RELTEC CORP, S-1/A, 1998-02-06

RELTEC CORP
S-1/A, 1998-02-06
TELEPHONE & TELEGRAPH APPARATUS

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<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 5, 1998

REGISTRATION NO. 333-44277

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------

AMENDMENT NO. 1 TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

------------------------

RELTEC CORPORATION
(Exact name of registrant as specified in its charter)

<TABLE>
<S> <C> <C>
DELAWARE 3661 94-3227019
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification
Number)
</TABLE>

------------------------

<TABLE>
<S> <C>
5900 LANDERBROOK DRIVE, SUITE 300 VALERIE GENTILE SACHS
CLEVELAND, OHIO 44124-4019 VICE PRESIDENT AND GENERAL COUNSEL
(440) 460-3600 RELTEC CORPORATION
(Address, including Zip Code, and Telephone 5900 LANDERBROOK DRIVE, SUITE 300
Number, including Area Code, of Registrant's CLEVELAND, OHIO 44124-4019
Principal Executive Offices) (440) 460-3600
(Name, Address, including Zip Code, and
Telephone Number, including Area Code,
of Agent for Service)
</TABLE>

COPIES TO:

<TABLE>
<S> <C>
RAYMOND Y. LIN VINCENT PAGANO, JR.
Latham & Watkins Simpson Thacher & Bartlett
885 Third Avenue 425 Lexington Avenue
New York, New York 10022 New York, New York 10017
(212) 906-1200 (212) 455-2000
</TABLE>

------------------------

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. / /

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the effective
registration statement for the same offering. / /

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /

If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
------------------------

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
PROSPECTUS (SUBJECT TO COMPLETION)

ISSUED FEBRUARY 5, 1998

RELTEC CORPORATION

COMMON STOCK
-----------------

OF THE SHARES OF COMMON STOCK OFFERED, SHARES ARE BEING
OFFERED INITIALLY IN THE UNITED STATES AND CANADA BY THE U.S. UNDERWRITERS AND
SHARES ARE BEING OFFERED INITIALLY OUTSIDE OF THE UNITED STATES AND
CANADA BY THE INTERNATIONAL UNDERWRITERS. SEE "UNDERWRITERS." ALL OF THE
SHARES OF COMMON STOCK OFFERED HEREBY ARE BEING SOLD BY THE COMPANY.
PRIOR TO THIS OFFERING, THERE HAS BEEN NO PUBLIC MARKET FOR THE COMMON
STOCK OF THE COMPANY. IT IS CURRENTLY ESTIMATED THAT THE INITIAL
PUBLIC OFFERING PRICE PER SHARE WILL BE BETWEEN $ AND $ . SEE
"UNDERWRITERS" FOR A DISCUSSION OF THE FACTORS TO BE
CONSIDERED IN DETERMINING THE INITIAL PUBLIC OFFERING PRICE.
------------------------

APPLICATION WILL BE MADE TO LIST THE COMMON STOCK ON THE NEW YORK STOCK EXCHANGE
UNDER THE SYMBOL "RLT."
------------------------

SEE "RISK FACTORS" BEGINNING ON PAGE 11 FOR INFORMATION THAT

SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS.
-----------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
-------------------

PRICE $ A SHARE
-------------------

<TABLE>
<CAPTION>
UNDERWRITING
PRICE TO DISCOUNTS AND PROCEEDS TO
PUBLIC COMMISSIONS (1) COMPANY (2)
--------------------- --------------------- ---------------------
<S> <C> <C> <C>
PER SHARE................................. $ $ $
TOTAL (3)................................. $ $ $
</TABLE>

- ------------------------
(1) THE COMPANY HAS AGREED TO INDEMNIFY THE UNDERWRITERS AGAINST CERTAIN
LIABILITIES, INCLUDING LIABILITIES UNDER THE SECURITIES ACT OF 1933, AS
AMENDED.
(2) BEFORE DEDUCTING EXPENSES PAYABLE BY THE COMPANY ESTIMATED AT $ .
(3) THE COMPANY HAS GRANTED THE U.S. UNDERWRITERS AN OPTION, EXERCISABLE WITHIN
30 DAYS OF THE DATE HEREOF, TO PURCHASE UP TO AN AGGREGATE OF
ADDITIONAL SHARES AT THE PRICE TO PUBLIC LESS UNDERWRITING DISCOUNTS AND
COMMISSIONS FOR THE PURPOSE OF COVERING OVER-ALLOTMENTS, IF ANY. IF THE U.S.
UNDERWRITERS EXERCISE SUCH OPTION IN FULL, THE TOTAL PRICE TO PUBLIC,
UNDERWRITING DISCOUNTS AND COMMISSIONS AND PROCEEDS TO COMPANY WILL BE
$ , $ AND $ , RESPECTIVELY. SEE "UNDERWRITERS."
------------------------

THE SHARES ARE OFFERED, SUBJECT TO PRIOR SALE, WHEN, AS AND IF ACCEPTED BY
THE UNDERWRITERS NAMED HEREIN AND SUBJECT TO APPROVAL OF CERTAIN LEGAL MATTERS
BY SIMPSON THACHER & BARTLETT, COUNSEL FOR THE UNDERWRITERS. IT IS EXPECTED THAT
DELIVERY OF THE SHARES WILL BE MADE ON OR ABOUT , 1998 AT THE OFFICE OF
MORGAN STANLEY & CO. INCORPORATED, NEW YORK, NEW YORK, AGAINST PAYMENT THEREFOR
IN IMMEDIATELY AVAILABLE FUNDS.
-------------------

MORGAN STANLEY DEAN WITTER SALOMON SMITH BARNEY

GOLDMAN, SACHS & CO.
DEUTSCHE MORGAN GRENFELL
LEHMAN BROTHERS
J.P. MORGAN & CO.

, 1998
<PAGE>
[diagram of network architecture and
photographs of selected products]

RELTEC NETWORK ARCHITECTURE

2
<PAGE>
NO PERSON IS AUTHORIZED IN CONNECTION WITH ANY OFFERING MADE HEREBY TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATION OTHER THAN AS CONTAINED IN THIS
PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR BY ANY UNDERWRITER.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN
OFFER TO BUY ANY SECURITY OTHER THAN THE SHARES OF COMMON STOCK OFFERED HEREBY
NOR DOES IT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY
OF THE SHARES OF COMMON STOCK OFFERED HEREBY TO ANY PERSON IN ANY JURISDICTION
IN WHICH IT IS UNLAWFUL FOR SUCH PERSON TO MAKE SUCH AN OFFERING OR
SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL UNDER ANY CIRCUMSTANCES IMPLY THAT THE INFORMATION CONTAINED
HEREIN IS CORRECT AS OF ANY DATE SUBSEQUENT TO THE DATE HEREOF.

------------------------

UNTIL , 1998 (25 DAYS AFTER THE COMMENCEMENT OF THE OFFERING), ALL
DEALERS EFFECTING TRANSACTIONS IN THE COMMON STOCK, WHETHER OR NOT PARTICIPATING
IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS DELIVERY
REQUIREMENT IS IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS
WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR
SUBSCRIPTIONS.

------------------------

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
---------
<S> <C>
Prospectus Summary............................... 4
Risk Factors..................................... 11
The Company...................................... 17
Use of Proceeds.................................. 17
Dividend Policy.................................. 18
Capitalization................................... 19
Dilution......................................... 20
Selected Consolidated Financial Data............. 21
Management's Discussion and Analysis of Financial
Condition and Results of Operations............ 25
Business......................................... 31
Management....................................... 44

Certain Relationships and Related Transactions... 56
Principal Stockholders........................... 58
Description of Certain Indebtedness.............. 59
Description of Capital Stock..................... 60
Shares Eligible for Future Sale.................. 62
Certain United States Tax Consequences to
Non-United States Holders...................... 63
Underwriters..................................... 67
Legal Matters.................................... 70
Experts.......................................... 70
Available Information............................ 71
Glossary......................................... G-1
Index to Financial Statements.................... F-1
</TABLE>

------------------------

The Company intends to furnish its stockholders annual reports containing
audited consolidated financial statements examined by an independent accounting
firm and quarterly reports for the first three quarters of each fiscal year
containing interim unaudited consolidated financial information.

------------------------

[LOGO]
, RELTEC-Registered Trademark-, Advanced Copper Solutions-SM-,
Deep Fiber Solutions-SM-, DISCHS-Registered Trademark-,

FIBERCAST-TM-, FIBERSTHR-TM-, Lorain-Registered Trademark-, MatrixExpress-TM-,
Rainford-TM-, Reliable Electric-Registered Trademark- and Vortex-TM- are
trademarks or service marks of the Company. All other trademarks, service marks
or brand names appearing in this Prospectus are the property of their respective
holders.

------------------------

CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE COMMON STOCK.
SPECIFICALLY, THE UNDERWRITERS MAY OVERALLOT IN CONNECTION WITH THE OFFERING,
AND MAY BID FOR, AND PURCHASE, SHARES OF THE COMMON STOCK IN THE OPEN MARKET.
FOR A DESCRIPTION OF THESE ACTIVITIES, SEE "UNDERWRITERS."

3
<PAGE>
PROSPECTUS SUMMARY

THIS PROSPECTUS CONTAINS CERTAIN STATEMENTS OF A FORWARD-LOOKING NATURE
RELATING TO FUTURE EVENTS OR THE FUTURE FINANCIAL PERFORMANCE OF THE COMPANY. IN
EVALUATING SUCH STATEMENTS, PROSPECTIVE INVESTORS SHOULD SPECIFICALLY CONSIDER
THE VARIOUS FACTORS IDENTIFIED IN THIS PROSPECTUS, INCLUDING, BUT NOT LIMITED
TO, THE MATTERS SET FORTH UNDER THE CAPTION "RISK FACTORS," WHICH COULD CAUSE
ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE INDICATED BY SUCH FORWARD-LOOKING
STATEMENTS. THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY THE MORE
DETAILED INFORMATION AND CONSOLIDATED FINANCIAL STATEMENTS AND NOTES THERETO
APPEARING ELSEWHERE IN THIS PROSPECTUS. SEE "GLOSSARY" BEGINNING ON PAGE G-1 FOR
DEFINITIONS OF VARIOUS ACRONYMS AND TECHNICAL TERMS USED IN THIS PROSPECTUS.
UNLESS OTHERWISE INDICATED, THE INFORMATION CONTAINED IN THIS PROSPECTUS ASSUMES
THAT THE UNDERWRITERS' OVER-ALLOTMENT OPTION IS NOT EXERCISED.

THE COMPANY

RELTEC Corporation ("RELTEC" or the "Company") is a leader in the design,
manufacture and sale of a broad range of telecommunications systems, products
and services to wireline and wireless service providers and OEMs in North
America and around the globe. Most of the Company's systems, products and
services can be found in the access portion of the telecommunications network,
also referred to as the local loop. The Company's systems, products and services
can be categorized as follows:

- - ACCESS SYSTEMS--The Company believes it is one of the top three U.S. suppliers
of next generation digital loop carrier (NGDLC) systems, which the Company
markets under the DISCHS brand name. In addition, RELTEC is a leader in
providing fiber-to-the-curb (FTTC) systems, with what it believes are more
installed FTTC lines in the United States than all other suppliers combined.
In 1997, Access Systems accounted for net sales of $283.6 million, or 32.0% of
the Company's total net sales.

- - INTEGRATED WIRELESS SOLUTIONS--The Company is one of the leading global
independent suppliers of integrated electro-mechanical subsystems used in
outdoor wireless base stations. These subsystems are sold to the major
telecommunications OEMs and wireless service providers and, together with the
radio electronics manufactured by the wireless OEMs, comprise what is commonly
referred to as a base station. RELTEC also designs and manufactures outside
plant, power systems, cabling and other products and provides installation
services for wireless OEMs and service providers. In 1997, Integrated Wireless
Solutions accounted for net sales of $195.3 million, or 22.0% of the Company's
total net sales.

- - NETWORK COMPONENTS AND SERVICES--Network Components include outside plant
products (enclosures, environmental control and heat management systems, and
advanced connection and protection products); power systems and modular power
products; network test and monitoring systems; and data networking racks.
Network Services include program management and aftermarket services. In 1997,
Network Components and Services accounted for net sales of $408.3 million, or
46.0% of the Company's total net sales.

The significant growth in voice, data and video communications traffic in
recent years has caused service providers to focus on increasing the bandwidth
of the public switched telephone network (PSTN). Transmission speed is limited
by the bandwidth of the "slowest" portion of the network, which is typically
found in the access segment. Until recently, technological solutions to improve
the performance of the access portion of the telephone network were generally
not cost effective for broad-based deployment by service providers. In the
current environment, however, the opportunity for telecommunications equipment
providers to increase the access network bandwidth is being driven by (i)
customer demand for improved data and wireless communications, (ii) the
emergence of new service providers, created by significant regulatory changes
and (iii) the emergence of cost-effective, new technologies which are enabling
increased bandwidth. As a result of the accelerating changes that are occurring
in the telecommunications industry, service providers are requiring flexible and
scalable solutions that not only meet their needs today but also will permit
easy, cost-effective enhancements in the future.

4
<PAGE>

- - CAPITALIZE ON ESTABLISHED CUSTOMER RELATIONSHIPS -- The Company believes that
the longevity and breadth of its relationships with a number of major
customers provide competitive advantages. The Company intends to capitalize on
its longstanding relationships with major customers to introduce new system
solutions, products and services more rapidly than its competitors.

- - EXPAND GLOBAL PRESENCE -- RELTEC's global strategy is to increase its sales,
design, marketing and manufacturing capabilities within each major region of
the world, leveraging its existing customer relationships, product offerings
and technologies.

- - CONTINUE TO IMPROVE MARGINS AND QUALITY -- The Company is continuing to focus
on improving margins and further improving the quality of its systems and
products.

RELTEC sells its telecommunications systems, products and services to a
broad range of customers on a global basis. The Company's customers for its
Access Systems are primarily wireline telecommunications service providers such
as BellSouth, GTE, SBC Communications, Sprint and U S WEST. The customers for
the Company's Integrated Wireless Solutions are primarily telecommunications
OEMs such as Lucent Technologies, Motorola, Nokia, Northern Telecom and Siemens.
Network Components and Services are sold to a wide range of telecommunications
service providers, OEMs, cable system operators and distributors.

The Company has over 20 manufacturing and service locations in the United
States, Canada, China, Mexico and the United Kingdom. The Company has sales
offices and distributor relationships throughout North America, Europe, Latin
America and Asia/Pacific. In 1997, approximately 25% of the Company's sales
originated outside the United States.

Management and partnerships affiliated with Kohlberg Kravis Roberts & Co.,
L.P. ("KKR") purchased the Company in August 1995. Sales have grown from $513.8
million in 1995 to $887.2 million in 1997, a compounded annual growth rate of
31.4%.

5
<PAGE>
THE OFFERING

<TABLE>
<S> <C>
U.S. Offering..................... shares

International Offering............ shares

Total..................... shares

Common Stock to be outstanding
after the Offering.............. shares(1)

Use of proceeds................... For repayment of approximately $ million of
indebtedness and for general corporate purposes. See
"Use of Proceeds."

Proposed New York Stock Exchange
symbol.......................... RLT
</TABLE>

- ------------------------

(1) Excludes (i) 3,648,040 shares of Common Stock issuable upon exercise of
stock options outstanding as of December 31, 1997, of which options to
purchase 1,128,818 shares were then exercisable and (ii) 4,176,211 shares of
Common Stock reserved for future issuance under the Company's equity plans.
See "Management--Benefit Plans."

RISK FACTORS

Prospective purchasers should consider all of the information contained in
this Prospectus before making an investment in shares of Common Stock. In
particular, prospective purchasers should consider the factors set forth herein
under "Risk Factors."

6
<PAGE>
SUMMARY FINANCIAL DATA
(IN MILLIONS, EXCEPT PER SHARE AMOUNTS)

The following summary financial data should be read in conjunction with
"Management's Discussion and Analysis of Financial Condition and Results of
Operations," the Company's Consolidated and Combined Financial Statements and
the Notes thereto and the other information contained elsewhere in this
Prospectus. The summary historical combined financial data for the years ended
December 31, 1993 and 1994 are derived from the audited Combined Financial
Statements of the Company ("Predecessor B") prior to the acquisition of Reliance
Electric Company ("Reliance"), the former corporate parent of the Company, by
Rockwell International Corporation ("Rockwell") effective January 1, 1995 (the
"Rockwell Acquisition"). The pro forma financial data for the year ended
December 31, 1995 was derived from the audited combined financial statements of
the Company through July 31, 1995, prior to its acquisition by management and
KKR (the "RELTEC Acquisition"), and the audited consolidated financial
statements of the Company subsequent to the RELTEC Acquisition, giving effect to
the RELTEC Acquisition as if it had occurred on January 1, 1995. The RELTEC
Acquisition has been accounted for under the purchase method of accounting and
accounting adjustments in connection therewith have been reflected in the
financial data. Accordingly, the summary combined financial data of Predecessor
B are not comparable with the pro forma and Company's financial data subsequent
to January 1, 1995 in all respects.

The pro forma information reflects the impact of certain purchase accounting
adjustments such as depreciation of property, plant and equipment, amortization
of goodwill, intangibles and deferred financing fees, and interest expense
related to RELTEC Acquisition debt. The pro forma financial information for the
year ended December 31, 1995 excludes the impact of the Rockwell Acquisition and
the effect of nonrecurring purchase accounting charges related to acquired
in-process research and development.

7
<PAGE>

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------------------------------------------
<S> <C> <C> <C> <C> <C>

<CAPTION>
PREDECESSOR B PRO FORMA(1)
1993 1994 1995 1996 1997
------------- --------- ------------- --------- ---------
<S> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Net sales.................................................... $ 438.1 $ 458.9 $ 513.8 $ 689.4 $ 887.2
Cost of sales(2)............................................. 309.6 322.3 361.6 482.9 633.4
------------- --------- ------------- --------- ---------
Gross profit................................................. 128.5 136.6 152.2 206.5 253.8
Operating expenses:
Research and product engineering........................... 39.5 42.4 45.5 46.5 55.7
Selling and administrative................................. 57.7 62.6 65.6 75.7 94.1
Goodwill and intangible amortization....................... 12.5 12.7 20.9 24.5 31.9
Write-off of acquired in-process research and
development.............................................. -- -- -- 8.9 0.7
Other (income) expense..................................... 4.7 0.8 0.9 (0.2) (1.8)
------------- --------- ------------- --------- ---------
Total operating expenses 114.4 118.5 132.9 155.4 180.6
------------- --------- ------------- --------- ---------
Operating income (loss)...................................... 14.1 18.1 19.3 51.1 73.2
Interest expense............................................. 31.5 32.1 29.7 25.6 18.6
Income tax provision......................................... 0.7 0.6 0.1 17.4 29.6
Cumulative effect of change in accounting method and
extraordinary charge, net of tax benefit................... -- 1.3 -- 6.3 --
------------- --------- ------------- --------- ---------
Net income (loss)............................................ $ (18.1) $ (15.9) $ (10.5) $ 1.8 $ 25.0
------------- --------- ------------- --------- ---------
------------- --------- ------------- --------- ---------
Basic earnings (loss) per common share:
Income (loss) before extraordinary charge(3)(4)............ $ 0.20 $ 0.51
Net income (loss)(4)....................................... 0.04 0.51
Diluted earnings (loss) per common share:
Income (loss) before extraordinary charge(3)(5)............ 0.20 0.50
Net income (loss)(5)....................................... 0.04 0.50

OTHER FINANCIAL DATA:
Adjusted net income (loss)(6)................................ $ (13.4) $ (13.8) $ (9.9) $ 17.8 $ 24.5
Adjusted cash net income (loss)(6)........................... (0.9) (1.1) 7.5 37.8 50.7
Net cash provided by operating activities.................... 3.9 5.0 -- 61.6 33.9
Net cash used for investing activities....................... (13.9) (14.5) -- (111.9) (64.2)
Net cash provided by financing activities.................... 8.8 8.9 -- 54.6 33.5
EBITDA(7).................................................... 37.8 41.4 56.3 93.7 126.9
Adjusted EBITDA(7)........................................... 42.5 42.2 57.2 103.9 126.1
Capital expenditures......................................... 15.0 13.8 11.8 16.9 26.5
</TABLE>

<TABLE>
<CAPTION>
AS OF
DECEMBER 31, 1997
----------------------
<S> <C> <C>
ACTUAL AS ADJUSTED
--------- -----------
BALANCE SHEET DATA:
Working capital............................................................................. $ 127.2 $
Total assets................................................................................ 804.6
Total debt(8)............................................................................... 272.2
Stockholders' equity........................................................................ 346.9
</TABLE>

(FOOTNOTES ON NEXT PAGE)

8
<PAGE>
- ------------------------
(1) The pro forma financial information for the year ended December 31, 1995
gives effect to the RELTEC Acquisition as if it had occurred on January 1,
1995.

(2) For the year ended December 31, 1996, cost of sales includes nonrecurring
purchase accounting charges of $1.3 million related to the write-off of
inventory acquisition step-up.

(3) Income (loss) before extraordinary charge represents earnings (loss) per
share before an extraordinary charge of $6.3 million or $(0.16) per share
for the year ended December 31, 1996.

(4) Calculated based on a weighted average number of shares outstanding of
39,498,277 and 48,837,053 for the years ended December 31, 1996 and 1997,
respectively.

(5) Calculated based on a weighted average number of shares and options
outstanding of 39,834,904 and 49,705,758 for the years ended December 31,
1996 and 1997, respectively.

(6) Management believes that in addition to cash flows and net income, adjusted
net income and adjusted cash net income are useful performance measures for
assessing the operating performance of the Company because, together with
net income and cash flows, adjusted net income and adjusted cash net income
provide investors with additional bases to evaluate the Company's financial
resources from operating activities. Adjusted net income and adjusted cash
net income do not represent net income or cash flows from operating,
investing or financing activities as defined by GAAP and do not necessarily
indicate that cash flows will be sufficient to fund cash needs nor may these
measures be comparable to similarly titled measures reported by other
companies. They should not be considered as alternatives to net income as an
indication of the Company's operating performance or to cash flows as a
measure of liquidity. The following table reconciles net income (loss) and
adjusted cash net income (loss):

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------------------------------------
PRO FORMA
1993 1994 1995 1996 1997
--------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Net income (loss)............................................... $ (18.1) $ (15.9) $ (10.5) $ 1.8 $ 25.0
Nonrecurring purchase accounting charges:
Acquired in-process research and development................ -- -- -- 8.9 0.7
Acquired inventory step-up.................................. -- -- -- 1.3 --
Gain on curtailment of pension benefits....................... -- -- -- -- (6.5)
Reserve for investment in NextWAVE............................ -- -- -- -- 5.0
Facility closing and relocation costs......................... 4.7 0.8 -- 2.5 --
Receipt from software settlement agreement.................... -- -- -- (2.5) --
Discontinued financing transaction............................ -- -- 0.9 -- --
--------- --------- --------- --------- ---------
Nonrecurring adjustments, pretax............................ 4.7 0.8 0.9 10.2 (0.8)
Income tax effect of above adjustments(a)..................... -- -- (0.3) (0.5) 0.3
Cumulative effect of accounting change, net of tax............ -- 1.3 -- -- --
Extraordinary item, net of tax................................ -- -- -- 6.3 --
--------- --------- --------- --------- ---------
Adjusted net income (loss)...................................... (13.4) (13.8) (9.9) 17.8 24.5
Goodwill amortization......................................... 10.7 10.7 10.7 12.9 17.7
Intangible amortization....................................... 1.8 2.0 10.2 11.6 14.2
Intangible amortization income tax effect(a).................. -- -- (3.5) (4.5) (5.7)
--------- --------- --------- --------- ---------
Adjusted cash net income (loss)................................. $ (0.9) $ (1.1) $ 7.5 $ 37.8 $ 50.7
--------- --------- --------- --------- ---------
--------- --------- --------- --------- ---------
</TABLE>

- ------------------------

(a) Based on the Company's tax rate for the applicable period.

(7) EBITDA represents earnings before interest expense, income taxes,
depreciation and goodwill and intangible amortization expense. Adjusted
EBITDA represents EBITDA adjusted for the effects of other nonrecurring
(income) expense and nonrecurring purchase accounting charges described in
note (6) above. Management believes that in addition to cash flows and net
income, adjusted EBITDA is a useful performance measure for assessing the
operating performance of the Company because, together with net income and
cash flows, adjusted EBITDA provides investors with an additional basis to
evaluate the ability of the Company to incur and service debt and to fund
acquisitions and other

9
<PAGE>

capital expenditures. Adjusted EBITDA does not represent net income or cash
flows from operating, investing or financing activities as defined by GAAP
and does not necessarily indicate that cash flows will be sufficient to fund
cash needs nor may these measures be comparable to similarly titled measures
reported by other companies. It should not be considered as an alternative to
net income as an indication of the Company's operating performance or to cash
flows as a measure of liquidity. The following table reconciles net income
(loss) before cumulative effect of change in accounting and extraordinary
charge to EBITDA and adjusted EBITDA:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------------------------------------
PRO FORMA
1993 1994 1995 1996 1997
--------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Net income (loss) before cumulative effect of change in
accounting and extraordinary charge............................ $ (18.1) $ (14.6) $ (10.5) $ 8.1 $ 25.0
Adjustments:
Interest expense.............................................. 31.5 32.1 29.7 25.6 18.6
Income taxes.................................................. 0.7 0.6 0.1 17.4 29.6
Depreciation expense.......................................... 11.2 10.6 16.1 18.1 21.8
Goodwill amortization......................................... 10.7 10.7 10.7 12.9 17.7
Intangible amortization....................................... 1.8 2.0 10.2 11.6 14.2
--------- --------- --------- --------- ---------
EBITDA.......................................................... 37.8 41.4 56.3 93.7 126.9
Total nonrecurring adjustments................................ 4.7 0.8 0.9 10.2 (0.8)
--------- --------- --------- --------- ---------
Adjusted EBITDA................................................. $ 42.5 $ 42.2 $ 57.2 $ 103.9 $ 126.1
--------- --------- --------- --------- ---------
--------- --------- --------- --------- ---------
</TABLE>

(8) Includes $1.0 million of redeemable preferred stock.

10
<PAGE>
RISK FACTORS

IN ADDITION TO THE OTHER INFORMATION CONTAINED HEREIN, PROSPECTIVE INVESTORS
SHOULD CAREFULLY CONSIDER THE RISK FACTORS SET FORTH BELOW BEFORE MAKING AN
INVESTMENT IN THE COMMON STOCK OFFERED HEREBY.

RAPID TECHNOLOGICAL CHANGE AND IMPORTANCE OF NEW PRODUCTS

Technology in the telecommunications equipment industry has evolved, and is
expected to continue to evolve, rapidly. The introduction of new products,
technologies and applications and the emergence of new industry standards can
render existing products or products in development obsolete. Rapid and
significant changes in technology have compelled telecommunications equipment
suppliers to invest significant amounts in new technology in order to remain
competitive. Any failure by the Company to anticipate or respond on a
cost-effective and timely basis to technological developments, changes in
industry standards or customer requirements, or any significant delays in
product development or introduction, could have a material adverse effect on the
Company's ability to compete in the telecommunications equipment industry.

UNCERTAIN MARKET FOR BROADBAND SYSTEMS

Although the Company has made significant investments in developing its
proprietary broadband systems, there can be no assurance that consumer demand
for, or customer purchases of, broadband platforms generally will reach the
levels or will occur at the times anticipated by the Company in the United
States or internationally. In addition, in the event of significant demand for
broadband technology, there can be no assurance that the Company's broadband
platform will be compatible with the industry standards ultimately adopted or
generally accepted for such systems. Development, customer acceptance and the
timing of such development or customer acceptance of new technologies and
applications is inherently uncertain, and there can be no assurance that systems
such as the Company's broadband platform will be commercially successful.

POTENTIAL FLUCTUATIONS IN FUTURE OPERATING RESULTS

The Company's operating results may fluctuate significantly from quarter to
quarter due to several factors, including, without limitation, the volume and
timing of orders from and shipments to major customers, the timing of new
product announcements by and the availability of products from the Company or
its competitors, the overall level of capital expenditures by public network
providers, market acceptance of new and enhanced versions of the Company's
products, variations in the mix of products, systems and services sold by the
Company or its sales channels and the availability and cost of key components.
The Company's expense levels are based in part on expectations of future
revenues. If revenue levels in a particular period do not meet expectations,
operating results will be adversely affected. In addition, the Company's results
of operations are subject to seasonal factors. The Company has historically
experienced a stronger demand for certain of its products at certain times
during the year, particularly its outdoor products, primarily as a result of
customer budget cycles and appropriate weather for installation of the Company's
systems.

LONG AND UNPREDICTABLE SALES CYCLES

The Company expects that the period of time between initial customer contact
with respect to the evaluation of the purchase of a product and an actual
purchase order may span a year or more. In addition, even when committed to
proceed with deployment of equipment, telecommunications carriers and service
providers typically undertake extensive and lengthy product evaluation and
factory acceptance and field testing of new equipment before purchasing and
installing any of it in their networks. Additionally, the purchase of network
equipment is typically carried out by network operators with multiyear
purchasing programs, which may increase or decrease annually as the operators
adjust their capital equipment budgets

11
<PAGE>

and purchasing priorities. The Company's customers do not typically share
information on the duration or magnitude of planned purchasing programs, nor do
they consistently provide to the Company advance notice of contemplated changes
in their capital equipment budgets and purchasing priorities. These
uncertainties substantially complicate the Company's manufacturing planning.
Curtailment or termination of customer purchasing programs, decreases in
customer capital budgets or reduction in the purchasing priority assigned to
equipment produced by the Company, particularly if significant and unanticipated
by the Company, could have a material adverse effect on the Company's business,
financial condition, results of operations or cash flows.

COMPETITION

The telecommunications equipment industry is highly competitive, and the
Company believes that competition may increase substantially as the introduction
of new technologies, deployment of broadband networks and potential regulatory
changes create new opportunities for established and new companies in the
industry. In addition, a number of the Company's competitors have significantly
greater financial and other resources than the Company to meet new competitive
opportunities. RELTEC's Access Systems products compete in North America with
products offered by DSC Communications, Lucent Technologies, Northern Telecom
and Advanced Fibre Communications. In addition, the Company's Access Systems
products compete indirectly with companies that produce alternate technologies
such as PairGain Technologies, ADTRAN and ADC Telecommunications. RELTEC's
Integrated Wireless Solutions products compete primarily on a regional basis
with Hoffman Schroff, Rittal and Zero Corporation, as well as with a number of
captive or allied manufacturing companies serving telecommunications OEMs. Most
of the independent competitors for Integrated Wireless Solutions do not provide
the same range of integrated capabilities that the Company offers. RELTEC's
Network Components and Services compete by product and region with a variety of
manufacturers and service providers, the largest of which include Lucent
Technologies, Northern Telecom, Siecor, Raychem and Argus Technologies, as well
as several other telecommunications OEMs.

The rapid technological developments within the telecommunications industry
have resulted in frequent changes to the Company's group of competitors. The
Company believes its success in competing with other manufacturers of
telecommunications products depends primarily on its engineering, manufacturing
and marketing skills, the price, quality and reliability of its products and its
delivery and service capabilities. The Company may face increasing pricing
pressures from current and future competitors in certain or all of the markets
for its products and services.

The Company believes that technological change, the increasing addition of
data, video and other services to networks, continuing regulatory change and
industry consolidation or new entrants will continue to cause rapid evolution in
the competitive environment of the telecommunications equipment market, the full
scope and nature of which is difficult to predict. Increased competition could
result in price reductions, reduced margins and loss of market share by the
Company. The Company believes industry regulatory change may create new
opportunities for suppliers of telecommunications equipment; however, the
Company expects that such opportunities may attract increased competition from
others as well. The Company also believes that the rapid technological changes
which characterize the telecommunications industry will continue to make the
markets in which the Company competes attractive to new entrants. There can be
no assurance that the Company will be able to compete successfully with its
existing or new competitors or that competitive pressures faced by the Company
will not materially and adversely affect its business, financial condition,
results of operations or cash flows.

HISTORY OF NET LOSSES

For the years ended December 31, 1993, 1994, 1995 (pro forma), 1996 and
1997, the Company incurred a net loss of $18.1 million, $15.9 million and $10.5
million and had net income of $1.8 million and

12
<PAGE>

$25.0 million, respectively. There can be no assurance that the Company will not
incur additional losses in the future.

CHANGING REGULATORY ENVIRONMENT

The telecommunications industry is subject to regulation in the United
States and other countries. Federal and state agencies regulate most of the
Company's U.S. customers. The Company's business will be dependent upon the
telecommunications industry in the United States and internationally, which is
affected by regulation. Legislation has been adopted in the United States that
lifts certain restrictions on the ability of companies, including certain
customers of the Company, to compete with the Company. In particular, the RBOCs
are no longer prohibited from commercially manufacturing the types of equipment
and systems that the Company produces. The resulting effect of such legislation
on the market for the Company's products is difficult to predict at this time.
Changes in current or future laws or regulations in the United States or
elsewhere could have a material adverse effect on the Company's business,
financial condition, results of operations or cash flows.

CUSTOMER CONCENTRATION

The universe of potential customers for the Company's products is relatively
limited. Moreover, increased competition among telecommunications companies has
produced a trend toward consolidation within the industry, absorbing some new
market entrants and reducing the number of existing telephone companies. As
companies combine operations, they may seek to realize economies of scale by
consolidating their network architectures or limiting the number of outside
suppliers of equipment. In the event that a significant existing customer of the
Company is merged with another telecommunications company, there can be no
assurance that such customer will continue to purchase its systems from the
Company. In 1997, sales to the Company's top five customers--BellSouth, GTE,
Nokia, SBC Communications and Sprint--represented approximately 46% of the
Company's total sales. Of these customers only BellSouth and Sprint accounted
for more than 10% of the Company's total sales during the same period. The loss
of a significant customer could have a material adverse effect on the Company's
business, financial condition, results of operations or cash flows.

RESEARCH AND PRODUCT DEVELOPMENT

Management believes that the Company's success will depend on its ability to
develop and introduce in a timely manner new products and enhancements to its
existing products. The Company has announced the development of a number of new
products including its international NGDLC platform and small line size NGDLC
platforms. There can be no assurance that the Company will not experience
difficulties that could delay or prevent the successful development,
introduction or marketing of such new products and enhancements, or that its new
products and enhancements will adequately meet the requirements of the
marketplace and achieve market acceptance. Announcements of currently planned or
other new product offerings by the Company or its competitors may cause
customers to defer or cancel the purchase of existing Company products. The
Company's inability to develop on a timely basis new products or enhancements to
existing products, or the failure of such new products or enhancements to
achieve market acceptance, could have a material adverse effect on the Company's
business, financial condition, results of operations or cash flows.

In addition, new products and enhancements offered by the Company may
contain undetected or unresolved errors when they are first introduced or as new
versions are released. There can be no assurance that despite extensive testing
by the Company, errors will not be found in new products or upgrades after
commencement of commercial shipments, resulting in delays in or loss of market
acceptance and sales, diversion of development resources, injury to the
Company's reputation or increased service and warranty costs, any of which could
have a material adverse effect on the Company's business, financial condition,
results of operations or cash flows.

13
<PAGE>
RISKS ASSOCIATED WITH ACQUISITIONS

The Company expects to continue to identify and acquire companies with
complementary products or services that may be expected to enhance the Company's
operations and profitability. However, there can be no assurance that the
Company will be able to acquire suitable acquisition targets on acceptable
terms. In addition, if the Company completes any such acquisitions, there can be
no assurance that the Company will be able to integrate the operations of any
acquired company successfully with existing operations or that any of such
acquisitions will prove profitable. Completed acquisitions may reduce the
financial resources available to the Company to invest in product development or
other internal growth.

INTERNATIONAL OPERATIONS

International sales accounted for 14%, 24% and 25% of the Company's net
sales in 1995, 1996 and 1997, respectively, and the Company expects that
international sales will increase as a percentage of net sales in the future. In
addition, the Company expects to commit substantial resources to expand into new
markets internationally. The Company has manufacturing operations located in
Canada, China, Mexico and the United Kingdom. Due to its export sales and
international manufacturing operations, the Company is subject to the risks of
conducting business internationally, including unexpected changes in legislative
or regulatory requirements, currency fluctuations which could materially and
adversely affect U.S. dollar revenues or operating expenses, tariffs and other
barriers and restrictions, potentially longer payment cycles, greater difficulty
in accounts receivable collection, potentially adverse taxes, and the burdens of
complying with a variety of foreign laws and telecommunications standards. The
Company also is subject to general geopolitical risks, such as political and
economic instability and changes in diplomatic and trade relationships, in
connection with its international operations. There can be no assurance that
such factors will not have a material adverse effect on the Company's operations
in the future or require the Company to modify significantly its current
business practices. In addition, the laws of certain foreign countries may not
protect the Company's proprietary technology to the same extent as do the laws
of the United States. See "Business -- Manufacturing and Facilities."

POTENTIAL NEED FOR ADDITIONAL CAPITAL RESOURCES

The Company expects to fund its anticipated additional capital requirements
through existing resources, internally generated funds and additional debt or
equity financing as appropriate. There can be no assurance, however, that the
Company will be successful in producing sufficient cash flow or raising
additional debt or equity capital on terms that it will consider acceptable. In
addition, the Company's future capital requirements will depend upon a number of
factors, including research and development and marketing expenses, staffing
levels and customer growth, as well as other factors that will not be within the
Company's control such as competitive conditions or governmental regulation.
Failure to generate sufficient funds may have a material adverse effect on the
Company's business, financial condition, results of operations or cash flows.

INTELLECTUAL PROPERTY

The Company relies on a combination of patents, trade secrets, trademarks,
copyrights and other intellectual property law, nondisclosure agreements and
other protective measures to protect its proprietary rights. The Company also
utilizes unpatented proprietary know-how and trade secrets and employs various
methods to protect its trade secrets and know-how. Although the Company employs
a variety of intellectual property in the development and manufacturing of its
products, it believes that none of such intellectual property is individually
critical to its current operations. Taken as a whole, the Company believes its
intellectual property rights are significant and that the loss of all or a
substantial portion of such rights could have a material adverse effect on its
results of operations. There can be no assurance that the Company's intellectual
property protection measures will be sufficient to prevent misappropriation of
the Company's technology. In addition, the laws of many foreign countries do not

14
<PAGE>
protect the Company's intellectual properties to the same extent as the laws of
the United States. From time to time, the Company may desire or be required to
renew or to obtain licenses from others in order to further develop and market
commercially viable products effectively. There can be no assurance that any
necessary licenses will be available on reasonable terms.

COMPANY SUBJECT TO CONTROL OF THE KKR PARTNERSHIPS

Following the Offering, CMT Associates, L.P. and KKR Partners II, L.P. (the
"KKR Partnerships") will own approximately % of the outstanding Common Stock
of the Company on a fully diluted basis. KKR Associates, L.P., a New York
limited partnership ("KKR Associates"), is the general partner of the KKR
Partnerships and therefore indirectly controls RELTEC and has the power to elect
a majority of its directors, appoint new management and approve any action
requiring the approval of the holders of Common Stock, including adopting
amendments to RELTEC's Certificate of Incorporation and approving mergers or
sales of substantially all of the Company's assets. In addition, the majority
ownership position of the KKR Partnerships may preclude or slow the consummation
of an unsolicited bid to acquire the Company. There can be no assurance that the
interests of the KKR Partnerships and KKR Associates will not conflict with the
interests of the other holders of Common Stock.

ENVIRONMENTAL MATTERS

The Company is subject to comprehensive and changing foreign, federal,
state, provincial and local environmental requirements, including those
governing discharges to the air and water, the handling and disposal of solid
and hazardous wastes and the remediation of contamination associated with
releases of hazardous substances. The Company believes that it is in compliance
with current material environmental requirements. Nevertheless, the Company uses
solvents and other hazardous substances, and as is the case with manufacturers
in general, if a release of hazardous substances occurs on or from the Company's
properties, the Company may be held liable and may be required to pay the cost
of remedying the condition. The amount of any such liability could be material.

The Company has made, and will continue to make, expenditures to comply with
current and future environmental requirements. The Company anticipates that it
may incur additional capital expenditures and will incur operating costs in the
future to comply with existing laws and regulations and new requirements arising
from new or amended statutes. In addition, because the applicable regulatory
agencies have not yet promulgated final standards for some existing
environmental programs, the Company cannot at this time reasonably estimate the
cost for compliance with these additional requirements. The amount of any such
compliance cost could be material.

ABSENCE OF PUBLIC MARKET AND POSSIBLE VOLATILITY OF STOCK PRICE

Prior to the Offering, there has been no public market for the Common Stock.
Following the Offering there can be no assurance that a regular trading market
for the Common Stock will either develop or be sustained. The initial public
offering price for the Company's Common Stock will be established as a result of
negotiations between the Underwriters and the Company and may not reflect the
market price of the Common Stock following the Offering. The market price of the
Common Stock will be subject to fluctuations in response to quarterly financial
reports, analysts' earnings estimates, announcements of new products and
innovations by the Company or its competitors, general conditions in the
telecommunications equipment and service industry and other market factors. In
addition, the stock market in recent years has experienced extreme price and
volume fluctuations that often have no relationship or a disproportionate
relationship to the operating performance of the listed companies. These
fluctuations may adversely affect the market price of the Company's stock.

15
<PAGE>
RELIANCE ON KEY MANAGEMENT

The Company is dependent on the retention of, and the continued performance
by, its senior management. There can be no assurance that key management
personnel will continue to remain in the employ of RELTEC, and the loss of such
personnel could have a material adverse effect on the Company.

IMMEDIATE DILUTION

Purchasers of the Common Stock will experience an immediate and substantial
dilution of $ per share. To the extent that outstanding options to
purchase the Company's Common Stock are exercised, there will be future
dilution. See "Dilution."

SHARES ELIGIBLE FOR FUTURE SALE

As of December 31, 1997, the Company had 50,038,608 shares of Common Stock
outstanding (excluding shares of Common Stock offered hereby). After the
Offering, the holders of shares of Common Stock issued prior to the Offering
will be entitled to certain registration rights under the Securities Act, at the
expense of the Company. Such shares may also be sold under Rule 144 of the
Securities Act, depending on the holding period of such securities and subject
to significant restrictions in the case of shares held by persons deemed to be
affiliates of the Company. No prediction can be made as to the effect, if any,
that future sales of shares, or the availability of shares for future sale, will
have on the market price of the Common Stock prevailing from time to time. Sales
of substantial amounts of Common Stock (including shares issued upon the
exercise of stock options), or the perception that such sales could occur, may
adversely affect prevailing market prices for the Common Stock. The Company has
agreed not to offer, sell, contract to sell or otherwise dispose of any Common
Stock for a period of days after the date of this Prospectus without the
written consent of Morgan Stanley & Co. Incorporated. The KKR Partnerships and
executive officers of the Company also have agreed not to offer, sell, contract
to sell or otherwise dispose of any Common Stock for a period of days after
the date of this Prospectus without the written consent of Morgan Stanley & Co.
Incorporated. The KKR Partnerships have no current intention to sell their
Common Stock upon the expiration of such period. As of December 31, 1997,
without giving effect to the Offering, the KKR Partnerships and the executive
officers in the aggregate owned shares of Common Stock, including
shares of Common Stock issuable pursuant to existing stock options. See
"Principal Stockholders" and "Shares Eligible for Future Sale."

16
<PAGE>
THE COMPANY

RELTEC is a leader in the design, manufacture and sale of a broad range of
telecommunications systems, products and services to wireline and wireless
service providers and OEMs in North America and around the globe. Most of the
Company's systems, products and services can be found in the access portion of
the telecommunications network. The Company conducts business in a single
industry segment, the global telecommunications equipment market. This segment
includes integrated systems and components for voice, video and data
communications. For management purposes, the Company's net sales are classified
into three groupings: Access Systems, Integrated Wireless Solutions and Network
Components and Services.

