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MEI DIVERSIFIED ANNOUNCES DAIN BOSWORTH AS INVESTMENT ADVISER

 MINNEAPOLIS, Nov. 20 ~PRNewswire~ -- MEI Diversified Inc. (NYSE: MEI) announced today the engagement of Dain Bosworth Incorporated to function as its investment adviser to assist the company in its financial planning and to evaluate the previously reported proposal received from IMR Fund, L.P., a limited partnership investment fund located in Minneapolis, managed by IMR Management Partners, L.P. and IMR General, Inc., of which Irwin L. Jacobs is president. Carl R. Pohlad, board chairman of MEI, has been a special limited partner of IMR since the formation of the fund in July 1992. Jacobs is also a member of the board of directors of MEI Diversified Inc.
 The IMR offer proposes that it and an affiliate acquire 13,340,000 shares of MEI voting stock at a purchase price of $5.00 per share. The total consideration of $66,700,000 would be paid by the transfer to MEI of all the outstanding shares of stock of Brown-Minneapolis Tank Company (BMT) and $26,700,000 in cash. Under the proposal, voting control of MEI would be transferred to IMR Fund, L.P., and the Fund would designate MEI's board of directors. The proposal is subject to the Funds obtaining all waivers and consents necessary for the Fund to enter into the transaction, both parties' due diligence and MEI's obtaining shareholder approval.
 BMT, which is headquartered in Eagan, Minn., is believed to be the largest independent designer and fabricator of storage tanks in the United States. Its three plants are located in Eagan; Birmingham, Ala.; and Orem, Utah. The company designs and builds two types of products, field erected and shop built tanks.
 Jacobs has advised MEI that during the past four years, Brown Tank's sales have grown at more than 17 percent per year compounded. During this same period, sales of its major product, field erected tanks, more than doubled and operating income more than tripled.
 Jacobs further advised that "BMT sales for the year ending Nov. 30, 1992, are expected to exceed $45 million including direct sales to the large, multinational oil, chemical, and paper companies, as well as to the leading process design and engineering contractors. Future sales growth is expected to be driven by several environmental and safety regulations and related industry standards covering storage tanks that became effective in the past 18 months."
 Donald E. Benson, president of MEI Diversified Inc. stated, "The IMR proposal is worthy of serious consideration for a number of reasons including the $26.7 million cash infusion, the earnings capacity of BMT, and the significant equity added to our balance sheet. The cash infusion would be used to expand our two business segments, New Dimensions in Medicine, our medical products subsidiary and MEI Salon Corp., our professional beauty salon subsidiary.
 "The cash infusion would also permit us to continue our aggressive pursuit of pending litigation related to The Glemby Company acquisition against former Glemby shareholders and litigation against Regis Corporation and its affiliates including several officers of Regis Corporation."
 -0- 11~20~92
 ~CONTACT: James A. Cesario, vice president - controller of MEI Diversified, 612-339-8853~
 (MEI)


CO: MEI Diversified; Dain Bosworth Incorporated; IMR General, Inc. ST: Minnesota IN: SU:

:END

DS -- MN006 -- 3282 11~20~92 10:18 EST
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Date:Nov 20, 1992
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