As Filed with the Securities and Exchange Commission on November 12, 1999 Registration No. 333-75887 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------- Pre-Effective Amendment No. 4 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------- HDA PARTS SYSTEM, INC. (exact name of registrant as specified in its charter) ---------------- See Table of Additional Registrants ---------------- Alabama 5013 63-068-1070 (State or other jurisdiction of (Primary standard industrial (IRS Employer incorporation or organization) classification code number) Identification Number) 520 Lake Cook Road Deerfield, Illinois 60015 (847) 444-1095 (Address, including zip code, and telephone number, including area code of Registrant's principal executive office) JOHN P. MILLER Chief Financial Officer HDA Parts System, Inc. 520 Lake Cook Road Deerfield, Illinois 60015 (847) 444-1095 (Name, address, including zip code, and telephone number, including area code, of Agent for service) With Copies To: RANDALL C. BASSETT, ESQ. ELIZABETH A. BLENDELL, ESQ. Latham & Watkins 633 West Fifth Street, Suite 4000 Los Angeles, California 90071 (213) 485-1234 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- TABLE OF ADDITIONAL REGISTRANTS Exact Name of Registrant as Specified in its State or Other Jurisdiction of Charter Incorporation or Organization - -------------------------------------------- ----------------------------- City Truck Holdings, Inc. Delaware City Truck and Trailer Parts of Alabama, Inc. Alabama City Truck and Trailer Parts of Alabama, L.L.C. Alabama City Truck and Trailer Parts of Tennessee, Inc. Tennessee City Friction, Inc. Alabama Truck & Trailer Parts, Inc. Georgia Truckparts, Inc. Connecticut Associated Brake Supply, Inc. California Associated Truck Center, Inc. California Onyx Distribution, Inc. California Associated Truck Parts of Nevada, Inc. Nevada Freeway Truck Parts of Washington, Inc. Washington Tisco, Inc. California Tisco of Redding, Inc. California Active Gear, L.L.C. Washington Superior Truck & Auto Supply, Inc. Massachusetts QDSP Holdings, Inc. Delaware Quality Distribution Service Partners, Inc. Delaware Automotive Sales Company, Inc. Delaware City Spring Works, Inc. Delaware Fleetpride, Inc. Delaware Holt Incorporated Delaware SLM Power Group, Inc. Delaware Truck City Parts, Inc. Delaware Universal Joint Sales Company, Inc. Delaware Wheatley Truck Parts, Inc. Delaware CB Acquisition Sub, Inc. Delaware New England Truck & Auto Service, Inc. Massachusetts TBS, Incorporated Arizona Four-T Sales & Service, Inc. Nebraska Stats Remanufacturing Center, Inc. Nebraska Power Export Distributing Company Texas Power Equipment International, Inc. Texas Parts Management Company Texas Parts Holding Company Nevada Specialized Sales & Service, Inc. Oregon Parts Distributing Company, Ltd. Texas Wheels and Brakes, Inc. Georgia Specrite Brake Company Georgia SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Pre-Effective Amendment No. 4 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Deerfield, State of Illinois, on November 12, 1999. HDA PARTS SYSTEM, INC. CITY TRUCK HOLDINGS, INC. /s/ John J. Greisch By: _________________________________ Name: John J. Greisch President and Chief Executive Officer Title: Pursuant to the requirements of the Securities Act of 1933, this Pre- Effective Amendment No. 4 to the registration statement has been signed by the following persons in the capacities indicated on November 12, 1999. Signature Title --------- ----- /s/ John J. Greisch President and Chief Executive Officer and ____________________________________ Director (Principal Executive Officer) John J. Greisch /s/ John P. Miller Vice President, Chief Financial Officer ____________________________________ and Secretary (Principal Financial and John P. Miller Accounting Officer) * Chairman of the Board of Directors ____________________________________ Frederick J. Warren ____________________________________ Director Robert Anderson * Director ____________________________________ W. Larry Clayton * Director ____________________________________ Christopher A. Laurence * Director ____________________________________ Richard R. Crowell II-6 Signature Title --------- ----- * Director ____________________________________ Gerald L. Parsky * Director ____________________________________ William S. Wade /s/ JOHN J. GREISCH *By: __________________________ John J. Greisch Attorney-in-Fact II-7 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Pre-Effective Amendment No. 4 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Deerfield, State of Illinois, on November 12, 1999. CITY TRUCK AND TRAILER PARTS OF ALABAMA, INC. CITY TRUCK AND TRAILER PARTS OF TENNESSEE, INC. CITY FRICTION, INC. /s/ John P. Miller By: _________________________________ Name: John P. Miller Title: Vice President Pursuant to the requirements of the Securities Act of 1933, this Pre- Effective Amendment No. 4 to the registration statement has been signed by the following persons in the capacities indicated on November 12, 1999. Signature Title --------- ----- * President & Secretary (Principal ____________________________________ Executive Officer) and Director W. Larry Clayton /s/ John P. Miller Vice President (Principal Financial and ____________________________________ Accounting Officer) John P. Miller * Director ____________________________________ Frederick J. Warren * Director ____________________________________ Christopher A. Laurence /s/ John P. Miller *By: __________________________ John P. Miller Attorney-in-fact II-8 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Pre-Effective Amendment No. 4 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Deerfield, State of Illinois, on November 12, 1999. CITY TRUCK AND TRAILER PARTS OF ALABAMA, L.L.C. By: HDA Parts System, Inc., its sole member /s/ John J. Greisch By: _________________________________ Name: John J. Greisch President and Chief Executive Officer Title: Pursuant to the requirements of the Securities Act of 1933, this Pre- Effective Amendment No. 4 to the registration statement has been signed by the following persons in the capacities indicated on November 12, 1999. Signature Title --------- ----- /s/ John J. Greisch President and Chief Executive Officer and ____________________________________ Director (Principal Executive Officer) John J. Greisch /s/ John P. Miller Vice President, Chief Financial Officer and ____________________________________ Secretary (Principal Financial and John P. Miller Accounting Officer) * Chairman of the Board of Directors ____________________________________ Frederick J. Warren * Director ____________________________________ Robert Anderson II-9 Signature Title --------- ----- * Director ____________________________________ W. Larry Clayton * Director ____________________________________ Christopher A. Laurence * Director ____________________________________ Richard R. Crowell * Director ____________________________________ Gerald L. Parsky * Director ____________________________________ William S. Wade *By: /s/ JOHN J. GREISCH - ------------------------------- John J. Greisch Attorney-in-Fact II-10 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Pre-Effective Amendment No. 4 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Deerfield, State of Illinois, on November 12, 1999. TRUCK & TRAILER PARTS, INC. /s/ John J. Greisch By: _________________________________ Name: John J. Greisch Title: President Pursuant to the requirements of the Securities Act of 1933, this Pre- Effective Amendment No. 4 to the registration statement has been signed by the following persons in the capacities indicated on November 12, 1999. Signature Title --------- ----- /s/ John J. Greisch President (Principal Executive Officer) ____________________________________ and Director John J. Greisch /s/ John P. Miller Secretary (Principal Financial and ____________________________________ Accounting Officer) and Director John P. Miller * Director ____________________________________ W. Louis Bissette III /s/ John J. Greisch *By: - ------------------------------- John J. Greisch Attorney-in-Fact II-11 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Pre-effective Amendment No. 4 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Deerfield, State of Illinois, on November 12, 1999. TRUCKPARTS, INC. /s/ John J. Greisch By: _________________________________ Name: John J. Greisch Title: Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Pre- Effective Amendment No. 4 to the registration statement has been signed by the following persons