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 LOS ANGELES, Aug. 19 /PRNewswire/ -- Transcon Inc. (NYSE: TCL) announced that it has entered into a letter of intent regarding an investment in the company by an investor group headed by Michael Kibler and John Lavery, who are presently involved in the trucking industry, owning several successful motor carriers in the Great Lakes Regional market.
 If the transaction is completed, the group would invest in Transcon and would acquire the shareholdings of current company officers and directors. Under the terms of the proposed transaction, the investor group would make certain short-term working capital loans to Transcon after a definitive agreement is executed, and, if certain conditions are met and the transaction is completed, would invest $1 million in convertible debt of Transcon. The debt instruments would be convertible, subject to certain conditions, into newly issued convertible preferred stock of the company. The purchase and conversion price for the preferred stock would be based on the average closing price of Transcon common stock during the 20 business days prior to the execution of a definitive agreement, with a maximum price of $.60 and a minimum price of $.40 per share.
 The acquisition of the shareholdings of the current officers and directors would take place upon the closing of the transaction. The officers and directors will agree to surrender certain stock options and reduce certain other obligations owed to them by Transcon. Upon the execution of a definitive agreement, Orin Neiman, Jack Schram and Benjamin Throop have agreed to resign from positions as directors and officers of the company, with Neiman and Throop agreeing to remain as consultants through the closing.
 Completion of the proposed transaction is subject to receipt of regulatory approvals, execution of a definitive agreement, approval by the shareholders of Transcon Inc. of certain aspects of the proposed transactions and various other conditions. It is anticipated that a meeting of the shareholders will be held within approximately 75 days.
 Transcon Inc. is a holding company, whose stock is listed on the New York Stock Exchange. As its operating components, it owns Keystone Lines of Orange, Calif., a motor carrier subsidiary, which in turn owns Trailblazer Transportation Inc., a motor carrier of Carrollton, Texas; and TC Services, a real estate and administrative services company based in Los Angeles.
 -0- 8/19/93
 /CONTACT: Benjamin C. Throop of Transcon, 310-553-1300/

CO: Transcon Inc. ST: California IN: TRN SU: TNM

JL-LM -- LA031 -- 4534 08/19/93 17:58 EDT
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Publication:PR Newswire
Date:Aug 19, 1993

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