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Shareholders Vote Against Cyclops Sale

August 28, 1986

PITTSBURGH (AP) _ Cyclops Corp. shareholders voted against a proposed sale of its steel and non-residential construction businesses at a special meeting Thursday, the company said.

The company said 37.25 percent of outstanding shares of common stock were voted against the sale and 29.53 percent were voted for the sale.

The proposal called for Cyclops to sell its steel and construction businesses to a group of current managers, the Hillman Co. and Westinghouse Credit Corp.

It called for the buyers to pay $91 million, or $22.20 per share, in cash, and assume $23.7 million of current liabilities and $86 million in unfunded pension liabilities.

Cyclops, under the plan, would have been renamed Silo Inc. and operate its remaining retail businesses - 112 Silo consumer electronic stores and 11 Busy Beaver home improvement centers. Cyclops stock would have been converted to Silo shares and split two-for-one in a move intended to broaden the market for the stock.

The firm approved a sweetened offer from the management group in July following earlier bids worth $75.5 million and $60 million.

Cyclops also received an offer worth $90.5 million in cash from Alleghany Corp. and a bid of $107.5 million from RSR Corp., a private firm.

″We believe management and the board of directors made a good-faith effort to be responsive to what we perceived to be the desires of a significant number of our shareholders,″ President W.H. Knoell said.

″Our shareholders now now have expressed the view that they want Cyclops to remain as a single entity with the benefits of the diversification of markets and lines of business,″ Knoell said. ″Management has no difficulty with this decision and will move forward with enthusiasm to manage the company as a single entity.″

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