in the capacities indicated on November 12, 1999. Signature Title --------- ----- /s/ John J. Greisch Chief Executive Officer (Principal ____________________________________ Executive Officer) and Director John J. Greisch /s/ John P. Miller Vice President of Finance (Principal ____________________________________ Financial and Accounting Officer) and John P. Miller Director * Director ____________________________________ Anthony N. Vingiano * Director ____________________________________ James T. Stone /s/ John J. Greisch *By: __________________________ John J. Greisch Attorney-in-Fact II-12 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Pre-Effective Amendment No. 4 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Deerfield, State of Illinois, on November 12, 1999. ASSOCIATED BRAKE SUPPLY, INC. ASSOCIATED TRUCK CENTER, INC. ONYX DISTRIBUTION, INC. ASSOCIATED TRUCK PARTS OF NEVADA, INC. FREEWAY TRUCK PARTS OF WASHINGTON, INC. /s/ John P. Miller By: _________________________________ Name: John P. Miller Title:Vice President and Secretary Pursuant to the requirements of the Securities Act of 1933, this Pre- Effective Amendment No. 4 to the registration statement has been signed by the following persons in the capacities indicated on November 12, 1999. Signature Title --------- ----- * President (Principal Executive Officer) ____________________________________ and Director David S. Seewack /s/ John P. Miller Vice President and Secretary (Principal ____________________________________ Financial and Accounting Officer) John P. Miller /s/ John J. Greisch Director _______________________________ John J. Greisch * Director ____________________________________ Christopher A. Laurence * Director ____________________________________ Frederick J. Warren * Director ____________________________________ Scott Spiwak /s/ John P. Miller *By: __________________________ John P. Miller Attorney-in-Fact II-13 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Pre-Effective Amendment No. 4 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Deerfield, State of Illinois, on November 12, 1999. TISCO, INC. TISCO OF REDDING, INC. /s/ John P. Miller By: _________________________________ Name: John P. Miller Title:Vice President and Secretary Pursuant to the requirements of the Securities Act of 1933, this Pre- Effective Amendment No. 4 to the registration statement has been signed by the following persons in the capacities indicated on November 12, 1999. Signature Title --------- ----- * President (Principal Executive Officer) ____________________________________ and Director Gregory D. Mathis /s/ John P. Miller Vice President and Secretary (Principal ____________________________________ Financial and Accounting Officer) John P. Miller /s/ John J. Greisch Director ____________________________________ John J. Greisch * Director ____________________________________ Christopher A. Laurence * Director ____________________________________ Frederick J. Warren /s/ John P. Miller *By: __________________________ John P. Miller Attorney-in-Fact II-14 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Pre-Effective Amendment No. 4 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Deerfield, State of Illinois, on November 12, 1999. SUPERIOR TRUCK & AUTO SUPPLY, INC. /s/ John P. Miller By: _________________________________ Name: John P. Miller Title:Vice President and Secretary Pursuant to the requirements of the Securities Act of 1933, this Pre- Effective Amendment No. 4 to the registration statement has been signed by the following persons in the capacities indicated on November 12, 1999. Signature Title --------- ----- * President and Director (Principal ____________________________________ Executive Officer) L. Scott Esposito /s/ John P. Miller Vice President and Secretary (Principal ____________________________________ Financial and Accounting Officer) John P. Miller * Director ____________________________________ Christopher A. Laurence * Director ____________________________________ Frederick J. Warren /s/ John J. Greisch Vice President and Director ____________________________________ John J. Greisch /s/ John P. Miller *By: __________________________ John P. Miller Attorney-in-fact II-15 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Pre-Effective