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PENN CENTRAL ELECTS CARL LINDNER III AS PRESIDENT AND APPROVES PLAN TO SPIN OFF PRINCIPAL MANUFACTURING OPERATIONS

 PENN CENTRAL ELECTS CARL LINDNER III AS PRESIDENT AND
 APPROVES PLAN TO SPIN OFF PRINCIPAL MANUFACTURING OPERATIONS
 CINCINNATI, Feb. 12 /PRNewswire/ -- The Penn Central Corporation (NYSE: PC) announced that its board of directors has elected Carl H. Lindner III as Penn Central's president and chief operating officer. He succeeds Ronald F. Walker, who is expected to serve as president and chief executive officer of a newly formed subsidiary, General Cable Corporation ("GCC"), which will be spun off to Penn Central shareholders pursuant to a previously announced proposal that was approved in principle today by Penn Central's board.
 Carl H. Lindner III is currently vice chairman of Penn Central. His father, Carl H. Lindner, will continue as chairman and chief executive officer of Penn Central and would serve as chairman of GCC. Penn Central also announced that its board has elected Keith E. Lindner as a director.
 Following the spin-off approved in principle today, GCC will own the wire and cable, materials handling equipment and marine equipment manufacturing businesses currently conducted by Penn Central's General Cable, Guardian/Capital Wire, Carol Cable and Marathon LeTourneau units.
 The spin-off is to be effected by distributing one share of GCC for every four outstanding shares of Penn Central. A preliminary information statement concerning the spin-off is expected to be filed with the Securities and Exchange Commission in late March and mailed to shareholders in May. The spin-off is expected to be completed in June after formal declaration of the distribution by the Penn Central board of directors.
 Carl H. Lindner, chairman and chief executive officer of Penn Central, stated, "The company's analysis of the spin-off proposal confirmed our preliminary view that Penn Central shareholders' interests are best served by dividing the company into two separate publicly traded entities. The spin-off will permit Penn Central to focus on its highly profitable and growing specialty insurance businesses as well its strong performing defense service operations. At the same time, as a separate public company, the spun-off manufacturing businesses should be better positioned to realize value for shareholders as the economy improves."
 Lindner continued, "I am pleased that Ron Walker has agreed to serve as chief executive of General Cable Corporation. In addition, Ron will continue to be available to Penn Central on a full-time basis until the spin-off is completed."
 As part of the spin-off, Penn Central would retain a $230 million, 10-year 9.98 percent senior subordinated note of GCC. Under certain circumstances, GCC would have the option of paying interest on the note during the first five years through delivery of "pay-in-kind" debt securities. Giving pro forma effect to the issuance of this note, the estimated carrying value at Dec. 31, 1991 of the businesses to be owned by GCC was approximately $300 million.
 It is presently expected that the spin-off will be taxable as a dividend to Penn Central shareholders for federal income tax purposes.
 Penn Central operates businesses primarily in the areas of insurance, industrial manufacturing, defense services and energy.
 -0- 2/12/92
 /CONTACT: David H. Street, senior vice president-finance of Penn Central, 513-579-6600/
 (PC) CO: Penn Central Corporation ST: Ohio IN: INS ARO SU: PER


KK -- CL013 -- 9444 02/12/92 17:23 EST
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Publication:PR Newswire
Date:Feb 12, 1992
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