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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9

SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(D)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934

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BEST POWER TECHNOLOGY, INCORPORATED
(Name of Subject Company)

BEST POWER TECHNOLOGY, INCORPORATED
(Name of Person(s) Filing Statement)

COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)

086548104
(CUSIP Number of Class of Securities)

DENNIS E. BURKE
EXECUTIVE VICE PRESIDENT--ADMINISTRATION
AND CORPORATE SECRETARY
P.O. BOX 280
ROUTE 80
NECEDAH, WISCONSIN 54646-9899
(800) 365-6145
(Name, address and telephone number of person
authorized to receive notice and communication
on behalf of the person(s) filing statement).

WITH A COPY TO:
THOMAS C. JUDGE, ESQ.
MICHAEL BEST & FRIEDRICH
135 SOUTH LASALLE STREET
SUITE 1610
CHICAGO, ILLINOIS 60603-4391
(312) 845-5800

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ITEM 1. SECURITY AND SUBJECT COMPANY.

The name of the subject company is Best Power Technology, Incorporated, a
Delaware corporation (the "Company"), and the address of the principal executive
offices of the Company is P.O. Box 280, Route 80, Necedah, Wisconsin 54646-9899.
The title of the class of equity securities to which this statement relates is
the common stock, par value $.01 per share, of the Company (the "Common Stock").

ITEM 2. TENDER OFFER OF THE PURCHASER.

This statement relates to a tender offer by G.S. Newco, Inc., a Delaware
corporation (the "Purchaser"), and a direct wholly-owned subsidiary of General
Signal Corporation, a New York corporation ("Parent"), disclosed in a Tender
Offer Statement on Schedule 14D-1, dated May 16, 1995 (the "Schedule 14D-1"), to
purchase all outstanding shares of Common Stock (the "Shares"), at a price of
$21.00 per Share, net to the seller in cash, upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated May 16, 1995 (the "Offer to
Purchase"), and the related Letter of Transmittal (which, as amended from time
to time, together constitute the "Offer").

The Offer is being made pursuant to an Agreement and Plan of Merger, dated
as of May 10, 1995 (the "Merger Agreement"), among Parent, the Purchaser and the
Company. The Merger Agreement provides, among other things, that following
satisfaction or waiver of all conditions to the Merger, the Purchaser will be
merged with and into the Company (the "Merger"), and the Company will continue
as the surviving corporation (the "Surviving Corporation"). A copy of the Merger
Agreement has been filed as Exhibit 1 hereto and is incorporated herein by
reference.

Based on the information in the Schedule 14D-1, the principal executive
offices of the Purchaser and Parent are located at One High Ridge Park, P.O. Box
10010, Stamford, Connecticut 06904.

ITEM 3. IDENTITY AND BACKGROUND.

(a) The name and address of the Company, which is the person filing this
statement, are set forth in Item 1 above.

(b) Each material contract, agreement, arrangement and understanding and
actual or potential conflict of interest between the Company or its affiliates
and: (i) its executive officers, directors or affiliates or (ii) the Purchaser,
its executive officers, directors or affiliates, is described in the attached
Schedule I or described below.

STOCK OPTIONS. As of the date of filing of this Schedule 14D-9, the current
directors and executive officers of the Company as a group hold stock options
granted under the director stock option plan and the 1993 stock option plan of
the Company to purchase an aggregate of 111,259 shares of Common Stock at
exercise prices ranging from $13.48 to $19.25 per Share. In accordance with the
terms of the Merger Agreement, promptly after the Effective Time, each holder of
options, whether or not such options are then exercisable, will be entitled to
receive an amount in cash equal to the difference between (x) the product of the
number of shares of Common Stock covered by such options multiplied by $21.00
per share, and (y) the aggregate option exercise price payable upon exercise of
such option.

SEVERANCE AGREEMENTS. The Company entered into a severance agreement with
Steve J. Paul, a director of the Company, dated March 31, 1995, in connection
with Mr. Paul's termination as Chief Executive Officer of the Company in January
1995. Under the severance agreement, the Company paid to Mr. Paul $433,000 in
severance and in settlement of Mr. Paul's claims alleged against the Company
arising under his employment agreement with the Company and otherwise as a
result of the termination of such employment. The Company also granted to Mr.
Paul an option to purchase 21,533 shares of Common Stock for $13.48 per share.
The severance agreement provides that such option would terminate, however, if
the Board of Directors approved specified change of control transactions,
including a transaction such as the Offer and the Merger. Accordingly, if the
Offer is completed for at

least 80% of the outstanding Common Stock or the Merger is completed, Mr. Paul
will instead be entitled to receive from the Company an amount in cash equal to
the product of (A) 21,533 and (B) the average value received (as defined in the
severance agreement) for each share of Common Stock in the Merger minus $13.48,
or $161,928 based on the Offer price of $21.00 per share. All options previously
granted to Mr. Paul under the 1993 employee stock option plan have been
terminated.

The Company has agreed to use its best efforts to maintain through May 17,
1996 health, dental and life insurance coverage for Mr. Paul and his dependents
on the same basis as provided for executive officers of the Company. The Company
also has agreed to indemnify Mr. Paul to the same extent as currently provided
in Article 8 of the Company's Restated Certificate of Incorporation (the
"Certificate of Incorporation") if such Article is amended to reduce or
eliminate indemnification of officers and directors.

The severance agreement imposes on Mr. Paul a confidentiality restriction
and a covenant not to compete, and releases the Company and its officers,
directors, employees and agents from liability for acts or omissions before the
effective date of the severance agreement relating to Mr. Paul's employment,
Company policies or plans, and various laws relating to employment matters.

The Company also entered into a severance agreement with Marguerite M. Paul,
a director of the Company, dated May 12, 1995, in connection with Mrs. Paul's
termination as Executive Vice President--Administration and Secretary of the
Company in January 1995. The severance agreement with Mrs. Paul contains terms
substantially the same as those in the severance agreement with Mr. Paul
described above, except that Mrs. Paul received a cash payment of $330,000 and,
in lieu of stock options, stock appreciation rights that entitle her to receive
$161,928 upon consummation of the Merger.

OTHER SEVERANCE ARRANGEMENTS. John R. Hickey, Executive Vice
President-Operations, Dennis E. Burke, Executive Vice President-Administration
and Corporate Secretary, Gary W. Jungwirth, Senior Vice President--Manufacturing
and Frederick A. Stich--Senior Vice President--Research and Development are
parties to employment agreements with the Company, which terminate in May 1996,
except Mr. Hickey's agreement, which terminates on December 31, 1996. See
Schedule I for information regarding the employment agreements with Messrs.
Hickey and Burke, the terms of which are substantially similar to the employment
agreements with Messrs. Jungwirth and Stich. The Board of Directors has
authorized amendments to such agreements providing that if any such employee is
actually or constructively terminated, other than for cause (as defined in the
applicable agreement), he will receive a severance payment equal to at least one
year's salary. In the event of termination, such individuals would be entitled
to severance payments as follows: John R. Hickey--$200,000; Dennis E.
Burke--$165,000; Gary W. Jungwirth--$125,000; and Frederick A. Stich--$120,000.

BONUS ARRANGEMENTS. The Board of Directors has authorized the payment of
bonuses aggregating $1,000,000 to 17 persons who are employees or directors of
the Company. Such bonuses are expected to be paid prior to consummation of the
Merger. Bonuses to directors and executive officers will be made as follows:
John R. Hickey--$200,000; Dennis E. Burke--$165,000; Paul F. Koeppe--$100,000;
Frederick A. Stich--$50,000; and Gary W. Jungwirth--$50,000.

AGREEMENTS REGARDING SHARES. Purchaser and Parent entered into agreements
with each of the directors of the Company (other than S/oren H. N. Rathman, who
does not own any Shares) under which each such person agreed not to (i) assign,
sell, transfer or otherwise dispose of any of the Shares, or agree to do so,
except pursuant to such agreements, on or before December 31, 1995 or, if
earlier, the termination of the Merger Agreement or the termination of the Offer
in accordance with their respective terms or (ii) prior to the earlier of the
Effective Time (as defined in the Merger Agreement), the termination of the
Merger Agreement in accordance with its terms and December 31, 1995, directly or
indirectly solicit, initiate or encourage (including by way of furnishing
information) inquiries or proposals concerning any Acquisition Transaction (as
defined in the Merger Agreement) or negotiate,

explore or otherwise communicate with any third party (other than Parent or its
affiliates) regarding any Acquisition Transaction. In addition, each such person
(other than Messrs. Koeppe, Hickey and Burke) agreed to tender all of their
Shares in the Offer promptly after (but in no event later than May 26, 1995)
receiving the Offer to Purchase and not to withdraw such Shares unless the Offer
is extended beyond December 31, 1995 or the Merger Agreement is terminated.

Parent has agreed that if Parent, Purchaser or any subsidiary of Parent
purchases the Shares pursuant to the Offer and does not acquire a majority of
the outstanding shares of Common Stock pursuant to the Offer, Parent will pay
promptly to each such person, in the event that Parent, directly or indirectly,
disposes of the Shares within 12 months of the date of the agreement, any amount
realized on such disposition of the Shares in excess of the amount previously
paid to such person pursuant to the Offer.

