GATX COMMENCES LAWSUIT AGAINST HAWKER SIDDELEY AND PROCOR TO ENFORCE ITS SHAREHOLDER RIGHTS IN RELATION TO CGTX, INC.

CHICAGO, March 4 /PRNewswire/ -- General American Transportation Corporation today announced that, along with GATX Corporation and General American Transportation's Canadian subsidiary, it has commenced a lawsuit in Ontario, Canada, to stop Hawker Siddeley Canada Inc., and Procor Limited from proceeding with a previously announced plan whereby Procor would acquire control of Hawker Siddeley's 55 percent ownership interest in CGTX Inc. and a one-third interest in Hawker Siddeley's Beacon eye care business for Cdn. $120 million. General American Transportation holds the remaining 45 percent of CGTX.

CGTX leases and operates a fleet of approximately 8,400 railroad cars throughout Canada. Additionally, CGTX operates three service facilities to maintain its railcar fleet.

General American Transportation believes that the agreement entered into by Hawker Siddeley and Procor does not comply with General American Transportation's long-standing contractual rights under its 1967 shareholders agreement with respect to any disposition of CGTX shares by Hawker Siddeley. Hawker Siddeley did not obtain the consent of General American Transportation before entering into its arrangement with Procor or give General American Transportation advance notice of the transaction.

General American Transportation is seeking an injunction to prevent Hawker Siddeley from disposing of its CGTX shares and is asking the Ontario Court of Justice to order that General American Transportation is entitled to purchase the CGTX shares. General American Transportation is also seeking damages from Procor, Hawker Siddeley and Hawker Siddeley's directors.

General American Transportation believes that Hawker Siddeley and its officers and directors have entered into the arrangements with Procor on a basis that is oppressive and unfairly prejudicial to General American Transportation's interests as a CGTX shareholder because the Procor transaction breaches General American Transportation's contractual rights and would result in General American Transportation being a minority shareholder in a corporation controlled by that corporation's largest competitor. In addition, the value of General American Transportation's 45 percent interest has been adversely affected because Hawker Siddeley has provided Procor, the largest lessor of railcars in Canada, with confidential and competitively sensitive information about CGTX.

The Procor agreement is highly conditional and contains numerous termination rights in favor of Procor. The details of the conditions and termination rights were not disclosed in the Hawker Siddeley press release of Feb. 20, announcing the transaction. The agreement with Procor entitles Procor to terminate the agreement with Hawker Siddeley without any obligation to proceed with its offer in numerous circumstances. For example, the commencement of litigation such as General American Transportation's lawsuit entitles Procor to abandon the transaction without making its offer and nonetheless receive at least $2.5 million from Hawker Siddeley.

Over the last six months, General American Transportation has repeatedly made proposals to Hawker Siddeley to acquire its CGTX interest at a fair price. Hawker Siddeley has never negotiated with General American Transportation to arrive at a mutually satisfactory transaction price or transaction structure.

Commenting on the decision to launch legal proceedings against Hawker Siddeley and Procor, D. Stephen Menzies, senior vice president of General American Transportation said, "General American Transportation has been a shareholder of CGTX for 64 years and has proposed various means of acquiring Hawker Siddeley's shares in CGTX. Hawker Siddeley refused to enter into meaningful discussions with us and instead decided unilaterally to structure a transaction that violates our rights. We have been forced to protect our interests in the courts."

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/NOTE TO EDITOR: GATX press releases are available at no charge through the Company News On-Call fax service. For a menu of GATX press release or to retieve a specific release, call 800-758-5804, extension CNOC No. 105121, or look at http://www.prnewswire.com on the Internet/

/CONTACT: George S. Lowman of GATX Corporation, 312-621-6599/

(GMT)

CO: General American Transportation Corporation ST: Illinois, Ontario IN: TRN SU:

TM -- NYM138 -- 9719 03/04/96 19:44 EST