The Company was formed in July 1995 by management and the KKR Partnerships
to acquire Reliance Comm/Tec Corporation from the Reliance Electric Company, a
subsidiary of Rockwell International Corporation. Reliance Comm/Tec Corporation
was the successor to telecommunications equipment businesses that have been in
continuous operation for over 60 years.

The Company was incorporated in Delaware in June 1995 as "K-Tec Holdings,
Inc." In October 1995, the Company changed its name to RELTEC Holdings, Inc.,
and in January 1998, the Company changed its name to RELTEC Corporation. The
Company's principal executive offices are located at 5900 Landerbrook Drive,
Suite 300, Cleveland, Ohio 44124-4019, and the telephone number at that address
is (440) 460-3600.

USE OF PROCEEDS

The net proceeds to the Company from the sale of the shares of
Common Stock offered hereby are estimated to be approximately $ million
($ if the over-allotment option granted to the Underwriters by the Company
is exercised in full), after deducting underwriting discounts and commissions
and offering expenses. A portion of the net proceeds will be used to repay
indebtedness under its credit facility (the "New Credit Facility") and its money
market lines of credit ("Money Market Lines of Credit").

At December 31, 1997, the weighted average interest rates on the New Credit
Facility and the Money Market Lines of Credit were 6.92% and 7.18% per annum,
respectively. The New Credit Facility expires on September 30, 2003, and
borrowings under the Money Market Lines of Credit mature at specified dates less
than one year after incurrence.

The Company expects to use the remaining proceeds, if any, for general
corporate purposes, including the funding of working capital requirements.
Pending such uses, the Company will invest the net proceeds of the Offering in
investment-grade, interest-bearing securities.

From time to time, the Company evaluates opportunities to enter into
potential acquisitions, strategic investments, joint ventures or other similar
transactions and may use a portion of the net proceeds to enter into such
transactions. There are no present understandings or agreements with respect to
any such transactions, and there can be no assurance that the Company will enter
into any such arrangements.

17
<PAGE>
DIVIDEND POLICY

The Company has never declared or paid cash dividends on its Common Stock.
The Company currently intends to retain any future earnings for use in its
business and does not anticipate paying any cash dividends in the foreseeable
future. The declaration and payment in the future of any cash dividends will be
at the election of the Company's Board of Directors and will depend upon the
earnings, capital requirements and financial position of the Company, future
debt covenants, general economic conditions and other pertinent factors.

In addition, the Company has certain limitations or restrictions on its
ability to pay dividends. The Company is a holding company that conducts its
operations through a number of its subsidiaries, and has no business operations
of its own. Accordingly, the Company is dependent on the receipt of cash from
its subsidiaries to pay dividends, as well as to meet its expenses and other
obligations generally. Certain of the Company's debt instruments contain
financial covenants and other restrictions that prohibit or restrict the payment
of dividends by the Company's subsidiaries to RELTEC and by RELTEC to its
stockholders. See "Description of Certain Indebtedness."

18
<PAGE>
CAPITALIZATION

The following table sets forth the current maturities of debt and
capitalization of the Company at December 31, 1997 and as adjusted to give
effect to the sale by the Company of shares of Common Stock at an
assumed initial public offering price of $ per share and the application of
the estimated net proceeds therefrom. This table should be read in conjunction
with "Use of Proceeds," "Selected Consolidated Financial Data" and the Company's
Consolidated Financial Statements and the Notes thereto included elsewhere in
this Prospectus.

<TABLE>
<CAPTION>
AS OF DECEMBER 31, 1997
------------------------
<S> <C> <C>
ACTUAL AS ADJUSTED
--------- -------------

<CAPTION>
(IN MILLIONS)
<S> <C> <C>
Current maturities of debt................................................................. $ 20.9 $
--------- -----
--------- -----
Long-term debt, excluding current maturities............................................... $ 250.3 $
--------- -----
Preferred stock, $.01 par value, 1,000,000 shares authorized(1); 1,000 shares of Series A
redeemable preferred stock issued and outstanding at December 31, 1997 with $1,000 per
share redemption value................................................................... 1.0 1.0
Stockholders' equity:
Common stock, $.01 par value; 60,000,000 shares authorized; 50,038,608 shares issued
and outstanding at December 31, 1997(1)(2)........................................... 0.5
Additional paid-in capital............................................................. 344.6
Accumulated deficit.................................................................... (3.7) (3.7)
Currency translation adjustment........................................................ 5.5 5.5
--------- -----
Total stockholders' equity......................................................... 346.9
--------- -----
Total capitalization............................................................. $ 598.2 $
--------- -----
--------- -----
</TABLE>

- ------------------------
(1) On January 14, 1998, the Company increased its authorized shares of Common
Stock to 150,000,000 and its authorized shares of preferred stock to
20,000,000.

(2) Excludes (i) 3,648,040 shares of Common Stock issuable upon exercise of
stock options outstanding as of December 31, 1997, of which options to
purchase 1,128,818 shares were then exercisable and (ii) 4,176,211 shares of
Common Stock reserved for future issuance under the Company's equity plans.
See "Management--Benefit Plans."

19
<PAGE>
DILUTION

As of December 31, 1997, the Company's net tangible book deficit was $47.1
million, or $0.94 per share. After giving effect to the sale of the Common Stock
in the Offering (assuming that the Underwriters' over-allotment option is not
exercised) at an assumed initial offering price of $ per share and application
of the estimated net proceeds therefrom, the pro forma net tangible book value
as of December 31, 1997 was $ million, or $ per share. This amount represents
an immediate increase in net tangible book value of $ per share to existing
shareholders and an immediate dilution in pro forma net tangible book value of
$ per share to new investors. The following table illustrates this dilution:

<TABLE>
<S> <C> <C>
Assumed initial public offering price per share........................................... $
Consolidated net tangible book deficit per share as of December 31, 1997.................. $ (0.94)
Increase per share attributable to the Offering(1)........................................ $
Pro forma consolidated net tangible book value after the Offering......................... $
Dilution per share to new investors....................................................... $
</TABLE>

- ------------------------
(1) After deducting underwriting discounts and commissions and estimated
offering expenses.

The following table summarizes the differences, on a pro forma basis as of
December 31, 1997, between the existing stockholders and the new investors with
respect to the number of shares purchased from the Company, the total
consideration paid and the average price per share paid:

<TABLE>
<CAPTION>
SHARES PURCHASED TOTAL CONSIDERATION
----------------------- --------------------- AVERAGE PRICE
NUMBER PERCENT AMOUNT PERCENT PER SHARE
------------ --------- ---------- --------- -------------
<S> <C> <C> <C> <C> <C>
Existing stockholders.............................. 50,038,608% $ 345.5% $ 6.90
New investors......................................
------------ --------- ---------- ---------
Total............................................ 100.0% $ 100.0%
------------ --------- ---------- ---------
------------ --------- ---------- ---------
</TABLE>

The tables above assume no exercise of any outstanding options to purchase
Common Stock, and therefore exclude (i) 3,648,040 shares of Common Stock
issuable upon exercise of stock options outstanding as of December 31, 1997, of
which options to purchase 1,128,818 shares were then exercisable at a weighted
average exercise price of $6.19 per share, and (ii) 4,176,211 shares of Common
Stock reserved for future issuance under the Company's equity plans. The
exercise of such options will be dilutive to new investors. See
"Management--Benefit Plans."

20
<PAGE>
SELECTED CONSOLIDATED FINANCIAL DATA
(IN MILLIONS, EXCEPT SHARE AMOUNTS)

The following selected financial data should be read in conjunction with
"Management's Discussion and Analysis of Financial Condition and Results of
Operations," the Company's Consolidated and Combined Financial Statements and
the Notes thereto and the other information contained elsewhere in this
Prospectus. The summary historical combined financial data for the years ended
December 31, 1993 and 1994 are derived from the audited Combined Financial
Statements of the Company ("Predecessor B") prior to the acquisition of
Reliance, the former corporate parent of the Company, by Rockwell effective
January 1, 1995 (the "Rockwell Acquisition"). The historical combined financial
data for the seven months ended July 31, 1995 are derived from the audited
combined financial statements of RELTEC ("Predecessor A") prior to its
acquisition by management and KKR (the "RELTEC Acquisition") on July 31, 1995.
The pro forma financial data for the year ended December 31, 1995 was derived
from the audited combined financial statements of the Company through July 31,
1995, prior to the RELTEC Acquisition and the audited consolidated financial
statements of the Company subsequent to the RELTEC Acquisition, giving effect to
the RELTEC Acquisition as if it had occurred on January 1, 1995. The RELTEC
Acquisition has been accounted for under the purchase method of accounting and
accounting adjustments in connection therewith have been reflected in the
financial data. Accordingly, the summary combined financial data of Predecessor
B are not comparable with the pro forma and Company's financial data subsequent
to January 1, 1995 in all respects.

21
<PAGE>

<TABLE>
<CAPTION>
PREDECESSOR A SUCCESSOR
------------- -------------------------------------------
PREDECESSOR B
-------------------- SEVEN FIVE
MONTHS MONTHS YEAR ENDED
YEAR ENDED ENDED ENDED DECEMBER 31,
DECEMBER 31, JULY 31, DECEMBER 31, --------------------------
-------------------- ------------- --------------- PRO FORMA(1)
1993 1994 1995 1995 1995 1996
--------- --------- ------------- --------------- --------------- ---------
STATEMENT OF OPERATIONS DATA:
<S> <C> <C> <C> <C> <C> <C>
Net sales........................................ $ 438.1 $ 458.9 $ 288.3 $ 225.5 $ 513.8 $ 689.4
Cost of sales (2)................................ 309.6 322.3 205.3 166.2 361.6 482.9
--------- --------- ------ ------ ------ ---------
Gross profit..................................... 128.5 136.6 83.0 59.3 152.2 206.5
Operating expenses:
Research and product engineering................. 39.5 42.4 27.1 18.3 45.5 46.5
Selling and administrative....................... 57.7 62.6 39.1 27.6 65.6 75.7
Goodwill and intangible amortization............. 12.5 12.7 11.6 9.0 20.9 24.5
Write-off of acquired in-process research and
development.................................... -- -- 32.9 35.3 -- 8.9
Other (income) expense........................... 4.7 0.8 -- 0.9 0.9 (0.2)
--------- --------- ------ ------ ------ ---------
Total operating expenses......................... 114.4 118.5 110.7 91.1 132.9 155.4
--------- --------- ------ ------ ------ ---------
Operating income (loss).......................... 14.1 18.1 (27.7) (31.8) 19.3 51.1
Interest expense................................. 31.5 32.1 19.0 12.5 29.7 25.6
Income tax provision (benefit)................... 0.7 0.6 (14.1) (13.9) 0.1 17.4
Cumulative effect of change in accounting method
and extraordinary charge, net of tax benefit... -- 1.3 -- -- -- 6.3
--------- --------- ------ ------ ------ ---------
Net income (loss)................................ $ (18.1) $ (15.9) $ (32.6) $ (30.4) $ (10.5) $ 1.8
--------- --------- ------ ------ ------ ---------
--------- --------- ------ ------ ------ ---------
Basic earnings (loss) per common share:
Income (loss) before extraordinary
charge(3)(4)................................. $ (0.88) $ 0.20
Net income (loss)(4)........................... (0.88) 0.04
Diluted earnings (loss) per common share:
Income (loss) before extraordinary
charge(3)(5)................................. (0.88) 0.20
Net income (loss)(5)........................... (0.88) 0.04

OTHER FINANCIAL DATA:
Adjusted net income (loss)(6).................... $ (13.4) $ (13.8) $ (11.2) $ 0.9 $ (9.9) $ 17.8
Adjusted cash net income (loss)(6)............... (0.9) (1.1) (1.4) 8.4 7.5 37.8
Net cash provided by (used for) operating
activities..................................... 3.9 5.0 (6.6) 19.3 -- 61.6
Net cash used for investing activities........... (13.9) (14.5) (6.3) (5.5) -- (111.9)
Net cash provided by (used for) financing
activities..................................... 8.8 8.9 14.9 (11.9) -- 54.6
EBITDA(7)........................................ 37.8 41.4 (6.7) (16.2) 56.3 93.7
Adjusted EBITDA(7)............................... 42.5 42.2 26.2 31.3 57.2 103.9
Capital expenditures............................. 15.0 13.8 6.3 5.5 11.8 16.9

<CAPTION>
1997
---------
STATEMENT OF OPERATIONS DATA:
<S> <C>
Net sales........................................ $ 887.2
Cost of sales (2)................................ 633.4
---------
Gross profit..................................... 253.8
Operating expenses:
Research and product engineering................. 55.7
Selling and administrative....................... 94.1
Goodwill and intangible amortization............. 31.9
Write-off of acquired in-process research and
development.................................... 0.7
Other (income) expense........................... (1.8)
---------
Total operating expenses......................... 180.6
---------
Operating income (loss).......................... 73.2
Interest expense................................. 18.6
Income tax provision (benefit)................... 29.6
Cumulative effect of change in accounting method
and extraordinary charge, net of tax benefit... --
---------
Net income (loss)................................ $ 25.0
---------
---------
Basic earnings (loss) per common share:
Income (loss) before extraordinary
charge(3)(4)................................. $ 0.51
Net income (loss)(4)........................... 0.51
Diluted earnings (loss) per common share:
Income (loss) before extraordinary
charge(3)(5)................................. 0.50
Net income (loss)(5)........................... 0.50
OTHER FINANCIAL DATA:
Adjusted net income (loss)(6).................... $ 24.5
Adjusted cash net income (loss)(6)............... 50.7
Net cash provided by (used for) operating
activities..................................... 33.9
Net cash used for investing activities........... (64.2)
Net cash provided by (used for) financing
activities..................................... 33.5
EBITDA(7)........................................ 126.9
Adjusted EBITDA(7)............................... 126.1
Capital expenditures............................. 26.5
</TABLE>

<TABLE>
<CAPTION>
AS OF
DECEMBER
31, 1997
-----------
BALANCE SHEET DATA: ACTUAL
-----------
<S> <C> <C>
Working capital......................................................................................... $ 127.2
Total assets............................................................................................ 804.6
Total debt (8).......................................................................................... 272.2
Stockholders' equity.................................................................................... 346.9

<CAPTION>
BALANCE SHEET DATA: AS ADJUSTED
-----------------
<S> <C>
Working capital......................................................................................... $
Total assets............................................................................................
Total debt (8)..........................................................................................
Stockholders' equity....................................................................................
</TABLE>

(FOOTNOTES ON NEXT PAGE)

22
<PAGE>
- --------------------------
(1) The pro forma financial information for the year ended December 31, 1995
gives effect to the RELTEC Acquisition as if it had occurred on January 1,
1995.

(2) For the five months ended December 31, 1995 and year ended December 31,
1996, cost of sales includes nonrecurring purchase accounting charges of
$11.3 million and $1.3 million, respectively, related to the write-off of
inventory acquisition step-up.

(3) Income (loss) before extraordinary charge represents earnings (loss) per
share before an extraordinary charge of $6.3 million or $(0.16) per share
for the year ended December 31, 1996.

(4) Calculated based on a weighted average number of shares outstanding of
34,363,638, 39,498,277 and 48,837,053 for the five months ended December 31,
1995 and the years ended December 31, 1996 and 1997, respectively.

(5) Calculated based on a weighted average number of shares and options
outstanding of 34,363,638, 39,834,904 and 49,705,758 for the five months
ended December 31, 1995 and years ended December 31, 1996 and 1997,
respectively.

<TABLE>
<CAPTION>
YEAR ENDED
YEAR ENDED SEVEN DECEMBER 31,
DECEMBER 31, MONTHS FIVE MONTHS ----------------------
-------------------- ENDED JULY ENDED DEC. PRO FORMA
1993 1994 31, 1995 31, 1995 1995 1996
--------- --------- ----------- ----------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C>
Net income (loss).................................... $ (18.1) $ (15.9) $ (32.6) $ (30.4) $ (10.5) $ 1.8
Nonrecurring purchase accounting charges:
Acquired in-process research and development..... -- -- 32.9 35.3 -- 8.9
Acquired inventory step-up....................... -- -- -- 11.3 -- 1.3
Gain on curtailment of pension benefits............ -- -- -- -- -- --
Reserve for investment in NextWAVE................. -- -- -- -- -- --
Facility closing and relocation costs.............. 4.7 0.8 -- -- -- 2.5
Receipt from software settlement agreement......... -- -- -- -- -- (2.5)
Discontinued financing transaction................. -- -- -- 0.9 0.9 --
--------- --------- ----------- ----------- ----------- ---------
Nonrecurring adjustments, pretax................. 4.7 0.8 32.9 47.5 0.9 10.2
Income tax effect of above adjustments(a).......... -- -- (11.5) (16.2) (0.3) (0.5)
Cumulative effect of accounting change, net of
tax.............................................. -- 1.3 -- -- -- --
Extraordinary item, net of tax..................... -- -- -- -- -- 6.3
--------- --------- ----------- ----------- ----------- ---------
Adjusted net income (loss)........................... (13.4) (13.8) (11.2) 0.9 (9.9) 17.8
Goodwill amortization.............................. 10.7 10.7 6.5 4.5 10.7 12.9
Intangible amortization............................ 1.8 2.0 5.1 4.5 10.2 11.6
Intangible amortization income tax effect(a)....... -- -- (1.8) (1.5) (3.5) (4.5)
--------- --------- ----------- ----------- ----------- ---------
Adjusted cash net income (loss)...................... $ (0.9) $ (1.1) $ (1.4) $ 8.4 $ 7.5 $ 37.8
--------- --------- ----------- ----------- ----------- ---------
--------- --------- ----------- ----------- ----------- ---------

1997
---------
<S> <C>
Net income (loss).................................... $ 25.0
Nonrecurring purchase accounting charges:
Acquired in-process research and development..... 0.7
Acquired inventory step-up....................... --
Gain on curtailment of pension benefits............ (6.5)
Reserve for investment in NextWAVE................. 5.0
Facility closing and relocation costs.............. --
Receipt from software settlement agreement......... --
Discontinued financing transaction................. --
---------
Nonrecurring adjustments, pretax................. (0.8)
Income tax effect of above adjustments(a).......... 0.3
Cumulative effect of accounting change, net of
tax.............................................. --
Extraordinary item, net of tax..................... --
---------
Adjusted net income (loss)........................... 24.5
Goodwill amortization.............................. 17.7
Intangible amortization............................ 14.2
Intangible amortization income tax effect(a)....... (5.7)
---------
Adjusted cash net income (loss)...................... $ 50.7
---------
---------
</TABLE>

- ------------------------------

(a) Based on the Company's tax rate for the applicable period.

23
<PAGE>

flows from operating, investing or financing activities as defined by GAAP
and does not necessarily indicate that cash flows will be sufficient to fund
cash needs nor may these measures be comparable to similarly titled measures
reported by other companies. It should not be considered as an alternative
to net income as an indication of the Company's operating performance or to
cash flows as a measure of liquidity. The following table reconciles net
income (loss) before cumulative effect of change in accounting and
extraordinary charge to EBITDA and adjusted EBITDA:

<TABLE>
<CAPTION>
PREDECESSOR
A SUCCESSOR
----------- -----------------------------------
PREDECESSOR B
-------------------- SEVEN FIVE
MONTHS MONTHS YEAR ENDED
YEAR ENDED ENDED ENDED DECEMBER 31,
DECEMBER 31, JULY 31, DEC. 31, ----------------------
-------------------- ----------- ----------- PRO FORMA
1993 1994 1995 1995 1995 1996
--------- --------- ----------- ----------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C>
Net income (loss) before cumulative effect of
change in accounting and extraordinary charge.... $ (18.1) $ (14.6) $ (32.6) $ (30.4) $ (10.5) $ 8.1
Adjustments:
Interest expense................................. 31.5 32.1 19.0 12.5 29.7 25.6
Income taxes..................................... 0.7 0.6 (14.1) (13.9) 0.1 17.4
Depreciation expense............................. 11.2 10.6 9.4 6.6 16.1 18.1
Goodwill amortization............................ 10.7 10.7 6.5 4.5 10.7 12.9
Intangible amortization.......................... 1.8 2.0 5.1 4.5 10.2 11.6
--------- --------- ----------- ----------- ----------- ---------
EBITDA............................................. 37.8 41.4 (6.7) (16.2) 56.3 93.7
Total nonrecurring adjustments................... 4.7 0.8 32.9 47.5 0.9 10.2
--------- --------- ----------- ----------- ----------- ---------
Adjusted EBITDA.................................... $ 42.5 $ 42.2 $ 26.2 $ 31.3 $ 57.2 $ 103.9
--------- --------- ----------- ----------- ----------- ---------
--------- --------- ----------- ----------- ----------- ---------

1997
---------
<S> <C>
Net income (loss) before cumulative effect of
change in accounting and extraordinary charge.... $ 25.0
Adjustments:
Interest expense................................. 18.6
Income taxes..................................... 29.6
Depreciation expense............................. 21.8
Goodwill amortization............................ 17.7
Intangible amortization.......................... 14.2
---------
EBITDA............................................. 126.9
Total nonrecurring adjustments................... (0.8)
---------
Adjusted EBITDA.................................... $ 126.1
---------
---------
</TABLE>

(8) Includes $1.0 million of redeemable preferred stock.

24
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

THE MATTERS DISCUSSED HEREIN MAY INCLUDE "FORWARD-LOOKING STATEMENTS" AS
DEFINED IN THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. SUCH STATEMENTS
INVOLVE RISKS AND UNCERTAINTIES WHICH COULD RESULT IN OPERATING PERFORMANCE THAT
IS MATERIALLY DIFFERENT FROM MANAGEMENT'S PROJECTIONS. THE SECTION OF THIS
PROSPECTUS ENTITLED "RISK FACTORS" SHOULD BE READ IN CONJUNCTION WITH THIS
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS.

OVERVIEW

The Company is a leader in the design, manufacture and sale of a broad range
of telecommunications systems, products and services to wireline and wireless
service providers and OEMs in North America and around the globe. Most of the
Company's systems, products and services can be found in the access portion of
the telecommunications network.

RELTEC Corporation was formed in July 1995 by management and the KKR
Partnerships to acquire Reliance Comm/Tec Corporation from Reliance, a
subsidiary of Rockwell. Reliance Comm/Tec Corporation is the successor to
telecommunications equipment businesses that have been in continuous operation
for over 60 years. Since July 1995, the Company has completed six acquisitions,
strategic investments and joint venture investments for combined consideration
of approximately $185.0 million, the most significant of which was the
acquisition of Rainford Group plc in September 1996 (the "Rainford Acquisition")
for $134.3 million. Rainford is a leading European manufacturer of base station
enclosures and systems for the telecommunications equipment industry.

The Company's acquisitions have been accounted for as purchases.
Accordingly, for financial reporting purposes, an allocation of the purchase
price has been made using estimated fair market values of the assets acquired
and liabilities assumed as of the acquisition date in accordance with Accounting
Principles Board Opinion No. 16--"Business Combinations." The results of these
acquisitions have been included in the accompanying consolidated financial
statements since the respective dates of acquisition.

The Company conducts business in a single industry segment, the global
telecommunications equipment market. This segment includes integrated systems,
components and services for voice, video and data communications. For management
purposes, the Company's net sales are classified into three groupings: Access
Systems, Integrated Wireless Solutions and Network Components and Services.
Sales are generally recognized when goods are shipped or services are provided.
The Company's products are sold directly to end users, such as RBOCs and other
telecommunications service providers, to telecommunications OEMs and, to a
lesser extent, through third party distributors. For certain products,
particularly in Access Systems, the purchase decision process may be long and
unpredictable, and may involve a lengthy standardization and evaluation process.

The Company sells its products in the United States and internationally. The
Company's non-U.S. sales represented approximately 14%, 24% and 25% of net sales
for the years ended December 31, 1995, 1996 and 1997, respectively. The increase
in international sales in 1996 was due primarily to the Rainford Acquisition.
The majority of the Company's international sales are not denominated in U.S.
dollars. While the Company is subject to fluctuations in foreign currency
exchange rates with respect to income derived from international sales not
denominated in U.S. dollars, the costs associated with a majority of these sales
are in the same currency, which partially mitigates the effect of such
fluctuations.

25
<PAGE>
RESULTS OF OPERATIONS

For comparative year-to-year analysis, operating results for the year ended
December 31, 1995 have been prepared on a pro forma basis. The pro forma
information gives effect to the RELTEC Acquisition as if it had occurred on
January 1, 1995. The pro forma information reflects the impact of certain
purchase accounting adjustments such as: depreciation of property, plant and
equipment; amortization of goodwill, intangibles and deferred financing fees;
and interest expense related to acquisition debt. The pro forma financial
information excludes the impact of the Rockwell Acquisition and the effect of
nonrecurring purchase accounting charges related to acquired in-process research
and development and inventory acquisition step-up write-off.

The following table sets forth, for the years indicated, certain statements
of operations and other financial data expressed as a percentage of net sales:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------------------------------
PRO FORMA
1995 1996 1997
--------------- --------------- ---------------
<S> <C> <C> <C>
Net sales............................................................. 100.0% 100.0% 100.0%
Cost of sales......................................................... 70.4 70.0 71.4
----- ----- -----
Gross profit.......................................................... 29.6 30.0 28.6
Operating expenses:
Research and product engineering.................................... 8.8 6.7 6.3
Selling and administrative.......................................... 12.8 11.0 10.6
Goodwill and intangible amortization................................ 4.1 3.6 3.6
Write-off of acquired in-process research and development........... -- 1.3 0.1
Other (income) expense.............................................. 0.1 -- (0.2)
----- ----- -----
Total operating expenses.......................................... 25.8 22.6 20.4
----- ----- -----
Operating income...................................................... 3.8 7.4 8.2
Interest expense...................................................... 5.8 3.7 2.1
Income tax provision.................................................. -- 2.5 3.3
Extraordinary charge, net of tax benefit.............................. -- 0.9 --
----- ----- -----
Net income (loss)..................................................... (2.0)% 0.3% 2.8%
----- ----- -----
----- ----- -----
</TABLE>

The following table sets forth, for the years indicated, net sales by
groupings, expressed in dollar volumes and as a percentage of total net sales:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
---------------------------------------------
1995
(PRO FORMA) 1996 1997
------------- ------------- ---------------
AMOUNT % AMOUNT % AMOUNT %
------ ----- ------ ----- ------- -----
(DOLLARS IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C>
NET SALES:
Access Systems..................... $98.5 19.2% $192.3 27.9% $283.6 32.0%
Integrated Wireless Solutions...... 77.7 15.1 140.4 20.4 195.3 22.0
Network Components and Services.... 337.6 65.7 356.7 51.7 408.3 46.0
------ ----- ------ ----- ------- -----
Total.............................. $513.8 100.0% $689.4 100.0% $887.2 100.0%
------ ----- ------ ----- ------- -----
------ ----- ------ ----- ------- -----
</TABLE>

YEAR ENDED DECEMBER 31, 1997 COMPARED TO YEAR ENDED DECEMBER 31, 1996

Net sales increased $197.8 million, or 28.7%, to $887.2 million for the year
ended December 31, 1997 from $689.4 million for the year ended December 31,
1996. The increase resulted primarily from higher sales of Access Systems and a
full year of results for Rainford. The growth of Access Systems resulted from
increased sales to existing customers and a major product deployment by a new
customer. Excluding

26
<PAGE>

Rainford, Integrated Wireless Solutions sales were slightly down for the year on
weaker international sales of export power products for wireless networks.
Network Components and Services increased over the year due to a broader
customer base. At December 31, 1997, the Company's sales backlog (total dollar
volume of firm sales orders not yet recognized as revenue) had increased to
$156.3 million from $127.8 million at December 31, 1996.

Gross profit increased $47.3 million, or 22.9%, to $253.8 million in 1997
from $206.5 million in 1996. Gross profit as a percentage of net sales decreased
to 28.6% in 1997 from 30.0% in 1996. The decrease in gross profit as a
percentage of sales resulted primarily from the higher relative volume of Access
Systems sales which carry margins below those of Network Components and Services
as well as the effect of lower margin Integrated Wireless Solutions products
offered by Rainford. This decrease was partially offset by an increase in gross
profit as a percentage of sales for the Access Systems products.

Research and product engineering expense increased $9.2 million, or 19.8%,
to $55.7 million in 1997 from $46.5 million in 1996. Research and product
engineering costs declined to 6.3% of net sales in 1997 from 6.7% in 1996
primarily due to the increase in net sales. Approximately half of the Company's
research and product engineering expense in 1997 and 1996 was related to Access
Systems, reflecting the Company's focus on this product line.

Selling and administrative ("S&A") expense increased $18.4 million, or
24.3%, to $94.1 million in 1997 from $75.7 million in 1996. S&A expenses as a
percentage of net sales decreased to 10.6% in 1997 from 11.0% in 1996 primarily
due to higher net sales volume.

Goodwill and intangible amortization increased $7.4 million, or 30.2%, to
$31.9 million in 1997 from $24.5 million in 1996. This increase is primarily the
result of the additional goodwill and intangible amounts resulting from the
Rainford Acquisition. Goodwill and intangible amortization as a percentage of
net sales was 3.6% in 1997 and 1996.

During 1997, $0.7 million of the $1.0 million purchase price for the
acquisition of Fire Networks, Inc. was assigned to acquired in-process research
and development ("R&D") and immediately written off. During 1996, $8.9 million
of the $134.3 million purchase price for the Rainford Acquisition was assigned
to acquired in-process R&D costs and immediately written off.

Other (income) expense increased to 0.2% of net sales or $1.8 million in
1997. This amount primarily consists of $6.5 million of income related to a
curtailment gain resulting from the December 31, 1997 benefit accrual freeze of
the U.S. defined benefit plans offset by $5.0 million of expense related to the
Company's reserve recorded for its investment in NextWAVE Telecom Inc. Other
(income) expense in 1996 included receipt of a one-time fee of $2.5 million
related to a software settlement, and charges of $1.1 million related to a
facility closing and $1.4 million for a facility relocation. These charges were
primarily for employee severance pay and facility shut-down costs.

Interest expense in 1997 decreased $7.0 million, or 27.3%, to $18.6 million
for 1997 from $25.6 million in 1996. This decrease resulted from reduced levels
of debt and lower interest rates. In September 1996, the Company entered into
the New Credit Facility which improved the terms upon which the Company is able
to borrow funds.

The Company's effective income tax rate decreased to 54.2% in 1997 from
68.2% in 1996 due to higher income before taxes in relation to the levels of
nondeductible goodwill amortization expense and the 1996 write-off of acquired
in-process R&D costs.

YEAR ENDED DECEMBER 31, 1996 COMPARED TO YEAR ENDED DECEMBER 31, 1995 (PRO
FORMA)

RELTEC's net sales increased $175.6 million, or 34.2%, to $689.4 million for
the year ended December 31, 1996 from $513.8 million for the year ended December
31, 1995 (pro forma). Rainford represented $38.4 million of the total increase.
Excluding the effect of the Rainford Acquisition, the Company's net sales in
1996 increased 26.7% over 1995. The primary contributors to the 1996 non-
acquisition related sales growth were strong demand for the Company's DISCHS
NGDLC access systems within the United States and integrated wireless base
station enclosures for the United States and Europe.

27
<PAGE>

Network Components and Services net sales increased due to a higher volume of
sales of Central Office products to existing customers and the execution of a
large test systems contract in Latin America. At December 31, 1996, the
Company's sales backlog had increased to $127.8 million from $106.9 million at
December 31, 1995.

Gross profit increased $54.3 million, or 35.7%, to $206.5 million in 1996
from $152.2 million in 1995. Gross profit as a percentage of net sales increased
to 30.0% in 1996 from 29.6% in 1995. The increase in gross profit as a
percentage of net sales resulted primarily from greater efficiences related to
producing higher volumes, offset partially by increased sales of Access Systems
products and the effect of Rainford, both of which carry lower relative margins.

Research and product engineering expense increased $1.0 million, or 2.2%, to
$46.5 million in 1996 from $45.5 million in 1995. Research and product
engineering expense as a percentage of net sales decreased to 6.7% in 1996 from
8.8% in 1995 due to higher sales volume and relatively stable research and
product engineering spending. Research and product engineering expense related
to Access Systems represented slightly less than half of all research and
product engineering expense for both years.

S&A expense increased $10.1 million, or 15.4%, to $75.7 million in 1996 from
$65.6 million in 1995. S&A expense as a percentage of net sales declined to
11.0% in 1996 from 12.8% in 1995 primarily as a result of stable S&A expense
being spread over higher sales volumes.

Goodwill and intangible amortization increased $3.6 million, or 17.2%, to
$24.5 million in 1996 from $20.9 million in 1995. Goodwill and intangible
amortization as a percentage of net sales decreased to 3.6% in 1996 from 4.1% in
1995. This increase is primarily the result of the additional goodwill and
intangibles amounts resulting from the Rainford Acquisition.

During 1996, $8.9 million of the $134.3 million purchase price for the
Rainford Acquisition was allocated to acquired in-process R&D costs and
immediately written off subsequent to the acquisition.

Interest expense decreased $4.1 million, or 13.8%, to $25.6 million in 1996
from $29.7 million in 1995. The decrease resulted from lower interest rates on
the New Credit Facility entered into in September 1996 and the exchange of $75.0
million in principal amount of a bridge loan from the Company's majority
shareholder into common and preferred stock.

For 1996 the Company's effective tax rate was 68.2%. The effective tax rate
is higher than statutory rates in 1996 due to significant amounts of
nondeductible charges for goodwill and acquired in-process R&D costs. The 1995
tax provision reflects a significant amount of nondeductible goodwill
amortization expense and essentially no taxable earnings.

An extraordinary charge of $6.3 million (net of a $3.3 million tax benefit)
was recorded in 1996 to reflect the accelerated amortization of deferred
financing fees associated with the Company's Old Credit Facility which was
extinguished when the New Credit Facility was entered into in September 1996.

QUARTERLY RESULTS OF OPERATIONS

The following table sets forth certain unaudited quarterly financial
information of the Company, for the eight quarters ended December 31, 1997, in
dollars. The Company historically has experienced a stronger demand for certain
of its products at certain times during the year, particularly its outdoor
products, primarily as a result of customer budget cycles and appropriate
weather for installation of the Company's systems. These factors may be offset
in part by the growth in product lines or fluctuations in customer order
volumes. This information has been derived from the quarterly financial
statements of the Company which are unaudited but which, in the opinion of
management, have been prepared on the same basis as the audited financial
statements and include all adjustments (consisting only of normal recurring
adjustments) necessary for a fair presentation of the financial results for such
periods. This information should be read in conjunction with the Consolidated
and Combined Financial Statements and the Notes

28
<PAGE>
thereto and the other financial information appearing elsewhere in this
Prospectus. The operating results for any previous quarter are not necessarily
indicative of results for any future period.

<TABLE>
<CAPTION>
QUARTER ENDED
-----------------------------------------------------------------------------------------------------
MARCH 31, JUNE 30, SEPTEMBER 30, DECEMBER 31, MARCH 31, JUNE 30, SEPTEMBER 30,
1996 1996 1996 1996(1) 1997 1997 1997
----------- ----------- --------------- --------------- ----------- ----------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
(IN MILLIONS)
Net sales:
Access Systems....... $ 38.2 $ 52.9 $ 57.4 $ 43.8 $ 59.5 $ 72.8 $ 77.8
Integrated Wireless
Solutions.......... 21.8 24.4 23.9 70.3 55.2 41.8 41.5
Network Components
and Services....... 80.2 86.8 102.6 87.1 82.0 101.4 105.4
----------- ----------- ------ ------ ----------- ----------- ------
Total net sales...... $ 140.2 $ 164.1 $ 183.9 $ 201.2 $ 196.7 $ 216.0 $ 224.7
----------- ----------- ------ ------ ----------- ----------- ------
----------- ----------- ------ ------ ----------- ----------- ------
Gross profit......... $ 40.3 $ 51.5 $ 58.6 $ 56.1 $ 51.7 $ 64.1 $ 69.3

DECEMBER 31,
1997
---------------
<S> <C>

Net sales:
Access Systems....... $ 73.5
Integrated Wireless
Solutions.......... 56.8
Network Components
and Services....... 119.5
------
Total net sales...... $ 249.8
------
------
Gross profit......... $ 68.7
</TABLE>

- ------------------------

(1) Reflects the first full quarter of operations after the acquisition of
Rainford on September 3, 1996. Rainford's revenues are primarily reflected
under Integrated Wireless Solutions.

LIQUIDITY AND CAPITAL RESOURCES

The Company's primary liquidity needs are working capital requirements,
capital expenditures and investments such as acquisitions, strategic investments
and joint ventures. The Company's working capital requirements have grown as the
Company has grown. Capital expenditures, exclusive of acquisitions, were $11.8
million, $16.9 million and $26.5 million in 1995 (pro forma), 1996 and 1997,
respectively. The Company anticipates that its capital expenditures for 1998
will be approximately $52.0 million. Since the RELTEC Acquisition, the Company
has completed six acquisitions, strategic investments and joint venture
investments for a combined consideration of approximately $185.0 million.
Approximately $148.2 million of such consideration was cash with the remainder
common stock and common stock options of the Company.

The Company has funded its liquidity requirements principally from cash
flows from operations and borrowings under its debt facilities, issuances of its
common stock and to a lesser extent, from capital leases for new equipment.

Cash flows from operating activities were $61.6 million and $33.9 million in
1996 and 1997, respectively. Cash flows from operating activities decreased by
$27.7 million in 1997 compared to 1996 primarily due to a license termination
payment of $11.0 million and a comparatively minor increase in accounts payable
offset by higher net earnings. Refer to Note 8 of the Combined and Consolidated
Financial Statements for further discussion of the license termination.

In connection with the RELTEC Acquisition in July 1995, the Company entered
into the $325.0 million Old Credit Facility, providing $195.0 million of term
loans and $130.0 million of revolving credit, and a $135.0 million bridge loan
("Bridge Loan") from one of the KKR Partnerships. In September 1995, the Company
converted $35.0 million of the Bridge Loan into common equity and repaid $25.0
million of the Bridge Loan from borrowings under the Old Credit Facility. In
August 1996, the remaining portion of the Bridge Loan was exchanged for $74.0
million of common stock and $1.0 million of redeemable preferred stock. The Old
Credit Facility was extinguished in September 1996. At the same time, the
Company entered into the $450.0 million New Credit Facility. The New Credit
Facility consists of a $350.0 million domestic revolving facility and a $100.0
million multi-currency revolving facility. The New Credit Facility contains
provisions for a $30.0 million (or pound sterling equivalent) short-term credit
facility as well as for letters of credit. The New Credit Facility matures on
September 30, 2003. Pursuant to the terms of the New Credit Facility, the
available commitment under the New Credit Facility will be reduced from $450.0
million on September 30, 1999 by $35.0 million, and by $35.0 million per year on
each September 30 thereafter until the balance matures on September 30, 2003.
Principal payments under the New Credit Facility are not otherwise required
until maturity unless there are certain changes in the Company's business
activities as specified in the New Credit Facility. At December 31, 1997, the
weighted average

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interest rate on the New Credit Facility was 6.92% compared to 6.50% at December
31, 1996. At December 31, 1997, the aggregate borrowing availability under the
New Credit Facility was $175.9 million. In October 1996, the Company also
entered into a two-year interest rate swap agreement to reduce its variable
interest rate exposure on borrowings under the New Credit Facility. The swap
fixed the interest rate at 6.11% on a notional amount of $100.0 million. Under
prevailing market rates at December 31, 1997 and 1996, the fair value of the
swap agreement was a liability of $0.3 million and $0.5 million, respectively.

In May 1997, the Company entered into promissory notes with several banks
for $40.0 million of unsecured and uncommitted Money Market Lines of Credit in
addition to the New Credit Facility. At December 31, 1997, $3.7 million was
outstanding at a weighted average interest rate of 7.18%.

In April 1997, the KKR Partnerships contributed an additional $50.0 million
to stockholders' equity in exchange for shares of common stock. In addition,
employee shareholders and the Company's employee savings plan purchased $2.5
million of common stock during 1997.

The Company believes that its cash balances, proceeds from this Offering,
cash generated from future operations and its existing credit facilities will be
adequate to satisfy anticipated working capital requirements, capital
expenditures for equipment and investment requirements for the next twelve
months. As business and market conditions permit, the Company may, from time to
time, invest in or acquire complementary technologies, products or businesses.
These activities may require the Company to seek additional equity or debt to
fund such activities, which could result in dilution to existing stockholders.

The Company has assessed its financial and operational systems and developed
plans to modify and/or replace those systems impacted by the year 2000 issue. A
program is currently underway to implement new business systems that, among
other things, will address all affected systems with a completion date prior to
the year 2000. The Company currently estimates that the cost of this program
will be approximately $31.0 million of which approximately $15.0 million has
been expended through December 31, 1997.

NEW ACCOUNTING PRONOUNCEMENTS

In June 1997 the Financial Accounting Standards Board (the "FASB") issued
Statement of Financial Accounting Standards No. 130 -- "Reporting Comprehensive
Income" ("SFAS 130"). This Statement discusses how to report and display
comprehensive income and its components in a full set of general-purpose
financial statements. Also in June of 1997, the FASB issued Statement of
Financial Accounting Standards No. 131 -- "Disclosures about Segments of an
Enterprise and Related Information" ("SFAS 131"). This Statement establishes
standards for the way that public business enterprises report information about
operating segments in annual financial statements and requires those enterprises
to report selected information about operating segments in interim financial
reports issued to shareholders. SFAS 130 and SFAS 131 must be implemented by
RELTEC in 1998. The Company has not completed its evaluation of these
statements, but does not anticipate a material impact on the consolidated
financial statements from the adoption of the additional disclosure requirements
of these accounting standards.

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BUSINESS

GENERAL

- - ACCESS SYSTEMS -- The Company believes it is one of the top three U.S.
suppliers of next generation digital loop carrier (NGDLC) systems, which the
Company markets under the DISCHS brand name. In addition, RELTEC is a leader
in providing fiber-to-the-curb (FTTC) systems, with what it believes are more
installed FTTC lines in the United States than all other suppliers combined.
In 1997, Access Systems accounted for net sales of $283.6 million, or 32.0% of
the Company's total net sales.

- - INTEGRATED WIRELESS SOLUTIONS -- The Company is one of the leading global
independent suppliers of integrated electro-mechanical subsystems used in
outdoor wireless base stations. These subsystems are sold to the major
telecommunications OEMs and wireless service providers and, together with the
radio electronics manufactured by the wireless OEMs, comprise what is commonly
referred to as a base station. RELTEC also designs and manufactures outside
plant, power systems, cabling and other products and provides installation
services for wireless OEMs and service providers. In 1997, Integrated Wireless
Solutions accounted for net sales of $195.3 million, or 22.0% of the Company's
total net sales.

- - NETWORK COMPONENTS AND SERVICES -- Network Components include: outside plant
products (enclosures, environmental control and heat management systems, and
advanced connection and protection products); power systems and modular power
products; network test and monitoring systems; and data networking racks.
Network Services include program management and aftermarket services. In 1997,
Network Components and Services accounted for net sales of $408.3 million, or
46.0% of the Company's total net sales.

INDUSTRY BACKGROUND

The significant growth in voice, data and video communications traffic in
recent years has caused service providers to focus on increasing the bandwidth
of the PSTN. Transmission speed is limited by the bandwidth of the "slowest"
portion of the network, which is typically found in the access segment. Until
recently, technological solutions to improve the performance of the access
portion of the telephone network were generally not cost effective for
broad-based deployment by service providers. In the current environment,
however, the opportunity for telecommunications equipment providers to increase
the access network bandwidth is being driven by (i) customer demand for improved
data and wireless communications, (ii) the emergence of new service providers,
created by significant regulatory changes and (iii) the emergence of
cost-effective, new technologies which are enabling increased bandwidth.