TAX INDEMNIFICATION AGREEMENT. The Company entered into a Tax Agreement with
its stockholders in 1993 relating to the Company's status as an S corporation
for federal income tax purposes. Under the Tax Agreement, the Company is
obligated to indemnify such stockholders, which include Steve J. Paul and
Marguerite M. Paul, against additional taxes (including interest and penalties)
arising from an audit of the Company's tax returns for any period during which
it was an S corporation. In anticipation of the Company's initial public
offering in August 1993, its status as an S corporation was terminated as of
June 30, 1993.

THE MERGER AGREEMENT. The summary of the Merger Agreement contained in the
Offer to Purchase, which has been filed with the Securities and Exchange
Commission (the "Commission") as an exhibit to the Schedule 14D-1, a copy of
which is enclosed with this Schedule 14D-9, is incorporated herein by reference.
Such summary should be read in its entirety for a more complete description of
the terms and provisions of the Merger Agreement. The following is a summary of
certain portions of the Merger Agreement that relate to arrangements among the
Company, Parent and the Company's executive officers and directors.

BOARD REPRESENTATION. The Merger Agreement provides that promptly upon the
purchase of such number of shares as represents at least a majority of the
outstanding Shares, Parent shall be entitled to designate such number of
directors, rounded up to the next whole number but in no event more than one
less than the total number of directors, on the Board of Directors of the
Company as will give Parent, subject to compliance with Section 14(f) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), representation
on the Board of Directors equal to the product of the number of directors on the
Board of Directors and the percentage that such number of shares of Common Stock
so purchased bears to the number of shares of Common Stock outstanding, and the
Company shall, upon request by Parent, promptly increase the size of the Board
of Directors to the extent permitted by its Certificate of Incorporation or
exercise its best efforts to secure the resignations of such number of directors
as is necessary to enable Parent's designees to be elected to the Board of
Directors and shall cause Parent's designees to be so elected. The Merger
Agreement further provides that at the request of Parent, the Company shall
take, at its expense, all action necessary to effect any such election,
including mailing to its stockholders the information required by Section 14(f)
of the Exchange Act and Rule 14f-1 promulgated thereunder. Such information is
included in the Information Statement attached as Schedule I hereto.

INDEMNIFICATION. The Merger Agreement provides that Parent shall cause the
Surviving Corporation to indemnify, defend and hold harmless the present and
former officers, directors, employees and agents of the Company and its
subsidiaries against all losses, claims, damages, expenses or liabilities
arising out of actions or omissions or alleged actions or omissions occurring at
or prior to the Effective Time (as defined in the Merger Agreement) to the same
extent and on the same terms and conditions provided for in the Company's
Certificate of Incorporation and By-laws in effect on the date of the Merger
Agreement. Pursuant to the terms of the Merger Agreement, for a period of six
years from the

Effective Time, the Parent shall cause to be maintained in effect the current
policies of directors' and officers' liability insurance, provided that Parent
may substitute therefor policies of at least the same average coverage and
amounts and containing terms and conditions that are no less advantageous.

The obligations set forth above are binding on all successors and assigns of
Parent and the Surviving Corporation.

CONFIDENTIALITY AGREEMENT. Parent entered into a Confidentiality Agreement,
dated April 13, 1995, with The Chicago Corporation, the Company's financial
advisor, acting on behalf of the Company, pursuant to which Parent agreed, among
other things, to keep confidential certain non-public confidential and
proprietary information of the Company furnished to Parent by or on behalf of
the Company. The Confidentiality Agreement provides that, for a period of two
years from the date of the agreement, unless specifically requested in writing
by the Board of Directors of the Company, neither Parent nor any of its
directors, employees, agents, representatives or commercial or investment banks
participating in the financing of any transaction will (a) effect or seek, offer
or propose to effect, or cause or participate in (i) any acquisition of any
securities (or beneficial ownership thereof) or assets of the Company or any of
its subsidiaries; (ii) any tender or exchange offer or merger or other business
combination involving the Company or any of its subsidiaries; (iii) any
recapitalization, restructuring, liquidation, dissolution or other extraordinary
transaction with respect to the Company or any of its subsidiaries; or (iv) any
solicitation of proxies (as such terms are used in the proxy rules of the
Commission) or written consents to vote any voting securities of the Company,
(b) form, join or in any way participate in a "group" (as defined under the
Exchange Act), (c) otherwise act, alone or in concert with others, to seek to
control or influence the management, Board of Directors or policies of the
Company, (d) take any action that might force the Company to make a public
announcement regarding any of the types of matters set forth in (a) above, or
(e) enter into any discussions or arrangements with any third party with respect
to any of the foregoing. The Confidentiality Agreement does not, however,
restrict Parent from taking any action in the event the Company publicly
announces that it is considering a specific transaction with respect to, or has
entered into any arrangement or understanding with respect to, the sale of all
or any substantial portion of the Company (other than any such arrangement or
understanding with Parent), or from making a tender offer for all of the
outstanding capital stock of the Company after such time as a third party has
commenced, within the meaning of Rule 14d-2 of the Exchange Act, a tender offer
for the Company at a lower value.

INDEMNIFICATION OF OFFICERS AND DIRECTORS. The Company's Certificate of
Incorporation provides that no director of the Company shall be personally
liable to the Company or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of such
director's duty of loyalty to the Company or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the General Corporation Law of the
State of Delaware, or (iv) for any transaction from which such director derived
an improper personal benefit.

The Certificate of Incorporation also provides that the Company must
indemnify each director, officer, employee and agent against liabilities
incurred in such capacity if such person acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the Company
and, with respect to any criminal action or proceeding, had no reasonable cause
to believe his conduct was unlawful.

Expenses incurred by a director or officer in defending any action, suit or
proceeding may be paid by the Company in advance of the final disposition if the
director or officer agrees to repay such amount if it is ultimately determined
that he is not entitled to be indemnified by the Company.

ITEM 4. THE SOLICITATION OR RECOMMENDATION.

(a) RECOMMENDATION OF THE BOARD OF DIRECTORS.

The Board of Directors has unanimously approved the Merger Agreement and the
transactions contemplated thereby and unanimously recommends that all holders of
Shares tender such Shares pursuant to the Offer.

(b) BACKGROUND; REASONS FOR THE RECOMMENDATION.

From time to time during the past several years, the Board of Directors of
the Company has considered various strategic alternatives with a view toward
increasing shareholder values. During this time, the Company has periodically
had conversations with a number of potential strategic acquirors of the Company,
including Parent.

In 1992, the Company engaged Kemper Securities Group, Inc. to assist in a
possible sale of the Company. Parent participated in this process, visiting the
Company's facilities, meeting with its principal owners and officers and
receiving certain information about the Company. In June 1993, Parent made a
conditional offer to acquire the Company at a price of approximately $14.00 per
share. The Company's Board of Directors rejected this offer. On August 4, 1993,
the Company made an initial public offering of its common stock, which began
trading on the NASDAQ National Market System on August 4, 1993.

From August 1993 to January 1995, Parent periodically contacted certain
members of the Company's Board of Directors to express continued interest in
forming a strategic alliance. The Company consistently responded that it was
uninterested in pursuing such matters with Parent.

In February 1995, Philip A. Goodrich, Vice President, Corporate Development,
of Parent called Paul F. Koeppe, Chairman of the Executive Committee of the
Company, to indicate that Parent would have an interest in discussing a possible
business combination with the Company. Mr. Koeppe told Mr. Goodrich that he
would inform the Executive Committee of Mr. Goodrich's call. Subsequently, Mr.
Goodrich sent Mr. Koeppe public information regarding Parent, which in turn was
distributed to members of the Executive Committee. Following discussions among
members of the Executive Committee, it was determined that the Company did not
wish to pursue Parent's inquiry. Mr. Koeppe did not return a subsequent February
1995 telephone call from Mr. Goodrich.

Later in February 1995, Edmund M. Carpenter, Chairman and Chief Executive
Officer of Parent, placed a telephone call to Mr. Koeppe but did not reach him.
Mr. Koeppe referred the call to Dennis E. Burke, Executive Vice
President--Administration and Corporate Secretary of the Company. Mr. Burke
returned the telephone call to Mr. Carpenter, who advised Mr. Burke that he
thought the combination of the Company and Parent would be a very good fit and
that he would like to explore the opportunity of combining the two companies.
Mr. Burke advised Mr. Carpenter that he would refer the inquiry to the Executive
Committee. Based on the prior discussions with members of the Executive
Committee and additional discussions among such members, Mr. Burke called Mr.
Carpenter and Mr. Goodrich to advise them that the Executive Committee had
instructed him to advise Parent that the Company was not for sale and was not
going to be offered for sale. Mr. Carpenter responded by emphasizing the
strength of Parent's interest and stated that Parent would not engage in an
unfriendly bid for the Company.

