SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
TRANSPORTATION TECHNOLOGIES INDUSTRIES, INC.
- ----------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
- ----------------------------------------------------------------------------
(Title of Class of Securities)
479477101
- ----------------------------------------------------------------------------
(CUSIP Number)
Thomas M. Begel
c/o Transportation Technologies Industries, Inc.
980 N. Michigan Avenue, Suite 1000
Chicago, Illinois 60611
(312) 280-8844
- ----------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
Copy to:
Joseph A. Coco, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
919 Third Avenue
New York, New York 10022
(212) 735-3000
December 14, 1999
- -----------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(e), 13d- 1(f) or
13d-1(g), check the following box | |.
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See Rule
13d-7(b) for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 14 Pages)
CUSIP No. 479477101 13D Page 2 of 14 Pages
- -----------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Thomas M. Begel
- -----------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [x]
(b) [ ]
- -----------------------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
- -----------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
[ ]
- -----------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- -----------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 455,012 (1)
BENEFICIALLY ---------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING ---------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 455,012(1)
---------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -----------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
455,012 (1)
- -----------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
- -----------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.4%
- -----------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- -----------------------------------------------------------------------------
- ----------
(1) Includes 50,000 shares of Common Stock subject to options exercisable
within 60 days after the date of this Statement, approximately 4,000
shares of Common Stock held through a 401(k) plan and 29,500 shares
of restricted Common Stock.
CUSIP No. 479477101 13D Page 3 of 14 Pages
- -----------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Timothy A. Masek
- -----------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [x]
(b) [ ]
- -----------------------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
- -----------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- -----------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- -----------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 43,700(1)
BENEFICIALLY ---------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING ---------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 43,700(1)
---------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -----------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
43,700(1)
- -----------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
- -----------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.4%
- -----------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- -----------------------------------------------------------------------------
- ------------
(1) Includes 18,800 shares of Common Stock subject to options exercisable
within 60 days after the date of this Statement, approximately 2,500
shares of Common Stock held through a 401(k) plan and 19,500 shares
of restricted Common Stock.
CUSIP No. 479477101 13D Page 4 of 14 Pages
- -----------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Camillo M. Santomero III
- -----------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [x]
(b) [ ]
- -----------------------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
- -----------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
[ ]
- -----------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- -----------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 173,000(1)
BENEFICIALLY ---------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING ---------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 173,000(1)
---------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -----------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
173,000(1)
- -----------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [x]
- -----------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.7%
- -----------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- -----------------------------------------------------------------------------
- --------------
(1) Mr. Santomero is a private investor and a Senior Consultant to Chase
Capital Partners, which beneficially owns shares of Common Stock, but
Mr. Santomero disclaims beneficial ownership of such shares. Mr.
Santomero, however, has an interest in a pool of securities,
including shares of Common Stock, acquired by Chemical Equity
Associates at the time he was a General Partner of Chemical Venture
Partners (now Chase Capital Partners). Mr. Santomero holds options to
purchase 23,000 shares of Common Stock, of which 20,000 are
exercisable within 60 days after the date of this Statement.
CUSIP No. 479477101 13D Page 5 of 14 Pages
- -----------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Kenneth M. Tallering
- -----------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [x]
(b) [ ]
- -----------------------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
- -----------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- -----------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- -----------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 62,300(1)
BENEFICIALLY ---------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING ---------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 62,300(1)
---------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -----------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
62,300(1)
- -----------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
- -----------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.6%
- -----------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- -----------------------------------------------------------------------------
- ------------
(1) Includes 37,500 shares of Common Stock subject to options exercisable
within 60 days after the date of this Statement, approximately 4,000
shares of Common Stock held through a 401(k) plan and 19,500 shares
of restricted Common Stock.
CUSIP No. 479477101 13D Page 6 of 14 Pages
- -----------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Andrew M. Weller
- -----------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [x]
(b) [ ]
- -----------------------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------------------
4 SOURCE OF FUNDS
OO
- -----------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
- -----------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- -----------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 152,500(1)
BENEFICIALLY ---------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING ---------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 152,500(1)
---------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -----------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
152,500(1)
- -----------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
- -----------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.5%
- -----------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- -----------------------------------------------------------------------------
- -----------
(1) Includes 105,000 shares of Common Stock subject to options
exercisable within 60 days after the date of this Statement,
approximately 4,000 shares of Common Stock held through a 401(k) plan
and 29,500 shares of restricted Common Stock.
ITEM 1. SECURITY AND ISSUER.
