As filed with the Securities and Exchange Commission on July 31, 2001
Registration No. 333-65552
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
------------
AMENDMENT No. 1
To
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------
Delco Remy International, Inc.
(Exact name of Registrant as specified in its charter)
Delaware 6719 35-1909253
(State or Other (Primary Standard (I.R.S. Employer
Jurisdiction of Industrial Classification Identification No.)
Incorporation or Code Number)
Organization)
------------
2902 Enterprise Drive
Anderson, Indiana 46013
(765) 778-6499
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
------------
See Table of Additional Registrants Below
------------
Thomas J. Snyder
President and Chief Executive Officer
Delco Remy International, Inc.
2902 Enterprise Drive
Anderson, Indiana 46013
(765) 778-6499
(Name, address including zip code, and telephone number, including area code,
of agent for service)
------------
With a Copy to:
G. Daniel O'Donnell, Esq.
Dechert
4000 Bell Atlantic Tower
1717 Arch Street
Philadelphia, Pennsylvania 19103
(215) 994-4000
Approximate date of commencement of proposed sale of the securities to the
public: As soon as practicable after this Registration Statement becomes
effective.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) 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 [_]
The Registrants hereby amend this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall filed a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until this Registration Statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
As permitted by the Delaware General Corporation Law ("DGCL"), the Company's
Restated Certificate of Incorporation provides that directors of the Company
shall not be personally liable to the Company or its stockholders for monetary
damages for breach of fiduciary duty as a director, except for liability (i)
for any breach of the director's duty of loyalty to the Company or its
stockholders, (ii) for acts of omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174
of the DGCL, relating to prohibited dividends or distributions or the
repurchase or redemption of stock, or (iv) for any transaction from which the
director derives an improper personal benefit. In addition, the Company's
Bylaws provide for indemnification of the Company's officers and directors to
the fullest extent permitted under Delaware law. Section 145 of the DGCL
provides that a corporation may indemnify any persons, including officers and
directors, who were or are, or are threatened to be made, parties to any
threatened, pending or completed legal action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of such corporation), by reason of the fact that such person was an
officer, director, employee or agent of such corporation or is or was serving
at the request of such corporation as an officer, director, employee or agent
of another corporation, partnership, joint venture, trust or other enterprise.
The indemnity may include expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by such
person in connection with such action, suit or proceeding, provided such person
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the corporation's best interests and, for criminal proceedings, had
no reasonable cause to believe that his conduct was unlawful. A Delaware
corporation may indemnify officers and directors in an action by or in the
right of the corporation under the same conditions, except that no
indemnification is permitted without judicial approval if the officer or
director is adjudged to be liable to the corporation. Where an officer or
director is successful on the merits or otherwise in the defense of any action
referred to above, the corporation must indemnify him against the expenses that
such officer or director actually and reasonably incurred. Insofar as
indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers or persons controlling the Company pursuant to
the foregoing provisions, the Company has been informed that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable.
The directors and officers of the Company are insured against certain
liabilities under the registrant's directors' and officers' liability
insurance.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits
The following exhibits are filed herewith unless otherwise indicated:
(1) 2.1 Agreement and Plan of Merger dated as of February 7, 2001 by and among
Court Square Capital Limited, DRI Acquisition LLC and the Company
(2) 2.2 Amendment No. 1 to Agreement and Plan of Merger
(2) 3.1 Restated Certificate of Incorporation
(2) 3.2 By-laws of the Company
II-1
(3) 4.1 Indenture, dated as of August 1, 1996, among the Company, certain
of the Company's subsidiaries signatories thereto and National City
Bank of Indiana, as trustee
(7) 4.2 Indenture governing 8 5/8% Senior Notes Due 2007 among the Company,
the Subsidiary Guarantors and United States Trust Company of New
York, as trustee, dated December 22, 1997
* 4.3 Indenture governing 11% Senior Subordinated Notes Due 2009 among
the Company, the Subsidiary Guarantors and First Union National
Bank, as trustee, dated April 26, 2001
* 4.4 Form of 11% Senior Subordinated Note Due 2009 (included in Exhibit
4.3)
* 4.5 Registration Rights Agreement, dated April 19, 2001, by and among
the Company, the Subsidiaries Guarantors Named Therein, Credit
Suisse First Boston Corporation and Deutsche Banc Alex. Brown, Inc.
