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President of Troubled Diceon Electronics Resigns : * Shake-up: The company does not plan to replace L. Ron Hoover. Also, a hostile takeover bid is formally dropped.


IRVINE — Diceon Electronics Inc., a financially struggling manufacturer of computer circuit boards, said Thursday that its president and chief operating officer resigned to pursue other interests.

L. Ron Hoover, who joined Diceon in August, 1989, as a senior vice president and was named president and COO in January, 1991, said he plans to pursue other opportunities that won't compete with Diceon. The company does not plan to name a replacement.

Peter Jonas, vice chairman, declined to comment on Hoover's resignation. Roland G. Matthews, chief executive, and Jonas will assume Hoover's responsibilities.

The company also confirmed that Calvary Holdings Inc., an investment partnership in San Diego, officially dropped its $27.2-million hostile tender offer for Diceon on Oct. 18, ending an 11-month takeover attempt. Calvary gave no reason for ending its bid.

Calvary's bid, however, was effectively squelched in January when Diceon shareholders overwhelmingly voted down Calvary's attempt to gain control of Diceon's board of directors.

Diceon reported an $11.2-million loss for its fiscal year ended Sept. 30. The company attributed the loss to the recession, a severe computer industry slump and overseas competition.

Calvary President James R. Arabia, a San Diego stockbroker, never identified the investors backing his buyout offer--a sore point with Diceon officials. In October, however, a Calvary partner sued Arabia and the partnership, alleging that Arabia misused the partnership's funds in the takeover fight.

In a suit filed in San Diego Superior Court, Bernice H. Feicht of Rancho Mirage accused Arabia and Calvary of misusing $1.15 million that she invested in Calvary. The suit claims that Arabia--acting as Feicht's investment adviser and without her "complete knowledge"--used her money for his own living expenses and to pursue the Diceon bid.

The suit seeks unspecified damages plus proceeds from the sale of 100,000 shares of Diceon stock controlled by Calvary.

Arabia declined comment on the suit.

Diceon's Recent History

Sept. 25, 1990: Diceon Electronics Inc., a struggling maker of computer circuit boards, reports that it will lay off 15% of its 1,500 employees.

Nov. 30, 1990: Calvary Holdings, led by stockbroker James Arabia, launches an unsolicited tender offer to acquire Diceon for $5.25 a share, or $27.2 million.

Jan. 23, 1991: Shareholders overwhelmingly defeat a bid by Calvary to take control of Diceon's board at the annual meeting.

Oct. 15, 1991: Hurt by the recession and computer industry slump, Diceon reports a loss of $11.2 million for fiscal year ended Sept. 30.

Nov. 14, 1991: L. Ronald Hoover, Diceon president and chief operating officer, resigns.

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