On March 8, 1995, Mr. Koeppe, Mr. Burke and other members of the Company's
Board of Directors received a letter from Mr. Carpenter expressing interest in
pursuing a business combination of the Company and Parent. The letter indicated
that, while Parent was not making a formal proposal, based on public
information, Parent believed that a value of $18.50 to $20.00 per share for the

Company's stock would be an extremely attractive transaction for the Company's
stockholders. The letter requested an ability to pursue such a transaction and
validate the indicated valuation on a confidential and exclusive basis. Mr.
Burke distributed the letter to the Company's Board of Directors.

The Company's Board of Directors and its legal counsel held a meeting by
teleconference on March 13, 1995. The Board determined that an investment
banking firm should be retained to assist in its review of the Parent's proposal
and any similar proposals that might be received, and the Board adopted
resolutions to set forth certain standards against which all proposals regarding
extraordinary transactions with the Company would be assessed. Mr. Koeppe called
Mr. Carpenter that day and left a message to the effect that the Company would
be retaining an investment banking firm and that the Company's Board of
Directors would meet again soon to review Parent's proposal in greater detail.
Mr. Burke also responded to Mr. Carpenter by letter on March 13, 1995,
indicating that Mr. Carpenter's March 13, 1995 letter had been provided to the
Company's Board of Directors and that Parent's inquiry would receive careful
consideration by the Board with the assistance of its financial and legal
advisors.

On March 14, 1995, the Company engaged The Chicago Corporation as financial
advisor to assist the Company in a review of strategic alternatives. The
Company's Board of Directors met on March 20, 1995 with The Chicago Corporation
and the Company's legal counsel to discuss the Parent letter and to review, on a
preliminary basis, possible strategic and financial alternatives for the
Company, including remaining as an independent company. The Board of Directors
instructed The Chicago Corporation to advise Parent that the Board had reviewed
the Parent letter, that it had made no decisions relative to the possible sale
of the Company, that it had chosen to review with its financial advisor a number
of strategic and financial alternatives, that it would take no action pending a
review of such alternatives, and that it would attempt to respond to Parent
within three to four weeks. The Chicago Corporation was further instructed to
review the Company's Five Year Strategic Business Plan and to give a detailed
report to the Board of Directors on April 9, 1995 concerning the alternatives
available to the Company and the results of The Chicago Corporation's review.

Mr. Koeppe spoke with Mr. Carpenter by telephone on March 21, 1995 to inform
him that the Company's Board of Directors had met to review Parent's proposal
and related matters. Mr. Koeppe stated that the proposal would receive the
careful consideration it deserved from the Company, that the Company had engaged
The Chicago Corporation to assist the Board in its deliberations, that the
review process would require three to four weeks to complete, that as Chairman
of the Executive Committee, Mr. Koeppe would be the Company's designated
spokesman in all discussions between the Company and Parent, and that Parent
should not contact other directors of the Company. Mr. Carpenter expressed
concern about the length of the Company's review process but stated that he
looked forward to a favorable response.

At a meeting of the Company's Board of Directors on April 9, 1995, The
Chicago Corporation presented an extensive analysis of the Company's financial
and strategic alternatives and a preliminary framework for analyzing the value
of the Company. The Chicago Corporation also presented a preliminary list of
potential strategic partners for the Company in addition to Parent. Following
the presentation by The Chicago Corporation, the Board of Directors decided to
continue to explore a number of strategic alternatives, including the possible
sale of the Company. The Board of Directors made no determination to sell the
Company at this meeting. However, the Board of Directors authorized The Chicago
Corporation to contact a limited number of qualified partners to inquire as to
their possible interest in a transaction with the Company. The Board of
Directors instructed The Chicago Corporation to inform Parent that, while the
Board had not decided to sell the Company, it would be interested in continuing
discussions with Parent to determine both the feasibility of a transaction and
the value at which Parent would complete a transaction, provided that Parent
would execute a confidentiality agreement and agree to proceed on a
non-exclusive basis.

Following the April 9, 1995 meeting of the Company's Board of Directors, The
Chicago Corporation contacted Mr. Carpenter as instructed by the Board of
Directors. Mr. Carpenter indicated a willingness to proceed on a confidential
and non-exclusive basis, and on April 13, 1995, Parent signed a confidentiality
agreement and began a due diligence review of certain non-public information
provided by the Company. The Chicago Corporation also began to contact the
potential strategic partners identified at the April 9, 1995 meeting of the
Board of Directors to determine their interest in pursuing a potential
transaction. One of these parties had made a general inquiry prior to the April
9 meeting.

On April 24, 1995, Parent provided a letter to The Chicago Corporation
indicating that while it was not then prepared to present a formal proposal for
the Company, based on Parent's analysis of the confidential information provided
by the Company, Parent was prepared to begin contract negotiations with an
interest of acquiring all the Company's outstanding common stock at a cash price
of $20.00 per share. Parent again requested that it be allowed to proceed on an
exclusive basis and indicated that its interest must remain confidential. On
April 24, 1995, Parent and its financial advisor, Lazard Freres & Co. LLC,
discussed the letter with The Chicago Corporation. The Chicago Corporation
indicated that it would provide a copy of the April 24, 1995 letter to the
Company's Board of Directors.

After consulting with the Board of Directors, The Chicago Corporation
advised Parent on April 25, 1995 that at the preliminary valuation level
indicated in the April 24, 1995 letter, the Company could not agree to an
exclusivity provision, but that the Company would continue to work with Parent
on due diligence to confirm the valuation for the Company's stock and would
commence the preparation of a definitive Merger Agreement to develop a firm
proposal for the Company. The Chicago Corporation further indicated that the
Board of Directors would like to make a decision on a potential transaction with
Parent prior to the Company's Annual Meeting of Shareholders on May 10, 1995.
The Chicago Corporation again reiterated to Parent that there had been no
decision by the Company's Board of Directors to sell the Company. Following this
conversation, Parent called The Chicago Corporation and indicated its
willingness to continue working on a non-exclusive basis on the timetable
proposed with the understanding that the Board of Directors had not committed
itself to a decision to sell the Company. Parent immediately began intensive due
diligence efforts and had numerous meetings with the management of the Company
during the following two weeks.

During the last week of April and the first week of May, the Company had
several meetings with another potential strategic acquiror to discuss a
potential transaction and executed a confidentiality agreement and provided
non-public information regarding the Company to such potential acquiror. During
this same period of time, the other potential strategic acquirors contacted by
The Chicago Corporation on behalf of the Company indicated that they were not
interested in pursuing a possible transaction.

On May 4, 1995, Mr. Carpenter met with Mr. Koeppe and Steve J. Paul,
directors of the Company, and The Chicago Corporation to indicate that Parent
was proceeding with its due diligence and its review of a proposed Merger
Agreement on the timetable discussed and would be prepared to make a firm
proposal for the Company prior to its Annual Meeting.

On May 8, 1995, the other potential strategic acquiror that was reviewing
non-public information regarding the Company indicated that it was not in a
position to respond definitively. Also on May 8, 1995, after numerous meetings
and discussions with the Company and The Chicago Corporation, Parent provided a
letter to The Chicago Corporation indicating that it was prepared to make a
proposal to acquire all the outstanding Company stock at a price of $21.00 per
share in a cash tender offer followed by a cash-out merger, and proposed certain
additional terms for the Company's consideration, including a break-up fee and
an expense reimbursement provision. Parent indicated that such communication was
not a binding proposal and that it would withdraw its indication of interest if
the proposal were disclosed publicly or to any third party.

On the morning of May 9, 1995, the Company's Board of Directors met to
consider the Parent's letter and the status of any other potential strategic
acquirors. The Chicago Corporation presented the Parent letter and reported that
one other potential party had expressed interest in a possible transaction with
the Company, but that party was not in a position to respond definitively. After
extended discussion, including an update by The Chicago Corporation of its
valuation analysis and a review by counsel of the Board's fiduciary duties and
the principal terms of the draft Merger Agreement, the Board of Directors
directed The Chicago Corporation to communicate with Lazard Freres & Co. LLC to
determine if the terms of the transaction proposed could be improved. As a
result, the amount of the breakup fee was reduced from the previous indication,
although Parent refused to increase the price any further. At a meeting of the
Company's Board of Directors held in the afternoon of May 9, 1995, The Chicago
Corporation reviewed the revised terms proposed by Parent and orally advised the
Board that it could provide a fairness opinion on the consideration if the Board
of Directors should decide to accept the $21.00 per share price that Parent had
indicated it was prepared to make. The Board of Directors also reviewed with
counsel the status of the negotiations of the Merger Agreement. The Board of
Directors instructed The Chicago Corporation to advise Parent that it was
prepared to proceed with a transaction at $21.00 per share if the parties were
able to execute a mutually satisfactory definitive Merger Agreement prior to the
Annual Meeting. The Chicago Corporation communicated the Board's response to
Parent and both parties agreed to complete negotiation of the Merger Agreement.
Negotiation of the definitive Merger Agreement proceeded into the early hours of
May 10, 1995.

