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KASLER CORP. RESPONDS TO WASHINGTON'S PROPOSAL

 HIGHLAND, Calif., Feb. 10 /PRNewswire/ -- Kasler Corp. (NYSE: KAS), a leader in the highway and heavy construction industry, confirmed today that it has received a proposal from Dennis R. Washington to merge Kasler and Washington Contractors Group Inc. ("Washington Contractors"), which is an indirect wholly owned subsidiary of Mr. Washington.
 The proposal follows Mr. Washington's recent filing of a Schedule 13D with the Securities and Exchange Commission indicating his intention to seek representation on the board of directors of Kasler and a possible merger or other transaction.
 According to an amended Schedule 13D filed yesterday with the SEC, Mr. Washington's D.W. Holdings held 828,000 shares, or approximately 8.3 percent, of Kasler's outstanding common stock.
 J.L. Feller, Kasler's chairman of the board and chief executive officer, stated that Kasler is reviewing the proposal and has instructed Seidler Amdec Securities Inc., Kasler's financial adviser, to advise the company on the financial aspects of the proposed transaction. According to Feller, no formal action is likely to be taken by Kasler until its advisers have completed their preliminary review, which will take one to two weeks. Mr. Washington has tentatively agreed to a short-term standstill agreement.
 Feller stated that as part of its business plan, Kasler has been reviewing possible transactions with other companies and would continue to do so while it considered Washington Contractors' proposal. Feller could not predict the impact of Washington Contractors' proposal or a possible merger with Washington Contractors on any other transaction Kasler may be considering.
 Feller noted that in its upcoming annual report to shareholders, Kasler will announce its strategy for achieving future growth, including the continuation of its historical bidding and construction activity and the possible acquisitions of complementary businesses or assets.
 Kasler also announced that it will postpone its annual meeting of shareholders originally scheduled for March 13, 1993, in order to allow time for the company to consider any proposal that would require shareholder approval. The company indicated that a new meeting date and record date would be announced in the near future.
 Washington Contractors is engaged in mining and heavy construction in the western states, including California, Kasler's principal market. According to information contained in its proposal, revenues of approximately $133.6 million. Kasler recently reported earnings of $6.5 million on revenues of $161.9 million for the fiscal year ended Oct. 31, 1992.
 Under Washington Contractors' proposal, Kasler and Washington Contractors would be merged into a newly formed public holding company. Washington Contractors' shareholders would receive between 65 percent and 69 percent of the holding company and Kasler shareholders would receive between 35 percent and 31 percent.
 According to the proposal, the holding company would serve as the umbrella for a diversified group of construction operations, including Kasler, Washington Contractors and other businesses to be developed or acquired by the holding company.
 Kasler Corp. is a general contractor engaged in the construction of concrete roadways, rapid transit, bridges and other infrastructure-related projects, including airport runways and water control distribution facilities.
 -0- 2/10/93
 /CONTACT: John Cash, CFO, or Richard Guiss, investor relations, of Kasler, 909-884-4811; or Porter LeVay & Rose Inc., 212-564-4700/
 (KAS)


CO: Kasler Corp.; Washington Contractors Group Inc. ST: California IN: CST SU:

JL -- LA008 -- 5009 02/10/93 08:53 EST
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Date:Feb 10, 1993
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