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30-35 PERCENT "NO" VOTE COULD BLOCK CENTEL MERGER.... EAGLE URGES IMPROVED OFFER

 NEW YORK, Nov. 23 ~PRNewswire~ -- "Institutional shareholders' voting intentions are pressuring the outcome of Centel's proposed merger with Sprint," said Herb Ehlers, president of Eagle Asset Management, Inc. "The N.Y.S.E.'s recent ruling that brokers cannot vote Centel shares without their clients' instructions reduces the expected quorum -- perhaps to the 80-85 percent level. If so, a 30-35 percent "No" vote, or 26 to 30 million shares, would defeat the proposed transaction.
 "Based on recent input from other institutional shareholders, who are leaning toward a "No" vote, Eagle believes a rejection of the merger is possible. Eagle urges Centel's board of directors to announce its contingency plans prior to the vote now scheduled for Dec. 2, 1992 for the benefit of all shareholders. We envision that Centel will either remain independent or split into logical business components.
 "We also request Centel's management publicly acknowledge that the estimates of Centel's normalized trading value of $29 per share, which appears in the Joint Proxy Statement and recent mailing to shareholders, has become misleading due to the improved public market valuations of Centel's peers especially since the AT&T and McCaw Cellular announcement. In light of the improved market valuation of Centel's peers and the AT&T~McCaw's validation of the merger thesis, we again urge Sprint's board to provide Centel's shareholders with an appropriate premium for their shares by raising the exchange offer to 1.54 Sprint shares per Centel share, the upper end of Sprint's investment banker's range."
 -0- 11~23~92
 ~CONTACT: David Shell of Eagle Asset Management, Inc., 212-888-3200~
 (CNT)


CO: Eagle Asset Management, Inc.; Centel Corporation ST: New York, Illinois IN: SU:

AH-KW -- NY059 -- 0628 11~23~92 14:25 EST
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Publication:PR Newswire
Date:Nov 23, 1992
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