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TRANSCISCO TO FILE AMENDED CERTIFICATE OF INCORPORATION AND BY-LAWS

 SAN FRANCISCO, Aug. 3 /PRNewswire/ -- Transcisco Industries Inc. (AMEX: TNIA & TNIB) announced that the U.S. Bankruptcy Court has ordered Transcisco to file with the Secretary of the State of Delaware the Amended and Restated Certificate of Incorporation with the state of Delaware approved by company stockholders as part of the company's Plan of Reorganization.
 Pursuant to the amended Certificate of Incorporation, all shares of the company's Class A Common Stock and Class B Common Stock will be reclassified on a share-for-share basis into a new class of common stock designated as "Common Stock," each share of which will have one vote. The reclassification is expected to become effective Aug. 11 on filing of the company's Amended and Restated Certificate of Incorporation in Delaware. Each share certificate which represents shares of either Class A Common Stock and Class B Common Stock will thereafter represent the same number of shares of the newly designated Common Stock. Holders of the Class A Common Stock and Class B Common Stock certificates will be sent, at a later date, a form of letter of transmittal for exchanging their certificates for new Common Stock certificates.
 In addition, in order to protect against loss or limitation of Transcisco's net operating loss carry forward under Section 382 of the Internal Revenue Code, and to assure continued compliance with the Joint Plan of Reorganization, the Amended and Restated Certificate of Incorporation provides that no person may become the beneficial owner of any shares of the company's Common Stock if following such acquisition such person would be the beneficial owner of 5 percent or more of the outstanding Common Stock, unless prior to such acquisition Transcisco's board of directors approves such acquisition. Any person who becomes a beneficial owner of 5 percent or more of the Common Stock without board approval will be subject to loss of voting, dividend and other rights.
 The Amended and Restated Certificate of Incorporation and the company's amended Bylaws, which the court also ordered to become effective, also contain a number of other provisions to implement the requirement of the Joint Plan of Reorganization that the company remain under the management of an independent board of directors until the Class F Claimants (general creditors) have been paid in full.
 The Joint Plan of Reorganization also requires Transcisco to issue 10 percent of its Common Stock to a collateral agent to be distributed pro rata to the Class F Claimants if their claims are not paid within 36 months after the Joint Plan of Reorganization is approved by the court. The number of shares to be delivered to the Class F Claimants can be reduced by payment of these claims prior to 36 months. The company does not currently anticipate any such reduction in the number of shares.
 Creditors and shareholders approved the Joint Plan of Reorganization, which included the reclassification of the Class A Common Stock and the Class B Common Stock, in balloting that ended July 21, 1993. The Bankruptcy Court has expressed its intent to enter the order confirming the Joint Plan of Reorganization in late August following the anticipated dismissal of pending state court litigation in New York. The approval by the Bankruptcy Court of the Joint Plan of Reorganization, as part of Transcisco's efforts to continue its reorganization, is expected to result in the discharge of Transcisco's Chapter 11 Bankruptcy by mid-September.
 Transcisco Industries operates railcar maintenance facilities through its subsidiary, Transcisco Rail Services, railcar leasing operations through its subsidiary, Transcisco Leasing Co., and through its subsidiary, Transcisco Trading Co., owns 20 percent of SOVFINAMTRANS, a Russian railcar leasing company that operates 4,000 tank cars (1,000 of which utilize Transcisco's proprietary Uni-temp heating system).
 -0- 8/3/93
 /CONTACT: Robert W. Laversin, vice president and chief financial officer of Transcisco, 415-477-9788/
 (TNIA TNIB)


CO: Transcisco Industries Inc. ST: California IN: TRN SU:

LH-SG -- SF019 -- 9129 08/03/93 19:08 EDT
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Publication:PR Newswire
Date:Aug 3, 1993
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