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First Union Completes $60 Million Private Placement

31 August 1998

First Union Completes $60 Million Private Placement For Major Pennsylvania Auto Parts Manufacturer Long-standing CoreStates Relationship Helps Cement the Deal

    CHARLOTTE, N.C., Aug. 28 -- First Union Capital Markets has
completed a $60 million private placement of senior notes for R&B, Inc.
, the leading manufacturer of more than 30,000 automotive
replacement parts.  The Colmar, Pa.-based company is the dominant supplier and
developer in the hard-to-find parts and fasteners segment of the auto industry
supplying auto parts retailers and wholesale distributors.  The net proceeds
from the financing-structured as 10-year notes with a 6.81 percent fixed
interest rate-will be used to repay existing debt, fund new acquisitions and
for general corporate purposes.
    First Union Capital Markets acted as the exclusive agent on the
transaction that came about in large part as a consequence of R&B's long-term
banking relationship with CoreStates-the Philadelphia-based bank acquired by
First Union earlier this year.
    "The success of the R&B transaction is a great example of the synergy and
teamwork that has resulted from the First Union/CoreStates agreement," said
Bill Stevenson, senior director, Private Finance Group, First Union Capital
Markets.  "The combination of CoreStates' familiarity with R&B and First Union
Capital Markets product capabilities made for a successful partnership."
    Private placements are popular with middle market companies-those with
sales between $50 million and $500 million-which are too small for the public
markets but maintain strong credit characteristics.  With 1997 sales of $150
million and a market capitalization of around $80 million, R&B is a perfect
example of a company that can be best served in this manner.
    Private placements are used by corporations to raise fixed-interest rate
capital with more time for payment than traditional bank financing.  The notes
are usually held by institutional investors, primarily insurance companies and
pension funds.
    R&B looked at a number of investment banks before selecting First Union to
handle the deal, according to Malcolm Walter, R&B's chief financial officer.
    "We went with First Union because of our banking relationship with
CoreStates and confidence the deal could be done within the pricing parameters
we desired," Walter said.  "It was the most `hassle free' experience I've ever
had in a business transaction as we raised the capital we needed in a short
period of time without any problems."
    The transaction demonstrates First Union's ability to provide innovative,
creative solutions.  In addition to the senior notes, R&B also amended its
current $35 million revolving credit facility with the bank, according to Ed
Ryan, Philadelphia-based First Union National Bank senior vice president,
corporate banking.
    "Based on the long term relationship with R&B we felt a strong obligation
to support the company by structuring the financing to maximize the benefits
for our customer," Ryan said.  "The teamwork among the commercial, capital
markets and capital management people combined with First Union's enhanced
private placement capabilities enabled us to maintain our existing
relationship and expand upon it."
    First Union Capital Markets continues to show strong growth in its private
placement business.   Through June 1998, The Private Placement Group ranked
in the top ten in traditional private placement financings according to an
industry survey.
    First Union Capital Markets is a division of Wheat First Securities, Inc.,
a separate, broker-dealer, non-bank affiliate of First Union Corp.
.  Wheat First Securities, Inc., a member of the New York Stock
Exchange, Inc. and the Securities Investor Protection Corp., provides a full
range of investment banking products and services including asset-backed
finance, public finance, syndicated loans, private finance, equity
underwriting and investment grade and high-yield debt finance.
    First Union Corporation is a leading provider of financial services to
more than 16 million retail and corporate customers throughout the East
Coast and the nation.  First Union is the nation's sixth largest bank holding
company, based on assets of $229 billion as of June 30, 1998, and ranks among
the top 15 financial services companies in the world, based on market
capitalization.  The company operates full service banking offices in
Connecticut, Delaware, Florida, Georgia, Maryland, New Jersey, New York, North
Carolina, Pennsylvania, South Carolina, Tennessee, Virginia and Washington,
D.C.
    The senior, unsecured notes have not been registered under the Securities
Act of 1933, as amended, and may not be offered or sold in the U.S. absent
registration or an applicable exemption from registration requirements.  All
of the notes have been sold and this release does not constitute an offer to
sell or the solicitation of any offer to buy any of the notes.