Acquisitions UzPromstroyBank and Bedford Holdings.

NEW YORK--(BUSINESS WIRE)--March 16, 1999--Bedford Holdings, Inc. (OTC BB:BFHI), an investment holding company, today announced it has reached agreement with UzPromstroyBank, one of the largest commercial banks in the Republic of Uzbekistan, under which Bedford would acquire 90 to 100% of the bank's stock.

If all UzPromstroyBank shareholders accept this offer they will own 80% of Bedford Holdings. The percentage could increase to 96% under certain circumstances. The acquisition is to be made through an exchange offer to the bank's shareholders, and is conditioned on several factors, including acceptance of the exchange by holders of not less than 90% of the bank's voting stock. The agreement also requires Bedford to apply for listing on the New York Stock Exchange or another national exchange as soon as the public "float" in the U.S. becomes sufficient.

The event is unprecedented for the banks of central Asia. It brings together enormous opportunities for both companies in the capital markets.

"This merger takes advantage of the strong foothold we have in the financial markets of North America and gives us an opportunity to substantially increase our revenues with an additional client base in the emerging markets", said Leon Zapoll, President of Bedford Holdings Inc. "Our subsidiary, Allen & Pierce Securities Inc. will play a key role in raising capital for UzPromstroyBank's customers seeking access to financial markets in the United States."

Sino H. Pulatov, UzPromstroyBank International Division Chief said, "The American market, obviously is the strongest in the world, and we realize the prestige which comes with being listed on a U.S. stock exchange. With the merger we will get access to financial products and services that we are unable to provide as a financial institution in the Republic of Uzbekistan. By way of merger, we become a publicly traded entity. This is beneficial for the vast base of our industrial customers. The bank gets an ability to compete more effectively domestically with major international financial institutions."

Bedford Holdings Inc. is specialized in acquiring companies in the middle markets. Its combined management has almost 20 years of experience in the U.S. capital markets.

UzPromstroyBank is one of the largest commercial banks in Uzbekistan. It operates over 46 commercial and retail branches throughout the country with total assets of nearly 400 million dollars.

It took nine months from inception of the idea and signing of the Letter of Intent in April 1998 to a strategic decision on merger last summer. Though for UzPromstroyBank preparations for this event took 75 years -- the whole history of this, one of the largest banks in Central Asia.