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Delphi Automotive Proceeding With ASEC Acquisition

23 June 1998

Delphi Automotive Proceeding With ASEC Acquisition; Gives Delphi Key Competitive Advantage

    TULSA, Okla., June 23 -- Delphi Automotive Systems announced
today it has signed an agreement with AlliedSignal Inc. to acquire
full ownership of ASEC, a joint venture with AlliedSignal for the manufacture
of automotive catalysts.  Delphi expects to finalize the transaction on
June 30, 1998.
    According to Donald L. Runkle, general manager of Delphi Energy & Engine
Management Systems, acquiring ASEC provides a strategic advantage for Delphi.
    "The full acquisition further strengthens Delphi as a strong automotive
supplier with capabilities to provide our customers with the entire engine
management and converter value chain," Runkle said.
    "Simply put," Runkle said, "ASEC is a natural fit for Delphi.  We offer
customers solutions for the entire engine management system -- from the flow
of air and fuel into the engine to the combustion process and cleaning of
exhaust emissions."
    Delphi provides complete applications engineering services and links all
the subcomponents of the catalytic converters to provide an emissions
solution, Runkle said.  Delphi is working to link the converter design with
the engine management system for a more optimized emissions solution.
    Guy S. Jones, who recently was named ASEC managing director for the
657-person operation, said ASEC will retain its name and trademark.
    Jones said that ASEC and Delphi will build on one another's strengths.
ASEC, which will become a subsidiary of Delphi, will continue to supply
catalysts to its worldwide customer base.  In addition, Delphi will continue
to purchase catalysts from ASEC and other suppliers to meet our customers'
needs.
    Delphi will continue to offer its customers an emissions solution
engineered for their specific application.  And, in keeping with Delphi
policy, he said, both will continue to maintain customer confidentiality and
secure customers' proprietary information.
    ASEC manufactures catalysts in Tulsa, as well as San Luis Potosi, Mexico;
Florange, France; and Rayong, Thailand.
    Employees were notified of the transaction today in meetings held
throughout ASEC.
    ASEC was formed in November 1994 as a 50/50 joint venture between
AlliedSignal and Delphi for production and sale of automotive catalysts.
    Delphi Energy & Engine Management Systems is a division of Delphi
Automotive Systems, with lead responsibility for the generation, conversion
and storage of electrical energy, the flow of air and fuel into an engine, the
combustion process and cleaning of exhaust emissions.  Headquartered in Flint,
Mich., the division employs over 29,000 men and women in 39 manufacturing
plants, 10 engineering centers and 19 sales offices in 21 countries.
    Delphi Automotive Systems, with headquarters in Troy, Mich., USA, is the
world's most diversified supplier of automotive components, systems and
modules.  With the addition of Delphi Delco Electronics Systems, Delphi
operates 208 manufacturing facilities, 46 ventures and 27 technical centers in
37 countries.  Regional headquarters are located in Paris, Tokyo and
Sao Paulo.
    Delphi can be found on the Internet at http://www.delphiauto.com.