5.1 Opinion of Dechert
(6) 10.1 Light Duty Starter Motor Supply Agreement, dated July 31, 1994, by
and between Delco Remy America, Inc. ("DRA") and General Motors
Corporation ("GM")
(6) 10.2 Heavy Duty Component Supply Agreement, dated July 31, 1994, by and
between DRA and GM
(6) 10.3 Distribution and Supply Agreement, dated July 31, 1994, by and
between DRA and GM
(3) 10.4 Trademark License, dated July 31, 1994, by and among DRA, DRI
International, Inc. and GM
(3) 10.5 Tradename License Agreement, dated July 31, 1994, by and among DRA,
DR International, Inc. and GM
(3) 10.6 Partnership Agreement of Delco Remy Mexico S. de R.L. de C.V.,
dated April 17, 1997
(4) 10.7 Joint Venture Agreement, dated , by and between Remy Korea
Holdings, Inc. and S.C. Kim
(2) 10.8 Securities Transfer, Recapitalization and Holders Agreement dated
March 14, 2001 by and among the Company, DRI Acquisition
Corporation, Court Square Capital Limited, World Equity Partners,
L.P., DRI Group LLC and the Continuing Investors Named therein (the
"Holders Agreement")
(2) 10.9 Registration Rights Agreement, dated March 14, 2001, by and among
the Company, Court Square Capital Limited, World Equity Partners,
L.P., DRI Group LLC and the Continuing Investors named therein (the
"Registration Rights Agreement")
(5) 10.10 Employment Agreement, dated July 31, 1994, by and between Delco
Remy International, Inc. and Thomas J. Snyder
(6) 10.11 Form of Fourth Amended and Restated Financing Agreement, dated as
of December 16, 1997, among the Company, certain of the Company's
subsidiaries signatories thereto and Bank One, Indianapolis,
National Association, The CIT Group/Business Credit, Inc.
(3) 10.14 Contingent Purchase Price Note of DRA, in favor of GM, dated July,
31, 1994
(4) 10.15 Lease by and between ANDRA L.L.C. and DRA, dated February 9, 1995
(4) 10.16 Lease by and between Eagle I L.L.C. and DRA, dated August 11, 1995
(9) 10.20 Starter Motor Pricing Agreement, dated March 17, 1999, by and
between DRA and GM
(2) 10.21 Preferred Stockholders Agreement, dated March 14, 2001, by and
among Court Square Capital Limited, World Equity Partners, L.P.,
DRI Group LLC and the Continuing Investors named therein (the
"Preferred Stockholders Agreement")
(2) 10.22 Stock Purchase Warrant, dated March 14, 2001, issued by the Company
to World Equity Partners, L.P.
(11) 10.23 Letter Agreement by and between the Company and Thomas J. Snyder,
dated as of February 6, 2001
II-2
(12) 10.24 Form of Letter Agreement by and between the Company and each of J.
Timothy Gargaro, Joseph P. Felicelli, Richard L. Stanley, Susan E.
Goldy, Roderick English and Patrick Mobouck, each dated as of
February 6, 2001
(13) 10.25 Amendment Number Two to the Delco Remy International, Inc.