Amendment No. 4 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Deerfield, State of Illinois, on November 12, 1999. ACTIVE GEAR, L.L.C. By: HDA Parts System, Inc., its sole member /s/ John J. Greisch By: _________________________________ Name: John J. Greisch Title: President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Pre- Effective Amendment No. 4 to the registration statement has been signed by the following persons in the capacities indicated on November 12, 1999. Signature Title --------- ----- /s/ John J. Greisch President and Chief Executive Officer and ____________________________________ Director (Principal Executive Officer) John J. Greisch /s/ John P. Miller Vice President, Chief Financial Officer ____________________________________ and Secretary (Principal Financial and John P. Miller Accounting Officer) * Director ____________________________________ Frederick J. Warren * Director ____________________________________ Robert Anderson * Director ____________________________________ W. Larry Clayton II-16 Signature Title --------- ----- * Director ____________________________________ Christopher A. Laurence * Director ____________________________________ Richard R. Crowell * Director ____________________________________ Gerald L. Parsky * Director ____________________________________ William S. Wade /s/ John J. Greisch *By: ________________________________ John J. Greisch Attorney-in-Fact II-17 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Pre-Effective Amendment No. 4 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Deerfield, State of Illinois, on November 12, 1999. WHEELS AND BRAKES, INC. SPECRITE BRAKE COMPANY By: /s/ John J. Greisch _____________________________________ Name: John J. Greisch Title: President and Assistant Treasurer Pursuant to the requirements of the Securities Act of 1933, this Pre- Effective Amendment No. 4 to the registration statement has been signed by the following persons in the capacities indicated on November 12, 1999. Signature Title --------- ----- /s/ John J. Greisch President, Assistant Treasurer and ____________________________________ Director (Principal Executive Officer) John J. Greisch /s/ John P. Miller Vice President Treasurer, Secretary and ____________________________________ Director (Principal Financial and John P. Miller Accounting Officer) * Director ____________________________________ Christopher A. Laurence /s/ John J. Greisch *By: _______________________________ John J. Greisch Attorney-in-Fact II-18 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Pre-Effective Amendment No. 4 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Deerfield, State of Illinois, on November 12, 1999. QDSP HOLDINGS, INC. QUALITY DISTRIBUTION SERVICE PARTNERS, INC. AUTOMOTIVE SALES COMPANY, INC. CITY SPRING WORKS, INC. FLEETPRIDE, INC. HOLT, INCORPORATED SLM POWER GROUP, INC. TRUCK CITY PARTS, INC. UNIVERSAL JOINT SALES COMPANY, INC. WHEATLEY TRUCK PARTS, INC. CB ACQUISITION SUB, INC. NEW ENGLAND TRUCK & AUTO SERVICE, INC. TBS, INCORPORATED FOUR-T SALES & SERVICE, INC. STATS REMANUFACTURING CENTER, INC. POWER EXPORT DISTRIBUTING COMPANY POWER EQUIPMENT INTERNATIONAL, INC. PARTS MANAGEMENT COMPANY PARTS HOLDING COMPANY SPECIALIZED SALES & SERVICE, INC. PARTS DISTRIBUTING COMPANY, LTD. /s/ John J. Greisch By: _________________________________ Name: John J. Greisch Title: President II-19 Pursuant to the requirements of the Securities Act of 1933, this Pre- Effective Amendment No. 4 to the registration statement has been signed by the following persons in the capacities indicated on November 12, 1999. Signature Title --------- ----- /s/ John J. Greisch President and Director (Principal ____________________________________ Executive Officer) John J. Greisch /s/ John P. Miller Vice President, Secretary, Treasurer and ____________________________________ Director (Principal Financial and John P. Miller Accounting Officer) II-20 EXHIBIT INDEX Exhibit Number Exhibit Description ------- ------------------- 3.1 Amended and Restated Articles of Incorporation of HDA Parts System, Inc.* 3.2 Bylaws of HDA Parts System, Inc.