As filed with the Securities and Exchange Commission on March 23, 2012
| Registration No. 333-167111 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
_________________________________
POST EFFECTIVE AMENDMENT NO. 1
TO FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_________________________________
ACCURIDE CORPORATION
(Exact Name of Registrant as Specified in its Charter)
_________________________________
See Table of Additional Co-Registrants Included in this Registration Statement
__________________________________
| Delaware | 3714 | 61-1109077 |
(State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification Number) |
7140 Office Circle Evansville, Indiana 47715 (812) 962-5000 |
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices) |
Stephen A. Martin, Esq. Senior Vice President / General Counsel Accuride Corporation 7140 Office Circle Evansville, Indiana 47715 (812) 962-5000 |
(Name, address, including zip code, and telephone number, including area code, of agent for service) |
with copies to: Christopher D. Lueking, Esq. Latham & Watkins LLP 233 South Wacker Drive, Suite 5800 Chicago, Illinois 60606 (312) 876-7700 |
Approximate date of commencement of proposed sale to the public: Not applicable.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ý
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerate filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ¨ Accelerated filer ý Non-accelerated filer ¨ Smaller reporting company ¨
(Do not check if a smaller reporting company)
Table of Additional Co-Registrants
| Exact Name as specified in its charter | State or other jurisdiction of incorporation or organization | I.R.S. Employer Identification No. |
| Accuride Cuyahoga Falls, Inc. | Delaware | 39-1949556 |
| Accuride Distributing, LLC | Delaware | 26-2493124 |
| Accuride EMI, LLC | Delaware | N/A |
| Accuride Erie L.P. | Delaware | 76-0534862 |
| Accuride Henderson Limited Liability Company | Delaware | 61-1318596 |
| AOT Inc. | Delaware | 34-1683088 |
| AKW General Partner L.L.C. | Delaware | 76-0534861 |
| Bostrom Holdings, Inc. | Delaware | 36-4129282 |
| Bostrom Seating, Inc. | Delaware | 39-1507179 |
| Bostrom Specialty Seating, Inc. | Delaware | 36-4264182 |
| Brillion Iron Works, Inc. | Delaware | 39-1506942 |
| Erie Land Holding, Inc. | Delaware | 20-2218018 |
| Fabco Automotive Corporation* | Delaware | 13-3369802 |
| Gunite Corporation | Delaware | 13-3369803 |
| Imperial Group Holding Corp. – 1 | Delaware | 36-4284007 |
| Imperial Group Holding Corp. – 2 | Delaware | 36-4284009 |
| Imperial Group, L.P. | Delaware | 36-4284012 |
| JAII Management Company | Delaware | N/A |
| Transportation Technologies Industries, Inc. | Delaware | 25-3535407 |
| Truck Components Inc. | Delaware | 36-3535407 |
* Entity divested in a stock sale subsequent to effective date of Registration Statement
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 to our Registration Statement on Form S-1, initially filed May 26, 2010 (Registration No. 333-167111) (as amended, the “Registration Statement”), deregisters the securities remaining unsold under the Registration Statement. The offering contemplated by the Registration Statement has terminated by virtue of the expiration of our contractual obligations to maintain the effectiveness of the Registration Statement. Pursuant to the undertaking contained in the Registration Statement, we are filing this Post-Effective Amendment No. 1 to deregister, as of the effective date of this Post-Effective Amendment No. 1, all securities remaining unsold under the Registration Statement. We previously filed an amendment on Form S-1/A on March 13, 2012 to effect the deregistration of the securities described above. This Post-Effective Amendment No. 1 is being filed on Form POS AM to correct that filing error.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Accuride Corporation has duly caused this Post-Effective Amendment No. 1 to Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Evansville, State of Indiana, on March 23, 2012.
ACCURIDE CORPORATION
By: /s/ Richard F. Dauch
Richard F. Dauch
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned directors and officers of Accuride Corporation, where applicable, do hereby constitute and appoint Richard F. Dauch, Gregory A. Risch and Stephen A. Martin, and each and any of them, our true and lawful attorneys-in-fact and agents to do any and all acts and things in our names and our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our name in the capacities indicated below, which said attorneys and agents, or any of them, may deem necessary or advisable to enable Accuride Corporation to comply with the Securities Act and any rules, regulations and requirements of the Securities and Exchange Commission in connection with this registration statement or any registration statement for this offering of securities that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, including specifically, but without limitation, any and all amendments (including post-effective amendments) hereto, and we hereby ratify and confirm all that said attorneys and agents, or any of them, shall do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to Registration Statement on Form S-1 has been signed on March 23, 2012 by the following persons in the capacities indicated.
