Goldsmith Agio Helms Announces the Sale of Rugby Manufacturing Company to Kirtland Capital Partners

MINNEAPOLIS--July 22, 2005--Goldsmith Agio Helms is pleased to announce the completed sale of its client, Rugby Manufacturing Company ("Rugby" or the "Company"), a maker of medium-duty truck bodies and related equipment, to Kirtland Capital Partners ("KCP"). Rugby was owned primarily by two private investment groups, Hanover Partners, Inc. and Tuckerman Capital.

Simultaneously, KCP acquired Ox Bodies, Inc. another manufacturer of truck bodies and related equipment. Rugby and Ox Bodies will operate as subsidiaries of a newly formed holding company. David Halstead, managing partner at KCP, said of the transaction, "The simultaneous acquisition of two complementary businesses enables us to create a market-leader in the truck body and equipment industry that will benefit from the significant synergies that exist between the two companies. The combination presents significant opportunities to grow - both organically and through add-on acquisitions."

Mal Stevens, President and CEO of Rugby, added, "The combination of Rugby and Ox Bodies will allow both companies to offer their customers a much broader array of high-quality products." John Palmer, a partner at Hanover Partners, commented, "During our five years of ownership, we oversaw the Company's growth to a much larger, professionally managed leader in the medium-duty truck market. We are confident that Rugby will continue to grow and develop under its new ownership."

Bill Jarrett, Managing Director at Goldsmith Agio Helms, commented, "While Rugby represented a very attractive acquisition opportunity on a stand-alone basis, it became a more compelling opportunity when evaluated in conjunction with another company on the M&A market, Ox Bodies, that operated a complementary and synergistic business. Consequently, despite the complexities and risks inherent in the simultaneous acquisition and financing of two companies, we were highly receptive to KCP's approach. All parties will benefit from this transaction."

Rugby Manufacturing Company (www.rugbymfg.com), established in Rugby, North Dakota 35 years ago, is a leading designer, manufacturer, and supplier of specialized truck and trailer equipment, including hydraulic hoists and bodies for dump, landscape, and flatbed trucks. The Company sells its products nationally under the Rugby trademark into the specialized-truck distribution and trailer manufacturing industries. The specialized-truck distribution industry consists largely of truck equipment and bailment-pool companies that outfit truck chassis manufactured by the large OEMs, such as GM, Ford, and DaimlerChrysler.

Hanover Partners, Inc. (www.hanoverpartners.com), with offices in San Francisco and Lake Oswego (Oregon), acquires U.S.-based middle-market manufacturing and business service companies with revenues generally in excess of $10 million and stable operating earnings of well over $1 million.

Tuckerman Capital (www.tuckermancapital.com), a private investment firm that partners with fundless sponsors to acquire profitable manufacturing companies with enterprise values ranging from $5 million to $25 million. Based in Hanover, New Hampshire, Tuckerman Capital provides all the equity and debt capital necessary to complete an acquisition.

Kirtland Capital Partners (www.kirtlandcapital.com), founded in 1977, is a Cleveland-based private equity firm with more than $400 million of capital under management. KCP seeks to acquire operating companies that specialize in manufacturing, distribution, and business-to-business services.

Goldsmith Agio Helms (www.agio.com) provides sophisticated corporate finance advisory and investment banking 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 five offices in Minneapolis, New York, Chicago, Los Angeles, and London.