CURRENT BANDWIDTH LIMITATIONS IN THE ACCESS NETWORK

Most of the existing access portion of the PSTN consists of a copper based
system that was designed to deliver analog voice communications, or plain old
telephone service (POTS). The copper-based analog network, however, does not
have the bandwidth or functionality to support the growing demand for new
services such as high-speed data and video communications. In addition,
traditional copper-based networks require significant maintenance expenditures.
In response to these limitations, service providers began installing digital
fiber optic technology which permits higher speed, higher volume and more
reliable transmission of information. To date, however, the use of digital fiber
optic technology has generally been limited to network backbones and central
office interconnections within high-density traffic areas because of the
historically high cost of deployment and feasibility of installation. In
addition to fiber-based PSTN

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enhancements, several other technologies are being deployed as an alternative to
the traditional copper-based access network. Those technologies include fixed
wireless and hybrid fiber coax (HFC) solutions, both of which, in certain
applications, can transmit signals at significantly higher bandwidth rates than
traditional unmodulated signals over copper.

DEMAND DRIVERS

DATA COMMUNICATIONS. The need for high-speed data transmission has emerged
as the major driver behind customers' demand for increased wireline network
bandwidth. The emergence of the Internet and the corresponding explosion of
Internet related traffic over the PSTN has clearly illustrated its inherent
bandwidth limitations, particularly in the access portion of the network. These
bandwidth limitations have been highlighted not only by the rapid increase in
the number of users seeking to access the Internet, but also the increasingly
bandwidth intensive content on the Internet, such as active graphics and video.
Remote access to corporate LANs by business professionals while at home or while
traveling is also driving the need for more bandwidth.

WIRELESS COMMUNICATIONS. Another important driver of increased demand is
wireless communica-
tions. Wireless communication has grown dramatically over the last decade
including cellular service, PCS, fixed wireless and wireless data transmission.
In developed nations, mobile wireless has grown significantly in recent years as
a result of the convenience of mobility and decreases in the cost per minute of
usage. In addition, in many parts of the world the existing wireless
infrastructure is predominately based on analog technology. Many of these
systems are being replaced or upgraded to digital technology in an effort to
increase capacity and to offer an expanded range of services. In less developed
nations, fixed wireless has emerged as an alternative to traditional wireline
infrastructure owing to the potential for faster deployment, lower construction
costs and lower operating costs. Ease of deployment and operation is critical as
many of these developing nations recognize that their telecommunications
infrastructure is potentially the single greatest catalyst of economic growth.

EMERGENCE OF NEW SERVICE PROVIDERS

Global regulatory changes are increasing the number of competitors in the
access portion of the network and are further accelerating the need for service
providers to upgrade their networks and increase their service offerings. In the
United States, recent deregulation has facilitated competition in the local
exchange for local and long distance telephone service and video services.
Competitors which have emerged and potentially could take customers from
incumbent service providers include competitive local exchange carriers,
interexchange carriers, Internet service providers, cable operators and electric
utilities. Cable operators are already beginning to provide data transmission
services to customers by leveraging the high bandwidth capabilities of their
coaxial cable based infrastructure. In wireless markets, the FCC has completed
several auctions of wireless spectrum to enable the new competitors to enter the
market and enable the deployment of PCS and other wireless services.
Internationally, a number of developed and developing nations have privatized
the state-owned telecommunications monopolies and opened the market to new
service providers. For example, in Europe a consortium of countries has recently
allowed the entrance of new competitors into their local markets.

EMERGENCE OF NEW TECHNOLOGIES

Certain products and services have been introduced in recent years to (i)
increase the speed and quality of digital transmission over copper wires, (ii)
push fiber deeper into the access portion of the network and (iii) provide an
alternate means of accessing the wireline network backbone. While the cost of
deployment of these numerous solutions varies significantly, technological
developments have made each of these solutions much more cost effective in
recent years.

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Examples of these technologies include:

DIGITAL LOOP CARRIERS -- DLCs extend the digital capabilities of the network
from the central office to a remote terminal closer to the customer. NGDLCs
support a fiber feed from the central office to the remote terminal, thereby
pushing fiber deeper into the access portion of the network.

FIBER-TO-THE-CURB -- FTTC systems push fiber deeper within the access
network to a short distance from each customer so that the final transmission
can take place at very high speeds over traditional twisted pair copper
architecture. FTTC systems take advantage of the extremely high bandwidth
characteristics of fiber optic systems.

DIGITAL SUBSCRIBER LINE -- xDSL technologies provide broadband services over
existing copper twisted pairs by modulating and demodulating digital signals.

HYBRID FIBER COAX -- HFC leverages the existing coaxial infrastructure of
cable television operators and enhances the bandwidth and performance
characteristics by adding additional fiber and two-way amplifiers. CATV
operators are deploying cable modems capable of providing high speed data
transmission.

WIRELESS LOCAL LOOP -- WLL uses radio frequency communications instead of
traditional wireline technologies (E.G., copper) to provide network access. In
certain applications WLL can potentially enable faster deployment, lower
construction costs and lower operating costs than traditional wireline access
networks. WLL has the greatest potential in areas with lower population density,
where it can more cost-effectively provide the primary service platform for both
mobile and fixed telecommunications.

The Company believes that the telecommunications industry will continue to
expand and evolve rapidly. As a result of the accelerating changes in the
telecommunications industry, service providers are requiring flexible and
scaleable solutions that not only meet their needs today but also will permit
easy, cost-effective enhancements in the future. In addition, as new enabling
technologies are deployed throughout the access portion of the network, there is
a corresponding demand for high quality infrastructure products such as outside
plant and power supplies.

STRATEGY

The Company's objective is to build and maintain a leading market position
across a broad range of systems, products and services for wireline and wireless
communications networks globally. RELTEC's Access Systems, Integrated Wireless
Solutions systems and Network Components and Services address critical portions
of the access segment of the network. Key elements of the Company's strategy
include:

- - LEVERAGE EXPERTISE TO PROVIDE INTEGRATED SYSTEMS SOLUTIONS -- The Company
believes that its customers place a high degree of value on its ability to
deliver integrated systems solutions due to the increasing complexity of
system-level components and their desire to simplify their strategic supply
chains. The Company intends to continue to leverage its experience of over 60
years in providing high quality network components to design high value
integrated systems solutions. For example, the Company's DEEP FIBER SOLUTIONS
FTTC system integrates environmentally hardened optics and electronics, sealed
enclosures, sophisticated connection and protection solutions, power
assemblies and power systems, system design and system integration.

- - INCREASE BANDWIDTH IN THE ACCESS NETWORK -- Much of the Company's research and
development focus has been and will continue to be on designing architectures
that cost-effectively increase the bandwidth in the access portion of the
PSTN. Specifically, RELTEC's DEEP FIBER SOLUTIONS FTTC system and its ADVANCED
COPPER SOLUTIONS xDSL product offerings provide alternative means to deliver
broadband functionality to the public network. The Company also provides
advanced feature sets including high speed, "always on" Internet connectivity
and analog and digital broadcast video services.

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<PAGE>
- - CAPITALIZE ON ESTABLISHED CUSTOMER RELATIONSHIPS -- The Company believes that
the longevity and breadth of its relationships with a number of major
customers provide competitive advantages. The Company intends to capitalize on
its longstanding relationships with major customers to introduce new system
solutions, products and services more rapidly than its competitors.

- - EXPAND GLOBAL PRESENCE -- RELTEC believes that significant growth in the
telecommunications market will also occur outside of North America as the
result of deregulation and the recognition by many developing nations that a
telecommunications infrastructure is one of the most important enablers of
economic growth. RELTEC's global strategy is to increase its sales, design,
marketing and manufacturing capabilities within each major region of the
world, leveraging its existing customer relationships, product offerings and
technologies.

- - CONTINUE TO IMPROVE MARGINS AND QUALITY -- The Company is continuing to focus
on improving margins and further improving the quality of its systems and
products. The Company's goal is to be the preferred supplier of high quality,
low cost systems and products for its customers. The Company recently
reorganized all of its North American manufacturing operations under common
management in order to address this strategic directive.

- - PURSUE ACQUISITIONS, STRATEGIC INVESTMENTS AND JOINT VENTURES -- The Company
has used and expects to continue to use acquisitions, strategic investments
and joint ventures as an integral part of executing its growth strategies in
Access Systems, Integrated Wireless, and Network Components and Services.
Since July 1995, the Company has completed six such transactions for a
combined consideration of approximately $185 million.

PRODUCTS AND SERVICES

The Company's products and services can be categorized into three general
groupings: (i) Access Systems, (ii) Integrated Wireless Solutions and (iii)
Network Components and Services.

ACCESS SYSTEMS

RELTEC designs, manufactures, markets and supports a suite of local loop
access solutions, including traditional NGDLC systems, FTTC systems, xDSL
solutions and traditional pairgain products. The Company believes RELTEC is
well-positioned to compete in the local loop access markets because of its
strong brand name, its long-standing relationships with customers, the broad
range of its access product offerings and its technologically innovative and
flexible products. The Company's flexible solutions platforms enable customers
to pursue scaleable rollout strategies for traditional POTS and broadband data
and video services, while leveraging their investment in existing
infrastructure.

In 1988, RELTEC was the first company to offer a NGDLC system in the United
States and since such time has shipped over $1.3 billion of product,
representing over five million access lines. The Company has standardized NGDLC
products at many of the largest telecommunications companies in the United
States, including BellSouth, GTE, SBC Communications, Sprint and U S WEST. Once
a system has been introduced in a telecommunications district, the district will
standardize the system to minimize spares and training requirements. The Company
believes that standardized incumbent systems represent a longer term commitment
between the customer and supplier.

TRADITIONAL NGDLC SYSTEM

RELTEC believes that it is one of the top three U.S. suppliers of NGDLC
products using the latest transmission technology for copper, fiber and coaxial
cable networks. The Company sells its NGDLC systems under the DISCHS brand name.
Most of these systems are configured as large traditional NGDLC system to
provide POTS services with line size configurations in the range of 384 to 2,000
access lines. The system architecture typically consists of an optical
transmitter at the central office terminal (COT) and a

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host digital remote terminal (HDT) located in the local loop, with a final drop
to the customer over traditional twisted pair copper.

BROADBAND SYSTEMS

In recent years, RELTEC has broadened its NGDLC offering to include an
advanced, broadband ready platform, as well as data and video feature sets that
allow service providers to offer high speed Internet access and broadcast and
interactive video services over the same system as POTS. The Company offers two
broadband ready systems solutions:

DEEP FIBER SOLUTIONS -- The Company's DEEP FIBER SOLUTIONS system
consists of a traditional COT and HDT, but also extends fiber access to
within 500 feet of the subscriber. Instead of a copper drop from the HDT to
a passive pedestal located near the subscriber's home, fiber is extended
from the HDT to an Optical Network Unit (ONU) located within 500 feet of the
subscriber. The ONU contains active optical electronics that receive the
optical signal from the HDT and convert this signal back to a traditional
electrical signal. At the ONU, the electrical signal is transmitted to the
subscriber over copper or coaxial cable.

The Company believes it is the only company that offers an FTTC solution
that can be deployed economically within 500 feet of the subscriber. Because
the final drop is within 500 feet of the subscriber, the physical
characteristics of the drop cable (the "baseband" characteristics) permit
signal transmission at rates up to 155 Mbps without requiring the addition
of passband modulation electronics such as ISDN or xDSL. In addition, the
Company's DEEP FIBER SOLUTIONS system has significantly lower power
requirements than competing systems and requires only a single fiber (as
opposed to separate upstream and downstream fibers). As a result, the
Company believes that its DEEP FIBER SOLUTIONS system, in certain new
network buildouts, such as MDUs, can be currently deployed at a cost
comparable to the cost of deploying a copper-based system. In addition, the
Company believes that the lifetime cost of its DEEP FIBER SOLUTIONS system
will be significantly lower than copper-based systems due to the inherently
lower maintenance requirements of fiber-based systems. The DEEP FIBER
SOLUTIONS system is the result of RELTEC's ability to leverage its
competencies across access electronics, electronic packaging, heat
management, power and services and its extensive experience within the
physical layer of the local loop. To date, the Company has shipped over
$120.0 million of DEEP FIBER SOLUTIONS systems with a total capacity of over
500,000 lines.

RELTEC has developed advanced data and video feature sets for its DEEP
FIBER SOLUTIONS system that allow users of its systems to deliver high-speed
Internet access and analog and digital broadcast and interactive video
services. The FIBERSTHR feature set allows the DISCHS system to deliver
high-speed Internet access to the ONU using an Ethernet connection.
Individual users connect to the ONU using broadly available traditional LAN
connection devices such as an Ethernet network interface card (NIC). Access
via FIBERSTHR provides a reliable "always on" connection to the Internet
with lower power requirements than other FTTC alternatives. An important
feature for service providers is that the FIBERSTHR architecture provides a
direct connection to the Internet without passing through the CO switch,
which eliminates many of the congestion problems in many metropolitan
switching centers. The FIBERCAST feature set allows the DISCHS system to
deliver analog and digital broadcast and interactive video services. Both
these feature sets can also be readily adapted to address the MSO market for
both upgrade and new build applications. For example, a broadcast "cable"
signal can be purchased by a service provider from a MSO on a wholesale
basis, connected to the HDT and then routed to the appropriate ONU and
ultimately the appropriate subscriber.

ADVANCED COPPER SOLUTIONS -- RELTEC's ADVANCED COPPER SOLUTIONS system
is a platform that allows service providers to take advantage of their
extensive installed base of copper access lines. These solutions require
line cards to be inserted in the DISCHS COT and HDT and a terminal at the

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subscriber's premises. The basic system architecture consists of a
traditional COT and HDT along with modulation/demodulation electronics in
the CO, the HDT and at the subscriber's premises. The Company believes that
individual service providers will decide on "chip level" solutions for
providing high speed data transmission over existing copper. RELTEC's
ADVANCED COPPER SOLUTIONS system gives its customers the flexibility to make
their own "chip level" decisions not dependent on any particular technology
or technical standards for xDSL. Once the decision is made, RELTEC has the
capability to incorporate multiple xDSL solutions from a range of vendors
into its NGDLC system.

SMALL NGDLC SYSTEM

The Company has also recently broadened its NGDLC offering to include
smaller line size systems. Currently, RELTEC offers a 192 line NGDLC system
targeted at smaller line size systems, and expects to offer 24 and 96 line
versions by the end of 1998. Since these smaller systems utilize the same line
cards as the larger systems, the Company believes that those customers that have
large system and small system requirements will prefer using those suppliers who
can offer both solutions since it reduces inventory requirements and simplifies
supply chain management.

INTERNATIONAL NGDLC SYSTEM

To date, all of RELTEC's NGDLC systems have been sold in North America using
Bellcore/ANSI standards. Many areas outside of North America use ITU standards
which are different from Bellcore/ ANSI standards. In addition, feature
requirements are often different, requiring different system designs,
particularly in emerging countries. Principally as a result of these two factors
and in light of what the Company believes is a large market opportunity, the
Company is developing a system solution based on ITU standards under the brand
name MATRIXEXPRESS. Initially, MATRIXEXPRESS will have an E-1 interface, and the
Company currently expects to upgrade MATRIXEXPRESS to SDH compatible fiber optic
capabilities at a later date. The Company is presently involved in litigation
that if determined adversely to the Company could affect the development and
deployment of MATRIXEXPRESS. See "--Legal Proceedings" and "Risk Factors--Rapid
Technological Changes and Importance of New Products."

TRADITIONAL PAIRGAIN

The Company also offers a family of single and multi-channel carrier product
lines that support from one to eight additional voice circuits per pair of
copper. The broad bandwidth of the recently redesigned two channel AML analog
carrier allows service providers to economically offer second line services to
customers who require support for analog modems used for Internet access.

SERVICES

The Company also offers Access Systems design and installation services.
RELTEC believes this capability is particularly important to CLEC customers who
often do not have the same scope of engineering resources that traditional RBOC
customers possess. The Company expanded its capabilities in providing services
to CLECs through its purchase of a privately held St. Louis-based services
company. The Company expects to continue focusing on providing these services to
CLECs, particularly for MDU applications.

INTEGRATED WIRELESS SOLUTIONS

The Company is one of the leading global independent suppliers of integrated
electro-mechanical subsystems used in outdoor wireless base stations. The
Company has supplied over 40,000 outdoor integrated base station systems to
major OEM telecommunications systems integrators in Europe, North America and
around the globe. RELTEC currently provides an electro-mechanical subsystem to
wireless radio OEMs and service providers that, in conjunction with radio
electronics manufactured by the wireless

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<PAGE>

OEMs, comprises the network element commonly referred to as a base station. The
electro-mechanical subsystem consists of an environmentally hardened electronic
enclosure, a heat management system, a high speed backplane, cabling, a power
conversion and distribution system, RF combiners and filters and monitoring and
control systems. The Company currently manufactures most of these components and
purchases certain of these components from third parties. By exploiting the
Company's competencies in outdoor base stations, RELTEC is offering a similarly
integrated base station product for indoor applications and has received initial
orders for such products to be delivered in 1998. Increasingly, RELTEC provides
integration services to its major OEM customers by designing and manufacturing
the complete electro-mechanical subsystem, including those components that are
purchased or consigned from third party suppliers. In addition, the Company
provides its OEM customers a single point of design control on a global basis in
conjunction with the ability to manufacture systems in-region at a number of
locations to local specifications and with local materials and labor. RELTEC
believes this ability is a competitive advantage and that it will become
increasingly important to the global telecommunications OEMs.

In addition to integrated base stations, RELTEC also designs AC-DC power
transfer pedestals, standalone base station enclosures and configured
environmentally controlled vaults, power conversion and distribution systems and
a number of other products, and sells these products to major wireless service
providers and to wireless OEMs. The Company also provides system turn-up
services for many of these customers.

NETWORK COMPONENTS AND SERVICES

Network Components and Services include outside plant products, power
systems, network test products, and project management and aftermarket services.
RELTEC believes that many of its core competencies within Network Components and
Services enhance its ability to design and manufacture more feature rich and
cost competitive Access Systems and Integrated Wireless Solutions systems. The
Company's experience as an active participant in various portions of the access
portion of the PSTN for over 60 years enables it to design and implement highly
effective Network Components and Services. As service providers choose to
install more sophisticated systems, Network Component sales are expected to
increase as the access network is upgraded to meet the requirements of the more
sophisticated systems. For example, as more ADVANCED COPPER SOLUTIONS systems
are installed, copper infrastructure needs to be upgraded and/or replaced, and
as more DEEP FIBER SOLUTIONS systems are deployed, passive pedestals are
replaced with ONUs.

OUTSIDE PLANT

The Company supplies connection, protection and enclosure products for the
outside plant portion of the local loop. The Company believes its design
expertise and competencies in heat management, electromagnetic protection and
enclosure construction are competitive advantages as networks become more
sophisticated with remote intelligence and complex electronics migrating closer
to the service subscriber. Products are marketed under the RELIABLE ELECTRIC and
RAINFORD brand names. The Company supplies products in the following general
categories: distribution pedestals, building entrance terminals, cross connect
terminals, cable television enclosure products, fiber optic splice enclosures,
large electronic configuration cabinets, central office main distribution
frames, heat management systems, power surge protection devices and connection
blocks and terminals.

POWER

RELTEC believes it is a leading supplier of power equipment to service
providers and telecommunications OEMs throughout the world. The communications
power business is built on the premise that a telephone network must provide
uninterrupted services as a lifeline for its subscriber base. As a result, there
exists a need for a source of energy back-up. RELTEC's power products have been

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<PAGE>

marketed under the LORAIN brand name for over 60 years and have become known for
high quality, reliable communications power. RELTEC's power products and systems
can be categorized as follows: large power systems for central office
applications, smaller cabinet power systems with "plug and play" flexibility,
modular power systems, custom power subsystems sold to OEMs, DC distribution and
DC-DC conversion systems and traditional ringing and signaling equipment. In
addition, the Company manufactures hardware and develops software that allow for
remote monitoring and control of power systems.

RELTEC recently introduced its next generation family of power products
under the VORTEX brand name. Based on a single integrated platform for a broad
range of wireline and wireless requirements, this comprehensive,
microprocessor-based, "plug and play" architecture offers intelligent local and
remote power system access that is easily expanded for virtually limitless
system configuration and control. VORTEX allows for software-based
configuration, management, monitoring and remote access.

TEST SYSTEMS

RELTEC's test systems products allow service providers to routinely monitor
the performance of copper cable pairs used for transport of their subscriber's
telephone service and perform electrical tests on copper lines experiencing
customer repair problems. Functioning as part of the service provider's
operation support system, RELTEC supplies measurement units for installation in
switching offices and remote network elements along with application software
which interprets and analyzes data from the measurement units and supplies
comprehensive reports from which service providers can manage their workforce
and coordinate repair of customer outages. RELTEC's test systems products have
been installed in a number of major companies in the United States and have been
successfully deployed throughout the world. RELTEC has deployed its test systems
in numerous locations throughout China through the Company's joint venture in
Guangzhou. RELTEC believes there is a significant opportunity for its test
systems products in a number of developing nations as they focus on enhancing
their telecommunications infrastructure.

SERVICES

RELTEC complements its product offerings with a comprehensive range of
network services which leverage its extensive experience in managing
communication system deployments. The Company focuses its service offerings on
two primary segments: program management and aftermarket services. Program
management consists primarily of engineering and installation services and
includes the complete coordination of network and system design and materials,
equipment and skill-set management. RELTEC also provides a broad range of
aftermarket services, including site contract maintenance, breakdown service,
spare parts provisioning, equipment depot repair and customer training. The
Company's service offerings support both RELTEC products as well as those
products manufactured by other suppliers. As service providers refocus their
efforts on providing revenue generating services, the Company expects to benefit
from a greater level of multiple site program management and outsourcing
opportunities.

GLOBALIZATION

The Company had total non-U.S. sales of approximately $222.2 million, or 25%
of net sales, in 1997. For a geographical breakdown of net sales and operating
profits for 1997, see Note 3 to the Company's Consolidated and Combined
Financial Statements. Besides the direct sales of its systems and services
around the world, RELTEC supplies a range of products to OEMs such as Lucent
Technologies, Motorola, Nokia, Northern Telecom and Siemens which, in turn,
export the finished goods outside the countries in which they are manufactured.

Due to international standards for Access Systems that are different from
standards applicable in the United States, the Company's international growth
efforts to date have been focused primarily on increasing sales of Integrated
Wireless Solutions and Network Components and Services. The Company is

38
<PAGE>
currently developing its MATRIXEXPRESS platform that is compliant with
international standards in order to compete in this rapidly growing market.

The Company maintains global manufacturing, service and sales operations.
The Company has two wholly-owned entities in China -- a power systems company
located in Beijing and an international design center located in Chengdu. The
Company also has two joint ventures in China, one dedicated to test systems and
another which produces main distribution frames and other outside plant products
for the Chinese market. RELTEC's partner in the test systems joint venture is
one of the academic research and development affiliates of the Chinese Ministry
of Post and Telecommunications that participates in the development of the
specifications for a number of products used by the telephone companies in
China, including test. The Company's joint venture in Japan produces power
protection devices, primarily for international distribution. The Company is
currently focused on expanding its worldwide resources and capabilities in
Europe, Latin America and Asia/Pacific. It has established sales offices in
Brazil, China, Costa Rica, Hong Kong, Japan, Mexico, New Zealand, Singapore,
Spain and the United Kingdom. It is the Company's strategy to build integrated
businesses within each global region (North America, Europe, Latin America and
Asia/Pacific) including manufacturing, product development, marketing, sales and
general management.

SALES AND MARKETING

SALES ORGANIZATION

The Company's sales organization divides sales responsibilities into four
geographic regions -- North America, Europe, Latin America and Asia/Pacific. In
addition to the Company's direct sales force, the Company has relationships with
sales representative organizations, agents and distributors in order to expand
its sales and distribution channels. The Company maintains multifaceted
relationships with its customers, involving a broad range of RELTEC employees at
all levels who interface with their respective counterparts. The Company's sales
effort is directed by regional vice presidents and sales managers who are
responsible for relationships with targeted customers. The sales management team
for each customer is responsible for maintaining contacts with their customer
counterparts who have planning and policy responsibility. At the same time,
RELTEC sales engineers with specialized product/service knowledge work with
customers to sell their specific offerings at key levels throughout the customer
organization.

MARKETING ORGANIZATION

Marketing is structured along product and channel lines for the major
product areas. For each major product area there is a vice president of
marketing who is supported by product directors, managers and specialists. A
corporate marketing council and marketing staff coordinates activities among the
business units and provides marketing support services including marketing
communications, marketing research, trademark administration and other
commercial support activities. The Company's marketing organizations develop
strategies for product lines and, along with the Company's sales force, develop
key account/market strategies and define product/service functions and features.
Marketing is responsible for sales support, contract negotiations, in-depth
product presentations, interfacing with operations, setting price levels to
achieve targeted margins, developing new services/business opportunities and
writing proposals in response to customer requests for information or
quotations.

CUSTOMERS

RELTEC sells its telecommunications systems, products and services to a
broad range of customers on a global basis, including the RBOCs, CLECs, IXCs,
independent telephone companies, wireless service providers, private network
operators, OEMs, PTTs, cable systems operators, distributors and other service
providers. The Company enjoys strong relationships with these customers and many
of its products have

39
<PAGE>
become standardized. In addition to other factors, as a result of the high costs
associated with replacing standardized products, RELTEC believes it achieves
high levels of repeat business from these customers.

Some of the Company's customers are listed below:

<TABLE>
<S> <C>
Ameritech Motorola
AT&T Nokia
Bell Atlantic (including NYNEX) Northern Telecom
Bell Canada Rogers Communications
BellSouth SBC Communications (including Pacific
Brooks Fiber Telesis)
Cisco Systems Siemens
Cox Communications Sprint
GTE Telmex
Lucent Technologies Teleport Communications Group
MCI Communications U S WEST
WorldCom
</TABLE>

In 1997, sales to the Company's top five customers--BellSouth, GTE, Nokia,
SBC Communications and Sprint--represented approximately 46% of the Company's
total sales. Of these customers only BellSouth and Sprint accounted for more
than 10% of the Company's total sales during the same period. The loss of a
significant customer could have a material adverse effect on the Company's
business. See "Risk Factors--Customer Concentration."

RESEARCH AND DEVELOPMENT

The Company believes that its future success depends on its ability to adapt
to the rapidly changing telecommunications environment, to maintain its
significant expertise in core technologies and to continue to meet and
anticipate its customers' needs. The Company continually reviews and evaluates
technological changes affecting the telecommunications market and invests
substantially in applications-based research and development. The Company is
committed to an ongoing program of new product development that combines
internal development efforts with acquisitions, joint ventures and licensing or
marketing arrangements relating to new products and technologies from sources
outside the Company.

The Company has focused its recent research and development expenditures on
commercializing its broadband access systems including its DEEP FIBER SOLUTIONS
and ADVANCED COPPER SOLUTIONS along with Network Components that support these
initiatives. The Company believes that its extensive experience in the design
and implementation of high quality network components such as outside plant
products, heat management and power supplies has enabled it to develop
high-value integrated systems solutions. As a result of these development
efforts, the Company believes it has created an industry-leading platform for
cost-effective broadband delivery.

A core component of RELTEC's globalization strategy is the establishment of
design centers in each of North America, Europe, Latin America and Asia/Pacific.
To further this strategy, during 1997, the Company established its Asia/Pacific
design center in Chengdu, China. Management believes that local design
capability will enable the Company to develop products and feature sets that
better match local requirements and development standards and accelerate the
development process by optimizing development communication and expediting
market feedback.

COMPETITION

40
<PAGE>

other resources than the Company to meet new competitive opportunities. RELTEC's
Access Systems products compete in North America with products offered by DSC
Communications, Lucent Technologies, Northern Telecom and Advanced Fibre
Communications, among others. In addition, the Company's Access Systems products
compete indirectly with companies that produce alternate technologies such as
PairGain Technologies, ADTRAN and ADC Telecommunications. RELTEC's Integrated
Wireless Solutions products compete primarily on a regional basis with Hoffman
Schroff, Rittal and Zero Corporation, as well as with a number of captive or
allied manufacturing companies serving telecommunications OEMs. Most of the
independent competitors for Integrated Wireless Solutions do not provide the
same range of integrated capabilities that the Company offers. RELTEC's Network
Components and Services compete by product and region with a variety of
manufacturers and service providers, the largest of which include Lucent
Technologies, Northern Telecom, Siecor, Raychem and Argus Technologies, as well
as several other telecommunications OEMs.

The Company believes that technological change, the increasing addition of
data, video and other services to networks, continuing regulatory change and
industry consolidation or new entrants will continue to cause rapid evolution in
the competitive environment of the telecommunications equipment market, the full
scope and nature of which is difficult to predict. Increased competition could
result in price reductions, reduced margins and loss of market share by the
Company. The Company believes regulatory change in the industry may create new
opportunities for suppliers of telecommunications equipment; however, the
Company expects that such opportunities may attract increased competition from
others as well. The Company also believes that the rapid technological changes
which characterize the telecommunications industry will continue to make the
markets in which the Company competes attractive to new entrants. There can be
no assurance that the Company will be able to compete successfully with its
existing or new competitors or that competitive pressures faced by the Company
will not materially and adversely affect its business, operating results and
financial condition.

MANUFACTURING AND FACILITIES

The Company seeks to deliver its products on time and defect-free, utilizing
processes that are designed with employee involvement and are based on
just-in-time delivery and focused work cells principles. All major operations
meet ISO-9001 international manufacturing standards. The Company is committed to
providing high-quality products that are cost effective to its customers.

As of December 31, 1997, the Company operated 31 facilities worldwide
comprising its world headquarters and 20 principal manufacturing and service
locations. Some of the Company's manufacturing locations contain more than one
facility.

The following table sets forth a summary of these facilities by region:

<TABLE>
<CAPTION>
OWNED FACILITIES LEASED FACILITIES
----------------------------- ---------------------------
APPROX. APPROX.
NUMBER OF AREA (SQ. AREA (SQ.
GEOGRAPHIC LOCATION FACILITIES FT.) NUMBER FT.)
- ------------------------------------------------ --------------- ------------ ------------- ------------
<S> <C> <C> <C> <C>
North America................................... 10 840,724 8 507,945
Europe.......................................... 1 70,000 4 298,147
Latin America................................... -- -- 4 120,965
Asia/Pacific.................................... -- -- 4 118,901
-- --
------------ ------------

Total......................................... 11 910,724 20 1,045,958
-- --
-- --
------------ ------------
------------ ------------
</TABLE>

41
<PAGE>

The Company has a 74% interest in a CO mainframe and protection joint
venture in Shanghai, China, manufactures power protection devices through a
joint venture relationship in Japan and has a 60% interest in a joint venture to
establish its test systems business in Guangzhou, China. The Company also has a
50% interest in a joint venture in the United States (Dantherm Inc.) that
provides thermal management systems for electronic cabinetry.

The Company believes it has sufficient production capacity to meet current
demand for its product offerings. The Company anticipates expanding capacity as
required by leasing, acquiring or building new production facilities. Certain
components used in the Company's products, including certain specific integrated
circuits, are only available from a single source or limited number of
suppliers. Some of the Company's sole-source suppliers are companies which from
time to time allocate parts to telephone equipment manufacturers due to market
demand for telecommunications equipment. Many of the Company's competitors are
much larger and may be able to obtain priority allocations from these shared
suppliers, thereby limiting or making unreliable the sources of supply for these
components. The Company has no supply commitments from its vendors and generally
purchases components on a purchase order basis as opposed to entering into long
term procurement agreements with vendors. To date, the Company has generally
been able to obtain adequate supplies in a timely matter from vendors or, when
necessary, to meet production needs from alternative vendors. The Company
believes that, in most cases, alternate vendors can be identified if current
vendors are unable to fulfill needs. If the Company is unable to obtain
sufficient quantities of these or any other components or if there is a
significant increase in the price of key components, delays or reductions in
manufacturing or product shipments could occur which would have a material
adverse effect on the Company's business, financial condition and results of
operations.

INTELLECTUAL PROPERTY

EMPLOYEES

As of December 31, 1997, RELTEC had 5,273 employees worldwide, including
4,151 employees in operations and engineering, 356 employees in sales and
marketing and 766 employees in corporate and administration. As of December 31,
1997, approximately 65 of the Company's U.S. employees were subject to a
collective bargaining agreement. In addition, certain of its employees in the
United Kingdom, Canada and Mexico are represented by unions. The Company
believes its relationship with its employees is good.

ENVIRONMENTAL MATTERS

The Company is subject to comprehensive and changing foreign, federal, state
and local environmental requirements, including those governing discharges to
the air and water, the handling and disposal of solid and hazardous wastes and
the remediation of contamination associated with releases of

42
<PAGE>

hazardous substances. The Company believes that it is in compliance with current
material environmental requirements. Nevertheless, the Company uses solvents and
other hazardous substances, and as is the case with manufacturers in general, if
a release of hazardous substances occurs on or from the Company's properties the
Company may be held liable and may be required to pay the cost of remedying the
condition. The amount of any such liability could be material.

The Company has made, and will continue to make, expenditures to comply with
current and future environmental requirements with respect to its facilities. In
each of the last three years, the Company's capital expenditures for
environmental compliance have been less than $1.0 million. The Company
anticipates that it may incur additional capital expenditures and will incur
operating costs in the future to comply with existing laws and regulations and
new requirements arising from new or amended statutes. In addition, because the
applicable regulatory agencies have not yet promulgated final standards for some
existing environmental programs, the Company cannot, at this time, reasonably
estimate the cost for compliance with these additional requirements. The amount
of any such compliance cost could be material.

In connection with the RELTEC Acquisition, Rockwell agreed to indemnify the
Company for certain environmental matters. Rockwell is obligated to provide 100%
indemnification for environmental matters relating to the St. Stephen, South
Carolina facility, which was transferred to Rockwell in February 1995. In
addition, Rockwell agreed to indemnify the Company for 75% of clean-up costs and
third-party liabilities exceeding $3.0 million resulting from contaminants
released at the Company's facilities prior to the RELTEC Acquisition provided
that the clean-up costs and third-party liabilities are incurred pursuant to a
governmental order or decree, or at the express direction of a governmental
entity. The above-described indemnification obligations expire fifteen years
from the closing of the RELTEC Acquisition.

LEGAL PROCEEDINGS

In October 1995, Vicor Corporation and its licensing affiliate VLT
Corporation (collectively, "VLT") filed suit against the Company alleging
underpayment of royalties and other defaults under an agreement pursuant to
which VLT licensed to the Company the right to use certain technology related to
power conversion. The case is currently pending in the United States District
Court in Boston, Massachusetts. In June 1997, the Company notified VLT that it
was exercising its right to terminate the agreement because the Company was not
using the VLT technology in any products with material sales. The Company
believes that it has meritorious defenses to VLT's claims and intends to defend
vigorously this suit.

In November 1997, Advanced Fibre Communications, Inc. ("AFC") filed suit
against the Company in a California state court alleging trade secret
misappropriation and other wrongful acts related to the Company's engagement of
Vidar Sun Moon Star ("VSMS") to provide certain engineering services. VSMS is a
licensee of certain AFC technology and AFC alleges that the Company wrongfully
obtained AFC's proprietary information from VSMS related to the Company's
MATRIXEXPRESS product. AFC is seeking injunctive relief as well as monetary
damages. The Company believes that AFC's claims are without merit and intends to
defend vigorously this suit. If the Company is unsuccessful, the Company may be
unable to continue the development, marketing or sale of its MATRIXEXPRESS
product or may be required to modify the current design, which would delay the
deployment of MATRIXEXPRESS. See "Business--Products and Services--Access
Systems--International NGDLC System" and "Risk Factors--Rapid Technological
Changes and Importance of New Products."

43
<PAGE>
MANAGEMENT

DIRECTORS AND OFFICERS

The Bylaws of the Company provide that the directors will be elected
annually. All directors of the Company hold office until the election and
qualification of their successors. Executive officers of the Company are chosen
by the Board of Directors of the Company and serve at its discretion. The
following sets forth certain information regarding the corporate officers,
directors and operating officers of the Company and its operating subsidiaries:

<TABLE>
<CAPTION>
NAME AGE POSITION
- ----------------------------------------------------- --- -----------------------------------------------------
<S> <C> <C>
CORPORATE OFFICERS
Dudley P. Sheffler................................... 53 President, CEO and Director
W. Michael Corkran................................... 44 President, North America and Asia/Pacific
Patrick L. Welker.................................... 51 President, Europe and Latin America
Scott A. Fine........................................ 38 Vice President, Finance
Valerie Gentile Sachs................................ 42 Vice President, General Counsel and Secretary
David G. Phelps...................................... 47 Vice President, Human Resources
John L. Wilson....................................... 48 Vice President, Controller
Ronald W. Baker...................................... 41 Treasurer

DIRECTORS
James H. Greene, Jr.................................. 47 Director
Henry R. Kravis...................................... 54 Director
Alexander Navab, Jr.................................. 32 Director
George R. Roberts.................................... 54 Director

OPERATING OFFICERS
Nicholas A. Camino................................... 57 Vice President/General Manager, Services
Lisa A. Coffman...................................... 37 Vice President, North American Operations
Armando E. Cuesta.................................... 56 Vice President/General Manager, Latin America
Alan W. Ferguson..................................... 49 Managing Director, Europe Wireless
Pantelis P. Paradissis............................... 60 Vice President, Chief Technology Officer
Michael K. Pratt..................................... 43 Vice President/General Manager Access Systems
Richard L. Schwob.................................... 51 Vice President/General Manager Network Components
Philip Y. Shih....................................... 40 Vice President/General Manager, Asia/Pacific
</TABLE>

CORPORATE OFFICERS

DUDLEY P. SHEFFLER has been President and CEO of the Company and a director
of the Company since August 1995. He has served as President of the Company and
its predecessor since 1981. Mr. Sheffler was a director of Reliance Electric
Company from 1993 to 1995 and held a number of management positions in finance,
operations and engineering at Reliance since 1970. Mr. Sheffler is a director of
the Telecommunication Industry Association.

W. MICHAEL CORKRAN has been President, North America and Asia/Pacific and
has had responsibility for the worldwide coordination of wireline activities
since July 1997. Prior to that, he was Vice President/ General Manager, Reliable
Electric Division of the Company (outside plant) and its predecessor since 1993.
From 1990 to 1993, Mr. Corkran served as Director of Marketing for the Reliable
Electric Division and, prior thereto, held various management positions at
Reliance Electric Corporation since 1976.

44
<PAGE>

PATRICK L. WELKER has been President, Europe and Latin America and has had
responsibility for worldwide coordination of wireless activities since July
1997. Prior to that, Mr. Welker was Vice President/ General Manager, Access
Systems of the Company and its predecessor since 1993. From 1991 to 1993, Mr.
Welker was the Vice President and General Manager of the Engineered Systems
Division of Reliance Comm/Tec Corporation and from 1990 to 1991, he served as
General Manager of Reliance Comm/Tec Canada.

SCOTT A. FINE has been Vice President, Finance since December 1997. Mr. Fine
joined the Company in 1996 as Vice President, Strategic Planning & Business
Development after having been in the Investment Banking Division at Goldman,
Sachs & Co. for the previous eleven years. Prior thereto, Mr. Fine was
associated with McKinsey & Company, Inc., a worldwide strategic consulting firm.

VALERIE GENTILE SACHS has been Vice President, General Counsel and Secretary
since December 1997. Prior to that, Mrs. Sachs worked for M.A. Hanna Company for
over nine years, where her last position was Senior Associate Counsel.

DAVID G. PHELPS has been Vice President, Human Resources for the Company and
its predecessor since 1986. Prior to assuming his current position, Mr. Phelps
was Director, Human Resources for Transmission Products at Reliance Comm/Tec.

JOHN L. WILSON has been Vice President and Controller of the Company since
August 1995. From 1993 to August 1995, Mr. Wilson was the Controller of the
Company and its predecessor and prior thereto, from 1989 to 1993, he served as
Controller of the Lorain Products Division of Reliance Comm/Tec. Mr. Wilson held
management positions in audit with Exxon Corporation for ten years before
joining Reliance Electric Company.

RONALD W. BAKER has been the Treasurer of the Company since August 1995.
Prior thereto and since 1978, he held various positions in accounting and
treasury with the Company, its predecessor and Reliance Electric Company.

DIRECTORS

JAMES H. GREENE, JR. has been a director of the Company since June 1995 and
is a member of the limited liability company which serves as the general partner
of KKR and a general partner of KKR Associates. He is also a director of
Accuride Corporation, Bruno's, Inc., Owens-Illinois, Inc., Owens-Illinois Group,
Inc., Randall's Food Markets, Inc., Safeway Inc. and Union Texas Petroleum
Holdings, Inc.

HENRY R. KRAVIS has been a director of the Company since August 1995. He is
a managing member of the limited liability company which serves as the general
partner of KKR and a general partner of KKR Associates. He is also a director of
Accuride Corporation, Amphenol Corporation, Borden, Inc., Bruno's, Inc., Evenflo
& Spalding Holdings Corporation, The Gillette Company, IDEX Corporation,
KinderCare Learning Centers, Inc., KSL Recreation Group, Inc., Merit Behavioral
Care Corporation, Newsquest Capital plc, Owens-Illinois, Inc., Owens-Illinois
Group, Inc., PRIMEDIA, Inc., Safeway Inc., Sotheby's Holdings, Inc., Union Texas
Petroleum Holdings, Inc. and World Color Press, Inc.

ALEXANDER NAVAB, JR. has been a director of the Company since June 1995. He
has been an executive of KKR and a limited partner of KKR Associates since 1993.
From 1991 to 1993, Mr. Navab was an associate at James D. Wolfensohn, Inc. He is
also a director of Borden, Inc., KSL Recreation Group, Inc., Newsquest Capital
plc and World Color Press, Inc.

GEORGE R. ROBERTS has been a director of the Company since August 1995. He
is a managing member of the limited liability company which serves as the
general partner of KKR and a general partner of KKR Associates. He is also a
director of Accuride Corporation, Amphenol Corporation, Borden, Inc., Bruno's,
Inc., Evenflo & Spalding Holdings Corporation, IDEX Corporation, KinderCare
Learning Centers, Inc.,

45
<PAGE>

KSL Recreation Group, Inc., Merit Behavioral Care Corporation, Owens-Illinois,
Inc., Owens-Illinois Group, Inc., PRIMEDIA, Inc., Randall's Food Markets, Inc.,
Safeway Inc., Union Texas Petroleum Holdings, Inc. and World Color Press, Inc.

Messrs. Kravis and Roberts are first cousins.

The Board of Directors intends to appoint two additional directors who are
not affiliated with the Company or KKR promptly following the sale of shares
pursuant to the Offering. The additional directors have not yet been identified.

OPERATING OFFICERS

NICHOLAS A. CAMINO has been Vice President/General Manager, Network Services
since 1989. Prior thereto he held various positions in project management,
applications engineering and systems marketing at Reliance Electric Company and
Reliance Comm/Tec.

LISA A. COFFMAN was appointed Vice President, North American Operations in
August 1997. Prior to that, Ms. Coffman worked for Motorola, Inc. for 15 years
in various manufacturing positions. Most recently, Ms. Coffman had
responsibility for Manufacturing Operations for Motorola's Boynton Beach Paging
Facility, which services the North America and Latin America markets.

ARMANDO E. CUESTA has been Vice President and General Manager, Latin America
since November 1997. Prior to that he was President of ECI Telecom Americas, a
wholly owned subsidiary of ECI Telecom LTD, since July 1996. From 1992 to July
1996, Mr. Cuesta was Senior Vice President--Americas Operations for Telematics
International Inc., a wholly owned subsidiary of ECI Telecom LTD.

ALAN W. FERGUSON has been Managing Director, Europe Wireless since July
1997. Prior to that, he was Group Managing Director of Rainford since October
1994. Prior to that, he held a number of senior managerial positions with
GEC-Plessey Telecommunications. Mr. Ferguson joined RELTEC with the acquisition
of Rainford in 1996.

