Midwest Auto Parts Distributors Sold to O'Reilly Automotive

NEW YORK--May 3, 20051, 2005--Goldsmith Agio Helms is pleased to announce the completed sale of its client, W.E. Lahr Company and its subsidiary Midwest Auto Parts Distributors, Inc. ("Midwest"), and affiliates, headquartered in St. Paul, Minnesota, a leading supplier of automotive parts and accessories, to O'Reilly Automotive, Inc. ("O'Reilly"), a Missouri based auto parts chain. O'Reilly is one of the top five auto parts chains in the country. David Solomon, Managing Director and Partner, stated, "Of all the potential owners of this company, O'Reilly makes the most sense due to its compatibility with Midwest's dual market strategy, selling to both the retail trade and professional service providers."

HIGHLIGHTS FROM THE TRANSACTION

O'Reilly purchased all of the outstanding stock of Midwest for $61 million in cash.

Greg Henslee, Chief Executive Officer of O'Reilly, stated: "We are very excited about the growth opportunities and the great new markets that the acquisition of Midwest will bring. We view Midwest as a good fit both geographically and operationally."

Ted Wise, Chief Operating Officer stated: "Not only will we be adding 71 new stores in 5 new states, but we will also be welcoming nearly 700 Midwest team members to Team O'Reilly, where their knowledge and customer relationships will be a key to our success in those markets. In addition we are excited about the opportunity to continue serving the needs of the 108 independent jobber customers currently served by Midwest."

Jim Bartholomew, interim CEO of Midwest and a principal with Lighthouse Management Group, Inc. stated: "We believe the synergistic benefits of this combination will greatly enhance our program offering to our customers and provide expanded growth opportunities for our employees. Midwest's owner, Bill Lahr, passed away last fall. Bill had great respect for the O'Reilly family and their business model, and had Midwest adopt many of their strategies."

O'Reilly will add approximately 160 new stores for 2005, in addition to the 71 new stores from the Midwest acquisition. The company anticipates this transaction to be accretive to earnings for 2005. Further guidance will be given following the closing of the transaction.

Advisors to Midwest include Goldsmith Agio Helms, investment banking; Lighthouse Management Group, management consulting and interim management; and Leonard, Street and Deinard, PA, legal counsel.

Advisor to O'Reilly was Greensfelder, Hemker & Gale PC.

THE COMPANY

Midwest Auto (www.mwapd.com) operates 71 stores in Minnesota, Montana, South Dakota, Wisconsin and Wyoming that receive nightly delivery from one of their distribution centers located in St. Paul, Minnesota, and Billings, Montana. Midwest recorded $98.7 million in sales for the fiscal year ending September 30, 2004. W.E. Lahr Company has been in business for 70 years as a major warehouse distributor, local jobber and retailer of automotive aftermarket parts. With this acquisition, Midwest's current operations will be a complement to O'Reilly's already successful dual market strategy and expand O'Reilly's presence to twenty-four contiguous states.

THE BUYER

O'Reilly (www.oreillyauto.com) is one of the largest specialty retailers of automotive aftermarket parts, tools, supplies, equipment and accessories in the United States, serving both the do-it-yourself and professional installer markets. Founded in 1957 by the O'Reilly family, the Company operated 1,286 stores within the states of Alabama, Arkansas, Florida, Georgia, Illinois, Indiana, Iowa, Kansas, Kentucky, Louisiana, Mississippi, Missouri, Nebraska, North Carolina, Oklahoma, South Carolina, Tennessee, Texas and Virginia as of March 31, 2005.

ABOUT GOLDSMITH AGIO HELMS

Goldsmith Agio Helms (www.agio.com) is one of the nation's leading investment banking firms providing financial advisory services to middle market businesses. The firm's services include mergers and acquisitions, private placements of debt and equity, distressed advisory and restructuring, and valuations and fairness opinions. The firm operates internationally from its offices in Minneapolis, New York, Chicago, Los Angeles, and London.

ABOUT LIGHTHOUSE MANAGEMENT GROUP

Lighthouse Management Group, Inc. is a Minneapolis-based management consulting firm specializing in interim and crisis management. In addition to management services during the sale of company, Lighthouse also provides turnaround and crisis management, liquidation or asset disposition as well as advising companies in the sale or purchase of distressed companies. Jim Bartholomew is the President of Lighthouse and a board member of Midwest Auto Parts Distributor. When Bill Lahr, the owner of Midwest Auto passed away last fall, Jim stepped in as acting CEO. Jim helped guide Midwest Auto, which was a fast growing and profitable company, through the sale process.

ABOUT LEONARD, STREET AND DEINARD

Leonard, Street and Deinard is Minnesota's third largest law firm, with offices in Minneapolis, Saint Paul, St. Cloud and Mankato, Minnesota, and in Washington, D.C. From its regional base, Leonard, Street and Deinard serves clients throughout the United States and internationally. The firm employs over 180 attorneys in more than thirty practice areas and, since its founding in 1922, has helped generations of clients achieve their business objectives through astute legal advice complemented by good common sense. To learn more about the Firm's tradition of exceptional service, visit Leonard, Street and Deinard's Web site at www.leonard.com.