* 4.1 Indenture, dated as of July 31, 1998, by and among HDA Parts System, Inc., the guarantors identified therein and U.S. Trust Company of California, N.A., as trustee* 4.1.1 First Supplemental Indenture, dated as of September 30, 1998 among Truck & Trailer Parts, Inc., City Truck Holdings, Inc., HDA, any other Guarantors party thereto, and Parent party thereto and U.S. Trust Company, National Association, as trustee* 4.1.2 Second Supplemental Indenture, dated as of December 21, 1998 among Truckparts, Inc., HDA, any other Guarantors party to the Indenture referred to therein and U.S. Trust Company, National Association, as trustee* 4.1.3 Third Supplemental Indenture, dated as of January 14, 1999 among Associated Brake Supply, Inc., Associated Truck Center, Inc., Onyx Distribution, Inc., Associated Truck Parts of Nevada, Inc., Freeway Truck Parts of Washington, Inc., Tisco, Inc. and Tisco of Redding, Inc. HDA, any other Guarantors party to the Indenture referred to therein and U.S. Trust Company, National Association, as trustee* 4.1.4 Fourth Supplemental Indenture, dated as of April 20, 1999, among Active Gear, L.L.C., the Company, any other Guarantors party thereto, any Parent party thereto and U.S. Trust Company, National Association, as trustee* 4.1.5 Fifth Supplemental Indenture, dated as of June 7, 1999, among Superior Truck & Auto Supply, Inc., the Company, any other Guarantors party thereto and U.S. Trust Company, National Association, as trustee* 4.1.6 Sixth Supplemental Indenture, dated as of September 27, 1999, among HDA Parts System, Inc., the several guarantors party thereto and U.S. Trust Company of California, N.A., as trustee* 4.1.7 Seventh Supplemental Indenture, dated as of October 1, 1999, among QDSP Holdings, Inc., Quality Distribution Service Partners, Inc., Automotive Sales Company, Inc., CB Acquisition Sub, Inc., City Spring Works, Inc., Fleetpride, Inc., Four T Sales & Service, Inc., Holt Incorporated, New England Truck & Auto Service, Inc., Parts Distributing Company, Ltd., Parts Holding Company, Parts Management Company, Power Equipment International, Inc., Power Export Distributing Company, SLM Power Group, Inc., Specialized Sales & Service, Inc., TBS Incorporated, Truck City Parts, Inc., Stats Remanufacturing Center, Inc., Universal Joint Sales Company, Inc., and Wheatley Truck Parts, Inc., the Company, any other guarantors party to the indenture referred to therein and U.S. Trust Company, National Association, as trustee* 4.1.8 Eighth Supplemental Indenture, dated as of October 8, 1999, among Wheels and Brakes, Inc. and Specrite Brake Company, the Company, any other guarantors party to the indenture referred to therein and U.S. Trust Company, National Association, as trustee* 4.2 A/B Exchange Registration Rights Agreement, dated as of July 31, 1998, by and among HDA Parts System, Inc. the guarantors identified therein and Donaldson, Lufkin & Jenrette Securities Corporation and BancAmerica Robertson Stephens* 5 Opinion of Latham & Watkins 10.1 $225.0 million Credit Agreement, dated as of September 30, 1999, among City Truck Holdings, Inc., HDA Parts System, Inc., as Borrower, The Several Lenders from Time to Time Parties Thereto, First Union National Bank, as Documentation Agent, Credit Suisse First Boston, as Syndication Agent, and The Chase Manhattan Bank, as Administrative Agent* Exhibit Number Exhibit Description ------- ------------------- 10.2 Stock Purchase Agreement, dated as of May 29, 1998, by and among BABF City Corp., City Truck and Trailer Parts, Inc. and its Affiliates and Merger Subsidiaries named therein and the Shareholders and Members of City Truck and Trailer Parts, Inc. and its Affiliates and Merger Subsidiaries* 10.3 Asset Contribution Agreement, dated as of June 19, 1998, by and among City Truck and Trailer Parts, Inc. and Stone Heavy Duty, Inc., Ashland Automotive Parts, Inc., Fred A. Stone, Jr., James T. Stone and Thomas D. Stone* 10.4 Contribution and Purchase Agreement, dated as of September 30, 1998, by and among City Truck Holdings, Inc., HDA Parts System, Inc. and Truck & Trailer Parts, Inc., DHP Leasing, Inc., the Shareholders of Truck & Trailer Parts, Inc. and DHP Leasing, Inc.* 10.5 Asset Purchase Agreement, dated as of October 31, 1998, by and among HDA Parts System, Inc. and Tampa Brake & Supply Co., Inc. and the Shareholders of Tampa Brake & Supply Co., Inc.