AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 18, 1997.
REGISTRATION NO. 333-37703
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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DELCO REMY INTERNATIONAL, INC.
DELCO REMY AMERICA, INC. REMY INTERNATIONAL, INC.
REMAN HOLDINGS, INC. NABCO, INC.
THE A&B GROUP, INC. A&B ENTERPRISES, INC.
DALEX, INC. A&B CORES, INC.
R&L TOOL COMPANY, INC. MCA, INC. OF MISSISSIPPI
POWER INVESTMENTS, INC. FRANKLIN POWER PRODUCTS, INC.
INTERNATIONAL FUEL SYSTEMS, INC. MARINE DRIVE SYSTEMS, INC.
MARINE CORPORATION OF AMERICA POWRBILT PRODUCTS, INC.
WORLD WIDE AUTOMOTIVE, INC.
SEE TABLE OF ADDITIONAL REGISTRANTS BELOW
(EXACT NAMES OF REGISTRANTS AS SPECIFIED IN THEIR CHARTERS)
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2902 ENTERPRISE DRIVE, ANDERSON, INDIANA 46013, TELEPHONE: (765) 778-6499
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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SUSAN E. GOLDY, ESQ.
VICE PRESIDENT AND GENERAL COUNSEL
DELCO REMY INTERNATIONAL, INC.
2902 ENTERPRISE DRIVE, ANDERSON, INDIANA, 46013, TELEPHONE (765) 778-6799
(ADDRESS INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT
FOR SERVICE)
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COPIES TO:
CHRISTOPHER G. KARRAS, ESQ. MARC S. ROSENBERG, ESQ.
DECHERT PRICE & RHOADS CRAVATH, SWAINE & MOORE
4000 BELL ATLANTIC TOWER WORLDWIDE PLAZA
1717 ARCH STREET 825 EIGHTH AVENUE
PHILADELPHIA, PENNSYLVANIA 19103-2793 NEW YORK, NEW YORK 10019
(215) 994-4000 (212) 474-1000
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TABLE OF ADDITIONAL REGISTRANTS
NAME AND ADDRESS, INCLUDING
ZIP CODE AND TELEPHONE STATE OR OTHER PRIMARY STANDARD
NUMBER, INCLUDING AREA CODE, JURISDICTION OF CLASSIFICATION I.R.S. EMPLOYER
OF PRINCIPAL EXECUTIVE OFFICES INCORPORATION CODE NUMBER IDENTIFICATION NO.
- ------------------------------------------ --------------- ---------------- ------------------
BALLANTRAE CORPORATION DELAWARE 6749 38-3312988
1145 STEPHENS DRIVE
WARREN, MI 48090
(810)758-3880
TRACTECH, INC. DELAWARE 3710 38-331300
1145 STEPHENS DRIVE
WARREN, MI 48090
(810)758-3880
THE REGISTRANTS LISTED ON THE FACING SHEET HEREOF ("REGISTRANTS")
FILED A REGISTRATION STATEMENT ON FORM
S-1 (FILE NO. 333-37703) ("REGISTRATION STATEMENT") TO REGISTER THE ISSUANCE
OF $130,000,000 AGGREGATE PRINCIPAL AMOUNT OF 85/8% SENIOR NOTES DUE 2007
("NOTES") OF DELCO REMY INTERNATIONAL, INC. ("THE COMPANY") WHICH ARE GUARANTEED
BY THE REGISTRANTS OTHER THAN THE COMPANY LISTED ON THE FACING SHEET HEREOF.
THE REGISTRATION STATEMENT, AS AMENDED BY PRE-EFFECTIVE AMENDMENT NOS. 1-6, WAS
DECLARED EFFECTIVE BY THE SECURITIES AND EXCHANGE COMMISSION AT 5:00P.M. ON
DECEMBER 15, 1997. AT THIS TIME, THE REGISTRANTS HEREBY ADD BALLANTRAE
CORPORATION ("BALLANTRAE") AND TRACTECH, INC. ("TRACTECH") AS REGISTRANTS ON
THIS REGISTRATION STATEMENT AND AS GUARANTORS OF THE SENIOR NOTES.
THIS POST-EFFECTIVE AMENDMENT NO. 1 IS BEING FILED FOR THE SOLE
PURPOSE OF ADDING BALLANTRAE AND TRACTECH AS CO-REGISTRANTS AND GUARANTORS OF
THE SENIOR NOTES. NO CHANGES ARE BEING MADE TO THE PROSPECTUS CONTAINED IN THE
REGISTRATION STATEMENT OR TO PART II OF THE REGISTRATION STATEMENT.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrants
have duly caused this Post-Effective Amendment No. 1 to the Registration
Statement to be signed on their behalf by the undersigned, thereunto duly
authorized, in the City of Anderson and State of Indiana on December 18, 1997.
DELCO REMY INTERNATIONAL, INC.
By: Harold K. Sperlich
--------------------------
Harold K. Sperlich
Chairman
BALLANTRAE CORPORATION
By: James R. Gerrity
--------------------------
James R. Gerrity
President
TRACTECH, INC.
By: James R. Gerrity
--------------------------
James R. Gerrity
Chairman
FOR THE REGISTRANTS AS SET FORTH ON THE
FACING SHEET
By: David L. Harbert
--------------------------
David L. Harbert
Vice President
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 1 to the Registration Statement has been signed by the
following persons in the following capacities and on December 18, 1997.
DELCO REMY INTERNATIONAL, INC.
