Transtar Holdings, L.P. and Transtar Capital Corporation Announces Receipt of Tenders and Consents in Respect of All of Their Outstanding Series B 133/8% Senior Secured Discount Notes.

Business Editors

MONROEVILLE, Pa.--(BUSINESS WIRE)--March 8, 2001

Transtar Holdings, L.P. ("Transtar Holdings") and Transtar Capital Corporation ("TCC") announced today that tenders and consents from holders of all of the total outstanding principal amount of their Series B 133/8% Senior Secured Discount Notes due 2003 (the "Notes") had been received. Consents to the amendments were being solicited by Transtar Holdings and TCC pursuant to an Offer to Purchase and Consent Solicitation Statement dated February 23, 2001 ("Offer to Purchase Statement").

Following the expiration of the consent solicitation period at 5:00 p.m. New York City time on March 8, 2001, Transtar Holdings and TCC will execute the supplemental indenture reflecting the proposed amendments to the Indentures governing the Notes. These amendments substantially modify or eliminate restrictive covenants in the Indentures, and they will become operative if and when Transtar Holdings and TCC purchases the Notes upon completion of the tender offers.

As previously announced, the tender offers will expire at 12:00 P.M., New York City time, on Friday, March 23, 2001, unless extended. Transtar Holdings and TCC will pay the total consideration of $1,031.25 (plus accrued and unpaid interest) for each $1,000 principal amount of notes tendered. The total consideration includes a Consent Payment of $1.53 per $1,000 principal amount of Notes. Payments will be made promptly following the expiration of the applicable tender offer.

Transtar Holdings and TCC commenced soliciting consents from holders of its Notes to amendments of certain covenants and other provisions of the indenture governing the Notes on February 23, 2001. The detailed terms and conditions of the consent solicitation are contained in the Offer To Purchase and Consent Solicitation Statement dated February 23, 2001. Holders of Notes can obtain copies of the Offer to Purchase and Consent Solicitation Statement and related material from the information agent for the consent solicitation, MacKenzie Partners, Inc., at [phone] (toll free) or [phone] (collect). Credit Suisse First Boston Corporation ("CSFB") is acting as Solicitation Agent for the solicitation. Questions regarding the solicitation can be addressed to CSFB at [phone] (toll free) or [phone] (collect).

Transtar Holdings is a holding company originally formed for the purposes of holding, directly or indirectly, all of the outstanding capital stock of Transtar, Inc. ("Transtar") held by affiliates of the Blackstone Group. Transtar is composed of two business groups, the railroad group and the marine group. TCC is a wholly-owned subsidiary of Transtar Holdings. On October 4, 2000, Transtar Holdings entered into a Reorganization and Exchange Agreement (the "Reorganization Agreement") with USX Corporation ("USX") and Transtar, Inc. ("Transtar") regarding the reorganization of Transtar. In the Reorganization, Transtar Holdings, subject to the satisfaction or waiver of the conditions set forth in the Reorganization Agreement, will exchange all of its shares in Transtar for 100% of the ownership of four direct Transtar subsidiaries--Bessemer and Lake Erie Railroad Company; the Duluth, Missabe and Iron Range Railway Company; the Pittsburgh & Conneaut Dock Company; and USS Great Lakes Fleet, Inc. and their respective direct and indirect subsidiaries (collectively, the "Holdings Companies"). As a result of this transaction, USX will become the sole owner of Transtar and its remaining direct subsidiaries--the Birmingham Southern Railroad Company; the Elgin, Joliet and Eastern Railway Company; the Lake Terminal Railroad Company; the McKeesport Connecting Railroad Company; the Mobile River Terminal Company, Inc.; the Union Railroad Company; the Warrior and Gulf Navigation Company; and Tracks Traffic and Management Services, Inc., and their respective direct and indirect subsidiaries (collectively, the "Transtar Subsidiaries"). The Reorganization will allow USX and Transtar Holdings to follow their independent strategies for the units they will control. Currently, Transtar Holdings' only business activity is its investment in Transtar. Immediately after the consummation of the Reorganization, Transtar Holdings' only business activity will be its investment in the Holdings Companies.

The Consents have been solicited in connection with the Reorganization and the refinancing of certain outstanding indebtedness of Transtar Holdings, TCC, Transtar and the Transtar Subsidiaries (the "Refinancing") being effected in connection with the Reorganization.

This announcement is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of consents with respect to the Notes. The tender offer and consent solicitation is being made solely by the Statement, dated February 23, 2001. The consummation of the tender offer is subject to the satisfaction of certain conditions described in the Statement.

This press release contains certain forward-looking statements. These forward-looking statements generally can be identified by the context of the statement or the use of words such as Transtar Holdings, TCC or their respective managements "believe", "anticipate", "intend", "expect", "plan", or words of similar meaning. Similarly, statements that describe Transtar Holdings' or TCC's future plans, objectives, strategies or goals are forward-looking statements. Although the management of each of Transtar Holdings and TCC believes that the assumptions underlying the forward-looking statements are reasonable, these assumptions and the forward-looking statements are subject to various factors, risks and uncertainties, many of which are beyond the control of Transtar Holdings or TCC, including but not limited to, uncertainties concerning the completion of the transactions contemplated above and the availability of financing therefore. Accordingly, actual results could differ from those contemplated by the forward-looking statements contained in this press release.