| /s/ Richard F. Dauch | President and Chief Executive Officer (Principal Executive Officer) and Director |
| Richard F. Dauch |
| /s/ Gregory A. Risch | Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
| Gregory A. Risch |
| /s/ Keith E. Busse | Director |
| Keith E. Busse |
| /s/ Benjamin C. Duster IV | Director |
| Benjamin C. Duster IV, Esq. |
| /s/ Lewis M. Kling | Director |
| Lewis M. Kling |
| * | Director (Chairman) |
| William M. Lasky |
| * | Director |
| Stephen S. Ledoux |
* /s/ Stephen A. Martin
Stephen A. Martin, as Attorney-in-Fact
Group 1 Co-Registrants
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Post-Effective Amendment No. 1 to Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Evansville, State of Indiana, on March 23, 2012.
ACCURIDE CUYAHOGA FALLS, INC.
AOT INC.
BOSTROM HOLDINGS, INC.
BOSTROM SEATING, INC.
BOSTROM SPECIALTY SEATING, INC.
BRILLION IRON WORKS, INC.
ERIE LAND HOLDING, INC.
GUNITE CORPORATION
IMPERIAL GROUP HOLDING CORP. – 1
IMPERIAL GROUP HOLDING CORP. – 2
JAII MANAGEMENT COMPANY
TRANSPORTATION TECHNOLOGIES INDUSTRIES, INC.
TRUCK COMPONENTS INC.
POWER OF ATTORNEY
We, the undersigned directors and officers of the Group 1 Co-Registrants, do hereby constitute and appoint Richard F. Dauch, Gregory A. Risch and Stephen A. Martin, and each and any of them, our true and lawful attorneys-in-fact and agents to do any and all acts and things in our names and our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our name in the capacities indicated below, which said attorneys and agents, or any of them, may deem necessary or advisable to enable the Group 1 Co-Registrants to comply with the Securities Act and any rules, regulations and requirements of the Securities and Exchange Commission in connection with this registration statement or any registration statement for this offering of securities that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, including specifically, but without limitation, any and all amendments (including post-effective amendments) hereto, and we hereby ratify and confirm all that said attorneys and agents, or any of them, shall do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to Registration Statement on Form S-1 has been signed on March 23, 2012 by the following persons in the capacities indicated.
| /s/ Richard F. Dauch | President (Principal Executive Officer) and Director |
| Richard F. Dauch |
| /s/ Gregory A. Risch | Vice President (Principal Financial Officer and Principal Accounting Officer) and Director |
| Gregory A. Risch |
Group 2 Co-Registrants
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Post-Effective Amendment No. 1 to Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Evansville, State of Indiana, on March 23, 2012.
ACCURIDE HENDERSON LIMITED LIABILITY COMPANY
AKW GENERAL PARTNER L.L.C.
| | Title: Vice President / Chief Financial Officer |
POWER OF ATTORNEY
We, the undersigned directors and officers of Accuride Corporation, where applicable, do hereby constitute and appoint Richard F. Dauch, Gregory A. Risch and Stephen A. Martin, and each and any of them, our true and lawful attorneys-in-fact and agents to do any and all acts and things in our names and our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our name in the capacities indicated below, which said attorneys and agents, or any of them, may deem necessary or advisable to enable the Group 2 Co-Registrants to comply with the Securities Act and any rules, regulations and requirements of the Securities and Exchange Commission in connection with this registration statement or any registration statement for this offering of securities that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, including specifically, but without limitation, any and all amendments (including post-effective amendments) hereto, and we hereby ratify and confirm all that said attorneys and agents, or any of them, shall do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to Registration Statement on Form S-1 has been signed on March 23, 2012 by the following persons in the capacities indicated.
| /s/ Richard F. Dauch | President and Chief Executive Officer (Principal Executive Officer) and Director |
| Richard F. Dauch |
| /s/ Gregory A. Risch | Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) and Director |
| Gregory A. Risch |
| /s/ Keith E. Busse | Director |
| Keith E. Busse |
| /s/ Benjamin C. Duster IV | Director |
| Benjamin C. Duster IV, Esq. |
| /s/ Lewis M. Kling | Director |
| Lewis M. Kling |
| * | Director (Chairman) |
| William M. Lasky |
| * | Director |
| Stephen S. Ledoux |
* /s/ Stephen A. Martin
Stephen A. Martin, as Attorney-in-Fact
Group 3 Co-Registrants
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Post-Effective Amendment No. 1 to Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Evansville, State of Indiana, on March 23, 2012.
