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

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

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

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

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:

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

TRUCK & TRAILER PARTS, INC.

/s/ John J. Greisch
By: _________________________________
Name: John J. Greisch
Title: President

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

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

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

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

TISCO, INC.
TISCO OF REDDING, INC.

/s/ John P. Miller
By: _________________________________
Name: John P. Miller
Title:Vice President and Secretary

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

SUPERIOR TRUCK & AUTO SUPPLY, INC.

/s/ John P. Miller
By: _________________________________
Name: John P. Miller
Title:Vice President and Secretary

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

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

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

WHEELS AND BRAKES, INC.
SPECRITE BRAKE COMPANY

By: /s/ John J. Greisch
_____________________________________
Name: John J. Greisch
Title: President and Assistant
Treasurer

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

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

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.