DeCrane Aircraft Holdings Signs Definitive Agreement to Acquire MSA Aircraft Interior Products Inc.

EL SEGUNDO, Calif.--(BUSINESS WIRE)--Oct. 19, 1998--

Acquisition Highlights:

-- Growth Opportunities;

-- Substantially Increases Sales to Gulfstream;

-- Increases DeCrane's Participation in the

High-End Corporate Jet Markets With

Gulfstream, Boeing BBJ, Bombardier and Airbus CJ

DeCrane Aircraft Holdings Inc., a leading manufacturer of avionics components and an avionics-systems integrator for the commercial and high-end corporate aircraft industry, and MSA Aircraft Interior Products Inc. (MSA) Monday jointly announced the signing of a definitive agreement under which DeCrane will acquire San Antonio- based MSA, a leading designer and provider of cabin-interior products.

Chief Executive Officer R. Jack DeCrane believes MSA's business fundamentals strongly complement the company's current business mix and will greatly extend DeCrane's product and service franchise in cabin-interior products. DeCrane further noted that the company's competitive standing will be strengthened in the high-growth, high-end corporate jet market.

Transaction Terms

Structured as an all-cash transaction, funding for the acquisition is to be provided from internal cash flow and borrowings under the company's new credit facility. Other terms of the transaction were undisclosed.

Fits DeCrane's Key Acquisition Criteria

Stated DeCrane: "In addition to a strong track record of increasing revenues, margins and profits, we found MSA attractive because it met several of our fundamental acquisition criteria.

"MSA is a market leader in the product niches it serves, so there are considerable strategic benefits to us in terms of deepening our existing customer relationships, such as with Gulfstream, Boeing and Bombardier, and potentially adding new customers."

Mike Spraggins, MSA president and founder, said, "We are quite pleased to have aligned ourselves with DeCrane, a company that shares our vision for growth."

Continued Spraggins, "We firmly believe our long-standing track record of innovation in the development of new products and the sophistication with which we manage the process as evidenced by our many patents will be enhanced by our new relationship with DeCrane."

Spraggins further noted, "A focus on providing solutions to complex design requirements, superior engineering capabilities, highly reliable products and strong internal control systems are the competitive advantages which have enabled MSA to distinguish itself from its competitors and establish a leading market position.

"All of these traits are similar to those in place at DeCrane, and we believe our combined companies will be even better equipped to continue successfully executing our long-term growth plan," concluded Spraggins.

Long-Established Market Leader, Product Innovator, Strong

Customer Base

MSA, founded in 1986, is a privately held corporation well known as a leader in the design, development and manufacture of custom aircraft window-shade systems.

Serving customers throughout the world, MSA products are supplied to leading corporate aircraft such as Gulfstream, Canadair, Falcon Jet, Cessna and British Aerospace, Lockheed, McDonnell Douglas and Airbus Industrie, as well as head-of-state wide-body aircraft and private commercial transport aircraft.

An innovator in aircraft interior-product development, noteworthy achievements by MSA include introducing several generations of its Accordia Window Shade Systems (including motorized versions), Ultra Slim windows, interior cabin liners and custom showers.

Strategy of Maximizing DeCrane's Position in the Corporate

Jet Cabin

MSA's products, combined with the seats, divans and tables of DeCrane's Florida-based Dettmers Industries Inc. and the cabin controls, switches, audio, video and lighting products of DeCrane's Arkansas-based Audio International, allow DeCrane to participate further with corporate jet OEMs, completion centers and aircraft- interior designers.

MSA will operate as a separate subsidiary, keeping intact its talented management team led by Spraggins, who will report to DeCrane President Chuck Becker.

DeCrane Aircraft Holdings, which was acquired in August by DeCrane Acquisition Co., a subsidiary of DLJ Merchant Banking Partners II L.P., is a leading manufacturer of avionics components and a provider of avionics systems-integration services in certain niche markets of the commercial aircraft and high-end corporate jet industries. The company's products and services typically are utilized to provide an interface between an aircraft and its avionic systems.

MSA Aircraft Interior Products is a leading designer and manufacturer of first-class cabin enhancements, custom aircraft window-shade systems, interior components and lighting products, as well as the originator of the patented Accordia pleated shade system.

DLJ Merchant Banking Partners II, a $3 billion fund dedicated to private equity and equity-related investments, seeks significant capital appreciation through domestic and international investments in common or preferred stock and debt or other securities in leveraged acquisitions and corporate joint ventures.

Since its formation in November 1996, DLJ Merchant Banking Partners II has consummated (or contracted to consummate) 22 transactions valued at approximately $10 billion, the largest of which include Ameriserve, DecisionOne, Duane Reade, Thermadyne and Von Hoffman Press.

For more information about DeCrane Aircraft Holdings via facsimile, call 800/PRO-INFO and dial client code DAHX.

Except for historical information contained herein, this document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements involve known and unknown risks and uncertainties that may cause the company's actual results or outcomes to be materially different from those anticipated and discussed herein. Further, the company operates in an industry sector where securities values may be volatile and may be influenced by regulatory and other factors beyond the company's control. Important factors that the company believes might cause such differences are discussed in the cautionary statements accompanying the forward-looking statements in the company's reports filed with the Securities and Exchange Commission. In assessing forward-looking statements contained herein, readers are urged to read carefully all cautionary statements contained in those filings with the Securities and Exchange Commission.