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REXNORD COMMENCES TENDER OFFER FOR ALL OF ITS OUTSTANDING 13-5/8 PERCENT SENIOR SUBORDINATED NOTES DUE 1998

 REXNORD COMMENCES TENDER OFFER FOR ALL OF ITS OUTSTANDING
 13-5/8 PERCENT SENIOR SUBORDINATED NOTES DUE 1998
 MILWAUKEE, Wis., April 27 /PRNewswire/ -- Rexnord Corporation, a wholly owned subsidiary of Rex-PT Holdings Inc., today announced the commencement of a tender offer for all of its 13-5/8 percent senior subordinated notes due 1998 (the notes) at a price of $1,060 in cash for each $1,000 principal amount of notes outstanding (plus accrued and unpaid interest to, but not including the payment date). Holders will receive an additional payment of $30 cash per $1,000 principal amount of notes tendered prior to midnight, New York City time, on May 22, 1992.
 Subject to completion of the tender offer and satisfaction of all of the conditions thereto, the company will redeem all the notes not purchased in the tender offer with the proceeds of the initial public offering of common stock on the later of Aug. 15, 1992, or a date as soon as practicable after the tender offer expiration date at a price of $1,068.20 per $1,000 principal amount, plus accrued interest to the date of redemption.
 The tender offer is part of a previously announced recapitalization of Rex-PT Holdings Inc. which is designed to increase stockholders' equity, reduce indebtedness and interest expense, eliminate all classes of preferred stock and related dividend requirements, and improve the company's operating and financial flexibility. In addition to the tender offer, the recapitalization includes, among other things, (1) an initial public offering of 8 million shares of common stock, (2) a public offering of $150 million of a new issue of senior notes, (3) an increase in the amount of borrowings available from the company's existing lenders, (4) the elimination of all outstanding preferred stock of Rex-PT Holdings Inc., and (5) the merger of Rex-PT Holdings Inc. and Rexnord Corporation. Total funds available from the recapitalization are projected to be approximately $385 million.
 The tender offer will expire at midnight, New York City time, on May 22, 1992, unless extended. The company currently intends to extend the expiration date to the closing of the common stock and debt offerings, but does not intend to extend the date by which holders must tender to be entitled to receive the additional $30 payment. The tender offer is conditioned upon (1) $110 million aggregate principal amount of the notes being validly tendered and not withdrawn prior to the expiration date, (2) consummation of the transactions constituting the recapitalization on terms satisfactory to the company, and (3) certain other conditions described in the offer to purchase.
 The dealer managers for the tender offer are Bear, Stearns & Co. Inc. and Citicorp Securities Markets, Inc.
 Rexnord is a leading worldwide manufacturer and supplier of power transmission components and related products. Rexnord employs approximately 5,100 persons at 18 domestic and 10 international manufacturing locations and at other offices, service centers and warehouses throughout the world.
 -0- 4/27/92
 /CONTACT: T.J. Jansen, 414-643-2252, or C.R. Roy, 414-643-2249, both of Rexnord/ CO: Rexnord Corporation ST: Wisconsin IN: SU: OFR


PS -- NY120 -- 3472 04/27/92 19:44 EDT
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Publication:PR Newswire
Date:Apr 27, 1992
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