On May 10, 1995, prior to the Annual Meeting of Shareholders, the Board of
Directors met to approve and execute the definitive Merger Agreement and related
documents. After a discussion of valuation issues, The Chicago Corporation
presented its written opinion that the consideration of $21.00 per share in cash
to be offered to the Company's stockholders in the Offer and the Merger would be
fair to the Company's stockholders from a financial point of view. The Board of
Directors unanimously determined that, in light of the valuation discussions
concerning the Company, The Chicago Corporation's fairness opinion and the other
factors described below, the Offer and the Merger would be fair to and in the
best interests of the Company's stockholders and that it would recommend to the
Company's stockholders that they accept the Offer and tender their Shares
pursuant to the Offer. Immediately following the May 10, 1995 Board of Directors
meeting, the parties delivered the definitive Merger Agreement and the Company
issued a press release announcing the transaction and the principal terms and
conditions thereof.

In approving the Merger Agreement and the transactions contemplated thereby
and recommending that all holders of Shares tender their Shares pursuant to the
Offer, the Board of Directors considered a number of factors, including:

(i) the familiarity of the Board of Directors with the Company's business,
financial condition, results of operations, properties and prospects as an
independent entity, and the nature of the industry in which it operates, based
in part upon presentations by the Company's management and financial advisors;

(ii) the terms of the Merger Agreement, including the proposed structure of
the Offer and the Merger involving an immediate cash tender offer for all
outstanding Shares to be followed by a merger for the same consideration,
thereby enabling stockholders to obtain cash for their Shares at the earliest
possible time;

(iii) the results of the process undertaken by the Company to identify and
solicit proposals from third parties to enter into a strategic transaction with
the Company, the small number of unsolicited inquiries from potential bidders
despite public rumors regarding a possible sale of the Company and, based on
these factors, the low likelihood that any third party would propose to acquire
the Company at a price higher than $21.00 per share;

(iv) that the other interested strategic partner was unable to respond
definitively regarding a possible transaction involving the Company and the
advice from the Company's financial and legal advisors that the terms of the
Merger Agreement, including the termination fee and expense reimbursement
provisions, should not unduly discourage third parties from making bona fide
proposals subsequent to signing the Merger Agreement;

(v) that the $21.00 per Share price in the Offer represented a premium of
approximately 61.5% over the closing price for the Shares on May 9, 1995, the
last trading day prior to the public announcement of the execution of the Merger
Agreement;

(vi) the opinion of The Chicago Corporation, dated May 10, 1995, to the
effect that, as of such date and based upon and subject to the matters reviewed
with the Board of Directors, the $21.00 per Share cash consideration to be
received by the holders of the Shares pursuant to the Offer and the Merger was
fair to such holders from a financial point of view. A copy of the written
opinion of The Chicago Corporation is attached hereto as Exhibit 11 and
incorporated herein by reference. STOCKHOLDERS ARE URGED TO READ THE OPINION OF
THE CHICAGO CORPORATION CAREFULLY IN ITS ENTIRETY;

(vii) that the Merger Agreement permits the Company, in the exercise of the
fiduciary duties of the Board of Directors, to furnish nonpublic information and
access thereto to third parties, in response to proposals for an Acquisition
Transaction (as defined in the Merger Agreement) that were not solicited by the
Company, and to participate in discussions and negotiations with such parties
with respect thereto; and

(viii) the ability of Parent and Purchaser to consummate the Offer and the
Merger without conditioning the Offer on the arrangement of financing.

The Board of Directors did not assign relative weights to the foregoing
factors or determine that any factor was of particular importance. Rather, the
Board of Directors viewed its position and recommendations as being based on the
totality of the information presented to and considered by it.

ITEM 5. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.

The Company retained The Chicago Corporation to act as exclusive financial
advisor to the Company with respect to a financial evaluation of the Company and
a review of strategic alternatives to maximize value for stockholders. Pursuant
to a letter agreement dated March 14, 1995 (the "Letter Agreement"), the Company
agreed to pay The Chicago Corporation (i) a nonrefundable retainer of $50,000
per quarter during the term of the Letter Agreement, against which certain other
fees payable by the Company to The Chicago Corporation will be credited; (ii) a
fee of $200,000 upon delivery of a written opinion regarding the terms of any
proposed transaction from a financial point of view, which fee will be credited
against any fee payable pursuant to clause (iii); (iii) a fee of 1% of the
transaction value received (or paid) by the Company or its stockholders in
certain extraordinary transactions, including a sale of any subsidiary or
division of the Company, an acquisition by the Company of any other entity (with
a limited exception), a recapitalization of the Company, or an acquisition of
control of more than 50% of the voting securities of the Company by an acquiror;
(iv) a financial advisory fee of at least $500,000, in the event of an
unsuccessful solicitation for control of the Company, which fee will be credited
against any fee payable pursuant to clause (iii); and (v) a mutually agreed upon
fee at the time of any other extraordinary transaction. The Company also agreed
to reimburse The Chicago Corporation for its reasonable fees and expenses in
connection with services provided under the Letter Agreement in an amount not to
exceed $50,000 without the prior written consent of the Company, and to
indemnify The Chicago Corporation and its directors, officers, employees, agents
and controlling persons against certain liabilities, including liabilities
arising under the federal securities laws.

Except as disclosed herein, neither the Company nor any person acting on its
behalf currently intends to employ, retain or compensate any other person to
make solicitations or recommendations to security holders on its behalf
concerning the Offer or the Merger.

ITEM 6. RECENT TRANSACTIONS AND INTENT WITH RESPECT TO SECURITIES.

(a) Except for awards under the Company's stock plans described under
"Executive Compensation" in Schedule I hereto, no transactions in the Shares
have been effected during the past 60 days by the Company or, to the best of the
Company's knowledge, by any executive officer, director, affiliate or subsidiary
of the Company.

(b) To the best of the Company's knowledge, to the extent permitted by
applicable securities laws, rules or regulations, except for Shares the sale of
which may result in liability for the holder(s) under Section 16(b) of the
Exchange Act, each executive officer, director and affiliate of the Company
currently intends to tender to the Purchaser all Shares over which he or she has
sole dispositive power.

ITEM 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY SUBJECT COMPANY.

(a) Except as set forth herein, the Company is not engaged in any
negotiation in response to the Offer that relates to or would result in (i) an
extraordinary transaction, such as a merger or reorganization, involving the
Company or any subsidiary of the Company; (ii) a purchase, sale or transfer of a
material amount of assets by the Company or any subsidiary of the Company; (iii)
a tender offer for or other acquisition of securities by or of the Company; or
(iv) any material change in the present capitalization or dividend policy of the
Company.

(b) Except as set forth herein, there are no transactions, board
resolutions, agreements in principle or signed contracts in response to the
Offer that relate to or would result in one or more of the events referred to in
Item 7(a) above.

ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.

The Information Statement attached as Schedule I hereto is being furnished
in connection with the possible designation by Parent, pursuant to the Merger
Agreement, of certain persons to be appointed to the Board of Directors of the
Company other than at a meeting of the Company's stockholders.

ITEM 9. MATERIAL TO BE FILED AS EXHIBITS

Exhibit 1 Agreement and Plan of Merger, dated as of May 10, 1995, among the Company,
Parent and the Purchaser.

Exhibit 2 Severance Agreement, dated as of March 31, 1995, between Steve J. Paul and the
Company.

Exhibit 3 Severance Agreement, dated as of May 12, 1995, between Marguerite M. Paul and
the Company.

Exhibit 4 Stock Tender Agreement, dated as of May 10, 1995, between Parent and
Steve J. Paul.

Exhibit 5 Stock Tender Agreement, dated as of May 10, 1995, between Parent and Marguerite
M. Paul.

Exhibit 6 Share Restriction Agreement, dated as of May 10, 1995, between Parent and
Dennis E. Burke.

Exhibit 7 Stock Tender Agreement, dated as of May 10, 1995, between Parent and
Roland D. Pampel.

Exhibit 8 Share Restriction Agreement, dated as of May 10, 1995, between Parent and
John R. Hickey.

Exhibit 9 Share Restriction Agreement, dated as of May 10, 1995, between Parent and
Paul F. Koeppe.

Exhibit 10 Confidentiality Agreement, dated April 13, 1995, between Parent and The Chicago
Corporation, acting on behalf of the Company.

Exhibit 11 Opinion of The Chicago Corporation, dated May 10, 1995.*

Exhibit 12 Press Release of the Company, dated May 10, 1995.

Exhibit 13 Letter to Stockholders of the Company, dated May 16, 1995.*

- ------------

* Included in copies mailed to stockholders.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

BEST POWER TECHNOLOGY, INCORPORATED

By /s/ DENNIS E. BURKE
...................................
Dennis E. Burke, Executive Vice
President--Administration
and Corporate Secretary

Dated: May 16, 1995

SCHEDULE I

BEST POWER TECHNOLOGY, INCORPORATED
P.O. BOX 280
ROUTE 80
NECEDAH, WISCONSIN 54646-9899

INFORMATION STATEMENT PURSUANT TO
SECTION 14(F) OF THE SECURITIES
EXCHANGE ACT OF 1934 AND RULE 14F-1 THEREUNDER

This Information Statement is being mailed on or about May 16, 1995 as a
part of the Solicitation/Recommendation Statement on Schedule 14D-9 (the
"Schedule 14D-9") of Best Power Technology, Incorporated (the "Company") to the
holders of record of shares of Common Stock, par value $.01 per share, of the
Company (the "Shares") at the close of business on or about May 12, 1995. You
are receiving this Information Statement in connection with the possible
election of persons designated by Parent (as defined below) to a majority of the
seats on the Board of Directors of the Company.