The title of the class of equity securities to which this Statement
on Schedule 13D (this "Statement") relates is the common stock, par value
$.01 per share (the "Common Stock"), of Transportation Technologies
Industries, Inc., a Delaware corporation (the "Company"). The principal
executive offices of the Company are located at 980 North Michigan Avenue,
Suite 1000, Chicago, Illinois 60611.
ITEM 2. IDENTITY AND BACKGROUND.
This Statement is being filed by: (i) Thomas M. Begel, whose
principal occupation is Chairman of the Board of Directors of the Company,
President and Chief Executive Officer of the Company, (ii) Timothy A.
Masek, whose principal occupation is President and CEO of Bostrom Seating,
Inc., a subsidiary of the Company, (iii) Camillo M. Santomero III, who is a
director of the Company, (iv) Kenneth M. Tallering, whose principal
occupation is Vice President, General Counsel and Secretary of the Company,
and (v) Andrew M. Weller, whose principal occupation is Executive Vice
President, Chief Financial Officer and director of the Company (the
individuals set forth in clauses (i) through (v) above being hereinafter
collectively referred to as the "Management Investors"). The Management
Investors may be deemed to constitute a "group" for purposes of Rule 13d-5
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
with respect to their respective beneficial ownership of the Common Stock.
This Statement constitutes the original Statement on Schedule 13D of the
Management Investors.
The business address of each of the Management Investors is c/o
Transportation Technologies Industries, Inc., 980 North Michigan Avenue,
Suite 1000, Chicago, Illinois 60611.
Each of the Management Investors is a United States citizen.
During the last five years, none of the Management Investors has
been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors), nor has any of them been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction
resulting in a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On December 14, 1999, the Management Investors made a proposal (the
"Proposal") to acquire all of the outstanding shares of common stock of the
Company at a price of $20 per share in cash. The Proposal indicated that
the Management Investors had received executed commitment letters from
financial institutions providing for all of the necessary debt and equity
financing for the proposed acquisition.
On December 14, 1999, the Board of Directors of the Company
established a Special Committee (the "Special Committee") of two
independent, non-management directors to evaluate the Proposal.
The Proposal is conditioned upon, among other things, approval of
the transaction by the Board of Directors of the Company, the execution of
a satisfactory definitive acquisition agreement, the funding of financing,
the agreement of the holders of the Company's outstanding 11.75% notes to
either sell their notes to the Company or consent to certain amendments to
the indentures for such notes and other customary conditions. There can be
no assurance that any transaction will result.
ITEM 4. PURPOSE OF TRANSACTION.
The information set forth in Item 3 of this Statement is
incorporated herein by reference. The Management Investors propose to
negotiate and enter into an acquisition agreement with the Company, acting
through the Special Committee, providing for the acquisition of all of the
Company's outstanding shares of common stock at a price of $20 per share.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
There were outstanding 10,293,596 shares of Common Stock on
November 11, 1999. The Management Investors collectively beneficially own
an aggregate of 886,512 shares of Common Stock, or approximately 8.6% of
the Common Stock then outstanding. As noted below, Mr. Santomero disclaims
beneficial ownership of all shares of Common Stock which may be
beneficially owned by Chase Capital Partners, of which Mr. Santomero is a
private investor and a Senior Consultant, and all shares of Common Stock
held in a pool of securities acquired by Chemical Equity Associates at the
time Mr. Santomero was a General Partner of Chemical Venture Partners (now
Chase Capital Partners).
By virtue of having made the Proposal, the Management Investors may
be deemed to have formed a "group" for purposes of Rule 13d-5, and,
accordingly, may be deemed to share beneficial ownership of the shares
owned by the other Management Investors. However, the filing of this
Statement on Schedule 13D shall not be construed as an admission that any
of such persons is, for purposes of Section 13(d) or 13(g) of the Exchange
Act, the beneficial owner of any securities held by any other person. Set
forth below is certain information with respect to the beneficial ownership
of the Management Investors.
Thomas M. Begel
(a) Mr. Begel beneficially owns 455,012 shares of Common
Stock (including 50,000 shares issuable upon the exercise of options
exercisable within 60 days after the date of this Statement, approximately
4,000 shares of Common Stock held through a 401(k) plan and 29,500 shares
of restricted Common Stock), constituting approximately 4.4% of the Common
Stock outstanding on November 11, 1999.
(b) Mr. Begel has sole voting power and sole investment
power with respect to all of the shares of Common Stock referred to in
paragraph (a) above.
(c) No transactions in the Common Stock were effected by Mr.
