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Staley Continental Inc. filed with the Securities and Exchange Commission for a proposed public offering of 4 million shares of common stock.

Three million shares are to be offered in the United States and 1 million overseas. Proceeds will be used primarily for reduction of debt, including redemption of the company`s 12 3/8 percent sinking fund debentures due 2015.

The offering will be comanaged in the U.S. by Merrill Lynch Capital Markets and First Boston Corp. and overseas by Merrill Lynch Capital Markets and Credit Suisse First Boston Ltd.