PANTELIS P. PARADISSIS has been Vice President and Chief Technology Officer
of the Company since January 1997. Prior to that, he was Vice President/General
Manager, Lorain Products Division of Reliance Comm/Tec since 1989. Mr.
Paradissis joined Lorain Products in 1961 and has held a variety of engineering
and marketing positions since then with Reliance Comm/Tec and its predecessor.

MICHAEL K. PRATT has been Vice President/General Manager Access Systems
since July 1997. Prior to that Mr. Pratt was Vice President, Access Products
unit since July 1996. Prior to joining the Company in July 1996, Mr. Pratt held
various positions with DSC Communications Corporation.

RICHARD L. SCHWOB has been Vice President/General Manager Network Components
since January 1997. Prior to that he was Vice President, Sales for the Company
and its predecessor since 1988. From 1987 to 1988, Mr. Schwob served as the
Director of Marketing of Reliance Comm/Tec and from 1969 to 1984, he held
various positions at Reliance Comm/Tec and its predecessor in sales and
marketing.

PHILIP Y. SHIH has been Vice President/General Manager, Asia/Pacific for the
Company since January 1997 after joining the Company in August, 1996 as Vice
President/General Manager-China. Prior to that he worked for AT&T Bell
Laboratories for ten years and Chief Representative, AT&T West China Region with
his most recent position being General Manager, AT&T Chengdu Telecommunications
Company.

COMMITTEES OF THE BOARD OF DIRECTORS

Following the Offering, the Board of Directors will have three standing
committees: an Audit Committee, a Compensation Committee and an Executive
Committee. Messrs. Sheffler, Greene and Navab comprise the Executive Committee
of the Board of Directors. Currently, the Audit Committee

46
<PAGE>
consists of Messrs. Greene and Navab. The Company intends to appoint to the
Audit Committee only persons who qualify as an "independent" director for
purposes of the rules and regulations of the NYSE. The Audit Committee will
select and engage, on behalf of the Company, the independent public accountants
to audit the Company's annual financial statements, and will review and approve
the planned scope of the annual audit. The Compensation Committee will establish
remuneration levels for certain officers of the Company and will perform such
functions as provided under the Company's employee benefit programs and
executive compensation programs. Currently, Messrs. Greene and Navab serve as
members of the Compensation Committee.

COMPENSATION OF DIRECTORS

Directors who are also employees of the Company receive no remuneration for
serving as directors. Each director who is not an employee of the Company
receives an annual retainer of $25,000. The Company maintains a deferred
compensation plan, effective January 1, 1996, for non-employee directors of the
Company (the "Directors' Deferred Compensation Plan"). Such directors may defer
all or a portion of their compensation to a deferred compensation account under
the Directors' Deferred Compensation Plan. Deferred compensation accounts are
credited with interest at the prime rate, and amounts in deferred compensation
accounts become distributable on the date that the director ceases to be a
director or such earlier time approved by the Board of Directors. All directors
will be reimbursed for reasonable expenses incurred to attend director and
committee meetings.

LIMITATIONS ON LIABILITY AND INDEMNIFICATION MATTERS

The Company's Certificate of Incorporation provides that to the fullest
extent permitted by the Delaware General Corporation Law (the "DGCL"), a
director of the Company shall not be liable to the Company or its stockholders
for monetary damages for breach of fiduciary duty as a director. Under the DGCL,
liability of a director may not be limited (i) for any breach of the director's
duty of loyalty to the Company or its stockholders, (ii) for acts or omissions
not in good faith or that involve intentional misconduct or a knowing violation
of law, (iii) in respect of certain unlawful dividend payments or stock
redemptions or repurchases and (iv) for any transaction from which the director
derives an improper personal benefit. The effect of the provisions of the
Company's Certificate of Incorporation is to eliminate the rights of the Company
and its stockholders (through stockholders' derivative suits on behalf of the
Company) to recover monetary damages against a director for breach of the
fiduciary duty of care as a director (including breaches resulting from
negligent or grossly negligent behavior), except in the situations described in
clauses (i) through (iv) above. This provision does not limit or eliminate the
rights of the Company or any stockholder to seek nonmonetary relief such as an
injunction or rescission in the event of a breach of a director's duty of care.
In addition, the Company's Bylaws provide that the Company shall indemnify its
directors, officers, employees and agents against losses incurred by any such
person by reason of the fact that such person was acting in such capacity.

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is therefore
unenforceable.

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following table provides certain summary information concerning
compensation paid or accrued

by the Company to or on behalf of the Company's Chief Executive Officer and each
of the four other most highly compensated executive officers of the Company (the
"Named Executive Officers") during the year ended December 31, 1997:

47
<PAGE>
SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM
------------------------------------- COMPENSATION
OTHER ANNUAL ------------- ALL OTHER
NAME AND PRINCIPAL POSITION SALARY BONUS COMPENSATION LTIP PAYOUTS COMPENSATION(1)
- ----------------------------------------- ---------- ---------- ------------- ------------- ----------------
<S> <C> <C> <C> <C> <C>
Dudley P. Sheffler....................... $ 400,000 $ 370,080 $ -- $ -- $ 13,226
President and Chief
Executive Officer
W. Michael Corkran....................... 200,000 133,640 -- -- --
President, North America
and Asia/Pacific
Patrick L. Welker........................ 200,000 133,640 -- -- 2,574
President, Europe and Latin
America
Alan W. Ferguson(2)...................... 189,750 97,531 -- -- 18,975
Managing Director,
Europe
Richard L. Schwob........................ 179,000 92,006 -- -- 2,496
Vice President and
General Manager
</TABLE>

- ------------------------

(1) Includes (a) payments equal to lost Company savings plan matching
contributions resulting from Code limitations (to Mr. Sheffler, Mr. Welker,
and Mr. Schwob) and (b) a contribution to Mr. Ferguson's Personal Pension
Plan in the United Kingdom.

(2) Mr. Ferguson joined RELTEC with the acquisition of Rainford by RELTEC
effective September 1, 1996. In 1997, Mr. Ferguson's annual salary was
L115,000, his Bonus was L57,500 and the contribution to his Personal Pension
Plan was 10% of his annual salary, or L11,500, all of which were converted
to U.S. dollars at a conversion rate of $1.65 per L1.00.

STOCK OPTIONS GRANTED IN 1997

The following table sets forth information concerning individual grants of
stock options made by the Company during the year ended December 31, 1997 to
each of the Named Executive Officers.

48
<PAGE>
OPTION GRANTS

<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
INDIVIDUAL GRANTS VALUE
------------------------------------------------------ AT ASSUMED ANNUAL RATES
NUMBER OF PERCENT OF OF STOCK PRICE
SECURITIES TOTAL OPTIONS APPRECIATION FOR
UNDERLYING GRANTED TO EXERCISE OR OPTION TERM
OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION ------------------------
NAME GRANTED FISCAL YEAR PER SHARE DATE 5% 10%
- -------------------------------- ----------- --------------- ----------- ----------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C>
Dudley P. Sheffler.............. 60,000 6.9% $ 12.50 4/15/07 $ 471,671 $ 1,195,307
President and Chief
Executive Officer
W. Michael Corkran.............. 55,000 6.3 12.50 4/15/07 432,365 1,095,698
President, North America
and Asia/Pacific
Patrick L. Welker............... 21,200 2.4 12.50 4/15/07 166,657 422,342
President, Europe and 20,000 2.3 12.50 7/31/07 157,224 398,436
Latin America
Alan W. Ferguson................ 20,000 2.3 12.50 4/15/04 157,224 398,436
Managing Director,
Europe
Richard L. Schwob............... 21,200 2.4 12.50 4/15/07 166,657 422,342
Vice President and
General Manager
</TABLE>

AGGREGATED OPTION EXERCISES

None of the Named Executive Officers exercised options in 1997.

BENEFIT PLANS

RETIREMENT PLANS

GENERAL

The Company maintains a number of "tax qualified" retirement plans,
including a 401(k) savings plan, that are each generally available to a broad
classification of its employees. In addition, the Company also maintains frozen
defined benefit pension plans (the "Pension Plans") for certain eligible
salaried and hourly employees (including the Named Executive Officers). Benefits
under the Pension Plans are generally determined on the basis of average
compensation and/or years of service. Effective December 31, 1997, benefit
accruals under the Pension Plans were frozen. Compensation taken into account
under the Pension Plans generally includes salary and bonus and other
compensation disclosed in the Summary Compensation Table. The normal retirement
age under the Pension Plans is 65; however, retirement before age 65 can be
elected under certain conditions. Pension amounts will be reduced to reflect
retirement prior to age 65.

SUPPLEMENTAL RETIREMENT PLAN FOR KEY EMPLOYEES

The Company maintains a Supplemental Retirement Plan for Key Employees (the
"Supplemental Plan"), an unfunded "non-qualified" plan that covers certain
employees designated by the Board (including the Named Executive Officers) who
participate in the Pension Plans and the Deferred Compensation Plan described
below or whose benefits under the Pension Plans are limited due to restrictions
imposed by federal tax laws. Effective December 31, 1997, benefit accruals under
the Supplemental Plan were frozen. Benefits under the Supplemental Plan are
based on years of service (including years of service not taken into account
under the Pension Plan) and total annual compensation

49
<PAGE>
as reported in the Summary Compensation Table and, for participants in the
Deferred Compensation Plan, a specified percentage of average awards under such
plan multiplied by years of service.

SPECIAL RETIREMENT PROGRAM FOR ELECTED OFFICERS

The Company also maintains a deferred compensation plan (the "Special
Retirement Program") for principal officers of the Company who participated in a
similar predecessor plan of Reliance Electric Company. A principal officer must
have served as such for at least two years and, upon retirement, must have at
least ten years of service with the Company to be eligible to participate in the
Special Retirement Program. Eligibility to participate in the Special Retirement
Program is subject to the approval of the Board of Directors of the Company in
the event of retirement prior to the normal retirement date. An individual will
not be eligible to participate in the Special Retirement Program in the event of
retirement prior to reaching age 55.

The maximum retirement allowance provided under the Special Retirement
Program upon a participant's retirement (or at age 60, if retirement commences
before age 60), will be 50% of the average of the three best years of total
"compensation" (salary plus annual bonus), less pension attributable to the
Company contributions under the Company Pension Plan, the Supplemental
Retirement Plan and any retirement plan of a prior employer following retirement
from the Company, and less 50% of primary Social Security benefit. The maximum
retirement allowance of 50% will be payable to the person holding, on
retirement, the office of Chief Executive Officer of the Company, and to any
other participant with 15 years of service with the Company upon retirement. If
a participant, other than the Chief Executive Officer of the Company, has less
than 15 years of service upon retirement, the retirement allowance will be
reduced by .2777% for each month of service less than 180 months. Under the
Special Retirement Program, the group life and medical insurance coverage (other
than salary continuation) in effect for a participant at the time of early
retirement will be continued until normal retirement.

DEFERRED COMPENSATION PLAN

The Company also maintains an unfunded "non-qualified" deferred compensation
plan (the "Deferred Compensation Plan") for elected officers and other key
employees of the Company and its subsidiaries and affiliates, pursuant to which
the Company may elect to award deferred compensation to any of such officers and
employees each calendar year. In addition, because federal law places
limitations on contributions to the Company's 401(k) retirement savings plan and
the defined contribution retirement plan, the Company contributes to the
Deferred Compensation Plan for each participant the amount of matching employer
contributions to which the participant would be entitled under the 401(k)
savings plan and/or the defined contribution retirement plan but for such
limitations. Book entry accounts maintained for each employee under the Deferred
Compensation Plan are credited quarterly with interest at the rate specified by
the Board from time to time (currently at the prime rate). The amounts credited
to such accounts will become distributable at age 65 or earlier with the
approval of the Board of Directors of the Company. In addition, in the event of
a "change of control" (as defined under the Deferred Compensation Plan), payment
of all accounts shall be accelerated and payable in a lump sum within 30 days
after such event.

1995 EQUITY PLAN

The Company has adopted a Stock Purchase and Option Plan for its employees
effective as of August 1, 1995, as amended and restated effective as of July 18,
1996 (the "1995 Equity Plan"). The principal purposes of the 1995 Equity Plan
are to provide incentives for officers and employees of the Company through
grants of non-qualified stock options ("NQSOs") and restricted stock
(collectively, "Grants") to motivate their personal and active interest in the
Company's development and financial success, and to induce them to remain in the
Company's employment.

50
<PAGE>

Under the 1995 Equity Plan, not more than 5,725,000 shares of Common Stock
are authorized for issuance upon exercise of NQSOs or upon vesting of restricted
stock awards. NQSOs are options to purchase shares of Common Stock that are not
"incentive stock options" within the meaning of Section 422 of the Code.
Restricted stock is Common Stock that is subject to restrictions or conditions
on the participant's right to transfer or sell such stock. Furthermore, the
maximum number of shares that may be subject to Grants under the 1995 Equity
Plan to any individual cannot exceed 1,000,000.

ADMINISTRATION

The Compensation Committee of the Company's Board of Directors administers
the 1995 Equity Plan. It is the current intent of the Compensation Committee not
to make any Grants under the 1995 Equity Plan following the Offering.

Subject to the terms and conditions of the 1995 Equity Plan, the
Compensation Committee has the authority to select the individuals, if any, to
whom Grants are to be made, to determine the number of shares to be subject
thereto and the terms and conditions thereof, and to make all other
determinations and to take all other actions necessary or advisable for the
administration of the 1995 Equity Plan. The Compensation Committee is also
authorized to adopt, amend and rescind rules relating to the administration of
the 1995 Equity Plan.

ELIGIBILITY

Restricted stock and NQSOs under the 1995 Equity Plan may be granted to
individuals who are employees of the Company (or any current or future
subsidiaries of the Company) and ceretain other individuals selected by the
Compensation Committee for participation in the 1995 Equity Plan. No Grants may
be made under the 1995 Equity Plan to non-employee directors of the Company or
its subsidiaries, except that, in connection with the Rainford Acquisition, the
Compensation Committee was authorized to make Grants of NQSOs to non-employee
directors as rollover options in return for cancellation of certain options
issued by Rainford ("Rollover Options").

GRANTS UNDER THE 1995 EQUITY PLAN

The 1995 Equity Plan provides that the Compensation Committee may grant or
issue restricted stock or NQSOs, or any combination thereof, to any eligible
individual. Each such Grant will be set forth in a separate agreement with the
person receiving the Grant and will indicate the type, terms and conditions of
the Grant.

NON-QUALIFIED STOCK OPTIONS ("NQSOS") will provide for the right to purchase
Common Stock at a specified price per share that may be less than (but except
for Rollover Options not below 50%) the fair market value of a share of Common
Stock on the date of grant, and usually will become exercisable (at the
discretion of the Compensation Committee) in one or more installments after the
grant date, subject to the participant's continued employment with the Company
and/or subject to the satisfaction of individual or Company performance targets
or other conditions established by the Compensation Committee. Exercise of NQSOs
also may be predicated on the purchase of restricted stock by the participant
pursuant to a Grant. NQSOs issued under the 1995 Equity Plan have a maximum
exercise period of ten years from the date of grant.

RESTRICTED STOCK may be sold to participants at various prices per share
(but not less than 50% of the fair market value of a share of Common Stock on
the date such shares are offered) and made subject to such restrictions as may
be determined by the Compensation Committee. Restricted stock typically may be
repurchased by the Company at the original purchase price in the event of
termination of the participant's employment with the Company other than by
reason of death, disability or retirement at age 65 or in the event of certain
impermissible transfers of Common Stock. In general, restricted stock may not be
sold, or otherwise transferred or hypothecated, until restrictions are removed
or expire. Purchasers of restricted

51
<PAGE>
stock, unlike recipients of options, will have voting rights and will receive
dividends prior to the time when the restrictions lapse.

1998 EQUITY PLAN

Prior to the Offering, the 1998 Equity Participation Plan of RELTEC
Corporation (the "Equity Plan") was approved by the Board of Directors and
stockholders of the Company. The principal purpose of the Equity Plan is to
provide incentives for officers, employees and consultants of the Company
through granting of options, restricted stock and other awards (collectively,
"Awards"), thereby stimulating their personal and active interest in the
Company's development and financial success, and inducing them to remain in the
Company's employment. The Equity Plan is also intended to assist the Company in
attracting and retaining qualified non-employee directors ("Non-Employee
Directors") by providing for the automatic grant of options to Non-Employee
Directors.

Under the Equity Plan, not more than 4,176,211 shares of Common Stock (or
the equivalent in other equity securities) are authorized for issuance upon
exercise of options, stock appreciation rights ("SARs"), and other Awards, or
upon vesting of restricted or deferred stock awards. Furthermore, the maximum
number of shares which may be subject to options, SARs, restricted stock or
other Awards granted under the Equity Plan to any individual in any calendar
year cannot exceed a certain maximum amount.

The principal features of the Equity Plan are summarized below, but the
summary is qualified in its entirety by reference to the Equity Plan, which is
filed as an exhibit to the registration statement of which this Prospectus is a
part.

ADMINISTRATION

Prior to the Company's initial registration of Common Stock under Section 12
of the Exchange Act, the Compensation Committee of the Board will administer the
Equity Plan. Following such registration, the entire Board or a committee
thereof that consists solely of two or more members of the Board, each of whom
is both a "non-employee director" for purposes of Rule 16b-3 under the Exchange
Act ("Rule 16b-3") and an "outside director" for the purposes of Section 162(m)
of the Code, will administer the Equity Plan with respect to grants to employees
or consultants of the Company and the full Board will administer the Equity Plan
with respect to options granted to Non-Employee Directors.

Subject to the terms and conditions of the Equity Plan, the Committee has
the authority to select the employees and consultants, if any, to whom Awards
are to be made, to determine the number of shares to be subject thereto and the
terms and conditions thereof, and to make all other determinations and to take
all other actions necessary or advisable for the administration of the Equity
Plan with respect to grants or awards made to employees or consultants. The
Committee (and the Board of Directors) is also authorized to adopt, amend and
rescind rules relating to the administration of the Equity Plan. Notwithstanding
the foregoing, the Board of Directors shall conduct the general administration
of the Equity Plan with respect to Options granted to Non-Employee Directors.

ELIGIBILITY

Options, SARs, restricted stock and other Awards under the Equity Plan may
be granted to individuals who are employees or consultants of the Company (or
any current or future subsidiaries) selected by the Committee for participation
in the Equity Plan. In addition, the Equity Plan provides for automatic grants
of non-qualified stock options to Non-Employee Directors.

NON-EMPLOYEE DIRECTORS

The Equity Plan provides for (i) automatic grants of non-qualified stock
options to purchase a set number of shares of Common Stock to each Non-Employee
Director at the time of election to the Board

52
<PAGE>
of Directors, and (ii) automatic grants of non-qualified stock options to
purchase a set number of shares of Common Stock to each Non-Employee Director
upon each successive anniversary of such election upon which the Non-Employee
Director remains a member of the Board. Each such grant shall be set forth in a
written agreement between the Company and the Non-Employee Director indicating
the terms and conditions of the option. The exercise price of such options shall
be the fair market value of a share of Common Stock on the date of grant. Each
option shall become exercisable in cumulative annual installments of one-fourth
each on each of the first four anniversaries of the date of the grant so long as
the Non-Employee Director continues to serve as a director of the Company;
provided, however, to the extent permitted by Rule 16b-3, the Board of Directors
may accelerate the exercisability of options upon the occurrence of certain
specified extraordinary corporate transactions or events, and provided further
that upon the occurrence of a "Change in Control" of the Company (as defined in
the Equity Plan) all outstanding options shall become immediately exercisable.
No portion of an option granted to any Non-Employee Director shall be
exercisable after the tenth anniversary of the date of grant or more than 120
days after the termination of the Non-Employee Director's services as director
of the Company.

AWARDS UNDER THE EQUITY PLAN

The Equity Plan provides that the Committee may grant or issue stock
options, SARs, restricted stock, deferred stock, dividend equivalents,
performance awards, stock payments, and other stock related benefits, or any
combination thereof to any eligible employee or consultant. Each such Award will
be set forth in a separate agreement with the person receiving the Award and
will indicate the type, terms and conditions of the Award.

NON-QUALIFIED STOCK OPTIONS ("NQSOS") will provide for the right to purchase
Common Stock at a specified price which, except with respect to NQSOs intended
to qualify as performance-based compensation under Section 162(m) of the Code,
may be less than fair market value on the date of grant (but not less than par
value), and usually will become exercisable (in the discretion of the Committee)
in one or more installments after the grant date, subject to the participant's
continued employment with the Company and/or subject to the satisfaction of
individual or Company performance targets established by the Committee. NQSOs
may be granted for any term specified by the Committee. Notwithstanding the
foregoing, NQSOs granted to Non-Employee Directors shall be subject to the terms
described above. See "--Non-Employee Directors."

INCENTIVE STOCK OPTIONS ("ISOS") will be designed to comply with certain
restrictions contained in the Code. Among such restrictions, ISOs must have an
exercise price not less than the fair market value of a share of Common Stock on
the date of grant, may only be granted to employees, must expire within a
specified period of time following the Optionee's termination of employment, and
must be exercised within ten years after the date of grant; but may be
subsequently modified to disqualify them from treatment as ISOs. In the case of
an ISO granted to an individual who owns (or is deemed to own) at least 10% of
the total combined voting power of all classes of stock of the Company, the
Equity Plan provides that the exercise price must be at least 110% of the fair
market value of a share of Common Stock on the date of grant and the ISO must
expire upon the fifth anniversary of the date of its grant.

RESTRICTED STOCK may be sold to participants at various prices (but not
below par value) and made subject to such restrictions as may be determined by
the Committee. Restricted stock, typically, may be repurchased by the Company at
the original purchase price if the conditions or restrictions are not met. In
general, restricted stock may not be sold, or otherwise transferred or
hypothecated, until restrictions are removed or expire. Purchasers of restricted
stock, unlike recipients of options, will have voting rights and will receive
dividends prior to the time when the restrictions lapse.

DEFERRED STOCK may be awarded to participants, typically without payment of
consideration, but subject to vesting conditions based on continued employment
or on performance criteria established by the Committee. Like restricted stock,
deferred stock may not be sold, or otherwise transferred or

53
<PAGE>
hypothecated, until vesting conditions are removed or expire. Unlike restricted
stock, deferred stock will not be issued until the deferred stock award has
vested, and recipients of deferred stock generally will have no voting or
dividend rights prior to the time when vesting conditions are satisfied.

STOCK APPRECIATION RIGHTS may be granted in connection with stock options or
other Awards, or separately. SARs granted by the Committee in connection with
stock options or other awards typically will provide for payments to the holder
based upon increases in the price of the Company's Common Stock over the
exercise price of the related option or other Awards, but alternatively may be
based upon criteria such as book value. Except as required by Section 162(m) of
the Code with respect to any SAR intended to qualify as performance-based
compensation as described in Section 162(m) of the Code, there are no
restrictions specified in the Equity Plan on the amount of gain realizable from
the exercise of SARs, although restrictions may be imposed by the Committee in
the SAR agreements. The Committee may elect to pay SARs in cash or in Common
Stock or in a combination of both.

DIVIDEND EQUIVALENTS represent the value of the dividends per share paid by
the Company, calculated with reference to the number of shares covered by the
stock options, SARs or other Awards held by the participant.

PERFORMANCE AWARDS may be granted by the Committee on an individual or group
basis. Generally, these Awards will be based upon specific performance targets
and may be paid in cash or in Common Stock or in a combination of both.
Performance Awards may include "phantom" stock Awards that provide for payments
based upon increases in the price of the Company's Common Stock over a
predetermined period. Performance Awards may also include bonuses which may be
granted by the Committee on an individual or group basis and which may be
payable in cash or in Common Stock or in a combination of both.

STOCK PAYMENTS may be authorized by the Committee in the form of shares of
Common Stock or an option or other right to purchase Common Stock as part of a
deferred compensation arrangement or otherwise in lieu of or in addition to all
or any part of compensation, including bonuses, that would otherwise be payable
in cash to the employee or consultant.

SECURITIES LAWS AND FEDERAL INCOME TAXES

SECURITIES LAWS. The 1995 Equity Plan and the Equity Plan (the "Equity
Plans") are intended to conform to the extent necessary with all provisions of
the Securities Act and the Exchange Act and any and all regulations and rules
promulgated by the Securities and Exchange Commission thereunder, including,
without limitation, Rule 16b-3. To the extent permitted by applicable law, the
Equity Plans and options or
other Awards granted thereunder shall be deemed amended to the extent necessary
to conform to such laws, rules and regulations.

GENERAL FEDERAL TAX CONSEQUENCES. Under current federal laws, in general,
recipients of awards and grants of nonqualified stock options, stock
appreciation rights, restricted stock, deferred stock, dividend equivalents,
performance awards, and stock payments under the Equity Plans are taxable under
Section 83 of the Code upon their receipt of Common Stock or cash with respect
to such awards or grants and, subject to Section 162(m) of the Code, the Company
will be entitled to an income tax deduction with respect to the amounts taxable
to such recipients. Under Sections 421 and 422 of the Code, recipients of ISOs
are generally not taxable on their receipt of Common Stock upon their exercises
of ISOs if the ISOs and option stock are held for certain minimum holding
periods and, in such event, the Company is not entitled to income tax deductions
with respect to such exercises.

SECTION 162(M) LIMITATION. In general, under Section 162(m) of the Code,
income tax deductions of publicly-held corporations may be limited to the extent
total compensation (including base salary, annual bonus, stock option exercises
and non-qualified benefits paid) for certain executive officers exceeds $1
million in any one year. However, under Code Section 162(m), the deduction limit
does not apply to

54
<PAGE>
certain "performance-based compensation" established by an independent
compensation committee which is adequately disclosed to, and approved by,
stockholders. In particular, stock options and SARs will satisfy the
"performance-based compensation" exception if the awards are made by a
qualifying compensation committee, the plan sets the maximum number of shares
that can be granted to any person within a specified period and the compensation
is based solely on an increase in the stock price after the grant date (I.E.,
the option exercise price is equal to or greater than the fair market value of
the stock subject to the award on the grant date). Under a Code Section 162(m)
transition rule for compensation plans of corporations which are privately held
and which become publicly held in an initial public offering, the Equity Plans
will not be subject to Code Section 162(m) until the "Transition Date" which is
defined as the earliest of (i) the material modification of the Equity Plans;
(ii) the issuance of all Common Stock and other compensation that has been
allocated under the Equity Plans; or (iii) the first meeting of stockholders at
which directors are to be elected that occurs after December 31, 2001. After the
Transition Date, rights and awards granted under the Equity Plans, other than
options and SARs, will not qualify as "performance-based compensation" for
purposes of Code Section 162(m) unless such rights and awards are granted or
vest upon preestablished objective performance goals, the material terms of
which are disclosed to and approved by the stockholders of the Company.

The Company has attempted to structure the Equity Plans in such a manner
that, after the Transition Date, subject to obtaining stockholder approval of
the Equity Plans, the remuneration attributable to stock options and SARs which
meet the other requirements of Code Section 162(m) will not be subject to the
$1,000,000 limitation. The Company has not, however, requested a ruling from the
IRS or an opinion of counsel regarding this issue.

55
<PAGE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The KKR Partnerships beneficially own 84.6% of the Company's outstanding
shares of Common Stock on a fully diluted basis, and after giving effect to the
Offering will own % on a fully diluted basis. As a result the KKR
Partnerships will have the power to elect all of the Company's directors,
appoint new management and approve any action requiring the approval of the
holders of Common Stock. KKR Associates is the general partner of the KKR
Partnerships. The general partners of KKR Associates are Messrs. Henry R.
Kravis, George R. Roberts, Paul E. Raether, Michael W. Michelson, James H.
Greene, Jr., Michael T. Tokarz, Clifton S. Robbins, Edward A. Gilhuly, Perry
Golkin, Scott M. Stuart and Robert I. MacDonnell. Messrs. Kravis, Roberts and
Greene are also directors of the Company, as is Alexander Navab, Jr., who is an
executive of KKR and a limited partner of KKR Associates. Each of the general
partners of KKR Associates is also a member of KKR & Co., L.L.C., which serves
as the general partner of KKR.

From time to time, KKR has received customary investment banking fees for
services rendered to the Company in connection with divestitures, acquisitions
and certain other transactions. KKR received a fee of $7.5 million in cash from
the Company for negotiating the RELTEC Acquisition and arranging the financing
therefor, plus the reimbursement of its expenses in connection therewith. The
Company paid KKR a $2.0 million fee for consulting services related to the
Rainford Acquisition. In the future, KKR will continue to receive customary fees
for services rendered to the Company in connection with acquisitions,
divestitures and certain other transactions. In addition, KKR has agreed to
render management, consulting and financial services to the Company for an
annual fee of $750,000, payable quarterly. During the year ended December 31,
1997 and 1996, and the five months ended December 31, 1995, the Company paid
$0.8 million, $0.8 million and $0.4 million, respectively, to KKR for such
services and for reimbursement of expenses.

In connection with the RELTEC Acquisition, the KKR Partnerships entered into
Securities Purchase Agreements pursuant to which they acquired 28,000,000 shares
of Common Stock and one of the KKR Partnerships, CMT Associates L.P. ("CMT
Associates"), acquired a Subordinated Promissory Note in the principal amount of
$135,000,000 (the "Bridge Loan"). The Bridge Loan was guaranteed by the
Company's sole wholly-owned direct subsidiary. The Securities Purchase
Agreements contain provisions (i) restricting the KKR Partnerships' ability to
sell shares of Common Stock for up to 90 days after the effective date of
certain registration statements, (ii) requiring the Company to reimburse the KKR
Partnerships for all costs and expenses arising in connection with the
administration, enforcement and preservation of rights under the Securities
Purchase Agreements, including, without limitation, all expenses incurred by the
KKR Partnerships in connection with the maintenance of their books and records,
preparation of tax returns and delivery of tax information to their partners and
all travel and other out-of-pocket expenses of KKR Associates in connection with
the operation and business of the KKR Partnerships and their ownership of the
Common Stock and Bridge Loan and (iii) indemnifying the KKR Partnerships and all
of their partners from liabilities, damages and expenses relating to or arising
out of the KKR Partnerships' ownership of the Common Stock and Bridge Loan or
litigation to which such persons are made a party in their capacity as an owner
of such securities.

Also in connection with the RELTEC Acquisition, the KKR Partnerships entered
into the Registration Rights Agreement, dated August 1, 1995, (the "Registration
Rights Agreement") with the Company. Pursuant to such agreement the KKR
Partnerships have the right, under certain circumstances and subject to certain
conditions, to require the Company to register under the Securities Act shares
of Common Stock held by them. In addition, the Registration Rights Agreement
also provides the KKR Partnerships with certain piggyback registration rights.
The Registration Rights Agreement provides, among other things, that the Company
will pay all expenses in connection with the first six demand registrations
requested by the KKR Partnerships and in connection with any registration in
which the KKR Partnerships participates through piggyback registration rights
granted under such agreement.

56
<PAGE>
In connection with the issuance of shares of Common Stock to employees of
the Company pursuant to the Company's 1995 Stock Purchase and Option Plan, such
employees granted CMT Associates certain "drag along" rights and CMT Associates
granted such employee certain "tag along" rights.

On September 7, 1995, CMT Associates exchanged $35.0 million of the
principal amount of the Bridge Loan into 7,000,000 shares of Common Stock
pursuant to the terms of the Bridge Loan. On September 11, 1995, the Company
repaid $25.0 million of the principal amount of the Bridge Loan with proceeds
from borrowings under its then existing bank credit agreement. In August 1996,
CMT Associates exchanged the remaining $75.0 million principal amount for
6,434,783 shares of Common Stock, plus 1,000 shares of Series A Preferred Stock
that was subsequently sold to a third party. On April 1, 1997, CMT Associates
purchased an additional 4,000,000 shares of Common Stock for $50,000,000, which
proceeds were used to repay indebtedness.

In connection with the Rainford Acquisition, 2,951,044 shares of Common
Stock were issued in exchange for certain shares of Rainford Common Stock held
for the benefit of Barry Houghton, a director of the Company, and his family
(the "Settlements") pursuant to certain settlement agreements. The Settlements
and the Company entered into a Put/Call Agreement in August 1996. That agreement
provides that if Barry Houghton ceases for any reason to be employed by the
Company or any of its subsidiaries, the Company shall have the right to purchase
some or all of the shares of Common Stock held by the Settlements at fair market
value on the date of his termination. Subject to certain limitations, upon Barry
Houghton ceasing for any reason to be employed by the Company or any of its
subsidiaries the Settlements shall be entitled to sell to the Company, and the
Company shall be required to purchase, up to 10% of the shares of Common Stock
held by the Settlements at fair market value on the date of his termination. For
purpose of the agreement, if the Common Stock is listed on an exchange, then
fair market value shall mean the average of the closing sales price for the
Common Stock for the twenty trading days prior to the date of his termination.
The Settlements also entered into a Stockholders' Agreement with the Company,
the KKR Partnerships and certain other shareholders of Rainford. In the
Stockholders' Agreement the Settlements granted the KKR Partnerships certain
"drag along" rights and the KKR Partnerships granted the Settlements certain
"tag along" rights. In addition, the Settlements have granted the Company a
right of first refusal with respect to certain transfers of the Common Stock
held by the Settlements and the Company granted the Settlements certain
piggyback registration rights.

In connection with the purchase of Common Stock pursuant to the 1995 Equity
Plan, the Company made loans to certain employees. The only loans to executive
officers were to Susan Clark, formerly General Counsel and Secretary and
currently Vice President/Administration, Latin America, and to Valerie Gentile
Sachs, Vice President and General Counsel. The principal amounts of the loans
are due no later than five years from the date of issuance. Interest accrues and
is paid semi-monthly with certain principal repayments required as part of
annual management incentive awards. The loans are secured by a pledge of the
Common Stock held by such persons. At December 31, 1997, the outstanding
principal balance for Ms. Clark's and Mrs. Sachs' loans were $54,683 and
$218,750, respectively.

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<PAGE>
PRINCIPAL STOCKHOLDERS

The following table sets forth information with respect to the beneficial
ownership of the Company's Common Stock as of December 31, 1997 by (i) each
person who is known by the Company to beneficially own more than 5% of the
Company's Common Stock, (ii) each of the Company's directors, (iii) each of the
executive officers of the Company and (iv) all directors and executive officers
as a group. Unless otherwise indicated, the address of each person named in the
table below is RELTEC Corporation, 5900 Landerbrook Drive, Suite 300, Cleveland,
Ohio 44124-4019.

<TABLE>
<CAPTION>
PERCENT OF TOTAL
----------------------
SHARES PERCENT PERCENT
BENEFICIALLY BEFORE AFTER
NAME AND ADDRESS OF BENEFICIAL OWNER OWNED(1) OFFERING OFFERING(2)
- --------------------------------------------- ------------ -------- -----------
<S> <C> <C> <C>
KKR Associates, L.P.(3)...................... 45,434,783 90.8%
Henry R. Kravis............................ -- --
George R. Roberts.......................... -- --
James H. Greene, Jr........................ -- --
Barry Houghton MBE(4)........................ 2,985,044 6.0
Dudley P. Sheffler(5)........................ 282,000 *
Patrick L. Welker(6)......................... 103,640 *
W. Michael Corkran(7)........................ 83,000 *
Alexander Navab, Jr.(8)...................... -- *
All officers and directors as a group (4
persons, excluding Messrs. Greene, Kravis
and Roberts)(9)............................ 468,640 *
</TABLE>

- ------------------------
* Less than 1%.

(1) For purposes of this table, a person is deemed as of any date to have
"beneficial ownership" of any security that such person has a right to
acquire within 60 days after such date. Shares that each identified
stockholder has the right to acquire within 60 days of the date of the table
set forth above are deemed to be outstanding in calculating the percentage
ownership of such stockholder, but are not deemed outstanding as to any
other person.

(2) Assumes (i) no exercise of the over-allotment option by the Underwriters and
(ii) no purchase of shares in the Offering by the respective Beneficial
Owner.

(3) Shares of Common Stock shown as owned by KKR Associates are owned of record
by CMT Associates, L.P. and KKR Partners II, L.P. of which KKR Associates is
the sole general partner and as to which it possesses sole voting and
investment power. Messrs. Kravis, Roberts and Greene (who are directors of
the Company) and Messrs. Paul E. Raether, Michael W. Michelson, Michael T.
Tokarz, Clifton S. Robbins, Edward D. Gilhuly, Perry Golkin, Scott M. Stuart
and Robert I. MacDonnell, as general partners of KKR Associates, may be
deemed to share beneficial ownership of any shares beneficially owned by KKR
Associates, but disclaim any such beneficial ownership. The address of KKR
Associates is 9 West 57th Street, New York, New York 10019.

(4) Includes an aggregate of 34,000 options that are exercisable within 60 days
of the date hereof held by Mr. Houghton and 2,951,044 shares held in trust
in respect of which Mr. Houghton is the beneficial owner.

(5) Includes an aggregate of 132,000 options that are exercisable within 60 days
of the date hereof.

(6) Includes an aggregate of 50,640 options that are exercisable within 60 days
of the date hereof.

(7) Includes an aggregate of 43,000 options that are exercisable within 60 days
of the date hereof.

(8) Mr. Navab is an executive of KKR and a limited partner of KKR Associates.
Mr. Navab disclaims that he is the beneficial owner of any shares
beneficially owned by KKR Associates.

(9) Includes an aggregate of 259,640 options that are exercisable within 60 days
of the date hereof.

58
<PAGE>
DESCRIPTION OF CERTAIN INDEBTEDNESS

In September 1996, the Company entered into the $450.0 million New Credit
Facility which matures on September 30, 2003. The New Credit Facility consists
of a $350.0 million domestic revolving facility ("DRF") and a $100.0 million
multi-currency revolving facility ("MCRF"). DRF loans are denominated in U.S.
dollars and maintained at the Base Rate or the Euro Rate plus percentage margins
as specified in the New Credit Facility. MCRF loans are denominated in U.S.
dollars, pounds sterling, deutsche marks and/or yen and are maintained at the
Base Rate or the Euro Rate plus percentage margins as specified in the New
Credit Facility. At December 31, 1997 the Base Rate was 8.5% and the Euro Rate
ranged from 5.8% to 6.0%. The percentage margins range up to 0.125% for the Base
Rate and from 0.325% to 1.375% for the Euro Rate. The New Credit Facility
contains provisions to reduce the interest rates and commitment fees if certain
leverage ratios are achieved. At December 31, 1997, the weighted average
interest rate on the New Credit Facility was 6.92%. The New Credit Facility
contains provisions for a $30.0 million (or a pound sterling equivalent)
short-term credit line as well as letters of credit. At December 31, 1997 the
New Credit Facility has a facility fee of 0.175% per annum on the total
commitment and a letter of credit facility fee of 0.325% per annum on
outstanding letters of credit. At December 31, 1997, the aggregate availability
under the New Credit Facility was $175.9 million.

The New Credit Facility contains covenants and provisions that restrict,
among other things, the Company's ability to change its business, declare
dividends, grant liens, incur additional indebtedness, exceed a leverage ratio,
meet or exceed a minimum interest coverage ratio and make certain capital
expenditures. The Company was in compliance with these covenants as of December
31, 1997. The New Credit Facility is secured by the capital stock of RELTEC's
subsidiaries and guaranteed by certain subsidiaries.

Pursuant to the terms of the New Credit Facility, the available commitment
under the New Credit Facility will be reduced from $450.0 million on September
30, 1999 by $35.0 million, and by $35.0 million per year on each September 30
thereafter until balance matures on September 30, 2003. Principal payments are
not otherwise required unless the New Credit Facility is required to be reduced
for certain changes in the Company's business activities as defined in the
Credit Agreement.

In May 1997, the Company entered into promissory notes with several banks
for $40.0 million of unsecured and uncommitted Money Market Lines of Credit in
addition to the New Credit Facility. As of December 31, 1997, $3.7 million was
outstanding at a weighted average interest rate of 7.18%.

59
<PAGE>
DESCRIPTION OF CAPITAL STOCK

GENERAL

The Certificate of Incorporation of the Company authorizes 100,000,000
shares of Common Stock, par value $0.01 per share ("Common Stock"), and
20,000,000 shares of Preferred Stock, par value $0.01 per share ("Preferred
Stock"), of which 1,000 shares are designated as Series A Redeemable Preferred
Stock ("Series A Preferred Stock"). As of December 31, 1997, the outstanding
capital stock of the Company consisted of 50,038,608 shares of Common Stock held
by 223 stockholders of record and 1,000 shares of Series A Preferred Stock held
by one stockholder of record. The following summaries of certain provisions of
the Common Stock and Preferred Stock do not purport to be complete and are
subject to, and qualified in their entirety by, the provisions of the
Certificate of Incorporation and Bylaws of the Company, which are included as
exhibits to the Registration Statement of which this Prospectus forms a part,
and by applicable law.

COMMON STOCK

Holders of Common Stock are entitled to one vote per share on all matters to
be voted upon by the stockholders of the Company, and do not have cumulative
voting rights. The holders of Common Stock are entitled to receive ratably such
dividends, if any, as may be declared from time to time by the Board of
Directors out of funds legally available for that purpose, subject to
preferences that may be applicable to any outstanding Preferred Stock and any
other provisions of the Company's Certificate of Incorporation. The Company
currently intends to retain any future earnings for use in its business and does
not anticipate paying any cash dividends in the foreseeable future. The
declaration and payment in the future of any cash dividends will be at the
election of the Company's Board of Directors and will depend upon the earnings,
capital requirements and financial position of the Company, future loan
covenants, general economic conditions and other pertinent factors. Holders of
Common Stock have no preemptive or other rights to subscribe for additional
shares. No shares of Common Stock are subject to redemption or a sinking fund.
In the event of any liquidation, dissolution or winding up of the Company, after
payment of the debts and other liabilities of the Company, and subject to the
rights of holders of shares of Preferred Stock, holders of Common Stock are
entitled to share pro rata in any distribution to the stockholders. All of the
outstanding shares of Common Stock are, and the shares offered hereby will be,
fully paid and nonassessable. See "Risk Factors--Company Subject to Control of
the KKR Partnerships," "Dividend Policy," "Dilution" and "Shares Eligible for
Future Sale."

PREFERRED STOCK

The Board of Directors has the authority, without action by the
stockholders, to designate and issue Preferred Stock in one or more series and
to designate the rights, preferences and privileges of each series, any or all
of which may be greater that the rights of the Common Stock. It is not possible
to state the actual effect of the issuance of any shares of Preferred Stock upon
the rights of holders of the Common Stock until the Board of Directors
determines the specific rights of the holders of such Preferred Stock. However,
the effects might include, among other things, restricting dividends on the
Common Stock, diluting the voting power of the Common Stock, impairing the
liquidation rights of the Common Stock and delaying or preventing a change in
control of the Company without further action by the stockholders.

Holders of Series A Preferred Stock are entitled to receive cumulative
dividends, accruable without interest, at the annual rate of $105.00 per share
for the year ended December 31, 1996, 1997 and 1998; $115.00 per share for the
year ended December 31, 1999; $125.00 for the year ended December 31, 2000; and
$130.00 for each annual period thereafter until redeemed by the Corporation. The
Company and the holders of Series A Preferred Stock have certain optional
redemption rights which, if exercised, may result in a purchase of Series A
Preferred Stock at the redemption price of $1,000 per share, plus an amount
equal to any and all accumulated dividends accrued and unpaid thereon. In the
event of a liquidation,

60
<PAGE>
dissolution or winding up of the company, the holders of shares of Series A
Preferred Stock shall be entitled to an amount equal to $1,000 per share, plus
an amount equal to any and all accumulated dividends accrued and unpaid thereon,
subject to the rights of holders of senior securities. In the event of a merger
or consolidation where the Company is not the surviving corporation, the Series
A Preferred Stock will be exchanged or changed into an equal number of shares of
preferred stock of such other person or entity with terms substantially
identical to those of the Series A Preferred Stock.

