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AlliedSignal to Acquire Prestone

13 May 1997

AlliedSignal to Acquire Prestone

    MORRIS TOWNSHIP, N.J., May 13 -- AlliedSignal Inc.
and Vestar Capital Partners announced today that AlliedSignal
has agreed to purchase Prestone Products Corporation from Vestar and
Prestone management.  Prestone, a leading supplier of premium car care
products including the world's top-selling antifreeze/coolant, has annual
sales of approximately $300 million.  Terms of the transaction were not
announced.  The transaction is expected to close in June 1997.
    "The acquisition of Prestone adds to our strong array of brands and
reflects our strategy of adding more products and increasing our
participation in the automotive aftermaket," said Lawrence A. Bossidy,
Chairman and Chief Executive Officer of AlliedSignal Inc.  AlliedSignal
Automotive aftermarket brands include Garrett(R) turbochargers, FRAM(R)
filters, Bendix(R) friction materials and brake parts, and Autolite(R)
spark plugs.
    AlliedSignal Automotive, a unit of Allied Signal Inc., is a
$4.2 billion (sales) supplier of components and systems to car and truck
manufacturers and the aftermarket.  Its major products include turbocharging
systems, friction materials, safety restraints systems, filters and spark
plugs, and heavy-truck air brake systems.
    With the addition of Prestone, aftermarket products will account for more
than half the sales of AlliedSignal Automotive.
    Bossidy said that Prestone is a strong financial performer with highly
efficient manufacturing operations, a market-leading brand, attractive margins
and an experienced, entrepreneurial management team.
    "Prestone is one of the premier brands in the automotive aftermarket,"
said John W. Barter, President of AlliedSignal Automotive.  "AlliedSignal has
tremendous opportunities to grow Prestone sales by working with our wholesale
distribution partners in North America and by increasing Prestone's global
presence."
    "We are delighted to join the AlliedSignal Automotive family, and look
forward to extending the reach of Prestone through AlliedSignal's worldwide
distribution network," said David Lundstedt, President and Chief Executive
Officer of Prestone.
    Headquartered in Danbury, Connecticut, Prestone Products Corporation was
formed in August 1994 following a management buyout of the business from First
Brands Corporation.  Since then, Prestone has introduced 25 new products,
including Driveway Heat(TM) ice melter, Windshield De-Icer washer fluid and
Tire Jack(TM) tire inflator and sealer.
    "Prestone's ability to introduce innovative high-quality products that
capitalize on its brand franchise fits perfectly with our drive to accelerate
sales growth," said Steven S. Price, President of AlliedSignal Automotive
Aftermarket.
    "Vestar has enjoyed its successful association with the Prestone
management team and is pleased that they will be able to continue the
outstanding growth of the Prestone(R) brand under the leadership of a company
as highly respected as AlliedSignal," said Robert L. Rosner, Managing Director
of Vestar.
    The transaction is subject to the expiration of the waiting period under
the provisions of the Hart-Scott-Rodino Antitrust Improvements Act.
    Prestone Products Corporation employs approximately 270 people at
manufacturing plants in California, Illinois and New Jersey; and a state-of-
the-art research and development facility in Danbury.
    AlliedSignal Inc. is a $14 billion (sales) advanced technology and
manufacturing company serving customers worldwide with aerospace and
automotive products, chemicals, fibers, plastics and advance materials.
    Vestar Capital Partners is a leading private investment firm specializing
in management buyouts, recapitalizations and growth equity investments.
Vestar, which manages over $1 billion of equity capital, has invested in 20
companies since 1988, including Celestial Seasonings, Pyramid Communications,
Remington Products Company and Westinghouse Air Brake Company.  Paine Webber
Incorporated acted as financial advisor to Prestone.

SOURCE  AlliedSignal Inc.