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AMSTED Amends Cash Tender Offer for Varlen

3 August 1999

AMSTED Amends Cash Tender Offer for Varlen
                      Offer Extended To August 13, 1999

    CHICAGO, Aug. 2 -- AMSTED Industries Incorporated, a leading
manufacturer of products for the rail, truck and auto components industries
today announced that it has amended its exiting tender offer to purchase all
of the outstanding shares of Varlen's common stock to increase the purchase
price to $42.00 per Varlen share and to extend the expiration date of the
offer to 12:00 midnight New York City time, on Friday, August 13, 1999.  The
Company has taken this action in accordance with the merger agreement
announced yesterday between AMSTED and Varlen Corporation, a manufacturer of
engineered products and components for transportation markets.  The offer had
been previously scheduled to expire on Wednesday, August 4, 1999, at 12:00
midnight New York City time.
    In connection with the merger agreement, AMSTED has eliminated certain
conditions to the tender offer.  The amended and restated conditions are set
forth in Annex I to the merger agreement which is included as an exhibit to an
amendment to AMSTED's tender offer statement filed with the Securities and
Exchange Commission today.
    As of the close of business on Friday, July 30, 1999, 155,587 shares of
Varlen's common stock had been validly tendered and not withdrawn.
    Varlen Corporation, which is based in Naperville, Illinois, is a
manufacturer of 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.