SECTION 203 OF THE DELAWARE GENERAL CORPORATION LAW

The Company is a Delaware corporation subject to Section 203 of the General
Corporation Law of the State of Delaware ("Section 203"). Section 203 provides
in general that a stockholder acquiring more than 15% of the outstanding voting
stock of a corporation subject to Section 203 (an "Interested Stockholder") but
less than 85% of such stock may not engage in certain Business Combinations (as
defined in Section 203) with the corporation for a period of three years
subsequent to the date on which the stockholder became an Interested Stockholder
unless (i) prior to such date the corporation's board of directors approved
either the Business Combination or the transaction in which the stockholder
became an Interested Stockholder or (ii) the Business Combination is approved by
the corporation's board of directors and authorized by a vote of at least
66 2/3% of the outstanding voting stock of the corporation not owned by the
Interested Stockholder. A "Business Combination" includes mergers, asset sales
and other transactions resulting in financial benefit to a stockholder. Section
203 could prohibit or delay mergers or other takeover or change of control
attempts with respect to the Company and, accordingly, may discourage attempts
that might result in a premium over the market price for the shares held by
stockholders.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for the Common Stock is .

61
<PAGE>
SHARES ELIGIBLE FOR FUTURE SALE

GENERAL

Prior to completion of the Offering, there has been no public market for the
Common Stock of the Company. Sales of substantial amounts of Common Stock in the
public market, or the perception that such sales may occur, could adversely
affect the market price of the Common Stock.

Upon the consummation of the Offering, the Company will have shares of
Common Stock issued and outstanding. All of the shares of Common Stock to
be sold in the Offering (and any shares sold upon exercise of the U.S.
Underwriters' over-allotment option) will be freely tradable without
restrictions or further registration under the Securities Act, except for any
shares purchased by an "affiliate" of the Company (as that term is defined in
Rule 144 under the Securities Act ("Rule 144")), which will be subject to the
resale limitations of Rule 144. The remaining shares of Common Stock outstanding
are "restricted securities" as that term is defined in Rule 144 and are also
subject to certain restrictions on disposition. Restricted securities may be
sold in the public market only if registered or if they qualify for an exemption
from registration under Rule 144 or Rule 701 under the Securities Act. Sales of
restricted securities in the public market, or the availability of such shares
for sale, could have an adverse effect on the price of the Common Stock. See
"Risk Factors--Absence of Public Market and Possible Volatility of Stock Price,"
"Risk Factors--Immediate Dilution", "Risk Factors--Shares Eligible for Future
Sale" and "Dilution."

REGISTRATION RIGHTS

The Company and the KKR Partnerships have entered into a registration rights
agreement, dated August 1, 1995 and amended by a certain stock purchase
agreement dated March 31, 1997 (the "Registration Rights Agreement"), pursuant
to which the Company has granted to the KKR Partnerships demand rights, subject
to certain limitations, to cause the Company to file a registration statement
under the Securities Act covering resales of an aggregate of 45,434,783 shares
of Common Stock held by them, and to cause such registration statement to become
effective. The Registration Rights Agreement also grants "piggyback"
registration rights permitting the KKR Partnerships to include their registrable
securities in a registration of securities by the Company, subject to certain
conditions and limitations. The Company is obligated to pay the expenses of such
registrations.

In addition, pursuant to certain stockholder agreements, the Company has
granted "piggyback" registration rights to (i) substantially all of its
employees that have purchased shares of Common Stock and/or that have been
awarded options to purchase shares of Common Stock, (ii) certain shareholders
that purchased shares of Common Stock in connection with the Rainford
Acquisition and (iii) certain institutional investors. Such registration rights
are exercisable only upon registration by the Company of shares of Common Stock
held by the KKR Partnerships. The holders of such registration rights are
entitled to notice of any proposal to register shares held by the KKR
Partnerships and to include their shares in such registration, subject to
certain restrictions, including the right of an underwriter participating in the
offering to limit the number of shares included in such registration. The
Company is obligated to pay the expenses of such piggyback registrations.

RULE 144

In general, under Rule 144, as currently in effect, a person (or persons
whose shares are required to be aggregated) who has beneficially owned shares of
Common Stock for at least one year, including a person who may be deemed an
"affiliate" of the Company, is entitled to sell, within any three-month period,
a number of shares that does not exceed the greater of 1% of the total number of
shares of the class of stock sold or the average weekly reported trading volume
of the class of stock being sold during the four calendar weeks preceding such
sale. A person who is not deemed an "affiliate" of the Company at any time
during the three months preceding a sale and who has beneficially owned shares
for at least two years

62
<PAGE>
is entitled to sell such shares under Rule 144 without regard to the volume
limitations described above. As defined in Rule 144, an "affiliate" of an issuer
is a person that directly or indirectly through the use of one or more
intermediaries controls, is controlled by, or is under common control with, such
issuer. The foregoing summary of Rule 144 is not intended to be a complete
description thereof.

Each of the Company, the KKR Partnerships, the directors, executive officers
and certain other stockholders of the Company has agreed that, without the prior
written consent of Morgan Stanley & Co. Incorporated on behalf of the
Underwriters, it will not, during the period ending days after the date of
this Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or
contract to purchase, purchase any option or contract to sell, grant any option,
right or warrant to purchase or otherwise transfer, lend or dispose of, directly
or indirectly, any shares of Common Stock or any securities convertible into or
exercisable or exchangeable for Common Stock or (ii) enter into any swap or
other arrangement that transfers to another, in whole or in part, any of the
economic consequences of ownership of the Common Stock, whether any such
transaction described in clause (i) or (ii) above is to be settled by delivery
of Common Stock or such other securities, in cash or otherwise. The restrictions
described in this paragraph do not apply to (x) the sale of Shares to the
Underwriters, (y) the issuance by the Company of shares of Common Stock upon the
exercise of an option or a warrant or the conversion of a security outstanding
on the date of this Prospectus of which the Underwriters have been advised in
writing or (z) transactions by any person other than the Company relating to
shares of Common Stock or other securities acquired in open market transactions
after the completion of the offering of the Shares.

The Company and its directors and officers and certain of the Company's
other present stockholders who hold in the aggregate shares of Common
Stock have agreed that they will not, directly or indirectly, offer, sell,
contract to sell or otherwise dispose of or transfer any shares of Common Stock
of the Company, or any security convertible into, or exercisable or exchangeable
for, Common Stock for a period of days after the date of this Prospectus,
without the prior written consent of Morgan Stanley & Co. Incorporated. See
"Underwriters."

CERTAIN UNITED STATES TAX CONSEQUENCES TO NON-UNITED STATES HOLDERS

GENERAL

The following is a general discussion of certain United States federal
income and estate tax consequences of the ownership and disposition of Common
Stock by Non-U.S. Holders. As used in this discussion, the term "Non-U.S.
Holder" means any person or entity that is, for United States federal income tax
purposes, a foreign corporation, a non-resident alien individual, a non-resident
fiduciary of a foreign estate or trust, or a foreign partnership. An individual
may, subject to certain exception, be deemed to be a resident alien (as opposed
to a non-resident alien) by virtue of being present in the United States on at
least 31 days in the calendar year and for an aggregate of at least 183 days
during a three-year period ending in the current calendar year (counting for
such purposes all of the days present in the current year, one-third of the days
present in the immediately preceding year, and one-sixth of the days present in
the second preceding year). Resident aliens are subject to United States federal
tax as if they were United States citizens and residents.

This discussion does not address all aspects of United States federal income
and estate taxes or consider any specific facts or circumstances that may apply
to a particular Non-U.S. Holder. Nor does it deal with foreign, state and local
consequences that may be relevant to Non-U.S. Holders. Furthermore, this
discussion is based on current provisions of the Internal Revenue Code of 1986,
as amended (the "Code"), existing and proposed regulations promulgated
thereunder and public administrative and judicial interpretations thereof, all
of which are subject to changes which could be applied retroactively. EACH
PROSPECTIVE PURCHASER OF COMMON STOCK IS ADVISED TO CONSULT A TAX ADVISOR WITH
RESPECT TO CURRENT AND POSSIBLE FUTURE TAX CONSEQUENCES OF ACQUIRING, HOLDING
AND DISPOSING OF COMMON STOCK.

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<PAGE>
Dividends paid to a Non-U.S. Holder of Common Stock will be subject to
withholding of United States federal income tax at a 30% rate or such lower rate
as may be specified by an applicable income tax treaty, unless the dividends are
effectively connected with the conduct of a trade or business by the Non-U.S.
Holder within the United States. If the dividends are effectively connected with
the conduct of a trade or business by the Non-U.S. Holder within the United
States and, if a tax treaty applies, are attributable to a United States
permanent establishment of the Non-U.S. Holder, the dividends will be subject to
United States federal income tax on a net income basis at applicable graduated
individual or corporate rates and will be exempt from the 30% withholding tax
described above (assuming the necessary certification and disclosure
requirements are met). Any such effectively connected dividends received by a
foreign corporation may, under certain circumstances, be subject to an
additional "branch profits tax" at a 30% rate or such lower rate as may be
specified by an applicable income tax treaty.

Dividends paid to an address outside the United States are presumed to be
paid to a resident of such country for purposes of the withholding discussed
above (unless the payor has knowledge to the contrary), and, under currently
applicable United States Treasury regulations, for purposes of determining the
applicability of a tax treaty rate. Under recently promulgated United States
Treasury regulations generally effective with respect to payments made after
December 31, 1998, however, a Non-U.S. Holder of Common Stock who wishes to
claim the benefit of an applicable treaty rate (and avoid backup withholding as
discussed below) will be required to satisfy specified certification and other
requirements, which will include filing a Form W-8 containing the Non-U.S.
Holder's name, address and a certification that such Holder is eligible for the
benefits of the treaty under its Limitations in Benefits Article.

A Non-U.S. Holder of Common Stock who is eligible for a reduced rate of
United States withholding tax pursuant to a tax treaty may obtain a refund of
any excess amounts currently withheld by filing an appropriate, timely claim for
refund with the United States Internal Revenue Service (the "Service").

GAIN ON DISPOSITION OF COMMON STOCK

A Non-U.S. Holder generally will not be subject to United States federal
income tax on any gain recognized on a disposition of a share of Common Stock
unless (i) subject to the exception discussed below, the Company is or has been
a "United States real property holding corporation" (a "USRPHC") within the
meaning of section 897(c)(2) of the Code at any time within the shorter of the
five-year period preceding such disposition or such Non-U.S. Holder's holding
period (the "Required Holding Period"), (ii) the gain is effectively connected
with the conduct of a trade or business within the United States of the Non-U.S.
Holder and, if a tax treaty applies, is attributable to a permanent
establishment maintained by the Non-U.S. Holder, (iii) the Non-U.S. Holder is an
individual who holds the share of Common Stock as capital asset and is present
in the United States of 183 days or more in the taxable year of the disposition
and either (a) such individual has a "tax home" (as defined for United States
federal income tax purposes) in the United States or (b) the gain is
attributable to an office or other fixed place of business maintained in the
United States by such individual or (iv) the Non-U.S. Holder is subject to tax
pursuant to the Code provisions applicable to certain United States expatriates.
If an individual Non-U.S. Holder falls under clause (ii) or (iv) above, he or
she will be taxed on his or her net gain derived from the sale under regular
United States federal income tax rates. If the individual Non-U.S. Holder falls
under clause (iii) above, he or she will be subject to a flat 30% tax on the
gain derived from the sale which may be offset by United States source capital
losses (notwithstanding the fact that he or she is not considered a resident of
the United States). If a Non-U.S. Holder that is a foreign corporation falls
under clause (ii) above, it will be taxed on its gain under regular graduated
United States federal income tax rates and, in addition, will under certain
circumstances be subject to the branch profits tax equal to 30% of its
effectively connected earnings and profits within the meaning of the Code for
the taxable year, as adjusted for certain items, unless it qualifies for a lower
rate under an applicable income tax treaty.

A corporation is generally a USRPHC if the fair market value of its United
States real property interests equals or exceeds 50% of the sum of the fair
market value of its worldwide real property interest

64
<PAGE>
plus its other assets used or held for use in a trade or business. The Company
believes that it is not currently a USRPHC. However, a Non-U.S. Holder would
generally not be subject to tax or withholding in respect of such tax, on gain
from a sale or other disposition of Common Stock by reason of the Company's
USRPHC status if the Common Stock is regularly traded on an established
securities market ("regularly traded") during the calendar year in which such
sale or disposition occurs, provided that such holder does not own, actually or
constructively, Common Stock with a fair market value in excess of 5% of the
fair market value of all Common Stock outstanding at any time during the
Required Holding Period. The Company believes that the Common Stock will be
treated as regularly traded.

If the Company is or has been a USRPHC within the Required Holding Period,
and if a Non-U.S. Holder owns in excess of 5% of the fair market value of Common
Stock (as described in the preceding paragraph), such Non-U.S. Holder of Common
Stock will be subject to United States federal income tax at regular graduated
rates under certain rules ("FIRPTA tax") on gain recognized on a sale or other
disposition of such Common Stock. In addition, if the Company is or has been a
USRPHC within the Required Holding Period and if the Common Stock were not
treated as regularly traded, a Non-U.S. Holder would be subject to withholding
in respect of FIRPTA tax at a rate of 10% of the amount realized on a sale or
other disposition of Common Stock and could be further subject to FIRPTA tax in
excess of the amounts withheld. Any amount withheld pursuant to such withholding
tax would be creditable against such Non-U.S. Holder's United States federal
income tax liability. Non-U.S. Holders are urged to consult their tax advisors
concerning the potential applicability of these provisions.

FEDERAL ESTATE TAXES

An individual Non-U.S. Holder who (i) is not a citizen or resident of the
United States (as specifically defined for United States estate tax purposes) at
the time of his or her death and (ii) owns, or is treated as owning Common Stock
at the time of his or her death, or has made certain lifetime transfers of an
interest in Common Stock, will be required to include the value of such Common
Stock in his or her gross estate for federal estate tax purposes, unless an
applicable estate tax treaty provides otherwise.

UNITED STATES INFORMATION REPORTING AND BACKUP WITHHOLDING TAX

The Company must report annually to the Service and to each Non-U.S. Holder
the amount of dividends paid to such holder and the tax withheld with respect to
such dividends. These information reporting requirements apply regardless of
whether withholding is required. Copies of the information returns reporting
such dividends and withholding may also be made available to the tax authorities
in the country in which the Non-U.S. Holder resides under the provisions of an
applicable income tax treaty or other agreement with the tax authorities in that
country.

United States backup withholding tax (which, in general, is a withholding
tax imposed at the rate of 31% on certain payments to persons that fail to
furnish certain information under the United States information reporting
requirements) generally will not apply to (a) the payment of dividends paid on
Common Stock to a Non-U.S. Holder at an address outside the United States
(unless the payor has knowledge that the payee is a United States person) or (b)
the payment of the proceeds of the sale of Common Stock to or through the
foreign office of a broker. In the case of the payment of proceeds from such a
sale of Common Stock through a foreign office of a broker that is a United
States person or a "U.S. related person", however, information reporting (but
not backup withholding) is required with respect to the payment unless the
broker has documentary evidence in its files that the owner is a Non-U.S. Holder
(and has no actual knowledge to the contrary) and certain other requirements are
met or the holder otherwise establishes an exemption. For this purpose, a "U.S.
related person" is (i) a "controlled foreign corporation" for United States
federal income tax purposes or (ii) a foreign person 50% or more of whose gross
income from all sources for the three-year period ending with the close of its
taxable year preceding the payment (or for such part of the period that the
broker has been in existence) is derived from activities that are effectively
connected with the conduct of a United States trade or business. The payment of
the

65
<PAGE>
proceeds of a sale of shares of Common Stock to or through a United States
office of a broker is subject to information reporting and possible backup
withholding unless the owner certifies its non-United States status under
penalties of perjury or otherwise establishes an exemption. Any amounts withheld
under the backup withholding rules from a payment to a Non-U.S. Holder will be
allowed as a refund or a credit against such Non-U.S. Holder's United States
federal income tax liability, provided that the required information is
furnished to the Service.

The Treasury Department recently promulgated final regulations regarding the
withholding and information reporting rules discussed above. In general, the
final regulations do not significantly alter the substantive withholding and
information reporting requirements but rather unify current certification
procedures and forms and clarify reliance standards. In addition, the final
regulations permit the shifting of primary responsibility for withholding to
certain financial intermediaries acting on behalf of beneficial owners. The
final regulations are generally effective for payments made after December 31,
1998, subject to certain transition rules, Non-U.S. Holders should consult their
own tax advisors with respect to the impact, if any, of the final regulations.

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<PAGE>
UNDERWRITERS

Under the terms and subject to the conditions contained in an Underwriting
Agreement dated the date hereof (the "Underwriting Agreement"), the U.S.
Underwriters named below for whom Morgan Stanley & Co. Incorporated, Smith
Barney Inc., Goldman, Sachs & Co., Deutsche Morgan Grenfell Inc., Lehman
Brothers Inc. and J.P. Morgan Securities Inc. are acting as U.S.
Representatives, and the International Underwriters named below for whom Morgan
Stanley & Co. International Limited, Smith Barney Inc., Goldman Sachs
International, Morgan Grenfell & Co. Limited, Lehman Brothers International
(Europe) and J.P. Morgan Securities Ltd. are acting as International
Representatives, have severally agreed to purchase, and the Company has agreed
to sell to them, severally, the respective number of shares of Common Stock set
forth opposite the names of such Underwriters below:

<TABLE>
<CAPTION>
NUMBER OF
NAME SHARES
- -------------------------------------------------------------------------------- ------------
<S> <C>
U.S. Underwriters:
Morgan Stanley & Co. Incorporated.............................................
Smith Barney Inc..............................................................
Goldman, Sachs & Co...........................................................
Deutsche Morgan Grenfell Inc..................................................
Lehman Brothers Inc...........................................................
J.P. Morgan Securities Inc....................................................
------------
Subtotal....................................................................
------------
International Underwriters:
Morgan Stanley & Co. International Limited....................................
Smith Barney Inc..............................................................
Goldman Sachs International...................................................
Morgan Grenfell & Co. Limited.................................................
Lehman Brothers International (Europe)........................................
J.P. Morgan Securities Ltd....................................................
------------
Subtotal....................................................................
------------
Total.....................................................................
------------
------------
</TABLE>

The U.S. Underwriters and the International Underwriters, and the U.S.
Representatives and the International Representatives, are collectively referred
to as the "Underwriters" and the "Representatives", respectively. The
Underwriting Agreement provides that the obligations of the several Underwriters
to pay for and accept delivery of the shares of Common Stock offered hereby are
subject to the approval of certain legal matters by their counsel and to certain
other conditions. The Underwriters are obligated to take and pay for all of the
shares of Common Stock offered hereby (other than those covered by the U.S.
Underwriters' over-allotment option described below) if any such shares are
taken.

Pursuant to the Agreement between U.S. and International Underwriters, each
U.S. Underwriter has represented and agreed that, with certain exceptions: (i)
it is not purchasing any Shares (as defined herein) for the account of anyone
other than a United States or Canadian Person (as defined herein) and (ii) it
has not offered or sold, and will not offer or sell, directly or indirectly, any
Shares or distribute any prospectus relating to the Shares outside of the United
States or Canada or to anyone other than a United States or Canadian Person.
Pursuant to the Agreement between U.S. and International Underwriters, each
International Underwriter has represented and agreed that, with certain
exceptions: (i) it is not purchasing any Shares for the account of any United
States or Canadian Person and (ii) it has not offered or sold, and will not
offer or sell, directly or indirectly, any Shares or distribute any prospectus
relating to the Shares in the United States or Canada or to any United States or
Canadian Person. With respect to any Underwriter that is a U.S. Underwriter and
an International Underwriter, the foregoing representations and

67
<PAGE>
agreements (i) made by it in its capacity as a U.S. Underwriter apply only to it
in its capacity as a U.S. Underwriter and (ii) made by it in its capacity as an
International Underwriter apply only to it in its capacity as an International
Underwriter. The foregoing limitations do not apply to stabilization
transactions or to certain other transactions specified in the Agreement between
U.S. and International Underwriters. As used herein, "United States or Canadian
Person" means any national or resident of the United States or Canada, or any
corporation, pension, profit-sharing or other trust or other entity organized
under the laws of the United States or Canada or of any political subdivision
thereof (other than a branch located outside the United States and Canada of any
United States or Canadian Person), and includes any United States or Canadian
branch of a person who is otherwise not a United States or Canadian Person. All
shares of Common Stock to be purchased by the Underwriters under the
Underwriting Agreement are referred to herein as the "Shares."

Pursuant to the Agreement between U.S. and International Underwriters, sales
may be made between the U.S. Underwriters and International Underwriters of any
number of Shares as may be mutually agreed. The per share price of any Shares so
sold shall be the public offering price set forth on the cover page hereof, in
United States dollars, less an amount not greater than the per share amount of
the concession to dealers set forth below.

Pursuant to the Agreement between U.S. and International Underwriters, each
U.S. Underwriter has represented that it has not offered or sold, and has agreed
not to offer or sell, any Shares, directly or indirectly, in any province or
territory of Canada or to, or for the benefit of, any resident of any province
or territory of Canada in contravention of the securities laws thereof and has
represented that any offer or sale of Shares in Canada will be made only
pursuant to an exemption from the requirement to file a prospectus in the
province or territory of Canada in which such offer or sale is made. Each U.S.
Underwriter has further agreed to send to any dealer who purchases from it any
of the Shares a notice stating in substance that, by purchasing such Shares,
such dealer represents and agrees that it has not offered or sold, and will not
offer or sell, directly or indirectly, any of such Shares in any province or
territory of Canada or to, or for the benefit of, any resident of any province
or territory of Canada in contravention of the securities laws thereof and that
any offer or sale of Shares in Canada will be made only pursuant to an exemption
from the requirement to file a prospectus in the province or territory of Canada
in which such offer or sale is made, and that such dealer will deliver to any
other dealer to whom it sells any of such Shares a notice containing
substantially the same statement as is contained in this sentence.

Pursuant to the Agreement between U.S. and International Underwriters, each
International Underwriter has represented and agreed that (i) it has not offered
or sold and, prior to the date six months after the closing date for the sale of
the Shares to the International Underwriters, will not offer or sell, any Shares
to persons in the United Kingdom except to persons whose ordinary activities
involve them in acquiring, holding, managing or disposing of investments (as
principal or agent) for the purposes of their businesses or otherwise in
circumstances which have not resulted and will not result in an offer to the
public in the United Kingdom within the meaning of the Public Offers of
Securities Regulations 1995 (the "U.K. Regulations"), (ii) it has complied and
will comply with all applicable provisions of the Financial Services Act 1986
and the U.K. Regulations with respect to anything done by it in relation to the
Shares in, from or otherwise involving the United Kingdom and (iii) it has only
issued or passed on and will only issue or pass on in the United Kingdom any
document received by it in connection with the offering of the Shares to a
person who is of a kind described in Article 11(3) of the Financial Services Act
1986 (Investment Advertisements) (Exemptions) Order 1996 or is a person to whom
such document may otherwise lawfully be issued or passed on.

Pursuant to the Agreement between U.S. and International Underwriters, each
International Underwriter has further represented that it has not offered or
sold, and has agreed not to offer or sell, directly or indirectly, in Japan or
to or for the account of any resident thereof, any of the Shares acquired in
connection with the distribution contemplated hereby, except for offers or sales
to Japanese

68
<PAGE>
International Underwriters or dealers and except pursuant to any exemption from
the registration requirements of the Securities and Exchange Law and otherwise
in compliance with applicable provisions of Japanese law. Each International
Underwriter has further agreed to send to any dealer who purchases from it any
of the Shares a notice stating in substance that, by purchasing such Shares,
such dealer represents and agrees that it has not offered or sold, and will not
offer or sell, any of such Shares, directly or indirectly, in Japan or to or for
the account of any resident thereof except for offers or sales to Japanese
International Underwriters or dealers and except pursuant to any exemption from
the registration requirements of the Securities and Exchange Law and otherwise
in compliance with applicable provisions of Japanese law, and that such dealer
will send to any other dealer to whom it sells any of such Shares a notice
containing substantially the same statement as is contained in this sentence.

The Underwriters initially propose to offer part of the shares of Common
Stock directly to the public at the public offering price set forth on the cover
page hereof and part to certain dealers at a price that represents a concession
not in excess of $ a share under the public offering price. Any Underwriter
may allow, and such dealers may reallow, a concession not in excess of $ a
share to other Underwriters or to certain dealers. After the initial offering of
the shares of Common Stock, the offering price and other selling terms may from
time to time be varied by the Representatives.

The Company has granted to the U.S. Underwriters an option, exercisable for
30 days from the date of this Prospectus, to purchase up to an aggregate of
additional shares of Common Stock at the public offering price set forth
on the cover page hereof, less underwriting discounts and commissions. The U.S.
Underwriters may exercise such option solely for the purpose of covering
over-allotments, if any, made in connection with the Offering. To the extent
such option is exercised, each U.S. Underwriter will become obligated, subject
to certain conditions, to purchase approximately the same percentage of such
additional shares of Common Stock as the number set forth next to such U.S.
Underwriter's name in the preceding table bears to the total number of shares of
Common Stock set forth next to the names of all U.S. Underwriters in the
preceding table.

The Underwriters have informed the Company that they do not intend sales to
discretionary accounts to exceed five percent of the total number of shares of
Common Stock offered by them.

The Company will apply for listing of the Common Stock on the NYSE under the
symbol "RLT."

Each of the Company, the KKR Partnerships, the directors, executive officers
and certain other stockholders of the Company has agreed that, without the prior
written consent of Morgan Stanley & Co. Incorporated on behalf of the
Underwriters, it will not, during the period ending days after the date of
this Prospectus, (i) offer, issue, pledge, sell, contract to sell, sell any
option or contract to purchase, purchase any option or contract to sell, grant
any option, right or warrant to purchase or otherwise transfer, lend or dispose
of, directly or indirectly, any shares of Common Stock or any securities
convertible into or exercisable or exchangeable for Common Stock or (ii) enter
into any swap or other arrangement that transfers to another, in whole or in
part, any of the economic consequences of ownership of Common Stock, whether any
such transaction described in clause (i) or (ii) above is to be settled by
delivery of Common Stock or such other securities, in cash or otherwise. The
restrictions described in this paragraph do not apply to (x) the sale of Shares
to the Underwriters, (y) the issuance by the Company of shares of Common Stock
upon the exercise of an option or a warrant or the conversion of a security
outstanding on the date of this Prospectus of which the Underwriters have been
advised in writing or (z) transactions by any person other than the Company
relating to shares of Common Stock or other securities acquired in open market
transactions after the completion of the offering of the Shares.

At the request of the Company, the Underwriters have reserved for sale, at
the initial offering price, up to shares of Common Stock offered hereby
for directors, officers, employees, business associates, and related persons of
the Company. The number of shares of Common Stock available for sale to the
general public will be reduced to the extent such persons purchase such reserved
shares. Any reserved

69
<PAGE>
shares which are not so purchased will be offered by the Underwriters to the
general public on the same basis as the other shares offered hereby.

In order to facilitate the offering of the Common Stock, the Underwriters
may engage in transactions that stabilize, maintain or otherwise affect the
price of the Common Stock. Specifically, the Underwriters may overallot in
connection with the offering, creating a short position in the Common Stock for
their own account. In addition, to cover overallotments or to stabilize the
price of the Common Stock, the Underwriters may bid for, and purchase, shares of
Common Stock in the open market. Finally, the underwriting syndicate may reclaim
selling concessions allowed to an Underwriter or a dealer for distributing the
Common Stock in the offering, if the syndicate repurchases previously
distributed Common Stock in transactions to cover syndicate short positions, in
stabilization transactions or otherwise. Any of these activities may stabilize
or maintain the market price of the Common Stock above independent market
levels. The Underwriters are not required to engage in these activities, and may
end any of these activities at any time.

From time to time, certain of the Underwriters and their affiliates have
provided, and may continue to provide, investment banking services to the
Company.

The Company and the Underwriters have agreed to indemnify each other against
certain liabilities, including liabilities under the Securities Act.

PRICING OF THE OFFERING

Prior to this Offering, there has been no public market for the Common
Stock. The initial public offering price will be determined by negotiations
between the Company and the U.S. Representatives. Among the factors to be
considered in determining the initial public offering price will be the future
prospects of the Company and its industry in general, sales, earnings and
certain other financial operating information of the Company in recent periods,
and the price-earnings ratios, price-sales ratios, market prices of securities
and certain financial and operating information of companies engaged in
activities similar to those of the Company. The estimated initial public
offering price range set forth on the cover page of this Preliminary Prospectus
is subject to change as a result of market conditions and other factors.

LEGAL MATTERS

The validity of the Common Stock offered hereby will be passed upon for the
Company by Latham & Watkins, New York, New York and for the Underwriters by
Simpson Thacher & Bartlett (a partnership which includes professional
corporations), New York, New York. Certain partners of Latham & Watkins, members
of their respective families, related persons and others have an indirect
interest, through limited partnerships, in less than 1% of the Common Stock.
Such persons do not have the power to vote or dispose of such shares of Common
Stock. Simpson Thacher & Bartlett renders legal services to KKR on a regular
basis.

EXPERTS

The consolidated financial statements of RELTEC Corporation as of December
31, 1997 and 1996 and for the years ended December 31, 1997 and 1996, and the
five month period ended December 31, 1995 and the combined financial statements
of RELTEC Corporation (Predecessor A) for the seven month period ended July 31,
1995, included in this Prospectus have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their report appearing herein, and are
included in reliance upon the report of such firm given upon their authority as
experts in accounting and auditing.

70
<PAGE>
AVAILABLE INFORMATION

The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-1 (together with all
amendments, exhibits, schedules and supplements thereto, the "Registration
Statement"), under the Securities Act and the rules and regulations thereunder,
for the registration of the Common Stock offered hereby. This Prospectus, which
forms a part of the Registration Statement, does not contain all of the
information set forth in the Registration Statement, certain parts of which have
been omitted as permitted by the rules and regulations of the Commission. For
further information with respect to the Company and the Common Stock offered
hereby, reference is made to the Registration Statement. Statements contained in
this Prospectus as to the contents of any contracts or other document referred
to herein are not necessarily complete and, where such contract or other
document is an exhibit to the Registration Statement, each such statement is
qualified in all respects by the provisions of such exhibit, to which reference
is hereby made. The Registration Statement can be inspected and copied at
prescribed rates at the public reference facilities maintained by the Commission
at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
Commission's regional offices at Seven World Trade Center, 13th Floor, New York,
New York 10048 and Northwestern Atrium Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661. In addition, the Registration Statement is
publicly available through the Commission's site on the Internet's World Wide
Web, located at http:// www.sec.gov. Following the Offering, the Company's
future public filings are expected to be available for inspection at the offices
of the NYSE, 20 Broad Street, New York, New York 10005.

71
<PAGE>
GLOSSARY

<TABLE>
<S> <C>
Access Network.................... The network which connects users' telephone equipment to
the telephone exchange.

ADSL.............................. "Asymmetric Digital Subscriber Line." High speed
technology that enables the transfer of data over
existing copper lines allowing more bandwidth downstream
than upstream.

Analog............................ A method of representing a physical variable such as
speech using a signal which varies continuously in
direct proportion to the variable being represented.

Backplane......................... A circuit board that interconnects a variety of
components to form a system.

Bandwidth......................... The range of frequencies that carry a signal on a
transmission medium. The "wider" the bandwidth, the
greater the volume of information that can be
transmitted.

Baseband.......................... The transmission of signals over limited distances
whereby the signals are placed directly on the
transmission line without any modulation.

Base Station...................... The radio transmitter/receiver and associated equipment
at a fixed location which, in conjunction with other
network components, comprises a wireless network.

CATV.............................. Cable television.

CLEC.............................. "Competitive Local Exchange Carrier." A category of
telephone service provider (carrier) that offers
services in a local exchange that compete with the
incumbent local telephone company.

CO................................ "Central Office." A term commonly used to describe the
location of the switching equipment in the local
exchange.

COT............................... "Central Office Terminal." The component of the DLC
system that resides in the central office.

Digital........................... A method of representing a physical variable such as
speech using numbers such that the numbers vary
discretely in relation to the variable being
represented.

DLC............................... "Digital Loop Carrier." A system that resides in the
local loop which extends the physical reach of the CO
switch and enables the provisioning of new access lines.

E-1............................... An ITU transmission standard which delivers digital
services at a rate of 2.048 Mbps.

Ethernet.......................... Network protocol widely used in local area networks to
connect devices over coaxial cable or twisted pair wire.

FTTC.............................. "Fiber-to-the-Curb." A network architecture that pushes
fiber optic cable closer to the customer premises,
allowing for delivery of higher bandwidth voice, data
and video services.

HDT............................... "Host Digital Terminal." The portion of the DLC system
that resides in the local loop.
</TABLE>

G-1
<PAGE>

<TABLE>
<S> <C>
ISDN.............................. "Integrated Services Digital Network." A digital
transmission standard designed to deliver voice and data
services.

ISO-9001.......................... ISO is the International Standards Organization
responsible for drafting quality procedures. 9001 is the
quality procedure for manufacturing.

ITU............................... "International Telecommunications Union." The
international standards setting body for the
telecommunications industry.

IXC............................... "Interexchange Carrier." A provider of
telecommunications services that connect exchanges. Also
called a long distance carrier.

kbps.............................. "Kilobits per second." A measure of the
information-carrying capacity (i.e., bandwidth) of a
circuit.

LAN............................... "Local Area Network." A private data communications
network linking a variety of network devices that are
located in close proximity.

LEC............................... "Local Exchange Carrier." Any telephone service provider
offering local exchange services.

Local Exchange.................... A switching exchange serving a group of lines that can
be uniquely identified by an area code and the first
three digits of a phone number.

Local Loop........................ The portion of the network which connects users'
telephone equipment to the telephone exchange. Also
referred to as the Access Network.

Mbps.............................. "Megabits per second." A measure of the
information-carrying capacity of a circuit.

MDU............................... "Multiple Dwelling Unit." Generally, an apartment or
condominium building or complex.

MSO............................... "Multiple System Operator." A term applied to cellular
operators and cable television providers that hold
franchises that allow them to provide their services in
different cities.

NGDLC............................. "Next Generation Digital Loop Carrier." A generation of
DLCs which incorporates a fiber-optic connection between
the HDT and the COT.

NIC............................... "Network Interface Card." An add-in circuit board that
enables a computer to connect to a LAN.

OEM............................... "Original Equipment Manufacturer."

ONU............................... "Optical Network Unit." A pedestal device located near
the customer premise which receives the optical signal
from the HDT and converts the signal back to a
traditional electrical signal.

Pairgain.......................... Technology that increases the line capacity of
traditional copper twisted pair.

Passband Modulation Electronics... Electronic circuitry that enables the modulation of
baseband signals to increase the information-carrying
capacity of a circuit over a given distance. Examples
include xDSL and ISDN.
</TABLE>

G-2

<PAGE>

<TABLE>
<S> <C>
PCS............................... "Personal Communications System." A two-way fully
digital wireless telecommunications system operating in
the 1.8 GHz-2.4 GHz frequency band in the U.S.

POTS.............................. "Plain Old Telephone Service." Basic telephone service
with no enhanced features such as call waiting,
conference calling or call forwarding.

PSTN.............................. "Public Switched Telephone Network." Domestic
telecommunications network commonly accessed by
telephones, PBXs and other devices.

PTT............................... "Post Telegraph-Telephone." The incumbent traditional
communications monopoly in a particular country. In many
countries, it is or was a government-owned system.

RBOC.............................. "Regional Bell Operating Company." One of the companies
created by the divestiture of the local exchange
business by AT&T. These currently include Ameritech,
Bell Atlantic (including NYNEX), BellSouth, SBC
Communications (including Pacific Telesis) and U S WEST.

RF................................ "Radio Frequency." Range of electromagnetic frequencies
above audio range and below visible light.

SDH............................... "Synchronous Digital Hierarchy." International version
of SONET standard for high speed fiber optic, digital
transmission networks.

SONET............................. "Synchronous Optical NETwork." Network architecture that
allows fiber optic transmission of voice, video and data
at very high speeds.

WAN............................... "Wide Area Network." A data network that interconnects
LANs.

xDSL.............................. Generic term to describe a variety of point-to-point
network access technologies that allow voice, data and
video to be transported over twisted pair copper wire in
the local loop, at higher transmission speeds over given
distances.
</TABLE>

G-3
<PAGE>

RELTEC CORPORATION
INDEX TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

<TABLE>
<S> <C>
Independent Auditors' Report......................................................... F-2

Consolidated Balance Sheets as of December 31, 1996 and 1997......................... F-3

Consolidated and Combined Statements of Operations for the seven months ended July
31, 1995 (Predecessor A), the five months ended December 31, 1995, and for the years
ended December 31, 1996 and 1997..................................................... F-4

Consolidated and Combined Statements of Cash Flows for the seven months ended July
31, 1995 (Predecessor A), the five months ended December 31, 1995, and for the years
ended December 31, 1996 and 1997..................................................... F-5

Consolidated Statements of Stockholders' Equity for the five months ended December
31, 1995 and for the years ended December 31, 1996 and 1997 and Combined Statement of
Parent Company Investment (Predecessor A) for the seven months ended July 31, 1995... F-6

Notes to the Consolidated and Combined Financial Statements.......................... F-7
</TABLE>

F-1
<PAGE>
INDEPENDENT AUDITORS' REPORT

TO THE STOCKHOLDERS AND BOARD OF DIRECTORS
OF RELTEC CORPORATION

We have audited the accompanying consolidated balance sheets of RELTEC
Corporation and its subsidiaries (the "Company") as of December 31, 1997 and
1996, and the related consolidated statements of operations, stockholders'
equity, and cash flows for the years ended December 31, 1997 and 1996, and the
five month period ended December 31, 1995 and RELTEC Corporation's ("Predecessor
A") combined statements of operations, parent company investment and cash flows
for the seven month period ended July 31, 1995. These financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in
all material respects, the financial position of RELTEC Corporation and its
subsidiaries as of December 31, 1997 and 1996, and the results of their
operations and their cash flows for the years ended December 31, 1997 and 1996,
and the five month period ended December 31, 1995 and the combined results of
operations and cash flows of RELTEC Corporation (Predecessor A) for the seven
months ended July 31, 1995 in conformity with generally accepted accounting
principles.

