KPS SPECIAL SITUATIONS FUND II ANNOUNCES AGREEMENT TO BUY WORLDWIDE ASSETS OF THE DRESSER INSTRUMENTS DIVISION OF DRESSER, INC.

ANNOUNCES FORMATION OF ASHCROFT HOLDINGS, INC.

New York, NY (September 6, 2005) -- KPS Special Situations Fund II (“KPS”) announced today that it has signed an agreement to buy substantially all of the assets of the Dresser Instruments Division of Dresser, Inc. KPS will acquire the assets through a newly formed company, Ashcroft Holdings, Inc.

KPS and Dresser expect the transaction to close early in the fourth quarter of 2005. The closing of the transaction is subject to the satisfaction of certain customary closing conditions, including the receipt of required consents.

About Dresser’s Instruments Division

Dresser’s Instruments division (www.dresserinstruments.com) manufactures a variety of pressure gauges, transducers, transmitters, pressure and temperature switches and other devices used in a wide variety of applications and industries. Its products include the Ashcroft®, Ebro®, Heise®, Weksler® and Willy™ brands. Dresser’s Instruments business employs approximately 1,060 worldwide, including 450 in Stratford, Conn., where it has its worldwide headquarters and a manufacturing facility. It also has operations in Brazil, Germany, Canada, Mexico and Singapore and joint ventures in Saudi Arabia and Venezuela.

About KPS Special Situations Funds

KPS Special Situations Funds are a family of private equity funds with over $600 million of committed capital focused on constructive investing in restructurings, turnarounds and other special situations. KPS has created new companies to purchase operating assets out of bankruptcy; established stand-alone entities to operate divested assets; and recapitalized highly leveraged public and private companies. The KPS investment strategy targets companies with strong franchises that are experiencing operating and financial problems. KPS invests its capital concurrently with a turnaround plan predicated on cost reduction, capital investment, and capital availability. Typically, the KPS turnaround plan is accompanied by a financial restructuring of the company's liabilities. The KPS investment strategy and portfolio companies are described in detail at the firm’s website: www.KPSFUND.com