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Dyson-Kissner-Moran to Acquire Optek Technology for $25.50 per Share

13 May 1999

The Dyson-Kissner-Moran Corporation to Acquire Optek Technology, Inc. for $25.50 per Share in Cash
    CARROLLTON, Texas and NEW YORK, May 12 -- Optek Technology,
Inc. and The Dyson-Kissner-Moran Corporation ("DKM") jointly
announced that they have signed a definitive agreement for Optek to be
acquired by DKM for $25.50 per share in cash.  The value of the transaction is
approximately $200 million on a fully-diluted basis.
    In the transaction, Optek shareholders will receive $25.50 per share in
cash under a tender offer for all of Optek's outstanding shares.  The tender
offer is expected to commence within a week and is scheduled to close after
the expiration of 20business days.  Optek shares not purchased in the tender
offer will be converted into $25.50 per share in cash in a subsequent merger.
    The transaction has been unanimously approved by the Board of Directors of
Optek and is not subject to financing.  Optek's Board has recommended that
stockholders tender their shares and approve the merger.  The tender offer is
subject to a majority of Optek's shares being tendered and not withdrawn, as
well as other conditions.
    Tom Filesi, Chairman and CEO of Optek, commented: "The combination of
DKM's Wabash Technologies and Optek brings together two leaders in their
respective markets and creates opportunities for the customers, suppliers and
employees of both companies.  The combined entity will offer its customers
access to a broad array of technologies and present future growth
opportunities."
    "Optek is a tremendous addition to our core holdings and has all of the
features we look for in an acquisition" said Robert R. Dyson, Chairman and CEO
of DKM.
    Separately, Optek announced its results for the second fiscal quarter
ended April 30, 1999.  Second quarter revenues were $20.1 million, which
represent a decrease of approximately 13% from the same quarter of the prior
fiscal year.  Optek earned $0.30 per share on a diluted basis in the second
fiscal quarter which compares to $0.46 per share on a diluted basis for the
same quarter of the prior fiscal year.
    As Optek has previously reported, sales of commercial products have been
soft during the second quarter, particularly in higher margin assembly
products.  Softness in the demand for these products is expected to continue
into at least the third quarter.  In addition, sales of automotive products
were negatively affected by a customer's decision in the last month of the
quarter to implement a pull system to better control its inventory, resulting
in a reduction in sales.  Optek's margins for the quarter were also impacted
by increased expenditures related to establishing capacity for production of
fiber optic products in anticipation of increases in sales of such products in
future periods.
    Optek Technology, Inc. is a leading manufacturer of custom optoelectronic,
magnetic and fiber optic sensor products.  Optek provides components worldwide
for manufacturers of office and computer equipment, automobiles, industrial
equipment, aerospace and defense applications, medical equipment and
communications equipment.  Additional information can be accessed on the
internet at http://www.optekinc.com.
    The Dyson-Kissner-Moran Corporation is a privately owned holding company
with 1998 revenues approaching $700 million.  Wabash Technologies, owned by
DKM's Kearney-National Inc. subsidiary, is a producer of customized sensors
and actuators for the global automotive and off-road markets.