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POLYPHASE RESTRUCTURES ACQUISITION AGREEMENT

 DALLAS, Sept. 23 /PRNewswire/ -- Polyphase Corporation (AMEX: PLY) today reported that it has restructured its previously announced agreement to acquire a Texas-based equipment distribution and finance company. The purchase price has been changed from $5 million cash and 5.5 million shares of Polyphase common stock to an all-cash transaction of $13.5 million. The seller will receive an additional $1 million of Polyphase series A convertible preferred stock if the acquired company's pretax earnings for each of the years 1994 and 1995 exceed $4 million.
 A Polyphase spokesman stated that the change to an all-cash transaction substantially reduces the effective cost of the purchase due to the recent increase in the company's stock price. The restructured agreement was made after consultation with Polyphase's advisors and its legal counsel. The transaction remains subject to standard conditions of closing, including the approval of a definitive agreement by the shareholders of the company, which will be solicited before the end of 1993.
 Polyphase Corporation is a diversified holding company with offices in Texas, Oklahoma, New York and Pennsylvania.
 -0- 9/23/93
 /CONTACT: James Rudis of Polyphase, 214-490-4214/
 (PLY)


CO: Polyphase Corporation ST: Texas IN: CPR SU: TNM

LG-CK -- NY058 -- 5257 09/23/93 13:52 EDT
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Publication:PR Newswire
Date:Sep 23, 1993
Words:205
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