* 10.6 Asset Purchase Agreement, dated as of November 4, 1998, by and among HDA Parts System, Inc. and Connecticut Driveshaft, Inc. and the Shareholders of Connecticut Driveshaft, Inc.* 10.7 Stock Purchase Agreement, dated as of December 17, 1998, by and among City Truck Holdings, Inc., HDA Parts System, Inc. and Truckparts, Inc., and the Shareholders of Truckparts, Inc.* 10.8 Stock Purchase Agreement, dated as of January 11, 1999, by and among City Truck Holdings, Inc., HDA Parts System, Inc. and Associated Brake Supply, Inc. and the Shareholders of Associated Brake Supply, Inc.* 10.9 Stock Purchase Agreement, dated as of January 12, 1999, by and among City Truck Holdings, Inc., HDA Parts System, Inc. and the Shareholders of Tisco, Inc. and Tisco of Redding, Inc.* 10.10 Trademark License Agreement, dated as of July 6, 1998, by and between HD America, Inc. and City Truck & Trailer Parts, Inc.* 10.11 Management Services Agreement, dated as of September 30, 1999, among City Truck Holdings, Inc., Brentwood Private Equity Management LLC and Aurora Management Partners LLC* 10.12 Stock Contribution Agreement, dated as of August 27, 1998, by and among the parties identified on the signature page thereto and City Truck Holdings, Inc.* 10.13 Amended and Restated Stockholders' Agreement, dated as of September 30, 1999, by and among the parties listed on the signature pages attached thereto and City Truck Holdings, Inc.* 10.14 Stock Purchase Agreement, dated as of July 1, 1998, by and between City Truck & Trailer Parts, Inc. and John J. Greisch* 10.15 Stock Purchase Agreement, dated as of July 10, 1998, by and between HDA Parts System, Inc. and John P. Miller* 10.16 Stock Purchase, Vesting and Repurchase Agreement, dated as of October 19, 1998, between City Truck Holdings, Inc. and A. William Cavalle* 10.17 Form of Stock Purchase, Vesting and Repurchase Agreement* 10.18 Stock Purchase Agreement, dated as of September 30, 1998, by and between City Truck Holdings, Inc. and Martin R. Reid* 10.19 Stock Purchase Agreement, dated as of March 5, 1999, by and between City Truck Holdings, Inc. and John J. Greisch* 10.20 Stock Purchase Agreement, dated as of March 5, 1999, by and between City Truck Holdings, Inc. and John P. Miller* 10.21 Stock Purchase Agreement, dated as of March 5, 1999, by and between City Truck Holdings, Inc. and Anthony William Cavalle* 10.22 Stock Purchase Agreement, dated as of February 1, 1999, by and between City Truck Holdings, Inc. and Gene L. Curtin* Exhibit Number Exhibit Description ------- ------------------- 10.23 Purchase Agreement, dated April 20, 1999, by and among City Truck Holdings, Inc. and HDA Parts System, Inc. and the Member of Active Gear, L.L.C.* 10.24 Asset Purchase Agreement dated as of May 28, 1999 by and among HDA Parts System, Inc. and CNF Transportation Inc. and Vantage Parts of Illinois, Inc.* 10.25 Stock Purchase Agreement dated as of June 7, 1999 by and among City Truck Holdings, Inc. and HDA Parts System, Inc. and The Shareholders of Superior Truck & Auto Supply, Inc.* 10.26 Asset Purchase Agreement dated as of August 6, 1999 by and among HDA Parts Systems, Inc. and Certified Power, Inc.* 10.27 Asset Purchase Agreement dated as of August 25, 1999 by and among Associated Brake Supply, Inc., California Equipment company, California Equipment Co. of Sacramento and The Shareholders of California Equipment Company and California Equipment Co. of Sacramento* 10.28 Agreement and Plan of Merger, dated September 3, 1999, by and among QDSP Holdings, Inc., City Truck Holdings, Inc. and Fleetpride Acquisition Corporation.* 10.29 Stock Purchase Agreement, dated as of October 8, 1999, among HDA Parts System, Inc. and The Shareholders of Wheels and Brakes, Inc.* 12 Computation of Ratio of Earnings to Fixed Charges* 21 Subsidiaries of HDA Parts System, Inc.* 23.1 Consent of Latham & Watkins (included in Exhibit 5) 23.2 Consent of PriceWaterhouseCoopers LLP* 23.3 Consent of McGladrey & Pullen, LLP* 23.4 Consent of Ernst & Young LLP* 23.5 Consent of KPMG LLP* 24 Powers of Attorney* 25 Statement of Eligibility and Qualification on Form T-1 of U.S. Trust Company of California, N.A., as trustee* 27 Financial Data Schedule* 99.1 Letter of Transmittal with respect to the Exchange Offer* 99.2 Notice of Guaranteed Delivery with respect of the Exchange Offer* - --------------------- * Previously filed.