Bid to Oust 4 on Diceon Board Opens

Calvary Partners LP formally launched its campaign Friday to oust Diceon Electronics’ directors and replace them with a slate of its own as part of its attempt to acquire the troubled electronics manufacturer.

Calvary, a San Diego investment firm, said in a letter to shareholders that it will nominate four directors at Diceon’s annual meeting on Jan. 16. Calvary has offered $5.25 a share for Diceon’s 5.1 million shares outstanding in a deal worth $27.2 million.

Diceon, which makes sophisticated circuit boards for computers, responded with its own letter to shareholders Friday, charging that Calvary’s hostile offer is too low and lacks financing, based on an analysis by the investment bank Kidder, Peabody & Co.

In a filing with the Securities and Exchange Commission, Calvary said it plans to nominate Steven B. Weitzen, 38, a lawyer; Scott F. Neill, 39, vice president and chief financial officer of Gigatrend Inc. in San Diego, a computer-equipment manufacturer; Barry E. Kersh, 43, managing vice president of M.L. Stern & Co., a securities firm, and David B. Norris, 62, president of Norris Consultants Inc.

Diceon directors up for reelection include Roland G. Matthews, chairman; Peter S. Jonas, vice chairman, and outside directors Dennis Repp and Sherwin L. Samuels.

Calvary alleges in its letter to shareholders that Diceon’s incumbent directors purchased 4.6 million shares of Diceon stock for 2 cents a share, or $92,500, and later sold 1.1 million shares at $16 a share in 1983 for $18 million at the expense of shareholders.

But Diceon noted that those directors are also shareholders, owning more than a third of the company’s outstanding stock, whereas Calvary owns only 100,000 shares, or 1.9% of the stock.

Its stock closed Friday at $3.375 per share, down from a one-time high of $44 a share.