Starcraft, Wheel to Wheel, Tecstar Agree to Combine in $122 Million Transaction

GOSHEN, Ind.--Oct. 3, 20030, 2003--

Kelly L. Rose to Appoint Co-CEOs for the Combined Company, Remains Chairman of the Board; Starcraft Expects Revenues of $192 million, Net Income of $11.6 Million For Fiscal Year 2003

Starcraft Corporation announced today that it has signed a definitive merger agreement with Wheel to Wheel, Inc. of Troy, Mich. and its shareholders. The agreement calls for Starcraft to acquire the remaining 50 percent ownership of Tecstar LLC and Tecstar Canada that it does not currently own through the merger of closely held Wheel to Wheel, an automotive engineering and design business.

Under the agreement, Starcraft will issue 3.55 million shares of Starcraft Corporation common stock. Based on the trailing 30 day average closing price of Starcraft common shares, the transaction is currently valued at approximately $122 million. The final value of the transaction is dependent upon the market price of Starcraft common stock at the time of closing as the number of shares to be issued in the transaction is fixed. After the transaction, the current owners of Wheel to Wheel will own approximately 40% of Starcraft's fully diluted shares outstanding.

The transaction will be effected by merging Wheel to Wheel into a newly created subsidiary of Starcraft, which will exchange Starcraft common shares for shares of Wheel to Wheel. As a result of the merger, Starcraft will own directly or indirectly 100% of the equity interest in Tecstar.

Starcraft and Wheel to Wheel jointly formed Tecstar in 1998. Tecstar provides and installs appearance enhancement items on vehicles provided by and returned to an original equipment manufacturer. Tecstar had sales of approximately $190 million for the fiscal year ended September 30, 2003. Wheel to Wheel had annual revenues to customers other than Tecstar of approximately $8.7 million in fiscal year 2003, which includes revenues from production, design, engineering, validation and testing of automobiles and automotive components.

"Tecstar provides substantially all of the revenues and net income of Starcraft Corporation," said Kelly L. Rose, Chairman of the Board. "This move enables us to become a single-focus company with improved financial flexibility, allowing Starcraft to more effectively take advantage of new opportunities that will enhance shareholder value."

Under terms of the agreement, Rose, 51, currently Chairman and Chief Executive Officer of Starcraft, will remain Chairman of the Board of the combined company. Jeff Beitzel, 49, currently President of Wheel to Wheel and Tecstar and Mike Schoeffler, 42, currently Starcraft President and Chief Operating Officer, will become co-CEOs of Starcraft Corporation after the merger. The Company's headquarters will remain in Goshen, Indiana.

"As Starcraft evolves, this co-CEO structure is ideal," Rose noted. "Mike Schoeffler currently handles financial and corporate strategy, aftermarket parts operations and investor relations, while Jeff Beitzel will have day-to-day responsibility for all manufacturing and engineering operations. Their complementary experience will unify our corporate structure while helping clarify management's roles and accountability."

Richard Anderson, 50 and Doug Goad, 46, currently executive vice presidents of Wheel to Wheel and Tecstar, will hold the same titles at Starcraft after the merger. "I have enjoyed a long, solid working relationship with Doug and Rich," Beitzel added. "Their expertise has helped us successfully penetrate the automotive industry since Wheel to Wheel was founded in 1995. They will be major assets to the combined company."

After the merger, Goad, Anderson and Beitzel are to be appointed to Starcraft's Board of Directors. "All three have spent the majority of their careers in the automotive industry," Schoeffler noted. "Their presence on the board will provide excellent insight for future corporate development and growth opportunities." Starcraft also expects to appoint two more independent directors to its Board to comply with anticipated NASDAQ listing requirements.

The directors of Starcraft and the directors and shareholders of Wheel to Wheel have approved the agreement. Completion of the transaction is subject to regulatory approvals and an affirmative vote of a majority of Starcraft's shareholders. Members of Starcraft's management and Board of Directors, representing approximately 36 percent of the Starcraft shares outstanding, have expressed their intention to vote in favor of the transaction.

Starcraft shareholders will receive a proxy statement in December 2003, containing additional information about the proposed transaction. The Company expects to hold a shareholder meeting in January 2004 to vote on the agreement. If approved, it is anticipated the merger would be effective immediately following the meeting.

FISCAL 2003 EARNINGS ESTIMATE:

Separately, the Company announced it expects improved revenues and earnings for the fourth quarter and fiscal year ended September 28, 2003. The Company expects revenues of $192 million for fiscal year 2003 compared to $105 million in the prior year. Net income is estimated to be $11.6 million, or $2.44 per basic share and $2.21 per fully diluted share this year. Fiscal 2002 net income was $3.0 million, or $0.65 per basic share and $0.55 per fully diluted share.

Revenues for the quarter are expected to be $43 million, compared to $31 million for the fourth quarter of fiscal 2002. Net earnings for the quarter are expected to be $2.6 million, or $0.55 per basic share and $0.49 per diluted share. In fiscal 2002 the Company incurred a net loss of $946,000 in the fourth quarter, or a loss of $0.20 per basic share. During the fourth quarter of fiscal 2002 the Company incurred a one-time charge of $2.1 million related to the redemption of certain warrants and options.

These results are preliminary and subject to final review. The Company plans to report full fourth quarter and year-end results after the close of the market on November 18, 2003.

INVESTOR CONFERENCE CALL:

An investor teleconference will be held on Friday, October 31, 2003, at 11:30 a.m. EST to discuss the merger agreement. Investors may participate in the teleconference call by calling (800) 884-5695 within ten minutes prior to the call and providing the conference pass code #91329281. A tape replay of the call will be available two hours after the conclusion of the conference through November 7, 2003 by dialing (888) 286-8010 and providing the replay pass code #91369623.

Starcraft Corporation, through its joint-venture ownership interest in Tecstar, is a leading supplier to the OEM automotive supply market. It also supplies after-market parts and accessories to wholesale and retail customers throughout North America.

This news release contains forward-looking statements regarding Starcraft's business operations and outlook, including projections of revenues and earnings, prospects for consummation of the proposed business combination and certain governance and operational changes that may follow such transaction if effected. Investors are cautioned that actual results may differ materially from such forward-looking statements. Forward-looking statements involve risks and uncertainties including, but not limited to regulatory reviews, shareholder approvals, and other important factors, in addition to risks and uncertainties detailed in the Company's Form 10-K for fiscal 2002 filed with the Securities and Exchange Commission.