---

AMSTED Extends $35 Cash Tender Offer for Varlen

23 June 1999

AMSTED Extends $35 Cash Tender Offer for Varlen

    CHICAGO, June 22 -- AMSTED Industries Incorporated, a leading
manufacturer of products for the rail, truck and auto components industries,
yesterday announced that it has extended until Tuesday, July 6, 1999, at 12:00
midnight New York City time the expiration date of its all-cash tender offer
to purchase all the outstanding shares of Varlen Corporation at
$35 per share.  The offer had been previously scheduled to expire on Monday,
June 21, 1999, at 12:00 midnight New York City.
    The tender offer is subject to certain conditions, including the removal
of Varlen's rights plan and the waiver of Delaware anti-takeover provisions.
The offer is also conditioned on the tender of a majority of Varlen's shares.
    "We are extending our all cash fully financed $35 per share offer because
it is fair and fully priced," said Arthur W. Goetschel, AMSTED's Chairman,
President and Chief Executive Officer.  "Both Varlen and AMSTED are in
cyclical industries, and industry forecasts indicate these industries are at
the top of their cycles.
    "Our offer represents a 50% premium over the 60-day per-share average
price, a 55% premium over the two-year per-share average price prior to our
public announcement and double the multiple paid last month for Johnstown
America Industries Inc.'s freight car operations.
    "The combination of the two companies is a compelling strategic fit.  Due
to Varlen's unique make up, no other potential partner has a stronger fit that
would complement Varlen's diverse composition with businesses in the rail,
truck and auto component industries.  We also note that it's been nearly seven
weeks since we first approached the Varlen management about a combination and
no other suitor has come forward," said Mr. Goetschel.
    As of the close of business on Monday, June 21, 1999, 140,748 of Varlen's
common stock had been validly tendered and not withdrawn.
    Varlen Corporation, which is based in Naperville, Illinois, is a
manufacturer of engineered transportation products for the rail, truck and
auto component industries.  It posted annual revenues last year of
approximately $650 million.
    AMSTED Industries, which is based in Chicago, is a diversified
manufacturer of products for the rail, construction and building and general
industrial markets and, like Varlen, a leading manufacturer of products for
the rail, truck and auto component industries.  The Company, which has annual
revenues of approximately $1.3 billion, manufactures its products in 30 plants
worldwide and is one of the largest 100% employee-owned companies in the
country.