Williams Controls Announces Sale of GeoFocus Subsidiary

25 October 2000
Williams Controls Announces Sale of GeoFocus Subsidiary
    PORTLAND, Ore., Oct. 25 Williams Controls, Inc.
announced that it has signed a Letter of Intent to sell the
business of its wholly owned subsidiary, GeoFocus, Inc., to an investor group,
TranSuccess, Ltd.  The purchase price will be $2.75 million in cash and the
assumption of certain liabilities, with incentives that could increase the
price to $3.35 million if certain GeoFocus performance objectives are met.
The Letter of Intent has been approved by the boards of directors of Williams
Controls and GeoFocus.
    Under the Letter of Intent, TranSuccess will purchase the assets and
assume certain liabilities of GeoFocus.  Its assets primarily consist of
GeoFocus' proprietary software for systems that provide Geographic Information
System (GIS) and Global Positioning Satellite (GPS) wireless technology
solutions to the transportation industry.  The transaction, for which Williams
Controls has received a deposit, is subject to the parties entering into a
definitive agreement and customary due diligence by the investor group.  A
closing is targeted for late November.
    "This transaction is another step in the focusing of Williams Controls on
its core business while attempting to maximize value to the company's
shareholders in the process," stated Thomas W. Itin, chairman and chief
executive officer of Williams Controls.  "While GeoFocus has interesting
prospects derived from its proprietary technology and we remain optimistic
about the ability of this business to succeed, management has concluded that
GeoFocus' business is no longer well-suited to the core business of Williams
Controls and its current business strategy, and that it should be sold."
    Mr. Itin continued, "We will continue our efforts to concentrate on
business activities most likely to result in the best value for the company's
shareholders, and we believe this sale is another example of the execution of
that strategy."