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Varlen Responds to Amsted's Extension of Its Unsolicited Tender Offer

21 June 1999

Varlen Responds to Amsted's Extension of Its Unsolicited Tender Offer

    NAPERVILLE, Ill., June 21 -- Varlen Corporation
today responded to Amsted Industries Incorporated's extension
of its unsolicited tender offer for Varlen, which was scheduled to expire on
June 21, 1999.
    Raymond A. Jean, President and CEO of Varlen, said, "It is clear that
Varlen's stockholders are not supporting Amsted's offer.  The Varlen Board of
Directors is committed to acting in the best interests of Varlen's
stockholders and has determined unanimously that the Amsted $35.00 per share
offer is inadequate and not in the stockholder's best interests.  We continue
to recommend strongly that Varlen's stockholders reject the Amsted offer and
not tender their shares to Amsted."
    Previously, the Board unanimously determined that Varlen should explore
its strategic alternatives, including a potential merger, sale or
recapitalization of Varlen.  The Varlen Board said those alternatives could
include negotiations with interested parties, including Amsted.  In context of
those negotiations, the Varlen Board believes interested parties will
recognize the strong business potential of Varlen.
    Varlen is a leading manufacturer of precision-engineered transportation
products for the heavy-duty truck/trailer, automotive and railroad industries.
The company, headquartered in a Chicago suburb, manufactures products in 24
facilities in the United States and Europe and sells them to customers around
the world.  Varlen's common stock is traded on Nasdaq's National Market under
the symbol VRLN.
    This news release contains forward-looking statements that are based on
assumptions about a number of important factors and involve risks and
uncertainties that could cause actual results to differ materially from what
appears here.  These risk factors include reversal of market trends, decreased
demand for products, loss of key customers, limited customer production due to
capacity constraints, and additional factors that may be detailed from time to
time in Varlen's Securities and Exchange Commission filings.  Varlen assumes
no obligation to update its forward-looking statements.