On May 10, 1995, the Company, G.S. Newco, Inc., a Delaware corporation (the
"Purchaser"), and General Signal Corporation ("Parent") entered into an
Agreement and Plan of Merger (the "Merger Agreement"), which provides that,
subject to certain conditions, (i) the Purchaser will commence a tender offer
(the "Offer") for all outstanding Shares at a price of $21.00 per Share, net to
the seller in cash, and (ii) following consummation of the Offer, the Purchaser
will be merged with and into the Company (the "Merger"). As a result of the
Offer and the Merger, the Company will become a wholly-owned subsidiary of
Parent.

The Merger Agreement requires the Company to take such action as Parent may
reasonably request to cause the Parent's Designees (as defined below) to be
elected to the Board of Directors under the circumstances described therein. See
"Board of Directors and Executive Officers--Parent Designees."

This Information Statement is required by Section 14(f) of the Exchange Act
and Rule 14f-1 promulgated thereunder. You are urged to read this Information
Statement carefully. You are not, however, required to take any action.
Capitalized terms used herein and not otherwise defined herein have the meaning
set forth in the Schedule 14D-9.

Pursuant to the Merger Agreement, the Purchaser commenced the Offer on May
16, 1995. The Offer is scheduled to expire at 12:00 Midnight, New York City
time, on June 13, 1995 unless the Offer is extended.

The information contained in this Information Statement concerning the
Purchaser, Parent and the Parent Designees has been furnished to the Company by
Parent, and the Company assumes no responsibility for the accuracy or
completeness of such information.

I-1

BOARD OF DIRECTORS AND EXECUTIVE OFFICERS

GENERAL

The Shares are the only class of voting securities of the Company
outstanding. Each Share has one vote. As of May 10, 1995, there were 9,527,303
Shares outstanding. The Board of Directors is divided into three classes and
currently consists of seven members. There is currently one vacancy on the Board
of Directors. At each annual meeting of stockholders, directors whose terms
expire in that year are elected for three-year terms.

PARENT DESIGNEES

The Merger Agreement provides that promptly upon the purchase by Parent or
the Purchaser of such number of Shares as represents at least a majority of the
outstanding Shares, and from time to time thereafter, Parent shall be entitled
to designate such number of directors, rounded up to the next whole number but
in no event more than one less than the total number of directors, on the Board
of Directors of the Company as will give Parent, subject to compliance with
Section 14(f) of the Exchange Act, representation on the Board of Directors of
the Company proportionate to the number of Shares owned by Parent or the
Purchaser. The Merger Agreement requires the Company, upon request by Parent, to
increase the size of the Board of Directors or attempt to secure the
resignations of current directors to enable the Parent Designees to be elected
to the Board of Directors and to cause the Parent Designees to be so elected.

Parent has informed the Company that it will choose its designees (the
"Parent Designees") from the directors and executive officers listed below. The
Purchaser has informed the Company that each of the directors and executive
officers listed below has consented to act as a director, if so designated. No
determination has yet been made as to which of the current directors of the
Company who are not officers of the Company will continue as directors following
the purchase of Shares pursuant to the Offer.

None of the Parent Designees (i) is currently a director of, or holds any
position with, the Company, (ii) has a familial relationship with any directors
or executive officers of the Company or (iii) to the best knowledge of the
Company, beneficially owns any securities (or rights to acquire such securities)
of the Company. The Company has been advised by Parent that, to the best of
Parent's knowledge, none of the Parent Designees has been involved in any
transactions with the Company or any of its directors, executive officers or
affiliates that are required to be disclosed pursuant to the rules and
regulations of the Commission, except as may be disclosed herein or in the
Schedule 14D-9.

It is expected that the Parent Designees may assume their directorships at
any time following the acceptance for payment of, and payment for, any Shares
pursuant to the Offer, and that, upon assuming office, the Parent Designees will
thereafter constitute at least a majority of the Board of Directors.

Set forth below are the name, material occupations, positions, offices or
employments for the past five years of each Parent Designee. Each such person is
a United States citizen. The business address of each such person is General
Signal Corporation, One High Ridge Park, Stamford, CT 06904. In

I-2

addition, except as otherwise noted, each Parent Designee has been employed in
his present principal occupation listed below during the last five years.

PRINCIPAL OCCUPATION AND MATERIAL
OCCUPATIONS, POSITIONS,
OFFICES OR EMPLOYMENT FOR THE PAST FIVE
NAME AGE YEARS
- ---------------------- --- --------------------------------------------
Edmund M. Carpenter 53 Chairman and Chief Executive Officer of
Parent since May 1988. Also a director of
Campbell Soup Company, Dana Corporation
and Texaco Inc.
Philip A. Goodrich 38 Vice President of Parent since December
1991. Previously, Director of Corporate
Development since May 1989.
Michael D. Lockhart 45 President and Chief Operating Officer of
Parent since October 1994. Previously,
Vice President and General Manager from
1992 to 1994 of General Electric's
Commercial Engines and Services division,
and Vice President and General Manager of
Transportation Systems from 1989 to 1992.
Terence D. Martin 51 Executive Vice President and Chief Financial
Officer of Parent since February 1995.
Previously, Chief Financial Officer of
American Cyanamid Company since 1991 and
Treasurer since 1988.
Edgar J. Smith, Jr. 60 Vice President and Secretary of Parent since
April 1984, and Vice President and General
Counsel since January 1980.
Julian B. Twombly 48 Vice President and Treasurer of Parent since
December 1991. Prior to joining Parent,
associated with United Dominion
Industries, Ltd. since 1974, most recently
as Senior Vice President and Treasurer.

CURRENT DIRECTORS

The names of the current directors, their ages, principal occupations during
the last five years and certain other information are set forth below.

POSITION WITH THE COMPANY OR
YEAR TERM YEAR FIRST PRINCIPAL OCCUPATION DURING THE LAST
NAME OF DIRECTOR EXPIRES ELECTED A DIRECTOR FIVE YEARS
- ------------------- --------- ------------------ ----------------------------------------

Paul F. Koeppe..... 1995 1993 Paul F. Koeppe, age 45, has served as
President, Chief Executive Officer, and
a director of Superconductivity, Inc., a
designer and manufacturer of power
systems using superconducting
technology, located in Madison,
Wisconsin, since founding the company in
1988. Mr. Koeppe previously served as
the Director of Electric Power Marketing
and Customer Service of Wisconsin Power
and Light Company, a large
investor-owned utility.
Steve J. Paul...... 1995 1993 Steve J. Paul, age 45, served as
President and Chief Executive Officer
from May 1994 to January 1995 and
previously as Executive Vice
President--Engineering of the Company
since 1993. From 1977 to 1993, Mr. Paul
served as Vice President of Engineering,
Manufacturing and Research and
Development. Mr. Paul is one of the
founders of the Company and provided
most of the early entrepreneurial

I-3

support and direction which developed
the ferroresonant technology utilized by
the Company. Mr. Paul was a director of
Best Power Technology Sales Corporation
("Sales") from 1989 until its merger
into the Company in 1993. Mr. Paul is
the son of Marguerite M. Paul and
brother of William L. Paul.
S/oren H.N. Rathmann... 1995 1994 S/oren H.N. Rathmann, age 49, has served
as Director, Marketing and Technology,
and as a member of the Board of
Directors of Silcon A/S, a manufacturer
and distributor of three-phase
uninterruptible power systems, located
in Kolding, Denmark, since 1991. Mr.
Rathmann also served various companies
affiliated with Silcon A/S. He was
Technical Director of Silcon Elektronik
A/S, Denmark, from 1984 to 1991,
Director, Marketing and Technology, of
Silcon Power Electronics A/S, Denmark,
since 1991, and Technical Director of
Gutor Electronic AG, Switzerland, since
1987. Mr. Rathmann also serves as a
director of Danlab A/S, manufacturer of
CATV equipment, Denmark.
Roland D. Pampel....... 1997 1993 Roland D. Pampel, age 60, has served as
President, Chief Executive Officer and a
director of Microcom, Inc., a
telemetering equipment manufacturer,
located in Norwood, Massachusetts, since
1994. Mr. Pampel was President, Chief
Executive Officer and a director of
Nicolet Instrument Corporation, a
biomedical and analytical instruments
manufacturer, Madison, Wisconsin, from
1991 through 1993; President and Chief
Executive Officer of Bull HN Information
Systems, Inc., Billerica, Massachusetts,
from 1989 to 1991, and President and a
director of Apollo Computer, Inc. a
manufacturer of engineering
workstations, Chelmsford, Massachusetts
from 1986 to 1989.
John R. Hickey......... 1997 1994 John R. Hickey, age 39, has been the
Executive Vice President--Operations of
the Company since January 1995, and
previously served as the Senior Vice
President--Sales and Marketing from
October 1993 to January 1995, the Senior
Vice President--International from May
to October 1993, and the Director--
International Division of Sales from
1989 until its merger into the Company
in 1993.
Dennis E. Burke........ 1996 1994 Dennis E. Burke, age 52, has been the
Executive Vice President--Administration
and Secretary of the Company since
January 1995, and previously served as
Senior Vice President--External Affairs