Deloitte & Touche LLP
Cleveland, Ohio
February 3, 1998

F-2
<PAGE>
RELTEC CORPORATION

CONSOLIDATED BALANCE SHEETS

(IN MILLIONS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
AS OF DECEMBER 31,
--------------------------------
1996 1997
--------------- ---------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents.......................................................... $ 8.7 $ 11.9
Accounts receivable, net........................................................... 108.6 141.4
Inventories........................................................................ 77.6 94.7
Receivable from seller............................................................. 5.0 -
Deferred income taxes.............................................................. 23.6 26.7
Other current assets............................................................... 8.3 18.4
------ ------
Total current assets................................................................. 231.8 293.1
Property, plant and equipment:
Land............................................................................... 3.7 3.7
Buildings and improvements......................................................... 28.8 33.7
Machinery and equipment............................................................ 90.7 116.7
------ ------
Total................................................................................ 123.2 154.1
Less: accumulated depreciation....................................................... 20.3 42.7
------ ------
Property, plant and equipment, net................................................... 102.9 111.4
Goodwill and intangible assets, net.................................................. 394.7 384.0
Other noncurrent assets.............................................................. 10.9 16.1
------ ------
Total assets......................................................................... $ 740.3 $ 804.6
------ ------
------ ------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current maturities of debt......................................................... $ 12.6 $ 20.9
Accounts payable................................................................... 70.5 78.8
Accrued compensation............................................................... 22.1 28.3
Other current liabilities.......................................................... 37.1 37.9
------ ------
Total current liabilities............................................................ 142.3 165.9
Long-term debt....................................................................... 276.1 250.3
Deferred income taxes................................................................ 15.0 9.8
Retirement and other benefits........................................................ 26.2 24.7
Other noncurrent liabilities......................................................... 6.3 6.0
Preferred stock, $.01 par value, 1,000,000 shares authorized; 1,000 shares of Series
A redeemable preferred stock issued and outstanding with $1,000 per share
redemption value at December 31, 1996 and 1997, respectively....................... 1.0 1.0
Commitments and contingencies (Notes 9, 10 and 17)
Stockholders' equity:
Common stock, $.01 par value; 60,000,000 shares authorized, 45,926,779 and
50,038,608 shares issued and outstanding, respectively........................... 0.5 0.5
Additional paid-in capital......................................................... 292.8 344.6
Accumulated deficit................................................................ (28.6) (3.7)
Currency translation adjustment...................................................... 8.7 5.5
------ ------
Total stockholders' equity........................................................... 273.4 346.9
------ ------
Total liabilities and stockholders' equity........................................... $ 740.3 $ 804.6
------ ------
------ ------
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-3
<PAGE>
RELTEC CORPORATION

CONSOLIDATED AND COMBINED STATEMENTS OF OPERATIONS

(IN MILLIONS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
PREDECESSOR A YEAR ENDED DECEMBER 31,
SEVEN MONTHS ENDED FIVE MONTHS ENDED ----------------------------
JULY 31, 1995 DECEMBER 31, 1995 1996 1997
------------------- ------------------ ------------- -------------
<S> <C> <C> <C> <C>
Net sales................................. $ 288.3 $ 225.5 $ 689.4 $ 887.2
Cost of sales............................. 205.3 166.2 482.9 633.4
------------------- ------------------ ------------- -------------
Gross profit.............................. 83.0 59.3 206.5 253.8
Operating expenses:
Research and product engineering........ 27.1 18.3 46.5 55.7
Selling and administrative.............. 39.1 27.6 75.7 94.1
Goodwill and intangible amortization.... 11.6 9.0 24.5 31.9
Write-off of acquired in-process
research and development.............. 32.9 35.3 8.9 0.7
Other (income) expense.................. -- 0.9 (0.2) (1.8)
------------------- ------------------ ------------- -------------
Total operating expenses.................. 110.7 91.1 155.4 180.6
------------------- ------------------ ------------- -------------
Operating income (loss)................... (27.7) (31.8) 51.1 73.2
Interest expense.......................... 19.0 12.5 25.6 18.6
------------------- ------------------ ------------- -------------
Income (loss) before income taxes and
extraordinary charge.................... (46.7) (44.3) 25.5 54.6
Income tax provision (benefit)............ (14.1) (13.9) 17.4 29.6
------------------- ------------------ ------------- -------------
Income (loss) before extraordinary
charge.................................. (32.6) (30.4) 8.1 25.0
Extraordinary charge, net of tax
benefit................................. -- -- 6.3 --
------------------- ------------------ ------------- -------------
Net income (loss)......................... $ (32.6) $ (30.4) $ 1.8 $ 25.0
------------------- ------------------ ------------- -------------
------------------- ------------------ ------------- -------------
Earnings per common share data (Note 1):
Basic earnings (loss) per common share:
Income (loss) before extraordinary
charge................................ $ (0.88) $ 0.20 $ 0.51
Extraordinary charge.................... -- (0.16) --
------------------ ------------- -------------
Net income (loss)....................... $ (0.88) $ 0.04 $ 0.51
------------------ ------------- -------------
------------------ ------------- -------------
Weighted average shares outstanding....... 34,363,638 39,498,277 48,837,053

Diluted earnings (loss) per common share:
Income (loss) before extraordinary
charge................................ $ (0.88) $ 0.20 $ 0.50
Extraordinary charge.................... -- (0.16) --
------------------ ------------- -------------
Net income (loss)....................... $ (0.88) $ 0.04 $ 0.50
------------------ ------------- -------------
------------------ ------------- -------------
Weighted average shares and options
outstanding............................. 34,363,638 39,834,904 49,705,758
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-4
<PAGE>
RELTEC CORPORATION

CONSOLIDATED AND COMBINED STATEMENTS OF CASH FLOWS

(IN MILLIONS)

<TABLE>
<CAPTION>
PREDECESSOR A FIVE MONTHS
SEVEN MONTHS ENDED YEAR ENDED DECEMBER 31,
ENDED DECEMBER 31, ------------------------------
JULY 31, 1995 1995 1996 1997
--------------- --------------- ------------- ---------------
<S> <C> <C> <C> <C>
Operating activities:
Net income (loss).................................... $ (32.6) $ (30.4) $ 1.8 $ 25.0
Adjustments to net income (loss) to arrive at cash
provided by (used for) operating activities:
Depreciation and amortization...................... 21.0 15.6 42.6 53.7
Amortization of deferred financing fees............ -- 0.7 1.2 0.3
Write-off of acquired in-process research and
development and inventory acquisition step-up.... 32.9 46.6 10.2 0.7
Deferred income taxes.............................. (14.5) (18.4) (12.0) (7.5)
Extraordinary charge, net of tax benefit........... -- -- 6.3 --
Changes in operating assets and liabilities
excluding the effect of acquisitions:
Accounts receivable, net......................... (5.9) 1.1 (28.3) (26.3)
Inventories...................................... (0.1) (6.6) (5.5) (12.0)
Accounts payable................................. 3.7 7.7 23.6 5.6
Receivable from seller........................... -- -- 7.4 5.0
License termination.............................. -- -- -- (11.0)
Other assets and liabilities..................... (11.1) 3.0 14.3 0.4
------ ------ ------------- ------
Net cash provided by (used for) operating activities... (6.6) 19.3 61.6 33.9

Investing activities:
Rainford Acquisition, net of $2.5 million cash
acquired........................................... -- -- (95.0) --
Other acquisitions and investments, net of cash
acquired........................................... -- -- -- (29.0)
Purchases of property, plant and equipment........... (6.3) (5.5) (16.9) (26.5)
Investment in new business systems................... -- -- -- (8.7)
------ ------ ------------- ------
Net cash used for investing activities................. (6.3) (5.5) (111.9) (64.2)

Financing activities:
New Credit Facility net borrowings (repayments)...... -- -- 275.4 (20.6)
Money Market lines of credit net borrowings.......... -- -- -- 3.7
Other debt net borrowings (repayments)............... -- -- 0.6 (0.6)
Senior Term Facilities borrowings (repayments)....... -- 25.0 (195.0) --
Old Revolving Facility net repayments................ -- (13.4) (27.1) --
Bridge Loan repayments............................... -- (25.0) -- --
Financing fees paid.................................. -- -- (1.6) --
Common stock issuances............................... -- 1.5 2.5 51.8
Common stock repurchases............................. -- -- (0.2) (0.7)
Preferred stock dividends............................ -- -- -- (0.1)
Net transfers from Parent Company.................... 14.9 -- -- --
------ ------ ------------- ------
Net cash provided by (used for) financing activities... 14.9 (11.9) 54.6 33.5
Net increase in cash and cash equivalents.............. 2.0 1.9 4.3 3.2
Cash and cash equivalents, beginning of period......... 0.5 2.5 4.4 8.7
------ ------ ------------- ------
Cash and cash equivalents, end of period............... $ 2.5 $ 4.4 $ 8.7 $ 11.9
------ ------ ------------- ------
------ ------ ------------- ------
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-5
<PAGE>
RELTEC CORPORATION

COMBINED STATEMENT OF PARENT COMPANY INVESTMENT (PREDECESSOR A)

(IN MILLIONS)

<TABLE>
<CAPTION>
COMMON STOCK ADDITIONAL
-------------------- PAID-IN ACCUMULATED CURRENCY
AMOUNT CAPITAL INVESTMENT TRANSLATION TOTAL
-------------------- ------------- ------------- ------------- ---------
<S> <C> <C> <C> <C> <C> <C>
As of January 1, 1995......................... -- $ -- $ -- $ 155.2 $ -- $ 155.2
Net loss...................................... -- -- -- (32.6) -- (32.6)
Net Transfers to Parent Company............... -- -- -- (22.6) -- (22.6)
--------- --------- ----- ------ ----- ---------
As of July 31, 1995........................... -- $ -- $ -- $ 100.0 $ -- $ 100.0
--------- --------- ----- ------ ----- ---------
--------- --------- ----- ------ ----- ---------
</TABLE>

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(IN MILLIONS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
COMMON STOCK ADDITIONAL ACCUMULATED
------------------------- PAID-IN INVESTMENT CURRENCY
SHARES AMOUNT CAPITAL (DEFICIT) TRANSLATION TOTAL
------------ ----------- ----------- ------------- ------------- ---------
<S> <C> <C> <C> <C> <C> <C>
As of August 1, 1995..................... 29,000,000 $ 0.3 $ 143.9 $ -- $ -- $ 144.2
Common stock issuances................... 7,306,600 0.1 36.4 -- -- 36.5
Net loss................................. -- -- -- (30.4) -- (30.4)
------------ --- ----------- ------ ----- ---------
As of December 31, 1995.................. 36,306,600 0.4 180.3 (30.4) -- 150.3

Common stock issuances................... 9,658,179 0.1 112.7 -- -- 112.8
Common stock repurchases................. (38,000) -- (0.2) -- -- (0.2)
Currency translation adjustment.......... -- -- -- -- 8.7 8.7
Net income............................... -- -- -- 1.8 -- 1.8
------------ --- ----------- ------ ----- ---------
As of December 31, 1996.................. 45,926,779 0.5 292.8 (28.6) 8.7 273.4
Common stock issuances................... 4,192,699 -- 52.5 -- -- 52.5
Common stock repurchases................. (80,870) -- (0.7) -- -- (0.7)
Redeemable preferred stock dividends
($105 per share)....................... -- -- -- (0.1) -- (0.1)
Currency translation adjustment.......... -- -- -- -- (3.2) (3.2)
Net income............................... -- -- -- 25.0 -- 25.0
------------ --- ----------- ------ ----- ---------
As of December 31, 1997.................. 50,038,608 $ 0.5 $ 344.6 $ (3.7) $ 5.5 $ 346.9
------------ --- ----------- ------ ----- ---------
------------ --- ----------- ------ ----- ---------
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-6
<PAGE>
RELTEC CORPORATION

NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

1. ORGANIZATION AND NATURE OF OPERATIONS

RELTEC Corporation ("RELTEC" or the "Company") was formed in July 1995 by
management and partnerships affiliated with Kohlberg Kravis Roberts & Co., L.P.
to acquire Reliance Comm/Tec Corporation ("Reliance Comm/Tec") from the Reliance
Electric Company ("Reliance"), a subsidiary of Rockwell International
Corporation ("Rockwell") (the "RELTEC Acquisition"). Rockwell acquired Reliance
effective January 1995 (the "Rockwell Acquisition"). For the seven month period
ended July 31, 1995 the Company is referred to as Predecessor A. The Company was
incorporated in July 1995 as K-Tec Holdings, Inc. In October 1995, the Company
changed its name to RELTEC Holdings, Inc., and in January 1998, the Company
changed its name to RELTEC Corporation.

The Company is a provider of a broad range of systems, products and services
to wireline and wireless service providers and telecommunications OEMs in North
America and around the globe. Most of the Company's systems, products and
services can be found in the access portion of the telecommunications network,
also referred to as the "local loop."

The RELTEC Acquisition totaled approximately $475.0 million excluding $18.0
million of related acquisition and financing costs. The purchase price was
subsequently decreased by $7.1 million in 1995 to account for changes in the
Company's working capital which occurred during the sale process. This amount
plus accrued interest was received by the Company in 1996. During 1996, the
purchase price was decreased by an additional $5.0 million as a result of the
loss of certain business activities as specified in the purchase agreement. This
amount was received by the Company in 1997.

SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION AND COMBINATION

The consolidated financial statements include the accounts of RELTEC
Corporation and its subsidiaries.

All significant intercompany balances and transactions have been eliminated.
RELTEC's investments in 20% to 50% owned companies in which it has the ability
to exercise significant influence over operating and financial policies are
accounted for using the equity method.

The combined financial statements of Predecessor A include the
telecommunications equipment manufacturing and service businesses which were
operated by Reliance and are presented on a basis which reflects Rockwell's
acquisition of Reliance. The Rockwell Acquisition was accounted for as a
purchase. As such, effective January 1995 a portion of Rockwell's purchase price
has been allocated to Predecessor A's assets and liabilities. The combined
financial statements of Predecessor A do not include any purchase price
adjustments related to the Company's acquisition of Reliance Comm/Tec.

The combined statement of operations includes allocations of certain
Reliance corporate expenses (refer to Note 16 for further discussion). RELTEC's
management believes the allocations are reasonable; however, these allocated
expenses are not necessarily indicative of expenses that would have been
incurred by RELTEC on a stand-alone basis.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the

F-7
<PAGE>
RELTEC CORPORATION

NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS (CONTINUED)

1. ORGANIZATION AND NATURE OF OPERATIONS (CONTINUED)
reported amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.

CASH AND CASH EQUIVALENTS

Cash equivalents include all highly-liquid investments with an original
purchased maturity of three months or less and are stated at cost, which
approximates market value. At December 31, 1996, cash and cash equivalents
included $1.7 million of cash restricted for use in the completion of a
contract.

INVENTORIES

Inventories are valued at the lower of cost or market and are stated on a
first-in, first-out (FIFO) cost basis. Predecessor A maintained inventories on
the last-in, first-out (LIFO) cost basis.

EARNINGS (LOSS) PER COMMON SHARE

In February 1997, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 128--"Earnings Per Share" ("SFAS
128"). This statement established standards for computing and presenting
earnings per share. The Company adopted the provisions of SFAS 128 in 1997.
Basic earnings per share is computed using the weighted average number of common
shares outstanding during the year; diluted earnings per share is computed after
consideration of the dilutive effect of stock options.

The following table reconciles net income (loss) available for common
shareholders and the weighted-average shares outstanding for basic and diluted
earnings per share for the periods presented.

<TABLE>
<CAPTION>
FIVE MONTHS
ENDED YEAR ENDED DECEMBER 31,
DECEMBER 31, --------------------------
1995 1996 1997
------------ ------------ ------------
<S> <C> <C> <C>
Net income (loss)..................................................... $ (30.4) $ 1.8 $ 25.0
Less: preferred stock dividends....................................... -- -- (0.1)
------------ ------------ ------------
Net income (loss) available to common shareholders.................... $ (30.4) $ 1.8 $ 24.9
------------ ------------ ------------
------------ ------------ ------------

Basic earnings (loss) per common share:
Weighted average common shares outstanding............................ 34,363,638 39,498,277 48,837,053
Basic earnings (loss) per common share................................ $ (0.88) $ 0.04 $ 0.51

Diluted earnings (loss) per common share:
Weighted average common shares outstanding............................ 34,363,638 39,498,277 48,837,053
Add: effect of dilutive options....................................... -- 336,627 868,705
------------ ------------ ------------
34,363,638 39,834,904 49,705,758
------------ ------------ ------------
------------ ------------ ------------
Diluted earnings (loss) per common share.............................. $ (0.88) $ 0.04 $ 0.50
</TABLE>

Basic and diluted earnings (loss) per common share amounts for the year
ended December 31, 1996 include the effect of an extraordinary charge of $6.3
million or $(0.16) per share. Refer to Note 4 for further discussion.

F-8
<PAGE>
RELTEC CORPORATION

NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS (CONTINUED)

1. ORGANIZATION AND NATURE OF OPERATIONS (CONTINUED)

In accordance with Securities and Exchange Commission Staff Accounting
Bulletin No. 83 ("SAB No. 83"), all common and common equivalent shares issued
during the twelve month period prior to the date of RELTEC's initial filing of
the Registration Statement have been included in the following calculation as if
they were outstanding for all periods. As required under SAB No. 83, the common
equivalent shares, which consist of stock options, were determined using the
treasury stock method and an assumed initial public offering price of $
per share. Pursuant to the application of SAB No. 83, earnings per share was
$ , $ and $ , for the five months ended December 31, 1995 and the
years ended December 31, 1996 and 1997, respectively.

SALES RECOGNITION

Sales are generally recognized when goods are shipped or services are
provided. Sales on long-term contracts (defined as significant contracts with
terms of longer than six months) are recorded on a percentage-of-completion
basis, measured by the cost-to-cost method.

PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment is stated at cost. For financial reporting
purposes, depreciation is computed by the straight-line method over the
estimated useful lives of the assets. The estimated useful lives are up to 45
years for buildings and improvements and three to 12 years for machinery and
equipment. Depreciation is computed principally using accelerated methods for
income tax reporting purposes. Depreciation expense was $21.8 million and $18.1
million for the years ended December 31, 1997 and 1996, respectively, and $6.6
million and $9.4 million for the five months ended December 31, 1995 and the
seven months ended July 31, 1995, respectively.

Leasehold improvements are amortized over the shorter of the useful life or
the remaining lease term. Significant renewals and betterments which
substantially extend the useful life of the asset are capitalized. Upon sale or
other disposition of assets, the cost and related accumulated depreciation or
amortization are removed from the accounts and the resulting gain or loss, if
any, is reflected in income. Maintenance, repairs and renewals of minor amounts
are charged to expense as incurred.

GOODWILL AND INTANGIBLE ASSETS

The excess of cost over the fair value of net assets of businesses acquired
(goodwill) is being amortized, using the straight-line method, over periods
ranging from 15 to 25 years for RELTEC and 25 years for Predecessor A. Other
intangible assets, primarily patents, are amortized using the straight-line
method over the estimated useful lives, ranging up to four years for RELTEC and
three to seven years for Predecessor A.

The Company periodically evaluates the recoverability of goodwill and other
intangible assets by comparing the book value of such assets to expected future
cash flows, on an undiscounted basis, over the remaining amortization period of
the asset.

PRODUCT WARRANTY

Product warranty costs are accrued at the time of sale based on historical
warranty experience and are adjusted as required to reflect subsequent
experience.

F-9
<PAGE>
RELTEC CORPORATION

NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS (CONTINUED)

1. ORGANIZATION AND NATURE OF OPERATIONS (CONTINUED)
WORKERS' COMPENSATION, PRODUCT AND GENERAL LIABILITY COSTS

The consolidated financial statements include RELTEC's estimated costs,
including costs not reimbursable under insurance contracts, of settling workers'
compensation, product and general liability claims. Accruals are determined from
historical claims-incurred experience, using actuarial computations of the
estimated ultimate settlement cost of such claims, including claims incurred but
not yet reported.

RESEARCH AND DEVELOPMENT COSTS

Research and development costs are expensed as incurred. Research and
development expense for the years ended December 31, 1997 and 1996 was $32.9
million and $28.5 million, respectively, and $10.6 million and $13.7 million for
the five months ended December 31, 1995 and seven months ended July 31, 1995,
respectively.

TRANSLATION OF FOREIGN CURRENCIES

Assets and liabilities of non-U.S. subsidiaries are translated into U.S.
dollars at the period-end exchange rate. Operating results are translated at the
average exchange rate for the period. The related translation adjustments are
accumulated in equity. Foreign currency gains (losses) resulting from
transactions are included in the statements of operations. Transaction gains
(losses) for the periods presented were not significant to RELTEC's results of
operations.

ACQUIRED IN-PROCESS RESEARCH AND DEVELOPMENT COSTS AND INVENTORY ACQUISITION
STEP-UP

In connection with the RELTEC Acquisition and Rockwell Acquisition of the
Company and certain acquisitions by the Company, a portion of each purchase
price was allocated to in-process research and development costs and inventory
acquisition step-up. Subsequent to the acquisition dates, certain of these
amounts were expensed. The Company relied upon independent valuations to
determine the amount of acquired in-process research and development costs and
believes that the write-off of these costs was appropriate because there is no
alternative use for these research and development projects. For the years ended
December 31, 1997 and 1996, and the five months ended December 31, 1995 the
amounts for acquired in-process research and development costs and inventory
acquisition step-up were $0.7 million, $10.2 million and $46.6 million,
respectively. Predecessor A's financial statements for the seven month period
ended July 31, 1995 include a charge of $32.9 million for the write-off of
acquired in-process research and development costs related to the Rockwell
Acquisition.

OTHER (INCOME) EXPENSE

During 1997, the Company entered into a strategic vendor relationship with
NextWAVE Telecom Inc. ("NextWAVE"). In support of this relationship, RELTEC made
an investment of $5.0 million in NextWAVE in the form of a 9.0% promissory note
which was due in January 1998 and has not been collected by the Company. The
Company has not recorded accrued interest and believes that, as of December 31,
1997, there has been an impairment in the value of the promissory note. As such,
the Company recorded a reserve of $5.0 million against the aggregate carrying
value of its investment in NextWAVE. This amount is recorded as other expense in
the statement of operations for the year ended December 31, 1997.

F-10
<PAGE>
RELTEC CORPORATION

NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS (CONTINUED)

1. ORGANIZATION AND NATURE OF OPERATIONS (CONTINUED)

Also recorded in the statement of operations as other income is a $6.5
million curtailment gain resulting from the benefit accrual freeze of the
Company's U.S. defined benefit plans at December 31, 1997 (refer to Note 14 for
further discussion).

FAIR VALUES AND CONCENTRATION OF CREDIT RISK

The recorded value of RELTEC's financial instruments, which includes
accounts receivable and accounts payable, approximates market value. The
carrying value of RELTEC's long-term debt is considered to approximate fair
value based on the borrowing rates currently available for loans with similar
terms and maturities.

Receivables are from a diverse group of customers in the telecommunications
industry and are generally unsecured. RELTEC maintains a reserve for potential
losses.

NEW ACCOUNTING PRONOUNCEMENTS

In June 1997, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 130--"Reporting Comprehensive
Income" ("SFAS 130"). This Statement discusses how to report and display
comprehensive income and its components in a full set of general-purpose
financial statements. Also in June of 1997, the FASB issued Statement of
Financial Accounting Standards No. 131--"Disclosures about Segments of an
Enterprise and Related Information" ("SFAS 131"). This Statement establishes
standards for the way that public business enterprises report information about
operating segments in annual financial statements and requires those enterprises
to report selected information about operating segments in interim financial
reports issued to shareholders. SFAS 130 and SFAS 131 must be implemented by
RELTEC in 1998. The Company has not completed its evaluation of these
statements, but does not anticipate a material impact on the consolidated
financial statements from the adoption of the additional disclosure requirements
of these accounting standards.

2. ACQUISITIONS

The Company's acquisitions have been accounted for as purchases.
Accordingly, for financial reporting purposes an allocation of the purchase
price has been made using estimated fair market values of the assets acquired
and liabilities assumed as of the acquisition date in accordance with Accounting
Principles Board Opinion No. 16--"Business Combinations". The results of these
acquisitions have been included in the accompanying consolidated financial
statements since the respective dates of acquisition.

CUSTOM DESIGN TELEPHONE SYSTEMS, INC.

In October 1997, the Company acquired all of the capital stock of Custom
Design Telephone Systems, Inc. ("CDTS") for a maximum purchase price of $27.0
million. Based in St. Louis, Missouri, CDTS is a provider of integrated
telecommunications services. Of the $27.0 million purchase price, approximately
$18.0 million was paid on October 30, 1997. The remaining portion of the
purchase price is contingently payable based on the achievement of certain
financial targets. At December 31, 1997, the Company has recorded a $6.0 million
liability for the estimated final purchase price payment. Approximately $18.5
million of the purchase price has been assigned to goodwill and is being
amortized over 25 years.

F-11
<PAGE>
RELTEC CORPORATION

NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS (CONTINUED)

2. ACQUISITIONS (CONTINUED)
FIRE NETWORKS, INC.

In September 1997, the Company acquired the assets of Fire Networks, Inc.
("Fire") for $1.0 million. Fire is a Dallas, Texas start-up company specializing
in the design and manufacture of xDSL equipment which enables the simultaneous
transmission of voice and data services over an existing copper telephone wire.
In conjunction with this acquisition, approximately $0.7 million of the purchase
price has been assigned to acquired in-process research and development. This
amount was written-off subsequent to the purchase price allocation.

BALLYNAHINCH MANUFACTURING OPERATIONS

In June 1997, the Company acquired the assets of the Ballynahinch
manufacturing operations ("Bally"), located in County Down, Northern Ireland.
The cost of this acquisition was $4.1 million. Bally specializes in electrical
manufacturing capabilities and complements the Company's other operations that
provide integrated outdoor mobile radio base station enclosures for wireless
communications networks.

RAINFORD GROUP PLC

On September 3, 1996, the Company acquired substantially all of the
outstanding shares of Rainford Group plc ("Rainford"), a European manufacturer
of base station cabinet enclosure systems and supplier of electromagnetic
protection equipment and systems to the telecommunications equipment industry
for $134.3 million, including $6.7 million of acquisition fees (the "Rainford
Acquisition"). The Rainford Acquisition was consummated with $97.5 million of
cash, $34.4 million (2,991,388 shares) of RELTEC common stock and $2.4 million
of Rainford stock options converted into RELTEC stock options. Approximately
$101.2 million of the purchase price was assigned to goodwill, which is being
amortized over 15 years, and $8.9 million of the purchase price was allocated to
acquired in-process research and development and immediately written-off. As
required by current accounting standards, no provision for deferred income taxes
was established for the acquired in-process research and development.

The following pro forma financial information has been prepared assuming
that the RELTEC and Rainford Acquisitions (collectively, the "Acquisitions")
occurred on January 1, 1995 and excludes the effects of the Rockwell
Acquisition. One-time nonrecurring charges for the write-off of acquired
in-process research and development costs, inventory acquisition step-up
write-off and an extraordinary charge have also been excluded:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER
31,
--------------------
<S> <C> <C>
1995 1996
--------- ---------

<CAPTION>
(IN MILLIONS)
<S> <C> <C>
Net sales.................................................................. $ 641.2 $ 742.2
Operating income........................................................... 17.5 49.8
Net income (loss).......................................................... (18.9) 8.8
</TABLE>

The pro forma financial information is unaudited and not necessarily
indicative of the operating results that would have occurred had the
Acquisitions been consummated as of January 1, 1995, nor is it necessarily
indicative of future operating results.

F-12
<PAGE>
RELTEC CORPORATION

NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS (CONTINUED)

3. GEOGRAPHIC AND MARKET DATA

The Company operates in a single industry segment, the global
telecommunications equipment market. This segment includes integrated systems,
products and services used for voice, video and data communications.

For the year ended December 31, 1997, two customers represented
approximately 16.5% and 11.0%, respectively, of RELTEC's net sales. For the year
ended December 31, 1996, one customer represented approximately 16.2% of
RELTEC's net sales. Export sales were less than 10.0% of RELTEC's net sales for
the year ended December 31, 1997 and approximately 11.5% of RELTEC's net sales
for the year ended December 31, 1996. The pro forma financial information has
been prepared assuming that the RELTEC Acquisition occurred on January 1, 1995
and excludes the effects of the Rockwell Acquisition. One-time nonrecurring
charges for the write-off of acquired in-process research and development costs,
inventory acquisition step-up write-off and an extraordinary charge have also
been excluded. The pro forma financial information is unaudited and not
necessarily indicative of the operating results that would have occurred had the
RELTEC Acquisition been consummated as of January 1, 1995, nor is it necessarily
indicative of future operating results.

The following tables summarize financial information of the Company by
groupings and geographic region:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
--------------------------------------
<S> <C> <C> <C>
PRO FORMA
1995 1996 1997
-------------- ---------- ---------

<CAPTION>
(IN MILLIONS)
<S> <C> <C> <C>
Net Sales:
Access Systems............ $ 98.5 $192.3 $ 283.6
Integrated Wireless
Solutions..................... 77.7 140.4 195.3
Network Components and
Services...................... 337.6 356.7 408.3
------ ---------- ---------
Total......................... $513.8 $689.4 $ 887.2
------ ---------- ---------
------ ---------- ---------
</TABLE>

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
--------------------------------------
<S> <C> <C> <C>
PRO FORMA
1995 1996 1997
-------------- ---------- ---------

<CAPTION>
(IN MILLIONS)
<S> <C> <C> <C>
Net Sales:
U.S.:
Sales to customers........ $499.3 $621.0 $ 714.1
Sales to affiliates....... 13.8 8.4 10.9
Europe:
Sales to customers........ -- 38.4 129.4
Sales to affiliates....... -- -- --
Other International:
Sales to customers........ 14.5 30.0 43.7
Sales to affiliates....... 8.3 10.0 5.5
Eliminations.................. (22.1) (18.4) (16.4)
------ ---------- ---------
Total......................... $513.8 $689.4 $ 887.2
------ ---------- ---------
------ ---------- ---------
</TABLE>

F-13
<PAGE>
RELTEC CORPORATION

NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS (CONTINUED)

3. GEOGRAPHIC AND MARKET DATA (CONTINUED)
Sales between geographic regions are generally priced to recover cost plus
an appropriate markup for profit.

<TABLE>
<CAPTION>
AS OF
DECEMBER 31,
--------------------
<S> <C> <C>
1996 1997
--------- ---------

<CAPTION>
(IN MILLIONS)
<S> <C> <C>
Identifiable Assets:
U.S................................................................. $ 536.8 $ 589.1
Europe.............................................................. 174.5 170.9
Other International................................................. 29.0 44.6
--------- ---------
Total................................................................... $ 740.3 $ 804.6
--------- ---------
--------- ---------
</TABLE>

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------------------------------
PRO FORMA
1995 1996 1997
--------------- --------------- ---------------
<S> <C> <C> <C>
(IN MILLIONS)
Operating Profit:
U.S.................................. $ 19.5 $ 46.5 $ 71.1
Europe............................... -- 0.1 1.5
Other International.................. (0.2) 4.5 0.6
----- ----- -----
Total.................................... $ 19.3 $ 51.1 $ 73.2
----- ----- -----
----- ----- -----
</TABLE>

4. EXTRAORDINARY CHARGE

During 1996, the Company recorded an extraordinary charge of $6.3 million,
net of a $3.3 million tax benefit, related to the accelerated amortization of
deferred financing fees. The Old Credit Facility entered into as part of the
RELTEC Acquisition was extinguished and a New Credit Facility was established
(refer to Note 9 for further discussion).

5. INVENTORIES

Inventories consisted of the following:

<TABLE>
<CAPTION>
AS OF
DECEMBER 31,
--------------------
1996 1997
--------- ---------
<S> <C> <C>
(IN MILLIONS)
Raw materials................................................................ $ 48.3 $ 58.4
Work-in-process.............................................................. 10.8 18.8
Finished goods............................................................... 18.5 17.5
--------- ---------
Total........................................................................ $ 77.6 $ 94.7
--------- ---------
--------- ---------
</TABLE>

F-14
<PAGE>
RELTEC CORPORATION

NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS (CONTINUED)

6. GOODWILL, INTANGIBLE ASSETS AND OTHER NONCURRENT ASSETS

Goodwill, intangible assets and other noncurrent assets consisted of the
following:

<TABLE>
<CAPTION>
AS OF
DECEMBER 31,
--------------------
1996 1997
--------- ---------
<S> <C> <C>
(IN MILLIONS)
Goodwill, net.............................................................. $ 353.9 $ 355.0
Intangible assets, net..................................................... 40.8 29.0
--------- ---------
Total...................................................................... $ 394.7 $ 384.0
--------- ---------
--------- ---------

Capitalized software....................................................... $ -- $ 8.7
Investments in affiliates.................................................. 2.7 3.2
Deferred financing fees.................................................... 1.6 1.3
Construction funds in escrow............................................... 5.2 --
Other...................................................................... 1.4 2.9
--------- ---------
Total...................................................................... $ 10.9 $ 16.1
--------- ---------
--------- ---------
</TABLE>

Capitalized software represents costs associated with the Company's
implementation of new business systems, which is currently in process.
Amortization of these costs will begin at the in-service date and be computed by
the straight-line method over the estimated useful life. Deferred financing fees
are amortized over the term of the related financing and are classified as
interest expense in the accompanying consolidated statements of operations.

7. MISCELLANEOUS FINANCIAL INFORMATION

<TABLE>
<CAPTION>
AS OF
DECEMBER 31,
--------------------
1996 1997
--------- ---------
<S> <C> <C>
(IN MILLIONS)
Allowance for doubtful accounts............................................. $ 2.4 $ 3.1
Goodwill--accumulated amortization.......................................... 17.4 35.1
Intangible assets--accumulated amortization................................. 16.1 30.3
</TABLE>

F-15
<PAGE>
RELTEC CORPORATION

NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS (CONTINUED)

8. OTHER CURRENT LIABILITIES

Other current liabilities consisted of the following:

<TABLE>
<CAPTION>
AS OF
DECEMBER 31,
--------------------
1996 1997
--------- ---------
<S> <C> <C>
(IN MILLIONS)
Accrued warranty............................................................. $ 7.0 $ 9.0
CDTS acquisition payment..................................................... -- 6.0
Contract termination......................................................... -- 4.2
Income taxes payable......................................................... 5.2 2.2
Interest payable............................................................. 1.5 1.8
License termination.......................................................... 11.0 --
Other........................................................................ 12.4 14.7
--------- ---------
Total........................................................................ $ 37.1 $ 37.9
--------- ---------
--------- ---------
</TABLE>

The CDTS acquisition payment represents the estimated remaining portion of
the purchase price which the Company expects to pay in 1998. The contract
termination represents estimated costs for the settlement of a contract assumed
with the Rainford Acquisition. The license termination liability represents the
settlement of a license agreement with a third party and was paid in 1997.

9. DEBT

In connection with the RELTEC Acquisition, the Company entered into the
$325.0 million Old Credit Facility (the "Old Credit Facility"), providing $195.0
million of term loans and $130.0 million of revolving credit and a $135.0
million bridge loan ("Bridge Loan") with a limited partnership in which KKR
Associates, L.P. is the general partner (the "KKR Partnership") (refer to Note
16 for further discussion). In September 1995, the Company converted $35.0
million of the Bridge Loan into common equity and repaid $25.0 million of the
Bridge Loan from proceeds of borrowings under the Old Credit Facility. During
August, 1996, the KKR Partnership exchanged the Bridge Loan for $74.0 million of
Common Stock and $1.0 million of redeemable Preferred Stock. The redeemable
Preferred Stock was immediately sold to an unrelated third party.

In September 1996, the Company extinguished outstanding amounts under the
Old Credit Facility and refinanced its borrowings under a new $450.0 million
credit facility with a new bank syndicate (the "New Credit Facility") which
matures on September 30, 2003. The New Credit Facility consists of a $350.0
million domestic revolving facility ("DRF") and a $100.0 million multi-currency
revolving facility ("MCRF"). DRF loans are denominated in U.S. dollars and
maintained at the Base Rate or the Euro Rate plus percentage margins as
specified in the New Credit Facility. MCRF loans are denominated in U.S.
dollars, pounds sterling, deutsche marks and yen and are maintained at the Base
Rate or the Euro Rate plus percentage margins as specified in the New Credit
Facility. At December 31, 1997 the Base Rate was 8.5% and the Euro Rate ranged
from 5.8% to 6.0%. The percentage margins range up to 0.125% for the Base Rate
and from 0.325% to 1.375% for the Euro Rate. The New Credit Facility contains
provisions to reduce the interest rates and commitment fees if certain leverage
ratios are achieved. At December 31, 1997, the weighted average interest rate on
the New Credit Facility was 6.92%.

The New Credit Facility contains provisions for a $30.0 million (or a pound
sterling equivalent) short-term credit line as well as letters of credit. The
aggregate facility borrowing availability is reduced for

F-16
<PAGE>
RELTEC CORPORATION

NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS (CONTINUED)

9. DEBT (CONTINUED)

amounts outstanding under the short-term credit lines and letters of credit.
Amounts outstanding under the short-term credit lines bear interest at the Base
Rate plus percentage margins as specified in the Credit Agreement. At December
31, 1997, the New Credit Facility has a facility fee of 0.175% per annum on the
total commitment and a letter of credit facility fee of 0.325% per annum on
outstanding letters of credit. At December 31, 1997, the aggregate availability
under the New Credit Facility was $175.9 million. Interest and commitment fees
are payable quarterly. During 1997, interest accrued on the debt obligations at
a weighted average interest rate of 7.05% per annum.

The New Credit Facility contains covenants and provisions that restrict,
among other things, the Company's ability to change its business, declare
dividends, grant liens, incur additional indebtedness, exceed a leverage ratio,
meet or exceed a minimum interest coverage ratio and make certain capital
expenditures. The Company was in compliance with these covenants at December 31,
1997. The New Credit Facility is secured by the capital stock of RELTEC's
subsidiaries and guaranteed by certain subsidiaries.

In October 1996, the Company entered into an interest rate swap agreement to
reduce its variable interest rate exposure on borrowings under the New Credit
Facility. The swap fixes the interest rate at 6.11% on a notional amount of
$100.0 million for two years. Interest is payable quarterly beginning January
28, 1997 and is recorded in interest expense. Under the prevailing market rates
at December 31, 1997 and 1996, the fair value of the swap agreement was a
liability of $0.3 million and $0.5 million, respectively.

In May 1997, the Company entered into promissory notes with several banks
("Money Market Lines of Credit") for $40.0 million of unsecured and uncommitted
credit lines, outside the New Credit Facility. At December 31, 1997, $3.7
million was outstanding at a weighted average interest rate of 7.18%. Borrowings
under the Money Market Lines of Credit mature at specified dates less than one
year after incurrence.

The Company also maintains several lines of credit for its non-U.S.
affiliates. At December 31, 1997, aggregate borrowings outstanding under these
facilities were $3.7 million with interest rates ranging from 6.25% to 9.18%

F-17
<PAGE>
RELTEC CORPORATION

NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS (CONTINUED)

9. DEBT (CONTINUED)

At December 31, 1997, the Company is also contingently liable for $1.3
million of outstanding letters of credit issued prior to the RELTEC Acquisition.

<TABLE>
<CAPTION>
AS OF
DECEMBER 31,
--------------------
1996 1997
--------- ---------
<S> <C> <C>
(IN MILLIONS)
New Credit Facility........................................................ $ 275.4 $ 254.8
Money Market Lines of Credit............................................... -- 3.7
Capital lease obligation................................................... 9.0 9.0
Other debt................................................................. 4.3 3.7
--------- ---------
Total debt................................................................. 288.7 271.2
Current maturities......................................................... 12.6 20.9
--------- ---------
Total long-term debt....................................................... $ 276.1 $ 250.3
--------- ---------
--------- ---------
</TABLE>

As of December 31, 1997, aggregate maturities of debt obligations in each of
the next five years are as follows (in millions):

<TABLE>
<S> <C>
1998................................................................. $20.9
1999................................................................. 0.3
2000................................................................. --
2001................................................................. --
2002................................................................. --
Thereafter........................................................... 250.0
</TABLE>

Predecessor A's financial statements for the period ended July 31, 1995
include interest expense to the parent company on an inter-company note which
carried an interest rate of 4.3%.

Interest paid was $18.0 million, $26.9 million and $7.8 million for the
years ended December 31, 1997 and 1996, and the five months ended December 31,
1995, respectively.

10. LEASES

RELTEC leases certain facilities and equipment under operating leases, many
of which contain renewal options and escalation clauses. Total rental expense
was $10.1 million and $6.6 million for the years ended December 31, 1997 and
1996, and $3.1 million and $4.5 million for the five months ended December 31,
1995 and seven months ended July 31, 1995, respectively.

F-18
<PAGE>

RELTEC CORPORATION

NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS (CONTINUED)

Minimum future rental commitments under operating leases having non-cancelable
lease terms in excess of one year are as follows:

<TABLE>
<S> <C>
1998............................................................... $ 5.7

1999............................................................... 4.3

2000............................................................... 3.1

2001............................................................... 2.2

2002............................................................... 2.1

Thereafter......................................................... 8.1
-----

Total.......................................................... $ 25.5
-----
-----
</TABLE>

During 1996, the Company entered into a capital lease agreement which
requires variable lease payments based on a variable market rate. As of December
31, 1997, the variable rate was 4.3%. As of December 31, 1997, obligations under
this capital lease are $0.4 million annually through 2002 and $16.3 million
thereafter and include $9.3 million of interest expense.

11. REDEEMABLE PREFERRED STOCK

During 1996, the Company issued 1,000 shares of Series A Redeemable
Preferred Stock (the "Preferred Stock"). The Preferred Stock has annual dividend
requirements of $105 per share for each of the years ending December 31, 1996,
1997 and 1998; $115 per share for the year ending December 31, 1999; $125 per
share for the year ending December 31, 2000; and $130 per share for each year
ending December 31 thereafter. Dividends are cumulative and payable quarterly
beginning January 1, 1997. The Company can redeem the Preferred Stock at any
time at a redemption price of $1,000 per share plus accrued dividends (the
"Redemption Price"). The holders of Preferred Stock can cause the redemption of
the Preferred Stock at any time after July 1, 2003 or earlier in the occurrence
of a triggering event, as defined in the Preferred Stock Certificate of
Designation, at the Redemption Price. The Preferred Stock has no general voting
rights.

12. COMMON STOCK AND STOCK OPTION PLAN

Holders of shares of common stock of RELTEC Corporation ("Common Stock") are
entitled to one vote per share on matters to be voted on by the stockholders,
and to receive dividends when and as declared by the Board of Directors. Holders
of Common Stock are not entitled to preemptive rights and have no subscription,
redemption or conversion privileges. The Common Stock does not have cumulative
voting rights. The rights, preferences and privileges of holders of Common Stock
are subject to the rights of the holders of shares of any series of preferred
stock issued or that may be issued in the future. At December 31, 1997 and 1996,
loans to employees for the purchase of Common Stock were $0.9 million and $0.6
million, respectively. These amounts have been presented as a reduction of
additional paid-in capital.

On August 1, 1995, RELTEC Corporation adopted the 1995 Stock Purchase and
Option Plan for Employees of RELTEC Corporation and Subsidiaries (the "Equity
Plan") under which employees of RELTEC may be permitted to purchase common stock
and/or be granted options to purchase shares of common stock of RELTEC. In 1996
and 1997, the plan was amended to increase the number of shares which could be
issued under the Equity Plan to 5,000,000 and 5,725,000, respectively. At
December 31, 1997, 5,148,789 shares were issued under the Equity Plan.

Common Stock options expire in periods ranging from seven to ten years from
the date of grant. Approximately sixty percent of the options granted vest
proratably over periods of up to five years ("Term

F-19
<PAGE>

RELTEC CORPORATION

NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS (CONTINUED)

12. COMMON STOCK AND STOCK OPTION PLAN (CONTINUED)
Options"). Vesting of the remaining options is dependent on RELTEC achieving
certain financial objectives, but in no event later than terms ranging from six
years and eleven months to seven years and eleven months ("Performance
Options").

A summary of the changes in the stock options granted under the Equity Plan
is as follows:

<TABLE>
<CAPTION>
WEIGHTED AVERAGE
OPTIONS EXERCISE PRICE
------------ -----------------
<S> <C> <C>
Outstanding, August 1, 1995................................... -- --
Granted..................................................... 1,875,600 $ 5.00
------------
Outstanding, December 31, 1995................................ 1,875,600 5.00
Granted..................................................... 1,211,021 9.56
Forfeited................................................... (38,000) 5.00
------------
Outstanding, December 31, 1996................................ 3,048,621 6.81
Granted..................................................... 897,247 12.50
Forfeited................................................... (297,428) 7.53
Exercised................................................... (400) 5.00
------------
Outstanding, December 31, 1997................................ 3,648,040 $ 8.14
------------
------------
</TABLE>

<TABLE>
<S> <C> <C>
Options exercisable at December 31,:
1995.............................................. -- --
1996.............................................. 413,639 $ 4.52
1997.............................................. 1,128,818 6.19
</TABLE>

Stock options outstanding at December 31, 1997 are as follows:

<TABLE>
<CAPTION>
OPTIONS OUTSTANDING OPTIONS EXERCISABLE
------------------------------------------------ -----------------------------
WEIGHTED AVERAGE WEIGHTED AVERAGE WEIGHTED AVERAGE
NUMBER REMAINING EXERCISE NUMBER EXERCISE
RANGE OF EXERCISE PRICES OUTSTANDING CONTRACTUAL LIFE PRICE EXERCISABLE PRICE
- --------------------------------- ----------- ---------------- ----------------- ---------- -----------------
<S> <C> <C> <C> <C> <C>
$ 2.83-$ 5.00 1,951,053 7.4 $ 4.76 880,107 $ 4.54
$10.56-$11.50 807,907 6.2 11.46 123,294 11.50
$12.50-$14.97 889,080 8.8 12.53 125,417 12.50
----------- ----------
3,648,040 7.5 8.14 1,128,818 6.19
</TABLE>

The Company accounts for the Equity Plan under Accounting Principles Board
Opinion No. 25, "Accounting for Stock Issued to Employees," under which no
compensation cost has been recognized for all common stock and common stock
options issued with a price equal to fair market value. Had compensation cost
for the Equity Plan been determined consistent with the fair value methodology
of

F-20
<PAGE>

RELTEC CORPORATION

NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS (CONTINUED)

12. COMMON STOCK AND STOCK OPTION PLAN (CONTINUED)

Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation" ("SFAS 123"), the Company's net income (loss) would have been the
following pro forma amounts:

<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31,
FIVE MONTHS ENDED --------------------
DECEMBER 31, 1995 1996 1997
------------------- --------- ---------
<S> <C> <C> <C>
(IN MILLIONS, EXCEPT SHARE DATA)
Net income (loss) as reported......................... $ (30.4) $ 1.8 $ 25.0
Pro forma net income (loss)........................... (30.6) 1.2 24.2
Pro forma earnings (loss) per share:
Basic............................................... $ (0.89) $ 0.03 $ 0.49
Diluted............................................. (0.89) 0.03 0.48
</TABLE>

The pro forma earnings (loss) per share amounts for the year ended December
31, 1996 include the effect of an extraordinary charge of $6.3 million or
$(0.16) per share. Refer to Note 4 for further discussion.

Under SFAS 123, the fair value of each option is estimated on the date of
grant using the Minimum Value option pricing model with the following weighted
average assumptions:

<TABLE>
<CAPTION>
1995 ISSUANCES 1996 ISSUANCES 1997 ISSUANCES
--------------- --------------- ---------------
<S> <C> <C> <C>
Risk-free interest rate....................... 6.35% 6.18% 5.84%
Expected life (years)......................... 10.0 7.5 9.5
Expected volatility........................... -- -- --
Expected dividends............................ $ -- $ -- $ --
</TABLE>

The weighted average fair market values of options granted during 1995, 1996
and 1997 was $2.35, $4.33 and $5.43, respectively.

13. INCOME TAXES

Income tax provision (benefit) includes:

<TABLE>
<CAPTION>
FIVE MONTHS YEAR ENDED
ENDED DECEMBER 31,
DECEMBER 31, --------------------
1995 1996 1997
------------- --------- ---------
<S> <C> <C> <C>
(IN MILLIONS)
Current taxes:
U.S. federal.............................................. $ 3.5 $ 23.9 $ 27.8
State and local........................................... 0.5 3.8 4.7
Non-U.S................................................... 0.5 1.7 4.6
------ --------- ---------
Total..................................................... $ 4.5 $ 29.4 $ 37.1
------ --------- ---------
Deferred taxes:
Federal and state $ (18.2) $ (10.8) $ (5.8)
Non-U.S................................................... (0.2) (1.2) (1.7)
------ --------- ---------
Total..................................................... (18.4) (12.0) (7.5)
------ --------- ---------
Total income tax provision (benefit) $ (13.9) $ 17.4 $ 29.6
------ --------- ---------
------ --------- ---------
</TABLE>

F-21
<PAGE>

RELTEC CORPORATION

NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS (CONTINUED)

13. INCOME TAXES (CONTINUED)
Income taxes differ from amounts computed at the U.S. statutory rate due to:

<TABLE>
<CAPTION>
FIVE MONTHS YEAR ENDED
ENDED DECEMBER 31,
DECEMBER 31, --------------------
1995 1996 1997
------------- --------- ---------
<S> <C> <C> <C>
(IN MILLIONS)
Expected income tax provision (benefit) at statutory
rates.................................................... $ (15.5) $ 8.9 $ 19.1
Nondeductible amortization................................. 1.5 7.6 6.2
State, local taxes and other............................... 0.1 0.9 4.3
------ --------- ---------
Total income tax provision (benefit)....................... $ (13.9) $ 17.4 $ 29.6
------ --------- ---------
------ --------- ---------
</TABLE>

Temporary differences and loss carryforwards which gave rise to deferred tax
assets and (liabilities) consisted of the following:

<TABLE>
<CAPTION>
AS OF
DECEMBER 31,
--------------------
<S> <C> <C>
1996 1997
--------- ---------

<CAPTION>
(IN MILLIONS)
<S> <C> <C>
Deferred income tax assets (liabilities):
Inventory............................................................... $ 13.0 $ 14.2
Pension, postretirement and postemployment benefits..................... 11.0 10.2
Capital lease obligation................................................ 3.6 3.6
Self-insurance reserves................................................. 3.3 3.5
Accrued warranty........................................................ 2.2 3.5
Tax loss carryforwards.................................................. 1.7 0.7
Intangible assets....................................................... (14.5) (12.1)
Property and equipment.................................................. (17.1) (16.7)
Construction funds in escrow............................................ (2.1) --
Other................................................................... 7.5 10.0
--------- ---------
Net deferred taxes...................................................... $ 8.6 $ 16.9
--------- ---------
--------- ---------
</TABLE>

For income tax reporting purposes, the Company has state net operating loss
carryforwards that aggregate approximately $10.8 million at December 31, 1997.
Such carryforwards have various expiration dates beginning in the year 2000.

