Johnstown America To Acquire Truck Components, Inc. For $16.00 Per Share

Business Wire, June 14, 1995

CHICAGO--(BUSINESS WIRE)--June 14, 1995--Johnstown America Industries, Inc. (NASDAQ:JAII) today announced that it has entered into a merger agreement pursuant to which Johnstown America will acquire Truck Components, Inc. (NASDAQ:TRCK) at a price of $16.00 per share in cash. Truck Components, headquartered in Rockford, Illinois, is a major producer of high quality, complex iron castings for a wide range of industries and is a leading manufacturer of wheel-end components for the medium and heavy-duty truck markets.

The boards of directors of both companies have approved the transaction, and the board of directors of Truck Components has recommended approval of the merger by the company's shareholders. Castle Harlan Partners II, L.P. and certain officers of Truck Components, holders in the aggregate of approximately 52 percent of the common stock of Truck Components, have agreed to vote their shares in favor of the proposed merger, unless the board's recommendation is withdrawn. Truck Components has approximately 10.5 million shares outstanding.

Truck Components, which reported 1994 sales of $313 million, consists of three operating subsidiaries: Gunite Corporation of Rockford, Illinois; Brillion Iron Works, headquartered in Brillion, Wisconsin; and Fabco Automotive, based in Oakland, California. Gunite is the market leader in Class 8 truck wheel-end components, such as brake drums, disc wheel hubs and spoke wheels. Brillion's core foundry business produces precision custom castings for the truck, industrial machinery, automotive and construction equipment markets. Fabco is a leader in the production of steerable drive axles and gear boxes for the heavy on/off highway and utility vehicle markets.

Thomas M. Begel, Johnstown America's Chairman, President and Chief Executive Officer, said, "Truck Components is our second diversified acquisition in the transportation industry, following our acquisition of Bostrom Seating, Inc. earlier this year. These acquisitions are part of Johnstown America's continuing strategy to diversify our business and build a broad-based manufacturing company serving the transportation markets. Our goal is to provide quality products which have leading market positions within the transportation industry."

Begel added, "Consistent with our other operating subsidiaries, Truck Components will become a stand-alone, wholly-owned subsidiary of Johnstown America and will continue to be managed by its current management team."

Begel concluded, "By further diversifying Johnstown America's core manufacturing business, we also strengthen the Company's operating base. The combined entity will have annual revenues approaching a billion dollars with approximately 60% from sales of railcars and 40% from truck and automotive, construction, and farm and industrial equipment."

Chemical Banking Corporation has committed to provide up to $400 million in financing to consummate the merger and to provide for the ongoing working capital needs of Johnstown America and Truck Components following the merger.

Consummation of the transaction is subject to the satisfaction of certain conditions, including approval by the shareholders of Truck Components and clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The completion of the financing is subject to, among other things, retirement of certain existing indebtedness of Truck Components.

Wasserstein Perella & Co. is providing financial advisory services to Johnstown America in connection with the transaction.

Johnstown America Industries, Inc., headquartered in Chicago, Illinois, has four operating units: Johnstown America Corporation, Johnstown, Pennsylvania, a leading manufacturer of railroad freight cars that are used principally for hauling coal, intermodal containers, highway trailers and agricultural and mining products; JAIX Leasing Company, a lessor of new and used railcars; Freight Car Services, Inc., Danville, Illinois, a repairer and rebuilder of railcars; and Bostrom Seating, Inc., Piedmont, Alabama, the leading manufacturer of suspension and static seating for the heavy truck market.

CONTACT: Johnstown America Industries

Executive Vice President and Chief Financial Officer

Andrew M. Weller, 312/280-8844