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KATY INDUSTRIES BOARD RECEIVES MERGER PROPOSAL

 KATY INDUSTRIES BOARD RECEIVES MERGER PROPOSAL
 ELGIN, Ill., Sept. 1 /PRNewswire/ -- Katy Industries, Inc. (NYSE:KT)


announced today that its board of directors has received a merger proposal from members of the Carroll family under which the family would acquire all of the common stock of Katy Industries not already owned by the family at a price of $22 per share in cash through a merger of a family-owned corporation into Katy.
 As previously reported, members of the Carroll family announced on June 25, 1992, that they were considering options with respect to their continuing investment in Katy. Katy said that it understands that members of the Carroll family hold over 51 percent of Katy's outstanding common stock and that all members of the family support the proposal.
 Katy further said that its board of directors has appointed a committee of independent directors that does not include any Carroll family members that is empowered to review and consider the Carroll family proposal and negotiate with respect to the proposal.
 Katy said that the proposed merger would be subject to, among other things, the execution of a definitive merger agreement and the receipt of all necessary consents and governmental approvals.
 Katy said that there can be no assurance at this time as to whether or not any transaction will occur or as to the timing or terms of any transaction. Representatives of the Carroll family also advised Katy that should the transaction not be completed, it is their present intention to retain their interest in the company. Katy said that the family has signed a bank commitment letter to assist in providing financing for the proposal.
 Headquartered in Elgin, Katy Industries is a producer of industrial products, industrial components and consumer products.
 -0- 9/1/92
 /CONTACT: Jacob Saliba, chairman and CEO, 607-266-4100, William Murphy, president and COO, 312-379-1121, or J. Russell Jones, VP and treasurer, 312-379-1121, all of Katy Industries/
 (KT) CO: Katy Industries, Inc. ST: Illinois IN: MAC SU: TNM


TM -- NY071 -- 5575 09/01/92 16:09 EDT
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Publication:PR Newswire
Date:Sep 1, 1992
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