RELTEC has not provided for U.S. income and foreign withholding taxes on
undistributed earnings of its non-U.S. subsidiaries because management intends
to permanently reinvest those earnings. Undistributed earnings of non-U.S.
subsidiaries were not significant at December 31, 1997.

Income taxes paid were $43.0 million and $20.5 million for the years ended
December 31, 1997 and 1996, respectively, and $6.5 million during the five
months ended December 31, 1995.

For Predecessor A, the results of RELTEC's domestic operations were included
in the consolidated U.S. return of its parent. The actual tax benefit generated
by RELTEC was settled through an intercompany account with the parent. On a
stand-alone basis, RELTEC would not have recognized any income tax benefit in
its statement of operations; as such, the benefit has been credited to the
parent company investment. The actual amount credited to the parent company
investment for the seven months ended July 31, 1995 was $1.0 million.

F-22
<PAGE>

RELTEC CORPORATION

NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS (CONTINUED)

13. INCOME TAXES (CONTINUED)

For the seven month period ended July 31, 1995, the provision (benefit) for
income taxes consisted of a current tax provision of $0.4 million and a deferred
tax provision (benefit) of $(14.5) million. The current provision for income
taxes relates to non-U.S. taxes. The deferred provision relates to the write-off
of acquired in-process research and development costs.

14. PENSION PLANS

RELTEC maintains pension plans which cover certain employees and provide for
monthly pension payments to eligible employees upon retirement. Plans covering
salaried employees provide benefits based on years of credited service and
compensation. Pension benefits for certain hourly employees are based on years
of service and specified benefits amounts. RELTEC's funding policy in the United
States is to contribute amounts necessary to meet or exceed ERISA funding
requirements, and elsewhere to fund amounts in accordance with local
regulations. Pension plan assets consist primarily of United States government
obligations, fixed income investments and equity securities whose values are
subject to fluctuations of the securities market.

As part of the RELTEC Acquisition, the Company's employee benefit plan
obligations and related plan assets were determined on a stand-alone basis and
recorded in the consolidated balance sheet as part of the allocation of the
purchase price. A pension asset valuation and transfer from the seller's trust
accounts into RELTEC's trust accounts was completed in August 1996.

The Company maintains a nonqualified defined benefit plan for certain
executive officers which is unfunded. The Company also maintains a deferred
compensation plan for elected officers and other key employees.

Effective December 31, 1997, benefit accruals under the U.S. defined benefit
pension plans were frozen. Pursuant to the provisions of SFAS No. 88 "Accounting
for Settlements and Curtailments of Defined Benefit Pension Plans and for
Termination Benefits," the benefit plan freeze resulted in the recognition of
$6.5 million of curtailment gains in 1997. This amount has been presented as
other income in the statement of operations. Beginning in 1998, the Company will
implement a new defined contribution retirement benefit plan for its U.S.
employees.

F-23
<PAGE>

RELTEC CORPORATION

NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS (CONTINUED)

14. PENSION PLANS (CONTINUED)
The following table reconciles the funded status of the Company's defined
benefit plans:

<TABLE>
<CAPTION>
AS OF AS OF
DECEMBER 31, 1996 DECEMBER 31, 1997
---------------------------- ----------------------------
STATUS OF PLAN(S) OVER-FUNDED UNDER-FUNDED OVER-FUNDED UNDER-FUNDED
- ------------------------------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
(IN MILLIONS)
Accumulated benefit obligation,
principally vested................. $ 16.1 $ 26.6 $ 18.3 $ 36.9
Effect of projected salary
increases.......................... 0.5 5.5 0.6 0.3
----- ------ ----- ------
Projected benefit obligation......... 16.6 32.1 18.9 37.2
Fair value of plan assets............ 18.6 22.2 23.0 28.1
----- ------ ----- ------
Plan assets greater/ (less) than
projected benefit obligation....... 2.0 (9.9) 4.1 (9.1)
Unrecognized cumulative net gain..... (1.0) (2.3) (3.0) (0.1)
----- ------ ----- ------
Prepaid (accrued) pension costs...... $ 1.0 $ (12.2) $ 1.1 $ (9.2)
----- ------ ----- ------
----- ------ ----- ------
</TABLE>

Net periodic pension costs included in the accompanying consolidated
statements of operations consisted of the following:

<TABLE>
<CAPTION>
YEAR ENDED
FIVE MONTHS DECEMBER 31,
ENDED --------------------
DECEMBER 31, 1995 1996 1997
------------------- --------- ---------
<S> <C> <C> <C>
(IN MILLIONS)
Service cost--benefits earned.......................... $ 1.7 $ 4.1 $ 4.6
Interest accrued on accumulated benefit obligation..... 1.3 3.2 3.8
Actual return on plan assets........................... (1.8) (4.2) (9.2)
Net amortization and deferrals......................... 0.6 1.2 5.3
----- --------- ---------
Net periodic pension cost.............................. $ 1.8 $ 4.3 $ 4.5
----- --------- ---------
----- --------- ---------
</TABLE>

Net periodic pension cost included in Predecessor A's financial statements
for the period ended July 31, 1995 was $2.1 million.

The following assumptions were used for determining the Company's defined
benefit plan obligations and net periodic pension cost:

<TABLE>
<CAPTION>
AS OF
DECEMBER 31,
-------------------------------------
<S> <C> <C> <C>
1995 1996 1997
----- ----- -----
Weighted average discount rate..................................... 7.5% 7.5% 7.0%
Salary increase.................................................... 4.5% 4.5% 4.5%
Asset return....................................................... 9.0% 9.0% 9.0%
</TABLE>

The Company sponsors a defined contribution savings and investment plan
covering substantially all U.S. RELTEC salaried employees. Employer
contributions to the plan are 50% of employee contributions, up to 6% of each
covered employee's salary. RELTEC's contributions were $2.4 million for each of
the

F-24
<PAGE>

RELTEC CORPORATION

NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS (CONTINUED)

14. PENSION PLANS (CONTINUED)

years ended December 31, 1997 and 1996, and $0.9 million and $1.3 million for
the five month period ended December 31, 1995 and the seven month ended July 31,
1995, respectively.

15. POSTRETIREMENT BENEFITS OTHER THAN PENSIONS

The Company provides postretirement benefits other than pensions, primarily
health care and life insurance, for certain eligible U.S. retirees.
Postretirement benefits are unfunded. Effective December 31, 1997, the Company
amended certain provisions of its postretirement benefit plan for U.S. employees
primarily to require minimum eligibility at age 55 and 10 years of service with
credited service beginning at age 45. The effect of these amendments resulted in
unrecognized prior service costs of $7.8 million which will be amortized to
future net periodic postretirement cost.

Net periodic postretirement benefit costs consisted of the following:

<TABLE>
<CAPTION>
YEAR ENDED
SEVEN MONTHS FIVE MONTHS DECEMBER 31,
ENDED ENDED --------------------
JULY 31, 1995 DECEMBER 31, 1995 1996 1997
--------------- --------------------- --------- ---------
<S> <C> <C> <C> <C>
(IN MILLIONS)
Service cost............................... $ 0.5 $ 0.2 $ 0.6 $ 0.6
Interest cost.............................. 0.9 0.4 0.9 0.9
--- --- --- ---
Net periodic postretirement benefit cost... $ 1.4 $ 0.6 $ 1.5 $ 1.5
--- --- --- ---
--- --- --- ---
</TABLE>

The following table reconciles the funded status of the Company's
postretirement benefit obligation:

<TABLE>
<CAPTION>
AS OF
DECEMBER 31,
--------------------
<S> <C> <C>
1996 1997
--------- ---------

<CAPTION>
(IN MILLIONS)
<S> <C> <C>
Accumulated postretirement benefit obligation:
Retired participants..................................................... $ 2.5 $ 3.4
Fully eligible active plan participants.................................. 3.4 1.8
Other active plan participants........................................... 7.1 2.3
Unrecognized prior service costs......................................... -- 7.8
Unrecognized cumulative net gain (loss).................................. -- (1.0)
--------- ---------
Accrued postretirement benefit obligation................................ $ 13.0 $ 14.3
--------- ---------
--------- ---------
</TABLE>

The actuarial present value of the accumulated postretirement benefit
obligation was determined using a discount rate of 7.0% and 7.5% at December 31,
1997 and 1996, respectively. Health care cost inflation is assumed to be 8.5%,
declining gradually to 5.5% in 2017 and thereafter. A 1.0% increase in the
assumed health care cost rates would increase the service and interest cost
components, in aggregate, by approximately $0.2 million and increase the
accumulated postretirement benefit obligation by approximately $0.3 million.

16. RELATED PARTY TRANSACTIONS

On April 1, 1997, the Company's largest stockholder, a limited partnership
in which KKR Associates, L.P. is the general partner, invested an additional
$50.0 million in RELTEC in exchange for 4,000,000 shares of common stock. The
cash proceeds were used to repay borrowings under the New Credit Facility.

F-25
<PAGE>

RELTEC CORPORATION

NOTES TO THE CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS (CONTINUED)

16. RELATED PARTY TRANSACTIONS (CONTINUED)

At December 31, 1997, two limited partnerships in which KKR Associates, L.P.
is a general partner owned 90.8% of the Company's outstanding Common Stock. The
remaining 9.2% of outstanding Common Stock is owned by management investors, an
employee savings plan and other third parties.

Kohlberg Kravis Roberts & Co., L.P. ("KKR") provides certain management,
consulting and financial services to the Company for an annual fee. Such
services include, but are not necessarily limited to, advice and assistance
concerning any and all aspects of the operation, planning and financing of the
Company. During the years ended December 31, 1997 and 1996, and the five months
ended December 31, 1995, the Company paid $0.8 million, $0.8 million and $0.4
million, respectively, to KKR for management fees and reimbursement of expenses.

During 1996, RELTEC paid $2.0 million to KKR for consulting services related
to the Rainford Acquisition and $7.5 million in 1995 for services rendered in
connection with the RELTEC Acquisition.

Predecessor A's financial statements include charges for certain direct
expenses which were administered centrally by Reliance including insurance,
pensions and certain other items. Annual allocations were also made for common
services provided by Reliance such as cash management and other treasury, legal,
patent, tax, corporate accounting, audit and communication services.
Administrative expense includes $3.9 million for the seven months ended July 31,
1995 for such allocated expenses. Settlement of RELTEC's related
receivable/payable resulting from these transactions was done through an
intercompany account which has been included in the parent company investment.

17. CONTINGENCIES

Various lawsuits, claims and proceedings have been or may be instituted or
asserted against the Company relating to the conduct of its business, including
those pertaining to environmental, safety and health, employment and contract
matters. Although the outcome of litigation cannot be predicted with certainty
and some lawsuits, claims or proceedings may be disposed of unfavorably to the
Company, management believes the disposition of matters which are pending or
asserted will not have a material adverse effect on the Company's consolidated
financial position, results of operations or cash flows.

18. SUBSEQUENT EVENTS

Prior to the Offering, the 1998 Equity Participation Plan of RELTEC
Corporation (the "Equity Plan") will be approved by the Board of Directors and
stockholders of the Company. The principal purpose of the Equity Plan is to
provide incentives for officers, employees and consultants of the Company
through granting of options, restricted stock and other awards (collectively,
"Awards"), thereby stimulating their personal and active interest in the
Company's development and financial success, and inducing them to remain in the
Company's employment. The Equity Plan is also intended to assist the Company in
attracting and retaining qualified non-employee directors ("Non-Employee
Directors") by providing for the automatic grant of options to Non-Employee
Directors.

Under the Equity Plan, not more than 4,176,211 shares of Common Stock (or
the equivalent in other equity securities) are authorized for issuance upon
exercise of options, stock appreciation rights ("SARs"), and other Awards, or
upon vesting of restricted or deferred stock awards. No amounts have been issued
under the Equity Plan as of January 31, 1998.

On January 14, 1998, the Company increased its authorized shares of common
stock to 150,000,000 and its authorized shares of preferred stock to 20,000,000.

F-26
<PAGE>
[ALTERNATE]
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
PROSPECTUS (SUBJECT TO COMPLETION)

ISSUED FEBRUARY 5, 1998

RELTEC CORPORATION

COMMON STOCK
-----------------

OF THE SHARES OF COMMON STOCK OFFERED, SHARES ARE BEING
OFFERED INITIALLY OUTSIDE THE UNITED STATES AND CANADA BY THE INTERNATIONAL
UNDERWRITERS AND SHARES ARE BEING OFFERED INITIALLY IN THE UNITED
STATES AND CANADA BY THE U.S. UNDERWRITERS. SEE "UNDERWRITERS." ALL OF THE
SHARES OF COMMON STOCK OFFERED HEREBY ARE BEING SOLD BY THE COMPANY.
PRIOR TO THIS OFFERING, THERE HAS BEEN NO PUBLIC MARKET FOR THE COMMON
STOCK OF THE COMPANY. IT IS CURRENTLY ESTIMATED THAT THE INITIAL
PUBLIC OFFERING PRICE PER SHARE WILL BE BETWEEN $ AND $ . SEE
"UNDERWRITERS" FOR A DISCUSSION OF THE FACTORS TO BE
CONSIDERED IN DETERMINING THE INITIAL PUBLIC OFFERING PRICE.
------------------------

APPLICATION WILL BE MADE TO LIST THE COMMON STOCK ON THE NEW YORK STOCK EXCHANGE
UNDER THE SYMBOL "RLT."
------------------------

SEE "RISK FACTORS" BEGINNING ON PAGE 11 FOR INFORMATION THAT

SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS.
-----------------

PRICE $ A SHARE
-------------------

MORGAN STANLEY DEAN WITTER SALOMON SMITH BARNEY INTERNATIONAL

GOLDMAN SACHS INTERNATIONAL
DEUTSCHE MORGAN GRENFELL
LEHMAN BROTHERS
J.P. MORGAN SECURITIES LTD.

, 1998
<PAGE>
PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth the expenses expected to be incurred in
connection with the issuance and distribution of Common Stock registered hereby,
all of which expenses, except for the Securities and Exchange Commission
registration fee, the National Association of Securities Dealers, Inc. filing
fee and the New York Stock Exchange listing application fee, are estimates:

<TABLE>
<CAPTION>
DESCRIPTION AMOUNT
- ------------------------------------------------------------------------------------------------------- ---------
<S> <C>
Securities and Exchange Commission registration fee.................................................... $ 47,200
National Association of Securities Dealers, Inc. filing fee............................................ 16,500
New York Stock Exchange listing application fee........................................................ *
Legal fees and expenses................................................................................ *
Accounting fees and expenses........................................................................... *
Printing and engraving fees and expenses............................................................... *
Blue Sky fees and expenses............................................................................. *
Transfer Agent fees and expenses....................................................................... *
Miscellaneous expenses................................................................................. *
---------
Total............................................................................................ *
---------
---------
</TABLE>

- ------------------------
* To be completed by amendment.

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Company is a Delaware corporation. Reference is made to Section
102(b)(7) of the Delaware General Corporation Law (the "DGCL"), which enables a
corporation in its original certificate of incorporation or an amendment thereto
to eliminate or limit the personal liability of a director for violations of the
director's fiduciary duty, except (i) for any breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) pursuant to Section 174 of the DGCL (providing for liability of
directors for unlawful payments of dividends of unlawful stock purchase or
redemptions) or (iv) for any transaction from which a director derived an
improper personal benefit.

Reference is also made to Section 145 of the DGCL, which provides that a
corporation may indemnify any person, including an officer or director, who is,
or is threatened to be made, party to any threatened, pending or completed legal
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of such corporation), by
reason of the fact that such person was an officer, director, employee or agent
of such corporation or is or was serving at the request of such corporation as a
director, officer, employee or agent of another corporation or enterprise. The
indemnity may include expenses (including attorney's fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding, provided such officer,
director, employee or agent acted in good faith and in a manner he reasonably
believed to be in, or not opposed to, the corporation's best interest and, for
criminal proceeding, had no reasonable cause to believe that his conduct was
unlawful. A Delaware corporation may indemnify any officer or director in any
action by or in the right of the corporation under the same conditions, except
that no indemnification is permitted without judicial approval if the officer or
director is adjudged to be liable to the corporation. Where an officer or
director is successful on the merits or otherwise in the defense of any action
referred to above, the corporation must indemnify him against the expenses that
such officer or director actually and reasonably incurred.

II-1
<PAGE>
Article V of the Bylaws of the Company (filed as Exhibit 3.2) provides for
indemnification of the officers and directors to the full extent permitted by
applicable law.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.

Since August 1, 1995, the Company has sold unregistered securities in the
amounts, at the times and for the aggregate amounts of consideration listed
below. The securities were sold to purchasers directly by the Company, and such
sales did not involve any underwriter. The Company considers these securities to
have been offered and sold in transactions not involving any public offering and
therefore, to be exempted from registration under Section 4(2) of the Securities
Act of 1933, as amended (the "Securities Act") and Rule 701 and Regulation S
thereunder.

On August 1, 1995, the Company issued 29,000,000 shares of Common Stock to
the KKR Partnerships and management investors under the Company's 1995 Stock
Purchase and Option Plan For Employees of RELTEC Holdings, Inc. and Subsidiaries
(the "Employee Stock Plan") for aggregate consideration of $145,000,000. Of such
shares, 92,000 shares have been retired by the Company.

On September 7, 1995, the Company issued 7,000,000 shares of Common Stock to
one of the KKR Partnerships for consideration of $35,000,000.

On November 10, 1995, the Company issued 306,600 shares of Common Stock to
management investors under its Employee Stock Plan for aggregate consideration
of $1,533,000. Of such shares, 22,000 shares have been retired by the Company.

Between January 25, 1996 and August 6, 1996, the Company issued 2,000 shares
of Common Stock to one individual investor for consideration of $10,000 and
84,849 shares of Common Stock to one of the Company's employee benefit plans for
aggregate consideration of $424,245. In addition, during the same period the
Company issued 1,000 shares of Common Stock to replace a lost share certificate,
which shares subsequently were retired by the Company.

On August 30, 1996, the Company issued 6,434,783 shares of Common Stock to
one of the KKR Partnerships for aggregate consideration of $32,173,915.

On September 3, 1996, the Company issued 2,990,862 shares of Common Stock to
non-U.S. management investors under its Employee Stock Plan for aggregate
consideration of $34,394,913 pursuant to a sale exempt from registration
pursuant to Regulation S under the Securities Act. Of such shares, 41 shares
have been retired by the Company.

In September 1996, the Company issued 1,000 shares of its Series A
Redeemable Preferred Stock to one of the KKR Partnerships for consideration of
$1,000,000.

Between September 9, 1996 and March 27, 1997, the Company issued 155,527
shares of Common Stock to management investors under its Employee Stock Plan for
aggregate consideration of $1,811,777. Of such shares, 17,829 shares have been
retired by the Company. In addition, during the same period the Company issued
26,060 shares of Common Stock to one of the Company's employee benefit plans for
aggregate consideration of $312,375.

On April 1, 1997, the Company issued 4,000,000 shares to one of the KKR
Partnerships for aggregate consideration of $50,000,000.

Between May 12, 1997 and December 26, 1997, the Company issued 144,080
shares of Common Stock to management investors under its Employee Stock Plan for
aggregate consideration of $1,801,000 and 25,717 shares of Common Stock to one
of the Company's employee benefit plans for aggregate consideration of $321,462.
In addition, during the same period the Company issued 2,000 shares of Common
Stock to replace a lost share certificate retired by the Company.

II-2
<PAGE>
ITEM 16. EXHIBITS.

(a) EXHIBITS:

The following exhibits are filed pursuant to Item 601 of Regulation S-K.

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- --------- ---------------------------------------------------------------------------------------------------------
<C> <S>

**1.1 Form of Underwriting Agreement among RELTEC Corporation and the Underwriters named therein.

*3.1 Certificate of Incorporation of RELTEC Corporation.

*3.2 Bylaws of RELTEC Corporation.

**4.1 Form of Common Stock Certificate.

4.2 See Exhibits 3.1 and 3.2 of this Registration Statement for provisions of the Certificate of
Incorporation and Bylaws of RELTEC Corporation defining the rights of holders of Common Stock.

**5.1 Opinion of Latham & Watkins regarding the legality of the securities being issued.

10.1 RELTEC Holdings, Inc. Deferred Compensation Plan (Effective August 1, 1995) for elected officers and
other key employees.

10.2 RELTEC Holdings, Inc. Directors' Deferred Compensation Plan (Effective January 1, 1996).

10.3 RELTEC Corporation Special Retirement Program for Elected Officers (Effective August 1, 1995).

10.4 RELTEC Corporation Supplemental Retirement Plan for Key Employees (Effective August 1, 1995).

10.5 Amended and Restated 1995 Stock Purchase and Option Plan for Employees of RELTEC Holdings, Inc. and
Subsidiaries.

**10.6 1998 Equity Participation Plan of RELTEC Corporation.

10.7 Amended and Restated Credit Agreement, dated as of September 20, 1996 (the "Amended and Restated Credit
Agreement"), among RELTEC Holdings, Inc., RELTEC (UK) Limited, various lending institutions and The Chase
Manhattan Bank, as Agent.

10.8 Form of DRF ("domestic revolving facility") Note under the Amended and Restated Credit Agreement.

10.9 Form of MCRF ("multi-currency revolving facility") Note under the Amended and Restated Credit Agreement.

10.10 Form of Swingline Note under the Amended and Restated Credit Agreement.

10.11 Amended and Restated Company Pledge Agreement, dated as of September 20, 1996, among RELTEC Holdings,
Inc. and The Chase Manhattan Bank, as Agent.

10.12 U.K. Pledge Agreement, dated as of September 20, 1996, among RELTEC (UK) Limited and The Chase Manhattan
Bank, as Agent.

10.13 Amended and Restated Subsidiary Pledge Agreement, dated as of September 20, 1996, among RELTEC
Corporation, RELTEC Foreign Holdings, Inc. and The Chase Manhattan Bank, as Agent.

10.14 Amended and Restated Subsidiary Guarantee, dated as of September 20, 1996, among RELTEC Corporation,
RELTEC Holdings, Inc. and The Chase Manhattan Bank, as Agent.

**11.1 Statement regarding computation of per share earnings.

*21.1 Subsidiaries of RELTEC Corporation.
</TABLE>

II-3
<PAGE>

23.2 Consent of Grant Thornton LLP regarding the financial statements of Rainford Group plc.

**23.3 Consent of Latham & Watkins (included in the opinion filed as Exhibit 5.1 hereto).

24.1 Powers of Attorney (included on the signature page hereto).

27.1 Financial Data Schedule.
</TABLE>

- ------------------------

* Filed herewith.

** To be filed by amendment.

As permitted by Item 601(b)(4) of Regulation S-K, the Company has not filed
with this Registration Statement certain instruments defining the rights of
holders of long-term debt of the Company, if any, because the total amount of
securities authorized under any of such instruments does not exceed 10% of the
total assets of the Company and its subsidiaries on a consolidated basis. The
Company agrees to furnish a copy of any such agreements to the Securities and
Exchange Commission upon request.

(b) FINANCIAL STATEMENT SCHEDULES:

Not applicable.

ITEM 17. UNDERTAKINGS.

(a) The undersigned Registrant hereby undertakes to the Underwriters at the
closing specified in the Underwriting Agreement, certificates in such
denominations and registered in such names as required by the Underwriters to
permit prompt delivery to each purchaser.

(b) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of Prospectus filed as part
of this Registration Statement in reliance upon Rule 430A and contained in a
form of Prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4)
or 497(h) under the Securities Act shall be deemed to be a part of this
Registration Statement as of the time it was declared effective.

(2) For purposes of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form Prospectus shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial BONA FIDE offering thereof.

II-4
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the County of New York, State of New
York on February 5, 1998.

<TABLE>
<S> <C> <C>
RELTEC CORPORATION

By: /s/ Dudley P. Sheffler
-----------------------------------------
Name: Dudley P. Sheffler
Title: President, Chief Executive Officer
</TABLE>

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and as of the dates indicated.

SIGNATURE TITLE DATE
- ------------------------------ -------------------------- -------------------

/s/ DUDLEY P. SHEFFLER
- ------------------------------ President, Chief Executive February 5, 1998
Dudley P. Sheffler Officer and Director

*
- ------------------------------ Director February 5, 1998
James H. Greene, Jr.

*
- ------------------------------ Director February 5, 1998
Henry R. Kravis

*
- ------------------------------ Director February 5, 1998
Alexander Navab, Jr.

*
- ------------------------------ Director February 5, 1998
George R. Roberts

/s/ JOHN L. WILSON Vice President--Controller
- ------------------------------ (principal accounting February 5, 1998
John L. Wilson officer)

<TABLE>
<S> <C> <C>
*By: /s/ VALERIE GENTILE SACHS
---------------------------------------
Valerie Gentile Sachs
(ATTORNEY-IN-FACT)
</TABLE>

II-5
<PAGE>
EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- --------- ---------------------------------------------------------------------------------------------------------
<C> <S>
**1.1 Form of Underwriting Agreement among RELTEC Corporation and the Underwriters named therein.
*3.1 Certificate of Incorporation of RELTEC Corporation.
*3.2 Bylaws of RELTEC Corporation.
**4.1 Form of Common Stock Certificate.
4.2 See Exhibits 3.1 and 3.2 of this Registration Statement for provisions of the Certificate of
Incorporation and Bylaws of RELTEC Corporation defining the rights of holders of Common Stock.
**5.1 Opinion of Latham & Watkins regarding the legality of the securities being issued.
10.1 RELTEC Holdings, Inc. Deferred Compensation Plan (Effective August 1, 1995) for elected officers and
other key employees.
10.2 RELTEC Holdings, Inc. Directors' Deferred Compensation Plan (Effective January 1, 1996).
10.3 RELTEC Corporation Special Retirement Program for Elected Officers (Effective August 1, 1995).
10.4 RELTEC Corporation Supplemental Retirement Plan for Key Employees (Effective August 1, 1995).
10.5 Amended and Restated 1995 Stock Purchase and Option Plan for Employees of RELTEC Holdings, Inc. and
Subsidiaries.
**10.6 1998 Equity Participation Plan of RELTEC Corporation.
10.7 Amended and Restated Credit Agreement, dated as of September 20, 1996 (the "Amended and Restated Credit
Agreement"), among RELTEC Holdings, Inc., RELTEC (UK) Limited, various lending institutions and The Chase
Manhattan Bank, as Agent.
10.8 Form of DRF ("domestic revolving facility") Note under the Amended and Restated Credit Agreement.
10.9 Form of MCRF ("multi-currency revolving facility") Note under the Amended and Restated Credit Agreement.
10.10 Form of Swingline Note under the Amended and Restated Credit Agreement.
10.11 Amended and Restated Company Pledge Agreement, dated as of September 20, 1996, among RELTEC Holdings,
Inc. and The Chase Manhattan Bank, as Agent.
10.12 U.K. Pledge Agreement, dated as of September 20, 1996, among RELTEC (UK) Limited and The Chase Manhattan
Bank, as Agent.
10.13 Amended and Restated Subsidiary Pledge Agreement, dated as of September 20, 1996, among RELTEC
Corporation, RELTEC Foreign Holdings, Inc. and The Chase Manhattan Bank, as Agent.
10.14 Amended and Restated Subsidiary Guarantee, dated as of September 20, 1996, among RELTEC Corporation,
RELTEC Holdings, Inc. and The Chase Manhattan Bank, as Agent.
**11.1 Statement regarding computation of per share earnings.
*21.1 Subsidiaries of RELTEC Corporation.
*23.1 Consent of Deloitte & Touche LLP regarding the financial statements of RELTEC Corporation.
23.2 Consent of Grant Thornton LLP regarding the financial statements of Rainford Group plc.
**23.3 Consent of Latham & Watkins (included in the opinion filed as Exhibit 5.1 hereto).
24.1 Powers of Attorney (included on the signature page hereto).
27.1 Financial Data Schedule.
</TABLE>

- ------------------------

* Filed herewith.

** To be filed by amendment.

<PAGE>

CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
RELTEC HOLDINGS, INC.

RELTEC HOLDINGS, INC. (the "Company"), a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), DOES HEREBY CERTIFY:

FIRST: That by unanimous written consent of the Board of Directors of
the Company dated January 14, 1998, a resolution was adopted approving an
amendment to the Certificate of Incorporation increasing the number of
authorized shares of Common Stock and Preferred Stock and changing the name of
the Company to RELTEC Corporation. The resolution setting forth the amendment
is as follows:

Article 1 of the Certificate of Incorporation shall be deleted in
its entirety and the following inserted in lieu thereof:

1. The name of the corporation is RELTEC Corporation

Article 4 of the Certificate of Incorporation shall be deleted in
its entirety and the following inserted in lieu thereof:

4. The total number of shares of stock which the Corporation
shall have authority to issue is One Hundred Seventy Million
(170,000,000), consisting of One Hundred Fifty Million (150,000,000)
shares of common stock, par value $.01 per share, and Twenty Million
(20,000,000) shares of preferred stock, par value $.01 per share (the
"Preferred Stock"). The designation, powers, preferences and
relative, participating, optional or other special rights, including
voting rights, qualifications, limitations or restrictions of the
Preferred Stock shall be established by resolution of the Board of
Directors pursuant to Section 151 of the General Corporation Law of
the State of Delaware."

SECOND: That thereafter, the proposed amendment was determined to be
advisable and was approved by holders of not less than the minimum number of
votes that would be necessary to authorize or take such action at a meeting at
which all shares entitled to vote thereon were present and voted by the
stockholders of the Company by written consent pursuant to Section 228 of the
General Corporation Law of the State of Delaware dated January 14, 1998.

<PAGE>

THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

IN WITNESS WHEREOF, the Company has caused its corporate seal to be
hereunto affixed and this certificate to be signed by Dudley P. Sheffler, its
President, and by Valerie A. Gentile, its Secretary, as of this 14th day of
January, 1998.

RELTEC Holdings, Inc.

By: /s/ Dudley P. Sheffler
------------------------------
Dudley P. Sheffler, President

[CORPORATE SEAL]

Attest: /s/ Valerie A. Gentile
------------------------------
Valerie A. Gentile, Secretary

<PAGE>
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
RELTEC HOLDINGS, INC.

RELTEC HOLDINGS, INC. (the "Company"), a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), DOES HEREBY CERTIFY:

FIRST: That the Board of Directors of the Company in a meeting held on
July 18, 1996 duly adopted a resolution approving an amendment to the
Certificate of Incorporation increasing the number of authorized shares of
Common Stock to a total of 60 million shares. The resolution setting forth the
amendment is as follows:

IT WAS UNANIMOUSLY RESOLVED, that an amendment to the Company's
Certificate of Incorporation increasing the number of authorized
shares of Common Stock by 10 million shares to a total of 60 million
shares is hereby approved and that the officers of the Company hereby
are, or any one of them acting singly hereby is, authorized to
prepare, execute and file with the State of Delaware on behalf of the
Company, an amendment to the Company's Certificate of Incorporation
increasing the number of authorized shares of Common Stock as set
forth above.

THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

IN WITNESS WHEREOF, the Company has caused its corporate seal to be
hereunto affixed and this certificate to be signed by Dudley P. Sheffler, its
President, and by Susan M. Clark, its Secretary, this 28th day of August, 1996.

RELTEC Holdings, Inc.

By: /s/ Dudley P. Sheffler
-----------------------------
Dudley P. Sheffler, President

[CORPORATE SEAL]

Attest: /s/ Susan M. Clark
-------------------------
Susan M. Clark, Secretary

<PAGE>

CERTIFICATE OF DESIGNATIONS, PREFERENCES
AND RELATIVE, PARTICIPATING, OPTIONAL AND
OTHER SPECIAL RIGHTS OF PREFERRED
STOCK AND QUALIFICATIONS, LIMITATIONS
AND RESTRICTIONS THEREOF

SERIES A REDEEMABLE PREFERRED STOCK

RELTEC HOLDINGS, INC.

Pursuant to Section 151 of the
General Corporation Law of the State of Delaware

RELTEC HOLDINGS, INC. (the "Corporation"), a corporation organized and
existing under the General Corporation Law of the State of Delaware, does hereby
certify that pursuant to the provisions of Section 151 of the General
Corporation Law of the State of Delaware, the Board of Directors of the
Corporation, in a meeting held on August 27, 1996, adopted the following
resolution, which resolution remains in full force and effect as of the date
hereof:

WHEREAS, the Board of Directors of the Corporation is authorized, within
the limitations and restrictions stated in the Certificate of Incorporation of
the Corporation, to fix and amend by resolution or resolutions the designation
of each series of Preferred Stock, par value $.01 per share (the "Preferred
Stock"), and the powers, preferences and relative, participating, optional or
other special rights and qualifications, limitations or restrictions thereof,
including, without limiting the generality of the foregoing, such provisions as
may be desired concerning voting, redemption, dividends, dissolution or the
distribution of assets, conversion or exchange, and such other subjects or
matters as may be fixed by resolution or resolutions or the Board of Directors
under the General Corporation Law of Delaware; and

WHEREAS, it is the desire of the Board of Directors of the Corporation,
pursuant to its authority as aforesaid, to authorize and fix the terms of a
series of Preferred Stock and the number of shares constituting such series:

NOW, THEREFORE, BE IT RESOLVED, that there is hereby authorized such number
and series of Preferred Stock on the terms and with the provisions herein set
forth:

1. DESIGNATION, NUMBER OF SHARES, PAR VALUE AND RANKING. The shares of
the series of Preferred Stock authorized by this resolution shall be designated
as "Series A Redeemable Preferred Stock." The number of shares initially
constituting the Series A Redeemable Preferred Stock shall be 1,000, which shall
not be increased without the consent of holders of a majority of the outstanding
Series A Redeemable Preferred Stock. The Series A Redeemable Preferred Stock
shall, with respect to dividend rights and rights on liquidation, winding up,
and dissolution, rank senior to all series and classes of the Common Stock, par
value $.01 per share (the "Common Stock"), of the Corporation. Unless
specifically designated as junior to, or senior to, the Series A Redeemable
Preferred Stock with respect to dividend rights or rights on liquidation,
winding up or dissolution, all other series of Preferred Stock and other classes
of preferred stock of the Corporation hereinafter authorized or outstanding
shall be on a parity with the Series A Redeemable Preferred Stock with respect
to such rights. All securities of the Corporation to which the Series A
Redeemable Preferred Stock ranks senior, including the Common Stock, are

<PAGE>

collectively referred to herein as the "Junior Securities"; all securities of
the Corporation with which the Series A Redeemable Preferred Stock ranks on a
parity are collectively referred to herein as the "Parity Securities"; and all
securities of the Corporation to which the Series A Redeemable Preferred Stock
ranks junior are collectively referred to herein as the "Senior Securities."
Subject to Section 3, the Series A Redeemable Preferred Stock shall be subject
to the creation of Junior Securities, Parity Securities and Senior Securities.

2. DIVIDENDS.

(a) The holders of the outstanding Series A Redeemable Preferred
Stock shall be entitled to receive, out of any funds legally available
therefor, cash dividends at the annual rate of $105.00 per share for the
year (s) ended December 31, 1996, 1997 and 1998, $115.00 per share for the
year ended December 31, 1999, $125.00 per share for the year ended December
31, 2000 and $130.00 per share for each annual period thereafter until
redeemed by the Corporation, payable quarterly on January 1, April 1, July
1, and October 1 of each year beginning January 1, 1997 (hereinafter, the
"Dividend Payment Dates"), as the Board of Directors may from time to time
determine, when and as declared by the Board of Directors. Such dividends
shall be paid to the holders of record at the close of business on the date
specified by the Board of Directors of the Corporation at the time such
dividend is declared; provided, however, that such date shall not be more
than 60 days nor less than 10 days prior to the respective Dividend Payment
Date. All dividends paid pursuant to this Section shall be paid pro rata
to the holders entitled thereto.

(b) Dividends shall be cumulative with respect to each share of
Series A Redeemable Preferred Stock, and shall accrue (whether or not
declared and whether or not there shall be funds legally available for the
payment of dividends), without interest, from the date such share of Series
A Redeemable Preferred Stock is issued. Dividends in arrears may be
declared by the Board of Directors of the Corporation and paid on any date
fixed by such Board, without reference to any regular Dividend Payment
Date.

(c) Any dividend paid upon the Series A Redeemable Preferred Stock at
a time when any accrued dividends for any prior period are delinquent shall
be expressly declared as a dividend in whole or partial payment of the
accrued dividend for the earliest period for which dividends are then
delinquent, and shall be so designated to each stockholder to whom payment
is made.

(d) Notwithstanding anything contained herein to the contrary, no
dividends on shares of Series A Redeemable Preferred Stock shall be
declared by the Board of Directors or paid or set apart for payment by the
Corporation at such time as the terms and provisions of any agreement
relating to its indebtedness prohibits such declaration, payment or setting
apart for payment or provides that such declaration, payment or setting
apart for payments would constitute a breach thereof or a default
thereunder, or if such declaration or payment shall be restricted or
prohibited by law.

3. VOTING RIGHTS. Except as required by law or Section 1, holders of
Series A Redeemable Preferred Stock shall have no voting rights and their
consent shall not be required for authorizing or taking any corporate action,
and except that, without the affirmative consent or approval of a majority of
the outstanding shares of the Series A Redeemable Preferred Stock (given by
written consent in lieu of a meeting or by vote at a meeting of the holders of
Series A Redeemable Preferred Stock duly called for such purpose), the
Corporation will not (i) in any manner, directly or indirectly, alter or change
the terms, preferences, rights or powers of the Series A Redeemable Preferred
Stock (whether by amendment, alteration or repeal of any provision of the
Certificate of Incorporation, by merger or otherwise), (ii) create, authorize or
issue any class of stock ranking prior to, or parity with, the Series A
Redeemable Preferred Stock with respect to dividends or upon liquidation,
dissolution, winding up or otherwise, or increase the authorized number of
shares of any such class or series, or reclassify any authorized stock of the

<PAGE>

Corporation into any such prior or parity shares or create, authorize or issue
any obligation or security convertible into or evidencing the right to purchase
any such prior or parity shares, (iii) declare, pay or set apart for payment any
dividend (other than dividends or distributions paid in shares of, or options,
warrants or rights to subscribe for or purchase shares of, Junior Securities) or
other distribution upon Junior Securities if any accrued dividends payable upon
the Series A Redeemable Preferred Stock for any prior period are delinquent or
(iv) directly or indirectly, redeem, purchase or otherwise acquire for any
consideration any Parity Securities or Junior Securities or discharge any
mandatory or optional redemption, sinking fund or other similar obligation in
respect of Parity Securities or Junior Securities, except for purchases or
redemptions pursuant to or in accordance with the (w) 1995 Stock Purchase and
Option Plan, as amended (the "Plan"), (x) agreements entered into under such
Plan between the Corporation and certain employees of the Corporation, (y) any
other employee compensation or incentive plans or agreements which may be
entered into from time to time by the Corporation, and (z) Put/Call Agreement by
and among the Corporation, Rysaffe Trustee Company, as trustee of the Barry
Houghton Settlement and Rysaffe Trustee Company, as trustee of the Barry
Houghton 1988 Settlement.

4. REDEMPTION FOR CASH.

(a) OPTIONAL REDEMPTION BY THE CORPORATION. The Corporation, at its
option, may at any time and from time to time redeem shares of the Series A
Redeemable Preferred Stock in whole or in part, at a redemption price of
$1,000 per share, plus an amount equal to any and all accumulated dividends
accrued and unpaid thereon (whether or not such dividends have been
declared) to and including the date fixed for such redemption
(hereinafter, the "Redemption Price"). If less than all the outstanding
shares of Series A Redeemable Preferred Stock are to be redeemed, the
shares shall be chosen pro rata, by lot or in such equitable manner as
determined by the Board of Directors of the Corporation in its sole
discretion.

(b) NOTICE OF REDEMPTION BY THE CORPORATION AND PAYMENT OF REDEMPTION
PRICE. Notice of every proposed redemption pursuant to Section 4 (a)
(herein the "Notice of Redemption") of the Series A Redeemable Preferred
Stock shall be mailed by or on behalf of the Corporation, by first class
registered or certified mail, postage prepaid, to the holders of record of
the shares to be redeemed at their respective addresses as they shall
appear on the records of the Corporation, not less than 30 nor more than 60
days prior to the date fixed for redemption. Such Notice of Redemption
shall state the Redemption Price, the number of shares of Series A
Redeemable Preferred Stock to be redeemed and, if less than all shares held
by such holder are to be redeemed from such holder, the number of shares to
redeemed from such holder, the place at which and the date on which (the
"Redemption Date") the shares called for redemption will, upon presentation
and surrender of the certificates of stock evidencing such shares, be
redeemed. Upon presentation and surrender of the certificates of stock
evidencing such shares in accordance with the Notice of Redemption, the
Corporation or its representative shall pay the redemption Price to the
holder of record of such surrendered shares.

(c) OPTIONAL REDEMPTION AT REQUEST OF SERIES A REDEEMABLE PREFERRED
STOCKHOLDERS. At any time and from time to time on or after the occurrence
of the earlier of (i) a Triggering Event (as defined below) or (ii) after
July 1, 2003, any holder or holders of record of Series A Redeemable
Preferred Stock shall have the option to cause the Corporation to redeem
any or all of their shares of Series A Redeemable Preferred Stock for an
amount equal to the Redemption Price. "triggering event" shall mean (a) a
merger, consolidation or share exchange involving the Corporation, unless
the Corporation is the surviving entity and the shares of capital stock
outstanding immediately prior to such merger, consolidation or share
purchase are not subject to purchase, redemption, exchange, cancellation or
any other change; (b) a sale, lease or other disposition in a single
transaction or a series of related transactions of all or a majority of the
assets of the Corporation, including by or through the sale, lease or other
disposition of the capital stock or assets of, or a merger or consolidation
involving, any subsidiary of the Corporation; or (c) the date on which
Kohlberg Kravis Roberts & Co. and its affiliates (the "KKR investors")
cease

<PAGE>

collectively to own beneficially, directly or indirectly, at least 70% of
the aggregate voting capital stock of the Corporation owned by the KKR
Investors on the date of, and immediately after giving effect to the
acquisition of Rainford Group plc. Notice of any such request for
redemption (the "Request for Redemption") shall be mailed to the
Corporation by first class registered or certified mail, postage prepaid,
not less than 30 nor more than 60 days prior to the date such stockholder
requests redemption. Such Request for Redemption shall state the number of
shares of Series A Redeemable Preferred Stock to be redeemed and the
Redemption Date. Upon presentation and surrender of the certificates of
stock evidencing such shares in accordance with the request for Redemption
at the principal executive office of the Corporation, or at such other
place as may be mutually agreed, the Corporation or its representative
shall pay the Redemption Price to the holder of record of such surrendered
share. Notwithstanding anything contained herein to the contrary, no
shares of Series A Redeemable Preferred Stock shall be redeemed by the
Corporation pursuant to this Section 4(c) at such time as the terms and
provisions of any agreement relating to its indebtedness prohibits such
redemption or provides that such redemption would constitute a breach
thereof or a default thereunder, or if such redemption shall be restricted
or prohibited by law, provided that if the Corporation is unable or shall
fail to discharge its obligation to redeem shares of the Series A
Redeemable Preferred Stock pursuant to this Section 4(c), such obligation
shall be discharged as soon as the Corporation is able to discharge such
obligation.

