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HDA Parts and Quality Distribution Service Partners Announce Plans to Merge

14 June 1999

HDA Parts System, Inc. and Quality Distribution Service Partners, Inc. Announce Plans to Merge

    DEERFIELD, Ill., and ITASCA, Ill., June 11 -- Two of the
nation's leading aftermarket distributors of heavy-duty truck parts today
announced plans to merge their operations.  HDA Parts System, Inc. ("HDAPS")
headquarted in Deerfield, Ill., and Quality Distribution Service Partners,
Inc. ("QDSP") of Itasca, Ill., have signed a letter of intent to form the
largest independent distributor in the heavy-duty truck parts aftermarket.
The merged company will be named FleetPride.
    FleetPride will have revenues exceeding $500 million with more than 150
locations nationwide.  Each of the company's locations will carry a full line
of nationally recognized brand name parts.  In addition, FleetPride will offer
an array of in-house re-manufactured products such as brake shoes,
transmissions, rear axles and driveline components.  Truck repair services
also are offered at many locations.
    "HDAPS and QDSP are an excellent strategic fit," said John Greisch,
president and chief executive officer of HDAPS, who will become president,
chief executive officer and a director of FleetPride when the merger is
completed.  "With the merger of HDAPS and QDSP we are able to accelerate the
achievement of our mission to create the first nationally integrated
distributor in the heavy-duty aftermarket.  This means our customers can look
forward to an efficient, customer-oriented organization with the financial
resources to invest in innovative product, service and distribution
technologies for the future."
    Over the past year HDAPS and QDSP have acquired a number of the strongest
local and regional distributors in the industry, some of which have been in
the business for more than 50 years.  "The combination of HDAPS and QDSP will
result in the creation of one of the leading independent distributors in the
heavy-duty aftermarket," said Greisch.  "The capabilities of the merged
companies will provide our customers extensive national distribution coverage
that will be unparalleled in the industry.  The merger also will provide the
opportunity for further cost reductions, new customer alliances, and
additional marketing and purchasing efficiencies."
    Bill Wade, president and chief executive officer of QDSP, will be chairman
and a director of FleetPride until January 1, 2000 at which time Greisch will
assume the position of chairman.  Wade will continue to be a director of
FleetPride following January 1, 2000.  Wade said, "The local market position
of the two companies will be significantly strengthened by this combination.
The enhanced product offering and broader geographic coverage that will be
available to our customers as a result of this merger will allow all of our
operations to provide greater service to our expanding customer base."
    HDAPS and QDSP were both formed in 1998 by two Los Angeles based private
equity firms, Brentwood Associates and Aurora Capital Group, respectively.
Brentwood and Aurora, together with certain of their affiliated funds, will be
equal shareholders in FleetPride.  The combination will be structured as a
stock merger with the shareholders of QDSP receiving HDAPS stock with a value
of approximately $68 million.  In addition, at the time of the merger HDAPS is
expected to receive proceeds in the amount of approximately $40 million in
cash from the issuance of new equity to certain existing shareholders of HDAPS
and QDSP.
    The merger is subject to customary regulatory approval and is expected to
be finalized by the end of September.
    Comments in this release contain forward-looking statements, which are
based on management's good faith expectations and beliefs concerning future
developments.  Actual results may materially differ from these expectations as
a result of many factors.