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SCI HOLDINGS, INC. COMMENCES TENDER OFFER

 SCI HOLDINGS, INC. COMMENCES TENDER OFFER
 MIAMI, Oct. 15 /PRNewswire/ -- SCI Holdings, Inc. announced today


that it has commenced a tender offer for any and all of its Series 3, Series 4, Series 5 and Series 6 Zero Coupon Senior Notes. The cash purchase price for each series of notes is as follows.
 Series 3 Notes $1,000 per $1,000 principal amount
 Series 4 Notes 108.75 percent of the accreted value
 Series 5 Notes 117.625 percent of the accreted value
 Series 6 Notes 127.125 percent of the accreted value
 In conjunction with the offer, SCI is also soliciting consents for certain proposed amendments to the indenture pursuant to which the notes were issued and, subject to the terms and conditions of the offer and the solicitation, will make a consent payment of $5.00 per $1,000 principal amount, in the case of the Series 3 Notes, and 1.0 percent of the accreted value of the Series 4 Notes, the Series 5 Notes and the Series 6 Notes.
 The offer and the consent solicitation are part of a refinancing plan being undertaken by SCI and its subsidiary Storer Communications, Inc. The refinancing plan is principally designed to refinance indebtedness and reduce related interest expense and to improve operating and financial flexibility. The principal component of the refinancing plan is a split-off transaction that will result in the ownership of SCI's cable systems being split between its two 50 percent stockholders. SCI is engaged, primarily through Storer and its subsidiaries, in the cable television business.
 The offer and the consent solicitation are subject to the terms and conditions set forth in the offer to purchase, consent solicitation and prospectus and the accompanying consents and letters of transmittal that are being sent to all holders of each series of notes. The offer and the consent solicitation will expire at 5 p.m., Eastern Time, on Nov. 16, 1992, unless extended. Merrill Lynch & Co. of Merrill Lynch, Pierce, Fenner & Smith Incorporated and The First Boston Corporation will act as co-dealer managers, Chemical Bank as depositary and D.F. King & Co., Inc. as information agent in connection with the offer and the consent solicitation.
 SCI's obligation to accept for purchase and to pay for notes validly tendered pursuant to the offer is conditioned upon (i) there having been tendered and not withdrawn prior to the offer's expiration time a majority in aggregate accreted value of the notes, (ii) the receipt of consents from a majority in aggregate accreted value of the notes and execution of a supplemental indenture to the note indenture providing for the proposed amendments, (iii) the consummation of certain components of SCI's and Storer's refinancing plan, including the split- off and other intercompany merger transactions, (iv) there having been obtained the requisite consents of franchising authorities in connection with the split-off, (v) consummation of certain public and private debt financings by affiliates of the stockholders of SCI, which are expected to result in aggregate gross proceeds of approximately $2.5 billion to $3.0 billion, depending primarily on the amount of notes purchased pursuant to the offer. SCI's obligation to make consent payments is conditioned upon (i) receipt of consents from a majority in aggregate accreted value of the notes and execution of a supplemental indenture to the note indenture providing for the proposed amendments and (ii) SCI's acceptance of the notes for purchase pursuant to the offer.
 This communication shall not constitute a solicitation of tenders or consents, nor shall there be any acceptance of tenders or consents in any state in which any such acceptance, offer or solicitation would be unlawful prior to registration or qualification under the securities laws of any such state.
 Copies of the offer to purchase, consent solicitation and prospectus and the consents and letters of transmittal may be obtained by calling D.F. King, & Co., Inc. at 800-669-5550.
 -0- 10/15/92
 /CONTACT: D.F. King, & Co., Inc., 800-669-5550, for SCI Holdings, Inc./ CO: SCI Holdings, Inc. ST: Florida IN: TLS SU: OFR


JB-AW -- FL006 -- 0484 10/15/92 13:54 EDT
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Date:Oct 15, 1992
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