Supplemental Executive Retirement Plan, dated as of February 6,
2001
(14) 10.26 Form of Amendment Number Two to the Collateral Assignment Split-
Dollar Insurance Agreement by and between the Company and each of
Thomas J. Snyder, J. Timothy Gargaro, Joseph P. Felicelli, Richard
L. Stanley, Susan E. Goldy, Roderick English
10.27 Amendment No. 1 to the Holders Agreement
10.28 Amendment No. 1 to the Preferred Holders Agreement
10.29 Amendment No. 1 to the Registration Rights Agreement
* 12 Statement of Computation of Ratio of Earnings to Fixed Charges
* 21 Subsidiaries of the Registrant
* 23.1 Consent of Ernst & Young LLP
23.2 Consent of Dechert (included in Exhibit 5.1)
* 24 Powers of Attorney (included on signature pages)
* 25 Statement of Eligibility and Qualification of First Union National
Bank on Form T-1
* 99.1 Form of Letter of Transmittal
* 99.2 Form of Notice of Guaranteed Delivery
* 99.3 Letter to Holders of 11% Senior Subordinated Notes Due 2009
Concerning Offer For All Outstanding 11% Senior Subordinated Notes
Due 2009 in Exchange for 11% Senior Subordinated Notes Due 2009 of
Delco Remy International, Inc. Which Have Been Registered Under the
Securities Act of 1933, as amended
* 99.4 Letter to Brokers, Dealers, Commercial Banks, Trust Companies and
Other Nominees Concerning Offer For All Outstanding 11% Senior
Subordinated Notes Due 2009 in Exchange for 11% Senior Subordinated
Notes Due 2009 of Delco Remy International, Inc. Which Have Been
Registered Under the Securities Act of 1933, as amended
* 99.5 Letter to Clients Concerning Offer For All Outstanding 11% Senior
Subordinated Notes Due 2009 in Exchange for 11% Senior Subordinated
Notes Due 2009 of Delco Remy International, Inc. Which Have Been
Registered Under the Securities Act of 1933, as amended
* 99.6 Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9
* Filed on July 20, 2001 as an exhibit to this Registration
Statement.
(1) Incorporated by reference to Exhibit (a)(8) to Amendment No. 1 to
the Solicitation/Recommendation Statement on Schedule 14D-9 filed
by the Company on February 9, 2001 (the
"Solicitation/Recommendation Statement")
(2) Incorporated by reference to the Exhibit of the same number to the
Company's Form 10-K for the year ended December 31, 2000
(3) Incorporated by reference to the Exhibit of the same number to the
Registration Statement on Form S-1 previously filed by the Company
on October 10, 1997, registering the issuance of the Company's
Class A Common Stock, par value $.01 per share (the "Equity
Registration Statement")
(4) Incorporated by reference to the Exhibit of the same number to
Amendment No. 1 to the Equity Registration Statement which was
filed by the Company on October 22, 1997
II-3
(5) Incorporated by reference to the Exhibit of the same number to
Amendment No. 2 to the Equity Registration Statement which was filed
by the Company on November 21, 1997
(6) Incorporated by reference to the Exhibit of the same number to
Amendment No. 3 to the Equity Registration Statement which was filed
by the Company on November 26, 1997
(7) Incorporated by reference to the Exhibit of the same number to
Amendment No. 4 to the Equity Registration Statement which was filed
by the Company on December 8, 1997
(8) Incorporated by reference to Exhibit 4.1 to the Company's Form 10-Q
for the quarter ended January 31, 1998
(9) Incorporated by reference to Exhibit 10.20 to the Company's Form 10-K
for the year ended July 13, 1999
(10) Incorporated by reference to Exhibit (a)(1)(I) to Amendment No. 3 to
Transition Statement filed by on Schedule 13E-3 on February 9, 2001
(11) Incorporated by reference to Exhibit (e)(4) to the
Solicitation/Recommendation Statement
(12) Incorporated by reference to Exhibit (e)(5) to the
Solicitation/Recommendation Statement
(13) Incorporated by reference to Exhibit (e)(6) to the
Solicitation/Recommendation Statement
(14) Incorporated by reference to Exhibit (e)(7) to the
Solicitation/Recommendation Statement
(b) Financial Statement Schedules:
Schedules not listed above are omitted because of the absence of the
conditions under which they are required or because the information required by
such omitted schedules is set forth in the financial statements or the notes
thereto.
