Tube Products Corporation Acquires AP Parts

1 December 1997

     Questor Partners Fund, L.P., Portfolio Company Becomes Global Player
                           With $600 Million Sales

    VANDALIA, Ohio, Nov. 30 -- Tube Products Corporation, a
portfolio company of Questor Partners Fund, L.P., announced today that it had
signed a definitive agreement to acquire 100 percent of the equity of AP Parts
International, Inc., Toledo, Ohio.  The purchase price was not disclosed.
    The combination creates what is believed to be the world's third largest
integrated supplier of automotive exhaust systems.  The combination also
produces a diversified global customer base, a full-line aftermarket exhaust
business and a growing international presence.  Combined sales of the
two companies will be more than $600 million in 1997.
    "While both Tube Products and AP Parts have long histories of service to
the automotive industry, it has become increasingly obvious that only through
strategic consolidations can companies meet the rising customer demands in
today's competitive marketplace," Terry Bernander, president and chief
operating officer of Tube Products, said.  "AP Parts ideally meets Tube
Products' growth strategy by complementing our product lines, expanding our
customer base and giving us a major presence in Europe."
    Both of the Ohio companies have been in the industry for more than half a
century.  Tube Products was founded in 1939 near Dayton, while AP Parts began
in 1927 in Toledo.
    AP Parts designs and manufactures a complete line of exhaust products.  It
is a world leader in tubular exhaust manifolds and has pioneered a
revolutionary stamped muffler.  The Toledo-based company also manufactures
other exhaust system components, including conventional mufflers, a full line
of aftermarket exhaust products, as well as tubular products for the heavy
truck industry.
    The company has production facilities in Toledo, OH; Granger, IN;
Pinconning, MI; Goldsboro, NC; Torsas, Sweden; and Roermond, Netherlands.  It
has approximately 2,100 employees, and its 1997 revenues will exceed
$300 million.
    Tube Products, based in Vandalia, Ohio, designs and produces various
components of automotive exhaust systems, focusing on converter downpipe
assemblies.  The company has plants in Vandalia, Troy and Franklin, Ohio, and
Louisville, Kentucky, and approximately 900 employees.  Its 1997 revenues will
be more than $300 million.
    The consolidated company, under Bernander's leadership, will have a strong
mix of customers, combining Tube Products' principal customer, General Motors,
with AP Parts' customers that include Ford in both the United States and
Europe, as well as Volvo, Mercedes Benz and Volkswagen in Europe.
    "In the past year, we have seen dramatic improvements in productivity,
product quality and employee relations at Tube Products," said Jay Alix,
managing principal of Questor.  "We recruited a strong new management team,
headed by Terry Bernander, and that group has successfully implemented a
comprehensive turnaround plan."
    Alix noted that AP Parts, while very profitable historically, had been
through a difficult period in recent years.  But he added that under the
leadership of Ralph Reins, president and chief executive officer, who joined
the company in late 1995, AP Parts has shown improved profits in Europe, has
begun to cut costs in its U.S. operations, has stabilized its aftermarket
business and is beginning to restore the confidence of the financial markets
in the company.
    "We are confident that, working with the Terry Bernander team, Ralph Reins
and other key managers at AP Parts will be able to continue and accelerate the
positive momentum already begun," Alix said.
    Questor Management Company, based in Southfield, Michigan, manages Questor
Partners Fund, which was established in 1995 to acquire underperforming and
"special situation" companies, including the non-core divisions or
subsidiaries of Fortune 1000 corporations.
    In addition to Tube Products Corporation, the fund's portfolio currently
includes TRS, Inc., Denver, CO; Channel Master, Inc., Smithfield, NC; Ockham
Holdings, PLC, London, England; and Schwinn Cycling and Fitness Inc., Boulder,
CO.
    Principals of Questor, in addition to Jay Alix, are Dan Lufkin, co-founder
of Donaldson, Lufkin & Jenrette (DLJ); Edward L. Scarff, former president of
Transamerica Corporation; and Melvyn N. Klein, a former executive of DLJ.
Alix is founder of Jay Alix & Associates, the national management consulting
and turnaround firm.

SOURCE  Tube Products Corporation