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

7 July 1999

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

    NAPERVILLE, Ill., July 6 -- Varlen Corporation
today responded to Amsted Industries Incorporated's further extension of its
unsolicited tender offer for Varlen.  The Amsted offer originally was
scheduled to expire on June 21, 1999 and was later extended to July 6, 1999.
    Raymond A. Jean, President and CEO of Varlen, said, "As we said on
June 21, 1999, 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 the
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.