ITEM 22. UNDERTAKINGS.
(a) The undersigned registrants hereby undertake:
(1) to file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with Securities and Exchange Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than a
20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement; and
(iii) to include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;
(2) that, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof; and
II-4
(3) to remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrants pursuant to the foregoing provisions, or otherwise, the
registrants have been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrants in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrants will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
(c) The undersigned registrants hereby undertake to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Items 4, 10(b), 11 or 13 of this Form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through
the date of responding to the request.
(d) The undersigned registrants hereby undertake to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
II-5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Anderson,
State of Indiana, on the 31st day of July, 2001.
Delco Remy International, Inc.
/s/ David E. Stoll
By: _________________________________
David E. Stoll
Vice President, Treasurer &
Secretary
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed below by the following persons in the
capacities indicated on July 31, 2001.
Signatures Title
---------- -----
* President, Chief Executive
Officer and
_____________________________________________ Director (principal executive
officer)
Thomas J. Snyder
* Senior Vice President and Chief
Financial
_____________________________________________ Officer (principal financial
officer)
J. Timothy Gargaro
* Vice President and Corporate
Controller
_____________________________________________ (principal accounting officer)
Richard L. Reinhart
* Director
_____________________________________________
E.H. Billig
* Director
_____________________________________________
Richard M. Cashin, Jr.
* Director
_____________________________________________
Michael A. Delaney
* Director
_____________________________________________
James R. Gerrity
* Director
_____________________________________________
Robert J. Schultz
* Director
_____________________________________________
Joseph M. Silvestri
* Chairman and Director
_____________________________________________
Harold K. Sperlich
*Attorney-in-Fact
/s/ Susan E. Goldy
By:________________________________
Susan E. Goldy
II-6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Anderson,
State of Indiana, on the 31st day of July, 2001.
Delco Remy America, Inc.
/s/ David E. Stoll
By: _________________________________
David E. Stoll
Vice President & Secretary
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed below by the following persons in the
capacities indicated on July 31, 2001.
Signatures Title
---------- -----
* Chief Executive Officer and
Director
_____________________________________________ (principal executive officer)
Thomas J. Snyder
* Vice President of Finance
_____________________________________________ (principal financial and
accounting
John Cowden officer)
* Director
_____________________________________________
Richard L. Stanley
* Director
_____________________________________________
David E. Stoll
*Attorney-in-Fact
/s/ Susan E. Goldy
By:________________________________
Susan E. Goldy
II-7
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THE
REGISTRANT HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS
BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF ANDERSON,
STATE OF INDIANA, ON THE 31ST DAY OF JULY, 2001.
Remy International, Inc.
/s/ David E. Stoll
By: _________________________________
DAVID E. STOLL
SECRETARY & TREASURER
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED ON JULY 31, 2001.
SIGNATURES TITLE
---------- -----
* Chairman and Director
_____________________________________________ (principal executive officer)
HAROLD K. SPERLICH
* Secretary and Treasurer
_____________________________________________ (principal financial and
accounting
DAVID E. STOLL officer)
* Director
_____________________________________________
E.H. BILLIG
* Director
_____________________________________________
RICHARD M. CASHIN, JR.
* Director
_____________________________________________
MICHAEL A. DELANEY
* Director
_____________________________________________
JAMES R. GERRITY
* Director
_____________________________________________
THOMAS J. SNYDER
*Attorney-in-Fact
/s/ Susan E. Goldy
By:________________________________
SUSAN E. GOLDY
II-8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Anderson,
State of Indiana, on the 31st day of July, 2001.
Reman Holdings, Inc.
/s/ David E. Stoll
By: _________________________________
David E. Stoll
Secretary & Treasurer
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed below by the following persons in the
capacities indicated on July 31, 2001.
Signatures Title
---------- -----
* Chairman and Director
_____________________________________________ (principal executive officer)
Harold K. Sperlich
* Secretary and Treasurer
_____________________________________________ (principal financial and
accounting
David E. Stoll officer)
* Director
_____________________________________________
E.H. Billig
* Director
_____________________________________________
Richard M. Cashin, Jr.