ACCURIDE ERIE L.P.
| | By: | AKW General Partner L.L.C., |
| | Title: Vice President / Chief Financial Officer |
POWER OF ATTORNEY
We, the undersigned directors and officers of Accuride Corporation, where applicable, do hereby constitute and appoint Richard F. Dauch, Gregory A. Risch and Stephen A. Martin, and each and any of them, our true and lawful attorneys-in-fact and agents to do any and all acts and things in our names and our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our name in the capacities indicated below, which said attorneys and agents, or any of them, may deem necessary or advisable to enable the Group 3 Co-Registrants to comply with the Securities Act and any rules, regulations and requirements of the Securities and Exchange Commission in connection with this registration statement or any registration statement for this offering of securities that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, including specifically, but without limitation, any and all amendments (including post-effective amendments) hereto, and we hereby ratify and confirm all that said attorneys and agents, or any of them, shall do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to Registration Statement on Form S-1 has been signed on March 23, 2012 by the following persons in the capacities indicated.
| /s/ Richard F. Dauch | President and Chief Executive Officer (Principal Executive Officer) and Director |
| Richard F. Dauch |
| /s/ Gregory A. Risch | Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) and Director |
| Gregory A. Risch |
| /s/ Keith E. Busse | Director |
| Keith E. Busse |
| /s/ Benjamin C. Duster IV | Director |
Benjamin C. Duster IV, Esq. |
| /s/ Lewis M. Kling | Director |
| Lewis M. Kling |
| * | Director (Chairman) |
| William M. Lasky |
| * | Director |
| Stephen S. Ledoux |
* /s/ Stephen A. Martin
Stephen A. Martin, as Attorney-in-Fact
Group 4 Co-Registrants
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Evansville, State of Indiana, on March 23, 2012.
ACCURIDE DISTRIBUTING, LLC
ACCURIDE EMI, LLC
POWER OF ATTORNEY
We, the undersigned directors and officers of the Group 4 Co-Registrants, do hereby constitute and appoint Richard F. Dauch, Gregory A. Risch and Stephen A. Martin, and each and any of them, our true and lawful attorneys-in-fact and agents to do any and all acts and things in our names and our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our name in the capacities indicated below, which said attorneys and agents, or any of them, may deem necessary or advisable to enable the Group 4 Co-Registrants to comply with the Securities Act and any rules, regulations and requirements of the Securities and Exchange Commission in connection with this registration statement or any registration statement for this offering of securities that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, including specifically, but without limitation, any and all amendments (including post-effective amendments) hereto, and we hereby ratify and confirm all that said attorneys and agents, or any of them, shall do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to Registration Statement on Form S-1 has been signed on March 23, 2012 by the following persons in the capacities indicated.
| /s/ Richard F. Dauch | President (Principal Executive Officer) and Manager |
| Richard F. Dauch |
| /s/ Gregory A. Risch | Vice President (Principal Financial Officer and Principal Accounting Officer) and Manager |
| Gregory A. Risch |
Group 5 Co-Registrants
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly this Post-Effective Amendment No. 1 to Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Evansville, State of Indiana, on March 23, 2012.
IMPERIAL GROUP, L.P.
| | By: | Imperial Group Holding Corp. - 1, |
POWER OF ATTORNEY
We, the undersigned directors and officers of Imperial Group Holding Corp. - 1, do hereby constitute and appoint Richard F. Dauch, Gregory A. Risch and Stephen A. Martin, and each and any of them, our true and lawful attorneys-in-fact and agents to do any and all acts and things in our names and our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our name in the capacities indicated below, which said attorneys and agents, or any of them, may deem necessary or advisable to enable the Group 5 Co-Registrants to comply with the Securities Act and any rules, regulations and requirements of the Securities and Exchange Commission in connection with this registration statement or any registration statement for this offering of securities that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act, including specifically, but without limitation, any and all amendments (including post-effective amendments) hereto, and we hereby ratify and confirm all that said attorneys and agents, or any of them, shall do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to Registration Statement on Form S-1 has been signed on March 23, 2012 by the following persons in the capacities indicated.
| /s/ Richard F. Dauch | President (Principal Executive Officer) and Director |
| Richard F. Dauch |
| /s/ Gregory A. Risch | Vice President (Principal Financial Officer and Principal Accounting Officer) and Director |
| Gregory A. Risch |
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