Heico Corp. to Acquire Jet Engine Parts Company Ptm International; Makes Second Significant Acquisition This Week.

MIAMI--(BUSINESS WIRE)--June 3, 1998--In its second acquisition this week, HEICO Corporation (ASE:HEI and HEI.A), a leading U.S. jet engine aviation parts manufacturer and supplier of other aircraft products, announced today that it has reached agreement to acquire all of the assets and certain liabilities of privately held, Miami-based jet-engine parts company PTM International for $15 million in cash. HEICO also agreed to pay up to an additional $5 million to the sellers if PTM meets certain earnings targets in the next two years.

The acquisition agreement follows HEICO's Monday announcement that it has agreed to purchase a controlling interest in French aviation company Teleflex-Lionel-Dupont, for HEICO Class A common stock valued at $63 million.

PTM designs and manufactures factory new, FAA-approved aircraft jet engine replacement components. In the 12 months ended December 31, 1997, PTM reported pre-tax income, before shareholder withdrawals, of approximately $2 million on net revenue of approximately $5 million. During the four months ended April 30, 1998, PTM reported pre-tax income of slightly less than $1 million on net revenue of approximately $2 million.

PTM's purchase would have been accretive to HEICO's earnings per share on a pro-forma basis in its fiscal year ended October 31, 1997, Laurans A. Mendelson, HEICO's chairman, president and chief executive officer said.

Mendelson said the PTM acquisition reinforces HEICO's Flight Support Group as the world's leading non-original equipment manufacturer of factory new, FAA-approved jet aircraft engine replacement components.

"It immediately adds to our pool of FAA Parts Manufacturing Approvals (PMA) as well as the talent to produce new PMAs in the future -- all of which is consistent with our overall goal to supply the highest quality PMA parts at reasonable prices to the world's airlines and airmotives," Mendelson said.

HEICO posted revenues of more than $64 million and net income of just over $7 million in the fiscal year ended Oct. 31, 1997. In the first six months of the current fiscal year, revenues reached a record $42.5 million. Earnings were at an all-time high of $4.7 million.

The PTM transaction is subject to satisfactory due diligence by HEICO and other customary closing conditions. Mendelson said HEICO expects the transaction to close within 90 days, barring legal and regulatory delays.

PTM management plans to remain with HEICO following the acquisition, and PTM will operate as part of the company's Hollywood, FL-based Flight Support Group, known as HEICO Aerospace Holdings Corp. HEICO Aerospace Holdings is 20% owned by the Lufthansa Technik subsidiary of Lufthansa German Airlines.

HEICO Corporation is a rapidly-growing company operating in certain niche segments of the aerospace, aviation and defense industries through its HoIIywood, Fla.-based HEICO Aerospace Holdings Corp. subsidiary and through its Miami-based HEICO Aviation Products Corp. subsidiary. HEICO's customers include a majority of the world's airlines and airmotives as well as numerous defense contractors and military agencies worldwide, including the United States Air Force, Navy and NASA.

Certain matters discussed in this press release include forward-looking statements which involve risks and uncertainties. The Company's actual experience may differ materially from that discussed as a result of factors, including, but not limited to, the Company's ability to achieve operating synergies from this and other acquisitions, lower commercial air travel, product specification costs and requirements, governmental and regulatory demands, competition on military programs, product pricing levels, economic conditions within and outside of the aerospace, aviation and defense industries and the market prices of HEICO's shares. Parties receiving this material are encouraged to review all filings of the Company with the Securities and Exchange Commission, including, but not limited to, filings on Forms 10-K, Forms 10-Q and Forms 8-K. For more information concerning HEICO, please see our World Wide Web site at: http://www.stockprofile.com/hei/

    CONTACT:  Weber/RBB
               Larry Birger/John P. David
               305-448-7450
               or
               HEICO Corp.
               Victor Mendelson, 305-374-1745
               Thomas S. Irwin, 954-987-4000