* Director
_____________________________________________
Michael A. Delaney
* Director
_____________________________________________
James R. Gerrity
* Director
_____________________________________________
Thomas J. Snyder
*Attorney-in-Fact
/s/ Susan E. Goldy
By:________________________________
Susan E. Goldy
II-9
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Anderson,
State of Indiana, on the 31st day of July, 2001.
NABCO, Inc.
/s/ David E. Stoll
By: _________________________________
David E. Stoll
Secretary & Treasurer
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed below by the following persons in the
capacities indicated on July 31, 2001.
Signatures Title
---------- -----
* Vice President
_____________________________________________ (principal executive officer)
Joseph P. Felicelli
* Secretary, Treasurer and
Director
_____________________________________________ (principal financial and
accounting
David E. Stoll officer)
* Director
_____________________________________________
Thomas J. Snyder
*Attorney-in-Fact
/s/ Susan E. Goldy
By:________________________________
Susan E. Goldy
II-10
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THE
REGISTRANT HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS
BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF ANDERSON,
STATE OF INDIANA, ON THE 31ST DAY OF JULY, 2001.
The A&B Group, Inc.
/s/ David E. Stoll
By: _________________________________
DAVID E. STOLL
SECRETARY & TREASURER
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED ON JULY 31, 2001.
SIGNATURES TITLE
---------- -----
* Vice President--Operations
_____________________________________________ (principal executive officer)
ROBERT COVINGTON
* Chief Financial Officer
_____________________________________________ (principal financial and
accounting
TIMOTHY G. HILL officer)
* Director
_____________________________________________
THOMAS J. SNYDER
* Director
_____________________________________________
DAVID E. STOLL
*Attorney-in-Fact
/s/ Susan E. Goldy
By:________________________________
SUSAN E. GOLDY
II-11
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Anderson,
State of Indiana, on the 31st day of July, 2001.
A&B Enterprises, Inc.
/s/ David E. Stoll
By: _________________________________
David E. Stoll
Secretary & Treasurer
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed below by the following persons in the
capacities indicated on July 31, 2001.
Signatures Title
---------- -----
* Vice President--Operations
_____________________________________________ (principal executive officer)
Robert Covington
* Secretary, Treasurer and
Director
_____________________________________________ (principal financial and
accounting
David E. Stoll officer)
* Director
_____________________________________________
Thomas J. Snyder
*Attorney-in-Fact
/s/ Susan E. Goldy
By:________________________________
Susan E. Goldy
II-12
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Anderson,
State of Indiana, on the 31st day of July, 2001.
Dalex, Inc.
/s/ David E. Stoll
By: _________________________________
David E. Stoll
Secretary & Treasurer
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed below by the following persons in the
capacities indicated on July 31, 2001.
Signatures Title
---------- -----
* Vice President--Operations
_____________________________________________ (principal executive officer)
Robert Covington
* Secretary, Treasurer and
Director
_____________________________________________ (principal financial and
accounting
David E. Stoll officer)
* Director
_____________________________________________
Thomas J. Snyder
*Attorney-in-Fact
/s/ Susan E. Goldy
By:________________________________
Susan E. Goldy
II-13
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Anderson,
State of Indiana, on the 31st day of July, 2001.
A&B Cores, Inc.
/s/ David E. Stoll
By: _________________________________
David E. Stoll
Secretary & Treasurer
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed below by the following persons in the
capacities indicated on July 31, 2001.
Signature Title
--------- -----
* Vice President--Operations
_____________________________________________ (principal executive officer)
Robert Covington
* Secretary, Treasurer and
Director
_____________________________________________ (principal financial and
accounting
David E. Stoll officer)
* Director
_____________________________________________
Thomas J. Snyder
*Attorney-in-Fact
/s/ Susan E. Goldy
By:________________________________
Susan E. Goldy
II-14
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Anderson,
State of Indiana, on the 31st day of July, 2001.