(d) LIMITATION ON REDEMPTION RIGHTS. In no event shall the
Corporation redeem less than all of the outstanding shares of the Series A
Redeemable Preferred Stock unless all accumulated dividends accrued and
unpaid on the Series A Redeemable Preferred Stock (whether or not such
dividends have been declared) shall have been, or contemporaneously are,
declared and paid on all outstanding shares of the Series A Redeemable
Preferred Stock.

(e) EFFECT OF REDEMPTION. From and after the Redemption Date,
dividends on the shares of Series A Redeemable Preferred Stock to be
redeemed shall cease to accrue (unless default shall be made by the
Corporation in promptly providing money for the payment of the Redemption
Price to the holders of the redeemed shares who deliver shares of Series A
Redeemable Preferred Stock in accordance with the terms of the applicable
notice) and said share shall no longer be deemed to be outstanding and
shall have the status of authorized but unissued shares of Preferred Stock,
without designation as to series until such shares are once more designated
as part of a particular series by the Board of Directors pursuant to the
provisions of the Corporation's Certificate of Incorporation, and all
rights of the holders thereof as stockholders of the Corporation shall
cease and terminate (except the right to receive from the Corporation the
Redemption Price).

5. LIQUIDATION RIGHTS. In the event of any voluntary or involuntary
liquidation, dissolution or winding up of the affairs of the Corporation, the
holders of shares of Series A Redeemable Preferred Stock then outstanding shall
be entitled to be paid out of the assets of the Corporation available for
distribution to its stockholders, whether such assets are capital or surplus and
whether or not any dividends are declared, an amount equal to $1,000 for each
share outstanding (the "Liquidation Preference"), plus an amount equal to all
accrued and unpaid dividends thereon to the date payment is made available to
the holders of the Series A Redeemable Preferred Stock, before any payment shall
be made or any assets distributed to any holder of Junior Securities but after
payment or distribution of all amounts to holders of Senior Securities. Except
as provided in the preceding sentence, holders of Series A Preferred Stock shall
not be entitled to any distribution in the event of liquidation, dissolution or
winding up of the affairs of the Corporation. If the assets of the Corporation
are not sufficient to pay in full the liquidation payments payable to the
holders of outstanding shares of any Parity Securities, then the holders of all
such shares and such Parity Securities shall share ratably in such distribution
of assets in accordance with the amount that would be payable on such
distribution if the amounts to which the holders of outstanding shares of Series
A Redeemable Preferred Stock and such Parity Securities are entitled were paid
in full. For the purposes of this Section 5, neither the voluntary sale, lease,
conveyance, exchange or transfer (for cash, shares of stock, securities or
other consideration) of all or substantially all the property or assets of the
Corporation

<PAGE>

nor the consolidation or merger of the Corporation with one or more other
corporations shall be deemed to be a liquidation, dissolution or winding up,
voluntary or involuntary. All payments for which this Section 5 provides shall
be in cash, property (valued at its fair market value, as determined by the
Board of Directors in good faith) or a combination thereof.

6. CONSOLIDATION, MERGER, ETC. In case the Corporation shall enter into
any consolidation, merger, combination or other transaction with any other
person or entity in which the shares of Common Stock are exchanged for or
changed into other stock or securities of any other person or entity, or cash or
any other property, then in any such case the then outstanding shares of Series
A Redeemable Preferred Stock shall at the same time, if the Corporation is not
the surviving corporation in any such consolidation, merger, combination or
other transaction, be exchanged or changed into an equal number of shares of
preferred stock of such other person or entity with terms substantially
identical to those of the Series A Redeemable Preferred Stock.

7. REACQUIRED SHARES. Any shares of Series A Redeemable Preferred Stock
purchased or otherwise acquired by the Corporation in any manner whatsoever
shall be retired and canceled promptly after the acquisition thereof. All such
shares shall upon their cancellation become authorized but unissued shares of
Preferred Stock, without designation as to series until such share are once more
designated as part of a particular series by the Board of Directors pursuant to
the provisions of the Corporation's Certificate of Incorporation.

8. EXCLUSION OF OTHER RIGHTS. Except as may otherwise be required by
law, the shares of Series A Redeemable Preferred Stock shall not have any
preferences or relative, participating, optional or other special rights other
than those specifically set forth in this Certificate of Designations (as such
Certificate of Designations may be amended from time to time) and in the
Corporation's Certificate of Incorporation.

9. HEADINGS. The headings of the various Sections and subsections
hereof are for convenience of reference only and shall not affect the
interpretation of any of the provisions hereof.

10. SEVERABILITY OF PROVISIONS. If any right, preference or limitation of
the Series A Redeemable Preferred Stock set forth in this Certificate of
Designations (as such Certificate of Designations may be amended from time to
time) is invalid, unlawful, or incapable of being enforced by reason of any rule
of law or public policy, all other rights, preferences and limitations set forth
in this Certificate of Designation (as so amended) which can be given effect
without the invalid, unlawful or unenforceable right, preference or limitation
shall, nevertheless, remain in full force and effect, and no right, preference
or limitation herein set forth shall be deemed dependent upon any other such
right, preference or limitation.

[Signature page on the following page]

<PAGE>

IN WITNESS WHEREOF, RELTEC Holdings, Inc. has caused this certificate to be
made under the seal of the Corporation signed by its President and Secretary,
respectively, this 29th day of August, 1996.

/s/ Dudley P. Sheffler
----------------------
Dudley P. Sheffler
President

/s/Susan M. Clark
Attest: ----------------------
Susan M. Clark
Secretary

<PAGE>

CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
K-TEC HOLDINGS, INC.

K-TEC HOLDINGS, INC., a corporation organized and existing
under and by virtue of the General Corporation Law of the State
of Delaware (the "Corporation"), DOES HEREBY CERTIFY:

FIRST: That by unanimous written consent of the
Board of Directors of the Corporation dated October 9, 1995, a
resolution was duly adopted setting forth a proposed amendment of
the Certificate of Incorporation of the Corporation, declaring
said amendment to be advisable and calling for approval of said
proposed amendment by the stockholders of the Corporation. The
resolution setting forth the amendment is as follows:

RESOLVED, that it is hereby proposed that Article 1 of the
Certificate of Incorporation of the Corporation be amended
so that the same as amended would read as follows:

"FIRST: The name of the corporation (the "Corporation") is
RELTEC Holdings, Inc."

SECOND: That thereafter, pursuant to a resolution of its
Board of Directors, the proposed amendment was determined to be
advisable and was approved by holders of not less than the
minimum number of votes that would be necessary to authorize or
take such action at a meeting at which all shares entitled to
vote thereon were present and voted by the stockholders of the
Corporation by written consent pursuant to Section 228 of the
General Corporation Law of the State of Delaware dated October 9,
1995.

THIRD: That said amendment was duly adopted in
accordance with the provisions of Section 242 of the General
Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, the Corporation has caused its corporate
seal to be hereunto affixed and this certificate to be signed by
Dudley P. Sheffler, its President, and by Susan M. Clark, its
Secretary, this 9th day of October, 1995.

K-Tec Holdings, Inc.

/s/ Dudley P. Sheffler
By: -----------------------------
Dudley P. Sheffler, President

[CORPORATE SEAL]

Attest: /s/ Susan M. Clark
-------------------------
Susan M. Clark, Secretary

<PAGE>

RESTATED CERTIFICATE OF INCORPORATION

K-TEC HOLDINGS, INC.

It is hereby certified that:

1. The present name of the corporation (hereinafter called the
"Corporation") is K-TEC HOLDINGS, INC., which is the name under which the
Corporation was originally incorporated; and the date of filing the original
Certificate of Incorporation of the Corporation with the Secretary of State
of the State of Delaware is June 5, 1995. An amendment to the Certificate of
Incorporation of the Corporation was filed with the Secretary of State of the
State of Delaware on July 6, 1995 (as amended, the "Certificate of
Incorporation, as amended").

2. The Certificate of Incorporation, as amended, of the Corporation is
hereby amended by striking out Article 4 thereof and by substituting in lieu
there a new Article 4 which is set forth in the Restated Certificate of
Incorporation hereinafter provided for.

3. The provisions of the Certificate of Incorporation of the
Corporation as heretofore amended and/or supplemented, and as herein amended,
are hereby restated and integrated into the single instrument which is
hereinafter set forth, and which is entitled Restated Certificate of
Incorporation of K-Tec Holdings, Inc.

4. The Corporation has not received any payment for any of its stock.

5. The amendment and the restatement herein certified have been duly
adopted by at least a majority of the directors who have been elected and
qualified in the manner and by the vote prescribed by Section 241 and Section
245 of the General Corporation Law of the State of Delaware.

6. The Certificate of Incorporation of the Corporation, as amended and
restated herein, shall at the effective time of this Restated Certificate of
Incorporation, read as follows:

<PAGE>

"RESTATED CERTIFICATE OF INCORPORATION

K-TEC HOLDINGS, INC.

1. The name of the corporation (the "Corporation") is:

K-Tec Holdings, Inc.

2. The address of its registered office in the State of Delaware is 32
Loockerman Square, Suite L-100, in the City of Dover, County of Kent. The name
of its registered agent at such address is The Prentice-Hall Corporation
System, Inc.

3. The nature of the business or purposes to be conducted or promoted
is to engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware.

4. The total number of shares of stock which the Corporation shall have
authority to issue is fifty-one million (51,000,000), consisting of fifty
million (50,000,000) shares of common stock, par value $.01 per share, and
one million (1,000,000) shares of preferred stock, par value $.01 per share
(the "Preferred Stock"). The designation, powers, preferences and relative,
participating, optional or other special rights, including voting rights,
qualifications, limitations or restrictions of the Preferred Stock shall be
established by resolution of the Board of Directors pursuant to Section 151
of the General Corporation Law of the State of Delaware.

-2-

<PAGE>

5. The name and mailing address of the incorporator is:

Ilona F. Bush
Latham & Watkins
633 West Fifth Street, Suite 4000
Los Angeles, California 90071

6. In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized to adopt, amend or
repeal the By-laws of the Corporation.

7. Election of directors need not be by written ballot unless the
By-laws of the Corporation shall so provide.

8. No director of this Corporation shall be personally liable to the
Corporation or its stockholders for monetary damages for breach of flduclary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of the law, (iii) under Section 174 of the General
Corporation Law of Delaware, or (iv) for any transaction from which the
director derived an improper personal benefit."

Signed on July 26, 1995.

K-TEC HOLDINGS, INC.,
a Delaware corporation

By: /s/ James H. Greene, Jr.
-----------------------------
James H. Greene, Jr.,
President

-3-

<PAGE>

EXHIBIT 3.2

BYLAWS

OF
K-TEC HOLDINGS, INC.
<PAGE>

BYLAWS

K-TEC HOLDINGS, INC.

TABLE OF CONTENTS

Page
----

ARTICLE I - OFFICES ...........................................................1
Section 1. REGISTERED OFFICES ..........................................1
Section 2. OTHER OFFICES ...............................................1

ARTICLE II MEETINGS OF STOCKHOLDERS ...........................................1
Section 1. PLACE OF MEETINGS ...........................................1
Section 2. ANNUAL MEETING OF STOCKHOLDERS ..............................1
Section 3. QUORUM; ADJOURNED MEETINGS AND NOTICE THEREOF ...............1
Section 4. VOTING ......................................................1
Section 5. PROXIES .....................................................2
Section 6. SPECIAL MEETINGS ............................................2
Section 7. NOTICE OF STOCKHOLDERS' MEETINGS ............................2
Section 8. MAINTENANCE AND INSPECTION OF STOCKHOLDER LIST ..............2
Section 9. STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING .....3

ARTICLE II - DIRECTORS ........................................................3
Section 1. THE NUMBER OF DIRECTORS .....................................3
Section 2. VACANCIES ...................................................3
Section 3. POWERS ......................................................4
Section 4. PLACE OF DIRECTORS' MEETINGS ................................4
Section 5. REGULAR MEETINGS ............................................4
Section 6. SPECIAL MEETINGS ............................................4
Section 7. QUORUM ......................................................4
Section 8. ACTION WITHOUT MEETING ......................................4
Section 9. TELEPHONIC MEETINGS .........................................4
Section 10. COMMITTEES OF DIRECTORS .....................................5
Section 11. MINUTES OF COMMITTEE MEETINGS ...............................5
Section 12. COMPENSATION OF DIRECTORS ...................................5

ARTICLE IV - OFFICERS .........................................................5
Section 1. OFFICERS ....................................................5
Section 2. ELECTION OF OFFICERS ........................................6
Section 3. SUBORDINATE OFFICERS ........................................6
Section 4. COMPENSATION OF OFFICERS ....................................6
Section 5. TERM OF OFFICE; REMOVAL AND VACANCIES .......................6

-i-
<PAGE>

Page
----

Section 6. CHAIRMAN OF THE BOARD .......................................6
Section 7. PRESIDENT ...................................................6
Section 8. VICE PRESIDENTS .............................................7
Section 9. SECRETARY ...................................................7
Section 10. ASSISTANT SECRETARY .........................................7
Section 11. TREASURER ...................................................7
Section 12. ASSISTANT TREASURER .........................................7

ARTICLE V - INDEMNIFICATION OF DIRECTORS AND OFFICERS .........................8

ARTICLE VI - INDEMNIFICATION OF EMPLOYEES AND AGENTS .........................10

ARTICLE VII - CERTIFICATES OF STOCK ..........................................10
Section 1. CERTIFICATES ...............................................10
Section 2. SIGNATURES ON CERTIFICATES .................................10
Section 3. STATEMENT OF STOCK RIGHTS, PREFERENCES, PRIVILEGES .........10
Section 4. LOST CERTIFICATES ..........................................11
Section 5. TRANSFERS OF STOCK .........................................11
Section 6. FIXED RECORD DATE ..........................................11
Section 7. REGISTERED STOCKHOLDERS ....................................11

ARTICLE VIII - GENERAL PROVISIONS ............................................12
Section 1. DIVIDENDS ..................................................12
Section 2. PAYMENT OF DIVIDENDS; DIRECTORS' DUTIES ....................12
Section 3. CHECKS .....................................................12
Section 4. FISCAL YEAR ................................................12
Section 5. CORPORATE SEAL .............................................12
Section 6. MANNER OF GIVING NOTICE ....................................12
Section 7. WAIVER OF NOTICE ...........................................12
Section 8. ANNUAL STATEMENT ...........................................13

ARTICLE IX - AMENDMENTS ......................................................13
Section 1. AMENDMENT BY DIRECTORS OR STOCKHOLDERS .....................13

-ii-
<PAGE>

BYLAWS

K-TEC HOLDINGS, INC.

ARTICLE I
OFFICES

Section 1. REGISTERED OFFICES. The registered office shall be in the
City of Dover, County of Kent, State of Delaware.

Section 2. OTHER OFFICES. The corporation may also have offices at
such other places both within and without the State of Delaware as the Board of
Directors may from time to time determine or the business of the corporation may
require.

ARTICLE II
MEETINGS OF STOCKHOLDERS

Section 1. PLACE OF MEETINGS. Meetings of stockholders shall be held
at any place within or outside the State of Delaware designated by the Board of
Directors. In the absence of any such designation, stockholders' meetings shall
be held at the principal executive office of the corporation.

Section 2. ANNUAL MEETING OF STOCKHOLDERS. The annual meeting of
stockholders shall be held each year on a date and a time designated by the
Board of Directors. At each annual meeting directors shall be elected and any
other proper business may be transacted.

Section 3. QUORUM; ADJOURNED MEETINGS AND NOTICE THEREOF. A majority
of the stock issued and outstanding and entitled to vote at any meeting of
stockholders, the holders of which are present in person or represented by
proxy, shall constitute a quorum for the transaction of business except as
otherwise provided by law, by the Certificate of Incorporation, or by these
Bylaws. A quorum, once established, shall not be broken by the withdrawal of
enough votes to leave less than a quorum and the votes present may continue to
transact business until adjournment. If, however, such quorum shall not be
present or represented at any meeting of the stockholders, a majority of the
voting stock represented in person or by proxy may adjourn the meeting from time
to time, without notice other than announcement at the meeting, until a quorum
shall be present or represented. At such adjourned meeting at which a quorum
shall be present or represented, any business may be transacted which might have
been transacted at the meeting as originally notified. If the adjournment is for
more than thirty days, or if after the adjournment a new record date is fixed
for the adjourned meeting, a notice of the adjourned meeting shall be given to
each stockholder of record entitled to vote thereat.

Section 4. VOTING. When a quorum is present at any meeting, in all
matters other than the election of directors, the vote of the holders of a
majority of the stock
<PAGE>

having voting power present in person or represented by proxy shall decide any
question brought before such meeting, unless the question is one upon which by
express provision of the statutes, or the Certificate of Incorporation, or these
Bylaws, a different vote is required in which case such express provision shall
govern and control the decision of such question. Directors shall be elected by
a plurality of the votes of the shares present in person or represented by proxy
at the meeting and entitled to vote on the election of directors.

Section 5. PROXIES. At each meeting of the stockholders, each
stockholder having the right to vote may vote in person or may authorize another
person or persons to act for him by proxy appointed by an instrument in writing
subscribed by such stockholder and bearing a date not more than three years
prior to said meeting, unless said instrument provides for a longer period. All
proxies must be filed with the Secretary of the corporation at the beginning of
each meeting in order to be counted in any vote at the meeting. Each stockholder
shall have one vote for each share of stock having voting power, registered in
his name on the books of the corporation on the record date set by the Board of
Directors as provided in Article VII, Section 6 hereof.

Section 6. SPECIAL MEETINGS. Special meetings of the stockholders,
for any purpose, or purposes, unless otherwise prescribed by statute or by the
Certificate of Incorporation, may be called by the President and shall be called
by the President or the Secretary at the request in writing of a majority of the
Board of Directors, or at the request in writing of stockholders owning a
majority in amount of the entire capital stock of the corporation issued and
outstanding, and entitled to vote. Such request shall state the purpose or
purposes of the proposed meeting. Business transacted at any special meeting of
stockholders shall be limited to the purposes stated in the notice.

Section 7. NOTICE OF STOCKHOLDERS' MEETINGS. Whenever stockholders
are required or permitted to take any action at a meeting, a written notice of
the meeting shall be given which notice shall state the place, date and hour of
the meeting, and, in the case of a special meeting, the purpose or purposes for
which the meeting is called. The written notice of any meeting shall be given to
each stockholder entitled to vote at such meeting not less than ten nor more
than sixty days before the date of the meeting. If mailed, notice is given when
deposited in the United States mail, postage prepaid, directed to the
stockholder at his address as it appears on the records of the corporation.

Section 8. MAINTENANCE AND INSPECTION OF STOCKHOLDER LIST. The
officer who has charge of the stock ledger of the corporation shall prepare and
make, at least ten days before every meeting of stockholders, a complete list of
the stockholders entitled to vote at the meeting, arranged in alphabetical
order, and showing the address of each stockholder and the number of shares
registered in the name of each stockholder. Such list shall be open to the
examination of any stockholder, for any purpose germane to the meeting, during
ordinary business hours, for a period of at least ten days prior to the meeting,
either at a place within the city where the meeting is to be held, which place
shall be specified in the notice of the meeting, or, if not so specified, at the
place where the meeting is to be held. The list shall also be produced and kept
at the time and place of the meeting during the whole time thereof, and may be
inspected by any stockholder who is present.

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Section 9. STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING.
Unless otherwise provided in the Certificate of Incorporation, any action
required to be taken at any annual or special meeting of stockholders of the
corporation, or any action which may be taken at any annual or special meeting
of such stockholders, may be taken without a meeting, without prior notice and
without a vote, if a consent in writing, setting forth the action so taken,
shall be signed by the holders of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize or take such action
at a meeting at which all shares entitled to vote thereon were present and voted
and shall be delivered to the corporation by delivery to its registered office
in Delaware, its principal place of business, or to an officer or agent of the
corporation having custody of the book in which proceedings of meetings of
stockholders are recorded. Every written consent shall bear the date of
signature of each stockholder who signs the consent and no written consent shall
be effective to take the corporate action referred to therein unless, within
sixty days of the earliest dated consent delivered in the manner required by
this Section 9 to the corporation, written consents signed by a sufficient
number of holders to take action are delivered to the corporation by delivery to
its registered office in Delaware, its principal place of business or to an
officer or agent of the corporation having custody of the book in which
proceedings of meetings of stockholders are recorded. Delivery made to a
corporation's registered office shall be by hand or by certified or registered
mail, return receipt requested. Prompt notice of the taking of the corporate
action without a meeting by less than unanimous written consent shall be given
to those stockholders who have not consented in writing.

ARTICLE III
DIRECTORS

Section 1. THE NUMBER OF DIRECTORS. The number of directors which
shall constitute the whole Board shall be not less than two (2) nor more than
ten (10), the exact number to be determined from time to time by resolution
adopted by the Board of Directors. The first Board shall consist of two (2). The
directors need not be stockholders. The directors shall be elected at the annual
meeting of the stockholders, except as provided in Section 2 of this Article,
and each director elected shall hold office until his successor is elected and
qualified; provided, however, that unless otherwise restricted by the
Certificate of Incorporation or by law, any director or the entire Board of
Directors may be removed, either with or without cause, from the Board of
Directors at any meeting of stockholders by a majority of the stock represented
and entitled to vote thereat.

Section 2. VACANCIES. Vacancies on the Board of Directors by reason
of death, resignation, retirement, disqualification, removal from office, or
otherwise, and newly created directorships resulting from any increase in the
authorized number of directors may be filled by a majority of the directors then
in office, although less than a quorum, or by a sole remaining director. The
directors so chosen shall hold office until the next annual election of
directors and until their successors are duly elected and shall qualify, unless
sooner displaced. If there are no directors in office, then an election of
directors may be held in the manner provided by statute. If, at the time of
filling any vacancy or any newly created directorship, the directors then in
office shall constitute less than a majority of the whole Board (as constituted
immediately prior to any such increase), the Court of Chancery

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may, upon application of any stockholder or stockholders holding at least ten
percent of the total number of the shares at the time outstanding having the
right to vote for such director, summarily order an election to be held to fill
any such vacancies or newly created directorships, or to replace the directors
chosen by the directors then in office.

Section 3. POWERS. The property and business of the corporation
shall be managed by or under the direction of its Board of Directors. In
addition to the powers and authorities by these Bylaws expressly conferred upon
them, the Board may exercise all such powers of the corporation and do all such
lawful acts and things as are not by statute or by the Certificate of
Incorporation or by these Bylaws directed or required to be exercised or done by
the stockholders.

Section 4. PLACE OF DIRECTORS' MEETINGS. The directors may hold
their meetings and have one or more offices, and keep the books of the
corporation outside of the State of Delaware.

Section 5. REGULAR MEETINGS. Regular meetings of the Board of
Directors may be held without notice at such time and place as shall from time
to time be determined by the Board.

Section 6. SPECIAL MEETINGS. Special meetings of the Board of
Directors may be called by the President on forty-eight hours' notice to each
director, either personally or by mail or by telegram; special meetings shall be
called by the President or the Secretary in like manner and on like notice on
the written request of two directors unless the Board consists of only one
director; in which case special meetings shall be called by the President or
Secretary in like manner or on like notice on the written request of the sole
director.

Section 7. QUORUM. At all meetings of the Board of Directors a
majority of the authorized number of directors shall be necessary and sufficient
to constitute a quorum for the transaction of business, and the vote of a
majority of the directors present at any meeting at which there is a quorum,
shall be the act of the Board of Directors, except as may be otherwise
specifically provided by statute, by the Certificate of Incorporation or by
these Bylaws. If a quorum shall not be present at any meeting of the Board of
Directors, the directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
shall be present. If only one director is authorized, such sole director shall
constitute a quorum.

Section 8. ACTION WITHOUT MEETING. Unless otherwise restricted by
the Certificate of Incorporation or these Bylaws, any action required or
permitted to be taken at any meeting of the Board of Directors or of any
committee thereof may be taken without a meeting, if all members of the Board or
committee, as the case may be, consent thereto in writing, and the writing or
writings are filed with the minutes of proceedings of the Board or committee.

Section 9. TELEPHONIC MEETINGS. Unless otherwise restricted by the
Certificate of Incorporation or these Bylaws, members of the Board of Directors,
or any

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committee designated by the Board of Directors, may participate in a meeting of
the Board of Directors, or any committee, by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other, and such participation in a meeting shall
constitute presence in person at such meeting.

Section 10. COMMITTEES OF DIRECTORS. The Board of Directors may, by
resolution passed by a majority of the whole Board, designate one or more
committees, each such committee to consist of one or more of the directors of
the corporation. The Board may designate one or more directors as alternate
members of any committee, who may replace any absent or disqualified member at
any meeting of the committee. In the absence or disqualification of a member of
a committee, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any such absent or disqualified member. Any such
committee, to the extent provided in the resolution of the Board of Directors,
shall have and may exercise all the powers and authority of the Board of
Directors in the management of the business and affairs of the corporation, and
may authorize the seal of the corporation to be affixed to all papers which may
require it; but no such committee shall have the power or authority in reference
to amending the Certificate of Incorporation, adopting an agreement of merger or
consolidation, recommending to the stockholders the sale, lease or exchange of
all or substantially all of the corporation's property and assets, recommending
to the stockholders a dissolution of the corporation or a revocation of a
dissolution, or amending the Bylaws of the corporation; and, unless the
resolution or the Certificate of Incorporation expressly so provide, no such
committee shall have the power or authority to declare a dividend or to
authorize the issuance of stock.

Section 11. MINUTES OF COMMITTEE MEETINGS. Each committee shall keep
regular minutes of its meetings and report the same to the Board of Directors
when required.

Section 12. COMPENSATION OF DIRECTORS. Unless otherwise restricted
by the Certificate of Incorporation or these Bylaws, the Board of Directors
shall have the authority to fix the compensation of directors. The directors may
be paid their expenses, if any, of attendance at each meeting of the Board of
Directors and may be paid a fixed sum for attendance at each meeting of the
Board of Directors or a stated salary as director. No such payment shall
preclude any director from serving the corporation in any other capacity and
receiving compensation therefor. Members of special or standing committees may
be allowed like compensation for attending committee meetings.

ARTICLE IV
OFFICERS

Section 1. OFFICERS. The officers of this corporation shall be
chosen by the Board of Directors and shall include a Chairman of the Board of
Directors or a President, or both, and a Secretary. The corporation may also
have at the discretion of the Board of Directors such other officers as are
desired, including a Vice-Chairman of the Board of Directors, a Chief Executive
Officer, a Treasurer, one or more Vice Presidents,

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one or more Assistant Secretaries and Assistant Treasurers, and such other
officers as may be appointed in accordance with the provisions of Section 3
hereof. In the event there are two or more Vice Presidents, then one or more may
be designated as Executive Vice President, Senior Vice President, or other
similar or dissimilar title. At the time of the election of officers, the
directors may by resolution determine the order of their rank. Any number of
offices may be held by the same person, unless the Certificate of Incorporation
or these Bylaws otherwise provide.

Section 2. ELECTION OF OFFICERS. The Board of Directors, at its
first meeting after each annual meeting of stockholders, shall choose the
officers of the corporation.

Section 3. SUBORDINATE OFFICERS. The Board of Directors may appoint
such other officers and agents as it shall deem necessary who shall hold their
offices for such terms and shall exercise such powers and perform such duties as
shall be determined from time to time by the Board.

Section 4. COMPENSATION OF OFFICERS. The salaries of all officers
and agents of the corporation shall be fixed by the Board of Directors.

Section 5. TERM OF OFFICE; REMOVAL AND VACANCIES. The officers of
the corporation shall hold office until their successors are chosen and qualify
in their stead. Any officer elected or appointed by the Board of Directors may
be removed at any time by the affirmative vote of a majority of the Board of
Directors. If the office of any officer or officers becomes vacant for any
reason, the vacancy shall be filled by the Board of Directors.

Section 6. CHAIRMAN OF THE BOARD. The Chairman of the Board, if such
an officer be elected, shall, if present, preside at all meetings of the Board
of Directors and exercise and perform such other powers and duties as may be
from time to time assigned to him by the Board of Directors or prescribed by
these Bylaws. If there is no President, the Chairman of the Board shall in
addition be the Chief Executive Officer of the corporation and shall have the
powers and duties prescribed In Section 7 of this Article IV.

Section 7. PRESIDENT. Subject to such supervisory powers, if any, as
may be given by the Board of Directors to the Chairman of the Board, if there be
such an officer, the President shall be the Chief Executive Officer of the
corporation and shall, subject to the control of the Board of Directors, have
general supervision, direction and control of the business and officers of the
corporation. He shall preside at all meetings of the stockholders and, in the
absence of the Chairman of the Board, or if there be none, at all meetings of
the Board of Directors. He shall be an ex-officio number of all committees and
shall have the general powers and duties of management usually vested in the
office of President and Chief Executive Officer of corporations, and shall have
such other powers and duties as may be prescribed by the Board of Directors or
these Bylaws.

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Section 8. VICE PRESIDENTS. In the absence or disability of the
President, the Vice Presidents in order of their rank as fixed by the Board of
Directors, or if not ranked, the Vice President designated by the Board of
Directors, shall perform all the duties of the President, and when so acting
shall have all the powers of and be subject to all the restrictions upon the
President. The Vice Presidents shall have such other duties as from time to time
may be prescribed for them, respectively, by the Board of Directors.

Section 9. SECRETARY. The Secretary shall attend all sessions of the
Board of Directors and all meetings of the stockholders and record all votes and
the minutes of all proceedings in a book to be kept for that purpose; and shall
perform like duties for the standing committees when required by the Board of
Directors. He shall give, or cause to be given, notice of all meetings of the
stockholders and of the Board of Directors, and shall perform such other duties
as may be prescribed by the Board of Directors or these Bylaws. He shall keep in
safe custody the seal of the corporation, and when authorized by the Board,
affix the same to any instrument requiring it, and when so affixed it shall be
attested by his signature or by the signature of an Assistant Secretary. The
Board of Directors may give general authority to any other officer to affix the
seal of the corporation and to attest the affixing by his signature.

Section 10. ASSISTANT SECRETARY. The Assistant Secretary, or if
there be more than one, the Assistant Secretaries in the order determined by the
Board of Directors, or if there be no such determination, the Assistant
Secretary designated by the Board of Directors, shall, in the absence or
disability of the Secretary, perform the duties and exercise the powers of the
Secretary and shall perform such other duties and have such other powers as the
Board of Directors may from time to time prescribe.

Section 11. TREASURER. The Treasurer shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the corporation and shall
deposit all moneys, and other valuable effects in the name and to the credit of
the corporation, in such depositories as may be designated by the Board of
Directors. He shall disburse the funds of the corporation as may be ordered by
the Board of Directors, taking proper vouchers for such disbursements, as shall
render to the Board of Directors, at its regular meetings, or when the Board of
Directors so requires, an account of all his transactions as Treasurer and of
the financial condition of the corporation. If required by the Board of
Directors, he shall give the corporation a bond, in such sum and with such
surety or sureties as shall be satisfactory to the Board of Directors, for the
faithful performance of the duties of his office and for the restoration to the
corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of whatever
kind in his possession or wider his control belonging to the corporation.

Section 12. ASSISTANT TREASURER. The Assistant Treasurer, or if
there shall be more than one, the Assistant Treasurers in the order determined
by the Board of Directors, or if there be no such determination, the Assistant
Treasurer designated by the Board of Directors, shall, in the absence or
disability of the Treasurer, perform the duties and exercise the powers of the
Treasurer and shall perform such other duties and have such other powers as the
Board of Directors may from time to time prescribe.

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ARTICLE V
INDEMNIFICATION OF DIRECTORS AND OFFICERS

(a) The corporation shall indemnify to the maximum extent permitted
by law any person who or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the corporation) by reason of the fact that he is or was a director or
officer of the corporation, or is or was serving at the request of the
corporation as a director or officer of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

(b) The corporation shall indemnify to the maximum extent permitted
by law any person who was or is a party or is threatened to be made a party to
any threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he is
or was a director or officer of the corporation, or is or was serving at the
request of the corporation as a director or officer of another corporation,
partnership, joint venture, trust or other enterprise against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation and except that no such indemnification shall
be made in respect of any claim, issue or matter as to which such person shall
have been adjudged to be liable to the corporation unless and only to the extent
that the Court of Chancery of Delaware or the court in which such action or suit
was brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which such Court
of Chancery or such other court shall deem proper.

(c) To the extent that a director or officer of the corporation
shall be successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in paragraphs (a) and (b), or in defense of any claim,
issue or matter therein, he shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection
therewith.

(d) Any indemnification under paragraphs (a) and (b) (unless ordered
by a court) shall be made by the corporation only as authorized in the specific
case upon a determination that indemnification of the director or officer is
proper in the circumstances because he has met the applicable standard of
conduct set forth in paragraphs (a) and (b).

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Such determination shall be made (1) by the Board of Directors by a majority
vote of a quorum consisting of directors who were not parties to such action,
suit or proceeding, or (2) if such a quorum is not obtainable, or, even if
obtainable a quorum of disinterested directors so directs, by independent legal
counsel in a written opinion, or (3) by the stockholders. The corporation,
acting through its Board of Directors or otherwise, shall cause such
determination to be made if so requested by any person who is indemnifiable
under this Article V.

(e) Expenses (including attorneys' fees) incurred by an officer or
director in defending any civil, criminal, administrative or investigative
action, suit or proceeding shall be paid by the corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that he is not entitled to be indemnified by
the corporation as authorized in this Article V.

(f) The indemnification and advancement of expenses provided by, or
granted pursuant to, the other paragraphs of this Article V shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office.

(g) The Board of Directors may authorize, by a vote of a majority of
a quorum of the Board of Directors, the corporation to purchase and maintain
insurance on behalf of any person who is or was a director or officer of the
corporation, or is or was serving at the request of the corporation as a
director or officer of another corporation, partnership, joint venture, trust or
other enterprise against any liability asserted against him and incurred by him
in any such capacity, or arising out of his status as such, whether or not the
corporation would have the power to indemnify him against such liability under
the provisions of this Article V.

(h) For the purposes of this Article V, references to "the
corporation" shall include, in addition to the resulting corporation, any
constituent corporation (including any constituent of a constituent) absorbed in
a consolidation or merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors or officers so that any
person who is or was a director or officer of such constituent corporation, or
is or was serving at the request of such constituent corporation as a director
or officer of another corporation, partnership, joint venture, trust or other
enterprise, shall stand in the same position under the provisions of this
Article V with respect to the resulting or surviving corporation as he would
have with respect to such constituent corporation if its separate existence had
continued.

(1) For purposes of this section, references to "other enterprises"
shall include employee benefit plans; references to "fines" shall include any
excise taxes assessed on a person with respect to an employee benefit plan; and
references to "serving at the request of the corporation" shall include service
as a director or officer of the corporation which imposes duties on, or involves
services by, such director or officer with respect to an

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employee benefit plan, its participants or beneficiaries; and a person who acted
in good faith and in a manner he reasonably believed to be in the interest of
the participants and beneficiaries of an employee benefit plan shall be deemed
to have acted in a manner "not opposed to the best interests of the corporation"
as referred to in this section.

(j) The indemnification and advancement of expenses provided by, or
granted pursuant to, this Article V shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a director
or officer and shall inure to the benefit of the heirs, executors and
administrators of such a person.

(k) The corporation shall be required to indemnify a person in
connection with an action, suit or proceeding (or part thereof) initiated by
such person only if the action, suit or proceeding (or part thereof) was
authorized by the Board of Directors of the corporation.

ARTICLE VI
INDEMNIFICATION OF EMPLOYEES AND AGENTS

The corporation may indemnify every person who was or is a party or
is or was threatened to be made a party to any action, suit, or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that he is or was an employee or agent of the corporation or, while an employee
or agent of the corporation, is or was serving at the request of the corporation
as an employee or agent or trustee of another corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise, against expenses
(including counsel fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such action, suit or
proceeding, to the extent permitted by applicable law.

ARTICLE VII
CERTIFICATES OF STOCK

Section 1. CERTIFICATES. Every holder of stock of the corporation
shall be entitled to have a certificate signed by, or in the name of the
corporation by, the Chairman or Vice Chairman of the Board of Directors, or the
President or a Vice President, and by the Secretary or an Assistant Secretary,
or the Treasurer or an Assistant Treasurer of the corporation, certifying the
number of shares represented by the certificate owned by such stockholder in the
corporation.

Section 2. SIGNATURES ON CERTIFICATES. Any or all of the signatures
on the certificate may be a facsimile. In case any officer, transfer agent, or
registrar who has signed or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer, transfer agent, or registrar
before such certificate is issued, it may be issued by the corporation with the
same effect as if he were such officer, transfer agent, or registrar at the date
of issue.

Section 3. STATEMENT OF STOCK RIGHTS, PREFERENCES, PRIVILEGES. If
the corporation shall be authorized to issue more than one class of stock or

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more than one series of any class, the powers, designations, preferences and
relative, participating, optional or other special rights of each class of stock
or series thereof and the qualification, limitations or restrictions of such
preferences and/or rights shall be set forth in full or summarized on the face
or back of the certificate which the corporation shall issue to represent such
class or series of stock, provided that, except as otherwise provided in section
202 of the General Corporation Law of Delaware, in lieu of the foregoing
requirements, there may be set forth on the face or back of the certificate
which the corporation shall issue to represent such class or series of stock, a
statement that the corporation will furnish without charge to each stockholder
who so requests the powers, designations, preferences and relative,
participating, optional or other special rights of each class of stock or series
thereof and the qualifications, limitations or restrictions of such preferences
and/or rights.

Section 4. LOST CERTIFICATES. The Board of Directors may direct a
new certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates, the Board of
Directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen or destroyed certificate or
certificates, or his legal representative, to advertise the same in such manner
as it shall require and/or to give the corporation a bond in such sum as it may
direct as indemnity against any claim that may be made against the corporation
with respect to the certificate alleged to have been lost, stolen or destroyed.

Section 5. TRANSFERS OF STOCK. Upon surrender to the corporation, or
the transfer agent of the corporation, of a certificate for shares duly endorsed
or accompanied by proper evidence of succession, assignation or authority to
transfer, it shall be the duty of the corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and record the
transaction upon its books.

Section 6. FIXED RECORD DATE. In order that the corporation may
determine the stockholders entitled to notice of or to vote at any meeting of
the stockholders, or any adjournment thereof, or entitled to receive payment of
any dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock or
for the purpose of any other lawful action, the Board of Directors may fix a
record date which shall not be more than sixty nor less than ten days before the
date of such meeting, nor more than sixty days prior to any other action. A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the Board of Directors may fix a new record date for the adjourned
meeting. In order that the corporation may determine the stockholders entitled
to consent to corporate action in writing without a meeting, the Board of
Directors may fix a record date which shall not be more than ten days after the
date upon which the resolution fixing the record date is adopted by the Board of
Directors.

Section 7. REGISTERED STOCKHOLDERS. The corporation shall be
entitled to treat the holder of record of any share or shares of stock as the
holder in fact

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thereof and accordingly shall not be bound to recognize any equitable or other
claim or interest in such share on the part of any other person, whether or not
it shall have express or other notice thereof, save as expressly provided by the
laws of the State of Delaware.

ARTICLE VIII
GENERAL PROVISIONS

Section 1. DIVIDENDS. Dividends upon the capital stock of the
corporation, subject to the provisions of the Certificate of Incorporation, if
any, may be declared by the Board of Directors at any regular or special
meeting, pursuant to law. Dividends may be paid in cash, in property, or in
shares of the capital stock, subject to the provisions of the Certificate of
Incorporation.

Section 2. PAYMENT OF DIVIDENDS; DIRECTORS' DUTIES. Before payment
of any dividend there may be set aside out of any funds of the corporation
available for dividends such sum or sums as the directors from time to time, in
their absolute discretion, think proper as a reserve fund to meet contingencies,
or for equalizing dividends, or for repairing or maintaining any property of the
corporation, or for such other purpose as the directors shall think conducive to
the interests of the corporation, and the directors may abolish any such
reserve.

Section 3. CHECKS. All checks or demands for money and notes of the
corporation shall be signed by such officer or officers as the Board of
Directors may from time to time designate.

Section 4. FISCAL YEAR. The fiscal year of the corporation shall be
fixed by resolution of the Board of Directors.

Section 5. CORPORATE SEAL. The corporate seal shall have inscribed
thereon the name of the corporation, the year of its organization and the words
"Corporate Seal, Delaware." Said seal may be used by causing it or a facsimile
thereof to be impressed or affixed or reproduced or otherwise.

Section 6. MANNER OF GIVING NOTICE. Whenever, under the provisions
of the statutes or of the Certificate of Incorporation or of these Bylaws,
notice is required to be given to any director or stockholder; it shall not be
construed to mean personal notice, but such notice may be given in writing, by
mail, addressed to such director or stockholder, at his address as it appears on
the records of the corporation, with postage thereon prepaid, and such notice
shall be deemed to be given at the time when the same shall be deposited in the
United States mail. Notice to directors may also be given by telegram.

Section 7. WAIVER OF NOTICE. Whenever any notice is required to be
given under the provisions of the statutes or of the Certificate of
Incorporation or of these Bylaws, a waiver thereof in writing, signed by the
person or persons entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent thereto.

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Section 8. ANNUAL STATEMENT. The Board of Directors shall present at
each annual meeting, and at any special meeting of the stockholders when called
for by vote of the stockholders, a full and clear statement of the business and
condition of the corporation.

ARTICLE IX
AMENDMENTS

Section 1. AMENDMENT BY DIRECTORS OR STOCKHOLDERS. These Bylaws may
be altered, amended or repealed or new Bylaws may be adopted by the stockholders
or by the Board of Directors, when such power is conferred upon the Board of
Directors by the Certificate of Incorporation, at any regular meeting of the
stockholders or of the Board of Directors or at any special meeting of the
stockholders or of the Board of Directors if notice of such alteration,
amendment, repeal or adoption of new Bylaws be contained in the notice of such
special meeting. If the power to adopt, amend or repeal Bylaws is conferred upon
the Board of Directors by the Certificate of Incorporation it shall not divest
or limit the power of the stockholders to adopt, amend or repeal Bylaws.

-13-
<PAGE>

CERTIFICATE OF SECRETARY

I, the undersigned, do hereby certify:

(1) That I am the duly elected and acting Secretary of K-Tec
Holdings, Inc., a Delaware corporation; and

(2) That the foregoing bylaws constitute the bylaws of said
corporation as duly adopted by the written consent of the Incorporator of said
corporation as of June 5, 1995.

IN WITNESS WHEREOF, I have hereunto subscribed my name this 5th day
of June, 1995.

/s/ Alex Navab
-----------------------------------------
Secretary

<PAGE>

EXHIBIT 21.1

Significant Subsidiaries of the Registrant

(1) RELTEC Communications Inc., a Delaware corporation

(2) RELTEC Foreign Holdings, Inc., a Delaware corporation

<PAGE>
EXHIBIT 23.1

INDEPENDENT AUDITORS' CONSENT

We consent to the use in this Amendment No. 1 to Registration Statement No.
333-44277 of RELTEC Corporation of our report dated February 3, 1998, appearing
in the Prospectus, which is part of this Registration Statement.

We also consent to the reference to us under the heading "Experts" in such
Prospectus.

/s/ Deloitte & Touche LLP
Cleveland, Ohio
February 3, 1998