I-4

from 1993. From 1988 to 1993, Mr. Burke
was the Assistant Corporate Secretary of
the Company and the Corporate Secretary
of Sales and was the officer primarily
responsible for the administration of
matters relating to regulatory
compliance and procedure for both the
Company and Sales. Mr. Burke has served
the Company in other capacities since
1987. Prior to joining the Company, Mr.
Burke was Vice President of Finance for
the Automotive Components Group of
Borg-Warner Corporation.
Marguerite M. Paul..... 1996 1977 Marguerite M. Paul, age 74, served as
Executive Vice President--Administration
of the Company from 1993 to January
1995, and Secretary from 1977 to January
1995. Mrs. Paul is one of the founders
of the Company and was the President of
the Company from 1992 to 1993; Treasurer
from 1977 to 1992; Vice
President--Administration from 1980 to
1992; President from 1979 to 1980, and
General Manager from 1977 to 1979. In
addition, Mrs. Paul was a director and
the Treasurer of Sales from 1989 until
its merger into the Company in 1993.
Mrs. Paul is the mother of Steve J. Paul
and William L. Paul.

DIRECTORS' ATTENDANCE AND REMUNERATION

During the year ended December 31, 1994, the Board of Directors held 11
formal meetings and each director attended at least 75% of the total number of
meetings of the Board of Directors and committees thereof of which he or she was
a member.

Directors who are not employees of the Company each receive annual
compensation of $15,000, plus $1,000 for each committee meeting attended, plus
reimbursement of reasonable travel expenses. A stock option plan for outside
directors, the Director Stock Option Plan, has terms closely paralleling the
1993 Stock Option Plan. See "Executive Compensation". The Company has reserved
100,000 shares for issuance under the Director Stock Option Plan. In February
1995, Mr. Rathmann received an option to purchase 5,000 shares of Common Stock
at $13.50 per share, with the option exercise period beginning February 28, 1998
and ending February 27, 2005. Directors who are also employees receive no
additional compensation for their services as directors.

COMMITTEES OF THE BOARD

The Board has Audit, Compensation and Nominating Committees. The functions
of these standing committees are described briefly below.

The members of the Audit Committee are currently Paul F. Koeppe, Roland D.
Pampel and Dennis E. Burke. A majority of the Audit Committee is composed of
independent directors. The functions of the Audit Committee are to recommend to
the Board the engagement of the Company's independent certified public
accountants, to review with such independent public accountants the plans for
and the results and scope of their engagement, to review all related-party
transactions and situations with potential conflicts of interest, to monitor
compliance of all Company personnel with policies and procedures adopted by the
Board, and to report to the Board on the activities and findings of the Audit

I-5

Committee and make recommendations to the Board based on such findings. The
Company's independent public accountants have direct access to the Audit
Committee to discuss the audit and any other accounting matters. The Audit
Committee held two formal meetings during 1994.

The members of the Compensation Committee are Paul F. Koeppe and Roland D.
Pampel. The Compensation Committee is responsible for reviewing on behalf of,
and making recommendations to, the Board with respect to compensation of
directors, the Chief Executive Officer, and executive vice presidents of the
Company; administering the Company's stock option plans, annual incentive plans,
and any other stock-based or deferred compensation plans; and performing such
other responsibilities as are delegated to it by the Board. The Compensation
Committee is composed entirely of independent directors. Pursuant to Company
policy, only independent directors administer any compensation plan pursuant to
which Company executive officers are eligible participants and only management
directors administer any plan pursuant to which independent directors are
eligible participants. The Compensation Committee also has direct access to
independent compensation consultants for researching and reviewing compensation
plans and executive compensation. The Compensation Committee held two meetings
during 1994.

The members of the Nominating Committee are Paul F. Koeppe, Roland D. Pampel
and Soren H.N. Rathmann. The Nominating Committee is responsible for nominating
candidates to the Board for election as members of the Board or as executive
officers of the Company. The Nominating Committee met four times in 1994. The
Nominating Committee would also consider stockholder submissions of candidates
for nomination as directors. Stockholders wishing to propose candidates for
consideration by the Nominating Committee as nominees for director may do so by
submitting to the Secretary of the Company a written statement including the
candidate's name, biographical data and qualifications. Stockholders also must
comply with certain procedural requirements contained in the Company's By-Laws
and the federal securities laws in submitting such candidates to the Nominating
Committee.

EXECUTIVE OFFICERS

The following individuals currently serve as executive officers of the
Company:

NAME AGE POSITION(S) HELD
- ------------------------------------------ --- ------------------------------------------

Dennis E. Burke........................... 52 Executive Vice President--Administration
and Corporate Secretary
John R. Hickey............................ 39 Executive Vice President--Operations
Gary W. Jungwirth......................... 45 Senior Vice President--Manufacturing
Frederick A. Stich........................ 56 Senior Vice President--Research and
Development

Dennis E. Burke has been Executive Vice President--Administration and
Corporate Secretary since January 26, 1995, and has served as a director since
May 11, 1994. From 1993 to January 26, 1995, Mr. Burke served as Senior Vice
President--External Affairs and Assistant Corporate Secretary of the Company.
From 1988 to 1993, Mr. Burke was the Assistant Corporate Secretary of the
Company and the Corporate Secretary of Sales and was the officer primarily
responsible for the administration of matters relating to regulatory compliance
and procedures for both the Company and Sales. Mr. Burke served as an Assistant
to the President of the Company from 1988 to 1989 and in other capacities since
1987.

John R. Hickey has been Executive Vice President--Operations since January
26, 1995, and a director since October 1994. Mr. Hickey served as the Senior
Vice President--Sales and Marketing from 1993 to 1995, the Senior Vice
President--International from May to October 1993, and was the
Director--International Division of Sales from 1989 to 1993.

Gary W. Jungwirth has been Senior Vice President--Manufacturing since 1993.
Prior to such time, Mr. Jungwirth held the following positions with the Company:
Director, Manufacturing/Purchasing from 1992 to 1993; Director, Purchasing from
February 1992 to November 1992; Purchasing Manager from 1987 to 1992; and other
positions from 1985 to 1987.

I-6

Frederick A. Stich has been Senior Vice President--Research and Development
since 1993. Prior to such time, Mr. Stich held the following positions with the
Company: Director, Research and Development from 1990 to 1993; Manager, Product
Development from 1989 to 1990; and Senior Design Engineer from 1987 to 1989.

All officers are generally elected annually for terms which expire on the
date of the meeting of the Board of Directors following the Annual Meeting of
Stockholders or until their successors are elected and qualified, or until his
or her earlier death, resignation or removal, as provided in the By-Laws of the
Company or Delaware law.

SECURITY OWNERSHIP OF MANAGEMENT AND PRINCIPAL STOCKHOLDERS

The following table sets forth certain information known to the Company with
respect to beneficial ownership of the Common Stock as of May 10, 1995, except
as otherwise noted, by (i) each stockholder known by the Company to be the
beneficial owner of more than 5% of the Common Stock, (ii) each director or
nominee for director of the Company, (iii) each named officer, and (iv) all
executive officers and directors as a group. Except as otherwise noted, the
persons named in this table have sole voting and investment power with respect
to all shares of Common Stock.

OWNERSHIP OF MANAGEMENT

AMOUNT AND NATURE
OF BENEFICIAL
NAME OF BENEFICIAL OWNER OWNERSHIP(1) PERCENT OF CLASS
- ------------------------------------------------------------ ----------------- ----------------

Dennis E. Burke............................................. 950 *
James K. Doan............................................... 1,577 *
John R. Hickey.............................................. 11,694 *
Paul F. Koeppe.............................................. 10,133 *
Roland D. Pampel............................................ 1,500 *
Marguerite M. Paul(1)(2)(3)................................. 881,272 9.3%
Steve J. Paul(1)(2)(3)...................................... 1,187,068 12.5%
William L. & Carole M. Paul(2)(4)........................... 105,241 1.1%
S/oren H.N. Rathmann........................................ 0 0
All executive officers and directors as a group (11
persons).................................................... 2,199,435 23.1%

OWNERSHIP OF OTHER FIVE PERCENT STOCKHOLDERS

AMOUNT AND NATURE
OF BENEFICIAL
NAME AND ADDRESS OF BENEFICIAL OWNER OWNERSHIP(1) PERCENT OF CLASS
- ---------------------------------------------------------- ----------------------- ----------------

Marguerite M. Paul(1)(2)(3)............................... 881,272 9.3%
Box 819, Route 2
Necedah, WI 54646
Steve J. Paul(1)(2)(3).................................... 1,187,068 12.5%
1522 Lakeview Drive
Tomah, WI 54660
Heartland Advisors, Inc.(5)............................... 1,087,878 11.4%
720 North Milwaukee Street
Milwaukee, WI 53202

- ------------

* Less than one percent

(1) Except as noted, information concerning persons known to the Company to be
the beneficial owners of more than five percent of its Common Stock is based
upon the most recent information furnished by such persons pursuant to
Section 13(d) or 13(g) of the Securities Exchange Act of 1934.