Harold K. Sperlich* Chairman (principal executive officer)
and Director
David L. Harbert* Executive Vice President and Chief
Financial Officer (principal financial
and principal accounting officer)
- ---------------------
- ------------------------
* For manual signature, see page II-6
II-1
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E. H. Billig Director _____________, 1997
Richard M. Cashin, Jr.* Director
Michael A. Delaney* Director
James R. Gerrity* Director
Robert J. Schultz* Director
Thomas J. Snyder* Director
DELCO REMY AMERICA, INC.
Harold K. Sperlich* Chairman (principal executive officer)
and Director
David L. Harbert* Executive Vice President and Chief
Financial Officer (principal financial
and principal accounting officer)
- ------------------
E.H. Billig Director ___________, 1997
Richard M. Cashin, Jr. * Director
Michael A. Delaney* Director
James R. Gerrity* Director
Thomas J. Snyder* Director
Remy International, Inc.
Harold K. Sperlich* Chairman (principal executive officer)
and Director
David L. Harbert* Executive Vice President and Chief
Financial Officer (principal financial
and principal accounting officer)
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E.H. Billig Director ___________, 1997
Richard M. Cashin, Jr.* Director
Michael A. Delaney* Director
James R. Gerrity* Director
Thomas J. Snyder* Director
Reman Holdings, Inc.
Harold K. Sperlich* Chairman (principal executive officer)
and Director
David L. Harbert* Executive Vice President and Chief
Financial Officer (principal financial
and principal accounting officer)
__________________
* For manual signature, see page II-6
II-2
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E.H. Billig Director __________, 1997
Richard M. Cashin, Jr.* Director
Michael A. Delaney* Director
James R. Gerrity* Director
Thomas J. Snyder* Director
Nabco, Inc.
Nicholas J. Bozich* President and Chief Executive Officer
(principal executive officer)
David L. Harbert* Vice President, Treasurer (principal
financial and principal accounting
officer) and Director
Thomas J. Snyder* Director
THE A&B GROUP, INC.
John M. Mayfield* President (principal executive officer)
David L. Harbert* Vice President, Treasurer (principal
financial and principal accounting
officer) and Director
Thomas J. Snyder* Director
James R. Gerrity* Director
A&B ENTERPRISES, INC.
John M. Mayfield* President (principal executive officer)
David L. Harbert* Vice President, Treasurer (principal
financial and principal accounting
officer) and Director
Thomas J. Snyder* Director
James R. Gerrity* Director
Dalex, Inc.
John M. Mayfield* President (principal executive officer)
David L. Harbert* Vice President, Treasurer (principal
financial and principal accounting
officer) and Director
__________________
* For manual signature, see page II-6
II-3
Thomas J. Snyder* Director
James R. Gerrity* Director
A&B Cores, Inc.
John M. Mayfield* President (principal executive officer)
David L. Harbert* Vice President, Treasurer (principal
financial and principal accounting
officer) and Director
Thomas J. Snyder* Director
James R. Gerrity* Director
R&L Tool Company, Inc.
John M. Mayfield* President (principal executive officer)
David L. Harbert* Vice President, Treasurer (principal
financial and principal accounting
officer) and Director
Thomas J. Snyder* Director
James R. Gerrity* Director
MCA, INC. OF MISSISIPPI
John M. Mayfield* President (principal executive officer)
David L. Harbert* Vice President, Treasurer (principal
financial and principal accounting
officer) and Director
Thomas J. Snyder* Director
James R. Gerrity* Director
Power Investments, Inc.
J. Michael Jarvis* President (principal executive
officer) and Director
David L. Harbert* Vice President, Treasurer (principal
financial and principal accounting
officer) and Director
Thomas J. Snyder* Director
Franklin Power Products, Inc.
J. Michael Jarvis* President (principal executive
officer) and Director
David L. Harbert* Vice President, Treasurer (principal
financial and principal accounting
officer) and Director
__________________
* For manual signature, see page II-6
II-4
Thomas J. Snyder* Director
International Fuel Systems, Inc.
J. Michael Jarvis* President (principal executive
officer) and Director
David L. Harbert* Vice President, Treasurer (principal
financial and principal accounting
officer) and Director
Thomas J. Snyder* Director
Marine Drive Systems, Inc.
J. Michael Jarvis* President (principal executive
officer) and Director
David L. Harbert* Vice President, Treasurer (principal
financial and principal accounting
officer) and Director
Thomas J. Snyder* Director
Marine Corporation of America
J. Michael Jarvis* President (principal executive
officer) and Director
David L. Harbert* Vice President, Treasurer (principal
financial and principal accounting
officer) and Director
Thomas J. Snyder* Director
Powrbilt Products, Inc.
J. Michael Jarvis* President (principal executive
officer) and Director
David L. Harbert* Vice President, Treasurer (principal
financial and principal accounting
officer) and Director
Thomas J. Snyder* Director
__________________
* For manual signature, see page II-6
II-5
World Wide Automotive, Inc.
Richard L. Keister* President (principal executive
officer) and Director
David L. Harbert* Vice President, Treasurer (principal
financial and principal accounting
officer) and Director
Thomas J. Snyder* Director
BALLANTRAE CORPORATION
James R. Gerrity* President (principal executive
officer) and Director
JOHN D. PHILLIPS Treasurer (principal financial and
- ----------------------------- principal accounting officer)
John D. Phillips
Michael A. Delaney* Director
R. DAIL HERMAN Director
- -----------------------------
R. Dail Herman
Tractech, Inc.
JAMES R. GERRITY* Chairman (principal executive
- ----------------------------- officer) and Director
James R. Gerrity
JOHN D. PHILLIPS Treasurer (principal financial and
- ----------------------------- principal accounting officer) and
John D. Phillips director
James R. Gerrity* Director
*By: Thomas J. Snyder
----------------------------------
Thomas J. Snyder, Attorney-in-Fact
II-6