R&L Tool Company, Inc.
/s/ David E. Stoll
By: _________________________________
David E. Stoll
Secretary & Treasurer
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed below by the following persons in the
capacities indicated on July 31, 2001.
Signatures Title
---------- -----
* Vice President--Operations
_____________________________________________ (principal executive officer)
Robert Covington
* Secretary, Treasurer and
Director
_____________________________________________ (principal financial and
accounting officer)
David E. Stoll
* Director
_____________________________________________
Thomas J. Snyder
*Attorney-in-Fact
/s/ Susan E. Goldy
By:________________________________
Susan E. Goldy
II-15
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Anderson,
State of Indiana, on the 31st day of July, 2001.
MCA, Inc. of Mississippi
/s/ David E. Stoll
By: _________________________________
David E. Stoll
Secretary & Treasurer
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed below by the following persons in the
capacities indicated on July 31, 2001.
Signatures Title
---------- -----
* Vice President--Operations
_____________________________________________ (principal executive officer)
Robert Covington
* Secretary, Treasurer and
Director
_____________________________________________ (principal financial and
accounting officer)
David E. Stoll
* Director
_____________________________________________
Thomas J. Snyder
*Attorney-in-Fact
/s/ Susan E. Goldy
By:________________________________
Susan E. Goldy
II-16
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Anderson,
State of Indiana, on the 31st day of July, 2001.
Power Investments, Inc.
/s/ David E. Stoll
By: _________________________________
David E. Stoll
Secretary & Treasurer
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed below by the following persons in the
capacities indicated on July 31, 2001.
Signatures Title
---------- -----
* President and Director
_____________________________________________ (principal executive officer)
J. Michael Jarvis
* Secretary, Treasurer and
Director
_____________________________________________ (principal financial and
accounting
David E. Stoll officer)
* Director
_____________________________________________
Thomas J. Snyder
*Attorney-in-Fact
/s/ Susan E. Goldy
By:________________________________
Susan E. Goldy
II-17
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Anderson,
State of Indiana, on the 31st day of July, 2001.
Franklin Power Products, Inc.
/s/ David E. Stoll
By: _________________________________
David E. Stoll
Secretary & Treasurer
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed below by the following persons in the
capacities indicated on July 31, 2001.
Signatures Title
---------- -----
* President and Director
_____________________________________________ (principal executive officer)
J. Michael Jarvis
* Secretary, Treasurer and
Director
_____________________________________________ (principal financial and
accounting
David E. Stoll officer)
* Director
_____________________________________________
Thomas J. Snyder
*Attorney-in-Fact
/s/ Susan E. Goldy
By:________________________________
Susan E. Goldy
II-18
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Anderson,
State of Indiana, on the 31st day of July, 2001.
International Fuel Systems, Inc.
/s/ David E. Stoll
By: _________________________________
David E. Stoll
Secretary & Treasurer
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed below by the following persons in the
capacities indicated on July 31, 2001.
Signatures Title
---------- -----
* President and Director
_____________________________________________ (principal executive officer)
J. Michael Jarvis
* Secretary, Treasurer and
Director
_____________________________________________ (principal financial and
accounting
David E. Stoll officer)
* Director
_____________________________________________
Thomas J. Snyder
*Attorney-in-Fact
/s/ Susan E. Goldy
By:________________________________
Susan E. Goldy
II-19
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Anderson,
State of Indiana, on the 31st day of July, 2001.
Marine Corporation of America
/s/ David E. Stoll
By: _________________________________
David E. Stoll
Secretary & Treasurer
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed below by the following persons in the
capacities indicated on July 31, 2001.