(2) Steve J. Paul and William L. Paul are the sons of Marguerite M. Paul.

(Footnotes continued on following page)

I-7

(Footnotes continued from preceding page)

(3) Of the indicated shares, Marguerite M. Paul and Steve J. Paul each disclaim
beneficial ownership of 27,012 shares, which are owned by a Section
501(c)(3) charitable organization of which they are directors. The
information is based upon Amended Schedule 13G's for 1994 and Form 4's for
February 1995.

(4) Information on share ownership is based on information provided by the
Company's transfer agent on May 15, 1995.

(5) Heartland Advisors, Inc. reported that it held no voting power and sole
dispositive power with respect to the indicated shares as of December 31,
1994.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

GENERAL

The Compensation Committee was appointed by the Board and consists of Roland
D. Pampel and Paul F. Koeppe. No present or former executive officer or employee
of the Company serves as a member of the Compensation Committee. Furthermore,
there are no interlocking relationships between any executive officer of the
Company and any entity whose directors or executive officers serve on the
Company's Compensation Committee.

CERTAIN RELATED PARTY TRANSACTIONS

The following discussion describes certain transactions occurring since
January 1, 1994 and all currently proposed transactions between the Company and
each of its directors, director nominees, executive officers and stockholders
known by the Company to own more than 5% of the Common Stock and any member of
the immediate family of any of these persons. See also "Employment Contracts"
below.

The Company entered into an Aircraft Lease Agreement ("Lease") with Jetway
Flight Corporation ("Jetway") and an Aviation Services Agreement ("Services
Agreement") with Necedah Air, Inc. ("Necedah Air") as of May 11, 1994. Each
agreement was for a term of one year. During 1994 Jetway was owned by Steve J.
Paul, and Necedah Air was owned by Steve J. Paul or M. Terese Paul, the sister
of Steve J. Paul and daughter of Marguerite M. Paul. Both agreements were
approved by the Board with Steve J. Paul abstaining. On March 10, 1995, the
Company exercised its rights under each of the Lease and Services Agreements to
give thirty days written notice to terminate the agreements effective April 10,
1995.

Under the Lease the Company paid Jetway monthly base rent of $12,000 for two
aircraft, a monthly hangar fee of $2,000 plus a usage fee of $.75 per statute
mile. The total of all payments to Jetway was $368,828 for 1994.

Under the Services Agreement Necedah Air agreed to provide two pilots
qualified to operate the leased aircraft, to perform routine maintenance repair
and overhaul of the aircraft, and to provide various services related to the
aircraft. The Company paid Necedah Air a monthly service fee of $12,000 for
providing such services, a fee of $100 per hour for each hour in excess of forty
hours per pilot per week, plus payment for aircraft repair and maintenance
expenses and various pilot travel expenses. Under the Services Agreement and a
prior informal agreement, the Company paid approximately $179,139 to Necedah Air
in 1994. The Company believes that the terms of these agreements were no less
favorable to the Company than those which could have been obtained from
independent third-parties for comparable services and equipment.

I-8

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

Set forth below is certain information concerning the compensation of all
individuals serving as the Company's Chief Executive Officer in 1994 and the
Company's four other most highly compensated executive officers serving in the
stated office at December 31, 1994 (the "Named Officers").

SUMMARY COMPENSATION TABLE

LONG TERM
COMPENSATION
------------
ANNUAL COMPENSATION SECURITIES
--------------------- UNDERLYING ALL OTHER
FISCAL SALARY BONUS OPTIONS/SARS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) ($) (#)(6) ($)(7)
- ----------------------------------------- ------ --------- -------- ------------ ------------

Steve J. Paul,(1)........................ 1994 224,712 127,500 20,000 8,400
President and Chief Executive Officer and 1993 253,462 90,150 21,533 7,782
former Executive Vice President 1992 268,753 150,000 7,263
Engineering
William L. Paul,(1)...................... 1994 305,770 0 -- 4,654
Former President & Chief Executive 1993 278,846 150,150 37,500 216,179
Officer 1992 253,753 150,000 4,033
Marguerite M. Paul,(2)................... 1994 190,385 86,063 10,000 64,728
Executive Vice President 1993 288,669 90,150 21,533 66,059
Administration and Secretary 1992 326,353 150,000 68,332
James K. Doan,(3)........................ 1994 148,000 51,000 7,000 2,772
Senior Vice President 1993 137,115 56,150 8,477 85,936
Finance and Treasurer 1992 138,136 0 1,979
John R. Hickey,(4)....................... 1994 160,000 21,760 6,000 2,772
Senior Vice President 1993 97,542 113,610 5,436 34,190
Sales and Marketing 1992 63,239 88,565 2,618
Dennis E. Burke,(5)...................... 1994 119,173 42,500 10,000 2,567
Senior Vice President 1993 99,174 40,150 4,941 118,195
External Affairs 1992 84,435 0 2,387

- ------------

(1) Steve J. Paul served as President and Chief Executive Officer from May 11,
1994 to January 26, 1995, and previously served as Executive Vice
President--Engineering. William L. Paul served as President and Chief
Executive Officer from May 17, 1993 to May 11, 1994.

(2) Marguerite M. Paul served as Executive Vice President--Administration and
Secretary until January 26, 1995.

(3) James K. Doan served as Senior Vice President--Finance and Treasurer until
February 28, 1995.

(4) John R. Hickey was elected Executive Vice President-- Operations on January
26, 1995. Mr. Hickey's bonus for 1993 includes commissions of $64,740 based
on certain international sales from January 1 to June 30, 1993. His bonus
for 1992 consists entirely of such commissions.

(5) Dennis E. Burke was elected Executive Vice President-- Administration and
Corporate Secretary on January 26, 1995.

(6) No SARs were awarded in 1994, and no SARs were outstanding as of December
31, 1994.

(7) For 1994 the amounts shown for All Other Compensation consist of the
following:

I-9

LIFE INSURANCE
PREMIUMS PAID BY
THE COMPANY FOR THE
BENEFIT OF THE COMPANY'S CONTRIBUTION
NAMED OFFICERS NAMED OFFICERS TO THE 401(K) PLAN
- ----------------------------------------------------- ------------------- ----------------------

Steve J. Paul........................................ $ 8,400 0
William L. Paul...................................... $ 1,882 $2,772
Marguerite M. Paul................................... $64,728 0
James K. Doan........................................ 0 $2,772
John R. Hickey....................................... 0 $2,772
Dennis E. Burke...................................... 0 $2,567

STOCK OPTION/STOCK APPRECIATION RIGHT GRANTS

The Company has in effect an employee stock option plan pursuant to which
options to purchase Common Stock are granted to officers and other key employees
of the Company and its subsidiaries. The following table shows Option grants in
1994 to the Named Officers.

OPTION/SAR GRANTS IN LAST FISCAL YEAR(1)

POTENTIAL
REALIZABLE VALUE
INDIVIDUAL GRANTS AT ASSUMED ANNUAL
----------------------------------------------------------------- RATES OF STOCK
NUMBER OF % OF TOTAL PRICE APPRECIATION
SECURITIES OPTIONS/SARS(2) FOR FULL OPTION
UNDERLYING GRANTED TO ($/SHARE) TERM
OPTIONS/SARS(2) EMPLOYEES IN EXERCISE OR EXPIRATION ------------------
NAME GRANTED(#) FISCAL YEAR BASE PRICE DATE 5%($) 10%($)
- ------------------- ---------------- ---------------- ----------- ---------- ------- -------

Steve J. Paul...... 20,000 27.29% $ 14.75 5-10-2004 185,526 470,142
William L. Paul.... 0 0% N/A N/A 0 0
Marguerite M. Paul. 10,000 13.64% $ 14.75 5-10-2004 92,763 235,071
James K. Doan...... 7,000 9.55% $ 14.75 5-10-2004 64,934 164,550
John R. Hickey..... 6,000 8.19% $ 14.75 5-10-2004 55,658 141,042
Dennis E. Burke.... 10,000 13.64% $ 14.75 5-10-2004 92,763 235,071

- ------------

(1) The Stock Option Plan is administered by the Compensation Committee of the
Board, which has authority to determine the individuals to whom, and the
terms at which, option grants shall be made, certain terms of the options,
and the number of shares to be subject to each option. The per share option
prices indicated in the table are not less than the fair market value of the
Common Stock on the date of their grant. The options were granted as of May
11, 1994 and the term of each of the options is 10 years. Each award is
exercisable in whole or in part, from time to time, during the period
beginning May 11, 1997 and ending May 10, 2004, except that generally the
option is exercisable within the one year period immediately following the
optionee's death or disability (whether or not otherwise exercisable) or
within ninety days immediately following an involuntary termination of the
optionee's employment, other than for cause, provided the option is
otherwise exercisable. Under the terms of the Merger Agreement, however, the
holders of the options will be entitled to receive the economic value of
their options upon consummation of the Merger. See "Item 3. Identity and
Background--Stock Options" in the Schedule 14D-9.

