Hi-Lo Automotive, Inc. Announces Merger Discussions

14 October 1997

    HOUSTON, Oct. 14 -- Hi-Lo Automotive, Inc.
("Hi/LO") announced today that it is engaged in discussions regarding a
possible combination with a publicly traded retailer pursuant to which Hi/LO
would become a wholly-owned subsidiary of such acquiring company and Hi/LO's
outstanding common stock would be exchanged for common stock of the acquiring
company in a reorganization structured to be tax free.  Based upon the
expected exchange ratio, Hi/LO's Common Stock would be valued at between $3.27
and $3.76, depending on the closing price of the acquiror's common stock
during a specified period preceding the effective time of the potential
transaction.  Based on the closing price of the potential acquiror's common
stock today, Hi/LO's stockholders would receive approximately $3.37 of
acquiror's common stock.  In connection with the ongoing negotiations, Hi/LO
has agreed to negotiate exclusively with the other party until the earlier of
the close of business on October 17, 1997, or until negotiations are
terminated.
    Completion of a definitive agreement and consummation of any transaction
of the type being negotiated are subject to a number of uncertainties and
would be subject to approval of the Board of Directors of Hi/LO and the
affirmative vote of Hi/LO's Stockholders as well as approval of the potential
acquiror's Board of Directors and certain regulatory authorities.  There can
be no assurance that an agreement will be reached, or that if an agreement is
entered into that the transaction would be consummated.
    Certain statements made in this press release may be forward-looking
statements that involve risks, uncertainties and assumptions.  Please refer to
our filings with the Securities and Exchange Commission for complete financial
information.
    Hi-Lo Automotive, Inc. sells automotive aftermarket parts, products and
accessories to retail and commercial customers through its 187 stores in
Texas, Louisiana and California.

SOURCE  Hi-Lo Automotive, Inc.