Begel in the past 60 days.
(d) Except as set forth above in this Item 5, no other
person is known to have the right to receive or the power to direct the
receipt of dividends from or the proceeds from the sale of the securities.
(e) Not applicable.
Timothy A. Masek
(a) Mr. Masek beneficially owns 43,700 shares of Common
Stock (including 18,800 shares issuable upon the exercise of options
exercisable within 60 days after the date of this Statement, approximately
2,500 shares of Common Stock held through a 401(k) plan and 19,500 shares
of restricted Common Stock), constituting approximately 0.4% of the Common
Stock outstanding on November 11, 1999.
(b) Mr. Masek has sole voting power and sole investment
power with respect to all of the shares of Common Stock referred to in
paragraph (a) above.
(c) No transactions in the Common Stock were effected by Mr.
Masek in the past 60 days.
(d) Except as set forth above in this Item 5, no other
person is known to have the right to receive or the power to direct the
receipt of dividends from or the proceeds from the sale of the securities.
(e) Not applicable.
Camillo M. Santomero III
(a) Mr. Santomero beneficially owns 173,000 shares of Common
Stock (including 20,000 shares issuable upon the exercise of options
exercisable within 60 days after the date of this Statement), constituting
approximately 1.7% of the Common Stock outstanding on November 11, 1999.
Mr. Santomero is a private investor and a Senior Consultant to Chase
Capital Partners, which may beneficially own shares of Common Stock. In
addition, Mr. Santomero has an interest in a pool of securities, including
shares of Common Stock, acquired by Chemical Equity Associates at the time
he was a General Partner of Chemical Venture Partners (now Chase Capital
Partners). Mr. Santomero disclaims beneficial ownership of all such shares.
(b) Mr. Santomero has sole voting power and sole investment
power with respect to the 173,000 shares of Common Stock referred to in
paragraph (a) above.
(c) No transactions in the Common Stock were effected by Mr.
Santomero in the past 60 days.
(d) Except as set forth above in this Item 5, no other
person is known to have the right to receive or the power to direct the
receipt of dividends from or the proceeds from the sale of the securities.
(e) Not applicable.
Kenneth M. Tallering
(a) Mr. Tallering beneficially owns 62,300 shares of Common
Stock (including 37,500 shares issuable upon the exercise of options
exercisable within 60 days after the date of this Statement, approximately
4,000 shares of Common Stock held through a 401(k) plan and 19,500 shares
of restricted Common Stock), constituting approximately 0.6% of the Common
Stock outstanding on November 11, 1999.
(b) Mr. Tallering has sole voting power and sole investment
power with respect to all of the shares of Common Stock referred to in
paragraph (a) above.
(c) No transactions in the Common Stock were effected by Mr.
Tallering in the past 60 days.
(d) Except as set forth above in this Item 5, no other
person is known to have the right to receive or the power to direct the
receipt of dividends from or the proceeds from the sale of the securities.
(e) Not applicable.
Andrew M. Weller
(a) Mr. Weller beneficially owns 152,500 shares of Common
Stock (including 105,000 shares issuable upon the exercise of options
exercisable within 60 days after the date of this Statement, approximately
4,000 shares of Common Stock held through a 401(k) plan and 29,500 shares
of restricted Common Stock), constituting approximately 1.5% of the Common
Stock outstanding on November 11, 1999.
(b) Mr. Weller has sole voting and investment power with
respect to all of the shares of Common Stock referred to in paragraph (a)
above.
(c) No transactions in the Common Stock were effected by Mr.
Weller in the past 60 days.
(d) Except as set forth above in this Item 5, no other
person is known to have the right to receive or the power to direct the
receipt of dividends from or the proceeds from the sale of the securities.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
The information contained in Items 3, 4 and 5 of this Statement are
incorporated herein by reference.
Except for the agreements and understandings described in Items 3
and 4, to the best knowledge of the Management Investors, there are no
contracts, arrangements, understandings or relationships (legal or
otherwise) between the persons named in Item 2, and any other person, with
respect to any securities of the Company including but not limited to
transfer or voting of any of the securities, finder's fees, joint ventures,
loan or option arrangements, puts or calls, guarantees of profits, division
of profits or loss, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Press Release of the Company, dated December 14, 1999.
2. Joint Filing Agreement.
3. Power of Attorney.
SIGNATURE
After reasonable inquiry and to the best of their knowledge and
belief, the undersigned certify that the information set forth in this
Statement is true, complete and correct.
