Contact:
                            Richard L. Wellek, President & CEO, or
                            Richard A. Nunemaker, Vice President & CFO,
                            Varlen Corporation (708) 420-0400
                            Jacob M. Feichtner, Executive Vice President & CFO,
                            (804) 378-2902
                            Needham B. Whitfield, Chairman & CEO,
                            Brenco, Incorporated (804) 378-2900


               VARLEN COMMENCES $165 MILLION CASH TENDER OFFER 
                             FOR BRENCO SHARES

  MERGER WOULD CREATE PREEMINENT RAILROAD EQUIPMENT MANUFACTURER WITHIN VARLEN

     NAPERVILLE, ILL., June 20, 1996 -- Varlen Corporation (NASDAQ:VRLN) and 
Brenco, Incorporated (NASDAQ:BREN) of the Richmond, Va. area today announced
that a wholly owned  Varlen subsidiary has formally commenced a tender offer
for any and all outstanding shares of Brenco common stock at a price of
$16-1/8 per share, net to the seller in cash. The offer, which is scheduled to
expire on July 18, 1996, is being made pursuant to an agreement with Brenco
announced earlier this week. The offer is to be followed by a merger that will
result in Brenco becoming a wholly owned subsidiary of Varlen.

     The board of directors of Brenco has unanimously approved the offer and the
merger, has determined that the terms of the offer and merger are fair to and 
in the best interests of the shareholders of Brenco and recommends that 
shareholders accept the offer and tender 


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their shares pursuant thereto. The tender offer requires that Varlen will be 
able to obtain at least two-thirds of the shares at the expiration of the 
offer. An offer to purchase containing all of the terms and conditions of the 
offer is being distributed to Brenco's shareholders. The agreement 
contemplates that shares not tendered would be acquired at the same $16.125 
price through the merger. Brenco has approximately 10.2 million shares 
outstanding. Persons related to Brenco's founding family -- including Needham 
B. Whitfield, Brenco's chairman and chief executive officer, and his sister
Anne Whitfield Kenny -- control approximately 20 percent of the stock and have
signed a separate shareholder tender agreement with Varlen.

     "We are delighted to be taking this important step to make Brenco an 
integral member of our Varlen family of companies," commented Richard L. 
Wellek, Varlen's president and chief executive officer. Wellek said potential 
synergies between the two companies should create future growth opportunities 
in railroad equipment.

     Lehman Brothers, Inc. is acting as financial advisor to Varlen in 
connection with the transactions and as dealer manager for the tender offer.
The information agent is D.F. King & Co., Inc.

     Brenco, headquartered in the Richmond, Va. area, is a leading manufacturer
and reconditioner of tapered roller bearings for freight cars, for both the 
domestic and overseas markets. Other Varlen subsidiaries make railcar shock 
control devices, outlet gates, locomotive products and track fastening 
devices.

     Varlen, headquartered in Naperville, Illinois, is a leading manufacturer of
precision engineered transportation products and analytical instruments for 
the railroad, heavy-duty truck 


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and trailer, automotive and petroleum industries. Varlen's customers include 
Freightliner, PACCAR, General Motors, Chrysler and TIX. The company had 1995 
annual sales of $387 million.


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     MORE INFORMATION ON VARLEN AND BRENCO CAN BE FOUND ON THE CHLOPAK, LEONARD,
SCHECHTER SITE ON THE WORLD WIDE WED AT HTTP://CLSDC.COM/NEWS/VARLEN.