Press Release: Lucas and Varity Merge to Form $6.7 billion Global Company

06/03/96

LONDON and BUFFALO, N.Y., PRNewswire -- The Boards of
Directors of Lucas Industries plc and Varity Corporation today
unanimously approved a definitive agreement to merge the two
companies to create a highly competitive, global automotive
parts, diesel and aerospace company.

The company, to be named LucasVarity plc, would have had 
combined 1995 revenues of approximately $6.7 billion and opera-
ting income of $465 million, and will be a world leader in the
rapidly consolidating braking systems market.

With assets of nearly $2 billion and annual sales of $2.4 
billion, Varity Corporation ranks among the largest U.S.
industrial companies.  Its businesses include VarityKelsey-
Hayes, the world's leading manufacturer of rear-wheel and
four-wheel anti-lock braking systems and a major supplier of
conventional brake systems; VarityDaytonWalther, a leading
manufacturer of wheel and brake components for medium- and
heavy-duty trucks and trailers; VarityPerkins, a global sup-
plier of diesel engines to more than 600 original equipment
manufacturers; and VarityZecal, which provides copper-to-
ceramics bonding technology for electronics.

With sales of about $4.3 billion, Lucas Industries plc is 
a leading international supplier of advanced technology
systems, products and services to the world's automotive and
aerospace markets. It has four major automotive businesses --
Braking Systems, Diesel Systems, Electrical and Electronic
Systems and Aftermarket Operations -- in addition to Lucas
Aerospace.