Dated: December 23, 1999
/s/ Thomas M. Begel
------------------------------
Thomas M. Begel
/s/ Timothy A. Masek
------------------------------
Timothy A. Masek
/s/ Camillo M. Santomero III
------------------------------
Camillo M. Santomero III
/s/ Kenneth M. Tallering
-----------------------------
Kenneth M. Tallering
/s/ Andrew M. Weller
-----------------------------
Andrew M. Weller
EXHIBIT INDEX
1. Press Release of the Company, dated December 14, 1999.
2. Joint Filing Agreement.
3. Power of Attorney.
Contact: Andrew M. Weller
TRANSPORTATION TECHNOLOGIES RECEIVES
BUYOUT PROPOSAL AT $20 PER SHARE
Chicago, IL, December 14, 1999 - An investor group led by senior
members of management of Transportation Technologies Industries, Inc.
(NASDAQ: TTII), including Thomas M. Begel, its Chairman and Chief Executive
Officer, and Andrew M. Weller, its Executive Vice President and Chief
Financial Officer, has made a proposal to acquire all of the outstanding
shares of common stock of Transportation Technologies at a price of $20 per
share in cash. The proposal represents a premium of approximately 29% over
the closing market price of Transportation Technologies' common stock on
December 13, 1999.
The investor group has received executed commitment letters from
financial institutions providing for all of the necessary debt and equity
financing for the proposed acquisition.
The Company stated that a special committee of independent members
of the Board will consider the investor group's proposal and make a
recommendation to the entire Board.
The investor group's proposal is conditioned upon, among other
things, approval of the transaction by the Board, the execution of a
mutually satisfactory definitive merger agreement, the funding of the
committed financing referred to above, the agreement of the holders of the
Company's outstanding 11.75% notes to either sell their notes to the
Company or consent to certain amendments to the indentures for such notes
and other customary conditions. There can be no assurance that any
transaction will result.
Transportation Technologies Industries, Inc. is a leading
manufacturer of components for heavy-duty and medium-duty trucks and buses
and the truck parts aftermarket. Product lines include: Gunite wheel-end
components; Brillion custom iron castings; Imperial body and chassis
components; Bostrum truck and bus seating systems; and Fabco steerable
drive axles and gearboxes. The Company is headquartered in Chicago,
Illinois and has manufacturing operations in Alabama, California, Illinois,
Indiana, Pennsylvania, Tennessee, Texas, Virginia, Washington and
Wisconsin.
Certain statements made in this release are forward-looking
statements within the meaning of the Private Securities Litigation Reform
Act of 1995. Such statements are based on current expectations and are
subject to a number of risks and uncertainties that could cause actual
results and performance to differ materially from any expected future
results or performance, expressed or implied, by the forward-looking
statements. Transportation Technologies assumes no responsibility to update
any of the forward-looking statements contained herein.
# # #
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities
Exchange Act of 1934, as amended, the undersigned hereby agree that the
Statement on Schedule 13D with respect to the Common Stock, par value $0.01
per share, of Transportation Technologies Industries, Inc. (including any
and all amendments thereto), to which this Agreement is attached as Exhibit
2, is (and, in the case of amendments, will be) filed on behalf of each of
us. This Agreement may be executed in any number of counterparts all of
which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this
Agreement this 23 day of December, 1999.
/s/ Thomas M. Begel
------------------------------
Thomas M. Begel
/s/ Timothy A. Masek
------------------------------
Timothy A. Masek
/s/ Camillo M. Santomero III
------------------------------
Camillo M. Santomero III
/s/ Kenneth M. Tallering
-----------------------------
Kenneth M. Tallering
/s/ Andrew M. Weller
-----------------------------
Andrew M. Weller
POWER OF ATTORNEY
By this Power of Attorney, each of the undersigned hereby
appoints Andrew M. Weller and Kenneth M. Tallering, and each of them, with
full power of substitution and resubstitution, to be each of the
undersigned's true and lawful attorney-in-fact for the undersigned and, on
behalf of the undersigned, to execute, and to take all action necessary to
file, on behalf of the undersigned, any Statement on Schedule 13D (together
with amendments thereto) or any related document with governmental entities
as required by the federal securities laws.
/s/ Thomas M. Begel
------------------------------
Thomas M. Begel
/s/ Timothy A. Masek
------------------------------
Timothy A. Masek
/s/ Camillo M. Santomero III
------------------------------
Camillo M. Santomero III
/s/ Kenneth M. Tallering
-----------------------------
Kenneth M. Tallering
/s/ Andrew M. Weller
-----------------------------
Andrew M. Weller