Signatures Title
---------- -----
* President and Director
_____________________________________________ (principal executive officer)
J. Michael Jarvis
* Secretary, Treasurer and
Director
_____________________________________________ (principal financial and
accounting
David E. Stoll officer)
* Director
_____________________________________________
Thomas J. Snyder
*Attorney-in-Fact
/s/ Susan E. Goldy
By:________________________________
Susan E. Goldy
II-20
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Anderson,
State of Indiana, on the 31st day of July, 2001.
Powrbilt Products, Inc.
/s/ David E. Stoll
By: _________________________________
David E. Stoll
Secretary & Treasurer
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed below by the following persons in the
capacities indicated on July 31, 2001.
Signatures Title
---------- -----
*
_____________________________________________ President and Director
J. Michael Jarvis (principal executive officer)
*
_____________________________________________ Secretary, Treasurer and
Director
David E. Stoll (principal financial and
accounting
officer)
*
_____________________________________________ Director
Thomas J. Snyder
*Attorney-in-Fact
/s/ Susan E. Goldy
By:________________________________
Susan E. Goldy
II-21
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Anderson,
State of Indiana, on the 31st day of July, 2001.
World Wide Automotive, Inc.
/s/ David E. Stoll
By: _________________________________
David E. Stoll
Secretary & Treasurer
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed below by the following persons in the
capacities indicated on July 31, 2001.
Signatures Title
---------- -----
*
_____________________________________________ President and Director
Richard Keister (principal executive officer)
*
_____________________________________________ Secretary, Treasurer and
Director
David E. Stoll (principal financial and
accounting
officer)
*
_____________________________________________ Director
Thomas J. Snyder
*Attorney-in-Fact
/s/ Susan E. Goldy
By:________________________________
Susan E. Goldy
II-22
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Anderson,
State of Indiana, on the 31st day of July, 2001.
Ballantrae Corporation
/s/ David E. Stoll
By: _________________________________
David E. Stoll
Vice President
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed below by the following persons in the
capacities indicated on July 31, 2001.
Signatures Title
---------- -----
* President and Director
_____________________________________________ (principal executive officer)
Thomas J. Snyder
* Secretary and Treasurer
_____________________________________________ (principal financial and
accounting officer)
John David Phillips
* Director
_____________________________________________
David E. Stoll
*Attorney-in-Fact
/s/ Susan E. Goldy
By:________________________________
Susan E. Goldy
II-23
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Anderson,
State of Indiana, on the 31st day of July, 2001.
Tractech, Inc.
/s/ David E. Stoll
By: _________________________________
David E. Stoll
Vice President & Treasurer
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed below by the following persons in the
capacities indicated on July 31, 2001.
Signatures Title
---------- -----
* Chairman and Director
_____________________________________________ (principal executive officer)
James R. Gerrity
* Secretary, Treasurer and
Director
_____________________________________________ (principal financial and
accounting officer)
John David Phillips
* Director
_____________________________________________
Ralph McGee
*Attorney-in-Fact
/s/ Susan E. Goldy
By:________________________________
Susan E. Goldy
II-24
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Anderson,
State of Indiana, on the 31st day of July, 2001.
Williams Technologies, Inc.
/s/ David E. Stoll
By: _________________________________
David E. Stoll
Secretary & Treasurer
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed below by the following persons in the
capacities indicated on July 31, 2001.
Signatures Title
---------- -----
* Vice President and Director
_____________________________________________ (principal executive officer)
Thomas J. Snyder
* Secretary, Treasurer and
Director
_____________________________________________ (principal financial and
accounting officer)
David E. Stoll
* Director
_____________________________________________
Joseph P. Felicelli
*Attorney-in-Fact
/s/ Susan E. Goldy
By:________________________________
Susan E. Goldy
II-25
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Anderson,
State of Indiana, on the 31st day of July, 2001.
Engine Master, L.P.
By: HSG I, Inc., Its General Partner
/s/ David E. Stoll
By: _________________________________
David E. Stoll
Vice President -- Finance &
Secretary
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed below by the following persons in the
capacities indicated on July 31, 2001.