(2) No SARs were granted in 1994.

AGGREGATED OPTION/SAR EXERCISES IN 1994 AND 1994 YEAR-END OPTION VALUE

Set forth below is certain information concerning the exercise of stock
options or stock warrants during 1994 by each of the Named Officers and the
value of unexercised stock options at the end of 1994.

I-10

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION/SAR VALUES

VALUE OF UNEXERCISED
IN-THE- MONEY
NUMBER OF SHARES NUMBER OF UNEXERCISED OPTIONS/SARS(1) AT FY-END
ACQUIRED ON VALUE REALIZED OPTIONS/SARS(1) AT FY-END (#) ($)
NAME EXERCISE (#) ($) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
- ------------------ ---------------- ----------------- ----------------------------- ---------------------------

Steve J. Paul..... 0 0 0/41,533 0/0
William L. Paul... 0 0 0/0 0/0
Marguerite M. Paul. 0 0 0/31,533 0/0
James K. Doan..... 0 0 0/15,477 0/0
John R. Hickey.... 0 0 0/11,436 0/0
Dennis E. Burke... 0 0 0/14,941 0/0

- ------------

(1) No SARs were outstanding at the end of fiscal 1994.

EMPLOYMENT CONTRACTS

As of the end of 1994, the Company had employment agreements with each of
the Named Officers other than William L. Paul. Each such agreement expires in
May 1996, except for the agreement with John R. Hickey, which expires December
31, 1996, and each agreement may be renewed for successive three-year periods
with the consent of the Company and the officer. Pursuant to the agreements, the
Company generally may terminate the employment of any such officer only for
cause. The agreement with respect to each officer, except James K. Doan and
Dennis E. Burke, includes an agreement on behalf of the officer not to compete
with the Company for a period of two years after termination of employment. As
of the end of 1994, the employment agreements provided for annual compensation
(subject to annual review) to Steve J. Paul of $300,000, Marguerite M. Paul of
$225,000, James K. Doan of $150,000, John R. Hickey of $160,000, and Dennis E.
Burke of $125,000, plus target bonuses ranging from 35%-50% of annual
compensation. In addition, the Company agreed to pay the premiums on certain
life insurance policies owned by Steve J. Paul and Marguerite M. Paul in the
face amount of $2.3 million and $2.5 million, respectively. The employment
agreements provide that each officer will be a participant in the 1993 Stock
Option Plan. Mr. Doan's employment agreement specifies that if he is terminated
without cause by the Company after the occurrence of certain change of control
events, the Company is obligated to continue wage and benefits and provide
outplacement services to Mr. Doan for a period of up to one year. In February
1995, the Executive Committee of the Board increased the annual salary of John
R. Hickey to $200,000 and of Dennis Burke to $165,000. Target bonuses were also
set at 60% of annual salary for each such executive officer. In addition, the
Executive Committee increased the target bonus for Gary W. Jungwirth and
Frederick W. Stich from 35% to 55% of annual salary.

The Company entered into a severance agreement with William L. Paul, who
served as President and Chief Executive Officer until May 11, 1994. Under the
terms of that agreement, the Company continued to pay to Mr. William L. Paul
annual salary compensation of $300,000 only for 1994 and provided health
insurance benefits for 1994. On March 1, 1995, the Company entered into a
separation agreement with Mr. Doan that terminated his employment agreement in
consideration of a payment of $75,000.

For information concerning other severance arrangements between the Company
and its directors, see "Item 3. Identity and Background--Severance Agreements"
and "--Other Severance Arrangements" in the Schedule 14D-9.

ANNUAL BONUS

The Company's executive officers and other key employees are eligible for an
annual cash bonus pursuant to the Annual Incentive Plan. Individual and/or
organizational performance goals are

I-11

established for each year. Eligible executives are assigned threshold, target
and maximum bonus levels. The corporate performance measure for bonus payments
is generally based on earnings per share. If a minimum level of earnings is not
met, then no bonuses are paid. As in the case of base salary, individual
non-financial performance measures and unit performance measures, such as sales,
may also be considered in determining bonuses, where appropriate. Under the
terms of the Annual Incentive Plan and compensation policy, adjustments may be
made by the Compensation Committee at any time if conditions so warrant. The
1994 performance goals were established by the Compensation Committee and
approved by the Board.

For information regarding bonuses paid to certain executive officers and
directors, see "Item 3. Identity and Background--Bonus Arrangements" in the
Schedule 14D-9.

STOCK OPTIONS

Under the Company's 1993 Stock Option Plan, stock options may be granted to
the Company's executive officers. Options may be granted to participants, which
constitute incentive stock options within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended, or nonstatutory stock options. The
option price per share will be not less than 100% of the fair market value as of
the date of the grant of the option (110% in the case of incentive stock
options). Options granted under the 1993 Option Plan generally become
exercisable within the fourth through tenth years following the grant. Under the
terms of the Merger Agreement, however, the holders of the options will be
entitled to receive the economic value of their options upon consummation of the
Merger. See "Item 3. Identity and Background--Stock Options" in the Schedule
14D-9. Stock options are granted with an option price per share not less than
100% of the fair market value per share of the Common Stock on the date of grant
and vest over a defined period of not less than three nor more than ten years.

Under the Director Stock Option Plan, which has terms closely paralleling
the 1993 Stock Option Plan, options may be granted to non-employee directors of
the Company. See "Board of Directors and Executive Officers--Directors'
Attendence and Remuneration."

Under the 1993 Employee Stock Purchase Plan, eligible employees may also
purchase Common Stock at 85% of fair market value through payroll deductions or
a semi-annual lump sum cash purchase. In February 1995, Mr. Burke elected to
make a lump sum purchase of 950 Shares and Mr. Hickey elected to continue an
automatic payroll deduction program for purchases of Shares and purchased an
aggregate of 2,000 Shares in 1995 pursuant to such payroll deduction program.

OTHER INFORMATION

COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who beneficially own more than ten percent
of the Company's Common Stock ("Ten Percent Holders"), to file initial reports
of ownership and reports of changes in ownership with the Securities and
Exchange Commission and the National Association of Securities Dealers.
Officers, directors and Ten Percent Holders are required by the Securities and
Exchange Commission regulation to furnish the Company with copies of all Section
16(a) forms they file.

To the best of the Company's knowledge, based solely on its review of the
copies of such forms received by it or written representations that no other
reports were required, all Section 16(a) filing requirements applicable to its
officers, directors, and Ten Percent Holders were complied with during the
fiscal year ended December 31, 1994, except that one Form 4 report for July
1994, covering an aggregate of two transactions was filed late by Willard S.
Paul, who then served as a director, and no Form 5 was received by the Company
for William L. Paul. Furthermore, as of May 15, 1995, the Company had not
received from either William L. Paul or James K. Doan a statement on Form 4
acknowledging that such persons are no longer subject to Section 16(a) of the
Exchange Act.

I-12

EXHIBIT INDEX

EXHIBIT NO. PAGE NO.
- ---------------------------------------------------------------------------------- ---------

Exhibit 1 Agreement and Plan of Merger, dated as of May 10, 1995, among the
Company, Parent and the Purchaser....................................

Exhibit 2 Severance Agreement, dated as of March 31, 1995, between Steve J.
Paul and the Company...............................................

Exhibit 3 Severance Agreement, dated as of May 12, 1995, between Marguerite M.
Paul and the Company.................................................

Exhibit 4 Stock Tender Agreement, dated as of May 10, 1995, between Parent and
Steve J. Paul........................................................

Exhibit 5 Stock Tender Agreement, dated as of May 10, 1995, between Parent and
Marguerite M. Paul...................................................

Exhibit 6 Share Restriction Agreement, dated as of May 10, 1995, between Parent
and Dennis E. Burke..................................................

Exhibit 7 Stock Tender Agreement, dated as of May 10, 1995, between Parent and
Roland D. Pampel.....................................................

Exhibit 8 Share Restriction Agreement, dated as of May 10, 1995, between Parent
and John R. Hickey...................................................

Exhibit 9 Share Restriction Agreement, dated as of May 10, 1995, between Parent
and Paul F. Koeppe...................................................

Exhibit 10 Confidentiality Agreement, dated April 13, 1995, between Parent and
The Chicago Corporation, acting on behalf of the Company...........

Exhibit 11 Opinion of The Chicago Corporation, dated May 10, 1995...............

Exhibit 12 Press Release of the Company, dated May 10, 1995.....................

Exhibit 13 Letter to Stockholders of the Company, dated May 16, 1995............