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Johnstown America Industries Completes Acquisition of Imperial Group, Inc.

30 April 1999

Johnstown America Industries Completes Acquisition of Imperial Group, Inc.; Company Also Arranges New Senior Bank Credit Facility

    CHICAGO--April 29, 1999--Johnstown America Industries, Inc. today announced that it has completed its previously announced acquisition of Imperial Group, Inc. The purchase price for Imperial, consisting of $57.4 million in cash and 156,740 shares of JAII common stock, was approximately $60.1 million at closing, based on JAII's closing stock price yesterday.
    Based in Portland, Tennessee, Imperial Group is a leading Tier I and Tier II supplier of body and chassis components for heavy-duty Class 8 truck manufacturers and transit bus manufacturers. Revenues in 1998 were over $80 million and are expected to exceed $100 million in 1999. Production facilities are located in Tennessee, Texas and Washington, in close proximity to customers' manufacturing operations.
    "Imperial is an ideal strategic fit for JAII, adding a new dimension to our Truck Components segment," said Thomas M. Begel, chairman, president and chief executive officer of JAII. "Imperial has an excellent management team already in place, and we plan to grow the company under their leadership."
    In connection with the acquisition, JAII entered into a new senior bank credit facility arranged by The Chase Manhattan Bank. The new facility is comprised of a $50 million Term A loan, a $50 million Term B loan, and an undrawn $75 million revolving credit facility. Proceeds were used to finance the Imperial acquisition, to refinance JAII's outstanding senior bank debt of $36.6 million, and for working capital and other general corporate purposes. The company said the new credit facility will also provide it with additional flexibility versus its existing credit facility.
    JAII, headquartered in Chicago, Illinois, has two operating segments. The Truck Components segment's current product lines include Gunite heavy-duty wheel-end components, Brillion custom iron castings, Bostrom truck and bus seating systems, and Fabco steerable drive axles and gearboxes. JAII's Freight Car segment, which includes Johnstown America Corporation, Freight Car Services, Inc. and JAIX Leasing Co., builds, rebuilds and leases freight cars used for hauling coal, autos, and agricultural and mining products.

    The statements herein, which are not historical facts, including statements about future expectations, are "forward-looking statements" that involve certain risks and uncertainties that could cause actual future results to differ materially from those stated. These risks are spelled out more fully in the company's SEC filings. The company assumes no obligation to update its forward-looking statements.