Signatures Title
---------- -----
* President
_____________________________________________ (principal executive officer)
J. Michael Jarvis
* Vice President--Finance,
Secretary and
_____________________________________________ Director (principal financial
and
David E. Stoll accounting officer)
* Director
_____________________________________________
Thomas J. Snyder
*Attorney-in-Fact
/s/ Susan E. Goldy
By:________________________________
Susan E. Goldy
II-26
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Anderson,
State of Indiana, on the 31st day of July, 2001.
M.&M. Knopf Auto Parts, Inc.
/s/ David E. Stoll
By: _________________________________
David E. Stoll
Vice President, Secretary &
Treasurer
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed below by the following persons in the
capacities indicated on July 31, 2001.
Signatures Title
---------- -----
*
_____________________________________________ Chairman, Chief Executive
Officer and
Heywood Knopf Director (principal executive
officer)
*
_____________________________________________ Vice President, Secretary,
Treasurer and
David E. Stoll Director (principal financial
and
accounting officer)
*
_____________________________________________ Director
Joseph P. Felicelli
*
_____________________________________________ Director
Marshall Knopf
*
_____________________________________________ Director
Thomas J. Snyder
*Attorney-in-Fact
/s/ Susan E. Goldy
By:________________________________
Susan E. Goldy
II-27
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Anderson,
State of Indiana, on the 31st day of July, 2001.
Power Investments Marine, Inc.
/s/ David E. Stoll
By: _________________________________
David E. Stoll
Secretary & Treasurer
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed below by the following persons in the
capacities indicated on July 31, 2001.
Signatures Title
---------- -----
* President and Director
_____________________________________________ (principal executive officer)
J. Michael Jarvis
* Secretary, Treasurer and
Director
_____________________________________________ (principal financial and
accounting
David E. Stoll officer)
* Director
_____________________________________________
Thomas J. Snyder
*Attorney-in-Fact
/s/ Susan E. Goldy
By:________________________________
Susan E. Goldy
II-28
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Anderson,
State of Indiana, on the 31st day of July, 2001.
DR Sales, Inc.
/s/ David E. Stoll
By: _________________________________
David E. Stoll
Vice President -- Finance &
Secretary
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed below by the following persons in the
capacities indicated on July 31, 2001.
Signatures Title
---------- -----
* President
_____________________________________________ (principal executive officer)
Richard L. Stanley
* Vice President--Finance,
Secretary and
_____________________________________________ Director (principal financial
and
David E. Stoll accounting officer)
* Director
_____________________________________________
Thomas J. Snyder
*Attorney-in-Fact
/s/ Susan E. Goldy
By:________________________________
Susan E. Goldy
II-29
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Anderson,
State of Indiana, on the 31st day of July, 2001.
HSG II, Inc.
/s/ David E. Stoll
By: _________________________________
David E. Stoll
Vice President -- Finance &
Secretary
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed below by the following persons in the
capacities indicated on July 31, 2001.
Signatures Title
---------- -----
* President
_____________________________________________ (principal executive officer)
J. Michael Jarvis
* Vice President--Finance,
Secretary and
_____________________________________________ Director (principal financial
and
David E. Stoll accounting officer)
* Director
_____________________________________________
Thomas J. Snyder
*Attorney-in-Fact
/s/ Susan E. Goldy
By:________________________________
Susan E. Goldy
II-30
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Anderson,
State of Indiana, on the 31st of July, 2001.
HSG I, Inc.
/s/ David E. Stoll
By: _________________________________
David E. Stoll
Vice President -- Finance &
Secretary
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed below by the following persons in the
capacities indicated on July 31, 2001.
Signatures Title
---------- -----
* President
_____________________________________________ (principal executive officer)
J. Michael Jarvis
* Vice President--Finance,
Secretary and
_____________________________________________ Director (principal financial
and
David E. Stoll accounting officer)
* Director
_____________________________________________
Thomas J. Snyder
*Attorney-in-Fact
/s/ Susan E. Goldy
By:________________________________
Susan E. Goldy
II-31