AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 10, 1997.
REGISTRATION NO. 333-37703
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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AMENDMENT NO. 5
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.
(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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ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits
The following exhibits are filed herewith unless otherwise indicated:
EXHIBIT
NUMBER DESCRIPTION
------- -----------
1.1** Form of Underwriting Agreement
3.1+++++ Form of Certificate of Incorporation of the Company, as amended
3.2++++ By-laws of the Company
4.1** Form of Indenture, including form of Note
5.1 Opinion of Dechert Price & Rhoads, counsel to the Company, Delco
Remy America, Inc. ("DRA") Reman Holdings, Inc. Remy
International, Inc. and Marine Drive Systems, Inc.
5.2 Opinion of Young, Williams, Henderson & Fuselier, P.A., counsel
to the A & B Group, Inc., A & B Enterprises, Inc., Dalex, Inc.,
A & B Cores, Inc., MCA, Inc. of Mississippi and R & L Tool
Company, Inc.
5.3 Opinion of Porteous & White P.C., counsel to Nabco, Inc.
5.4 Opinion of Stephen Plopper & Associates, P.C., counsel to Power
Investments, Inc., Franklin Power Products, Inc., International
Fuel Systems, Inc., Powrbilt Products, Inc. and Marine
Corporation of America, Inc.
5.5 Opinion of Hunton & Williams, counsel to World Wide Automotive,
Inc.
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")
10.2++++ Heavy Duty Component Supply Agreement, dated July 31, 1994, by
and between DRA and GM
10.3++++ Distribution and Supply Agreement, dated July 31, 1994, by and
between DRA and GM
10.4+ Trademark License, dated July 31, 1994, by and among DRA, DR
International, Inc. and GM
10.5+ Tradename License Agreement, dated July 31, 1994, by and among
DRA, DR International, Inc. and GM
10.6+ Partnership Agreement of Delco Remy Mexico S. de R.L. de C.V.,
dated April 17, 1997
10.7++ Joint Venture Agreement, dated , by and between Remy Korea
Holdings, Inc. and S.C. Kim
10.8+ Securities Purchase and Holders Agreement, dated July 29, 1994,
by and among the Company, CVC, WEP, MascoTech, Harold K.
Sperlich, James R. Gerrity and the individuals named therein as
Management Investors
10.9+ Registration Rights Agreement, dated July 29, 1994, by and among
the Company, CVC, WEP, MascoTech, Harold K. Sperlich, James R.
Gerrity and the individuals named therein as Management Investors
10.10+++ Employment Agreement, dated July 31, 1994 by and between Delco
Remy International, Inc. and Thomas J. Snyder
10.11++++ Form of Fourth Amended and Restated Financing Agreement, dated as
of , 1997, among the Company, certain of the Company's
subsidiaries signatories thereto and Bank One, Indianapolis,
National Association, The CIT Group/Business Credit, Inc.
10.12+ 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
10.13++++ Form of 8% Subordinated Debenture of DRA, due July 31, 2004 in
favor of GM
10.14+ Contingent Purchase Price Note of DRA, in favor of GM, dated July
31, 1994
10.15++ Lease by and between ANDRA L.L.L. and DRA, dated February 9, 1995
10.16++ Lease by and between Eagle I L.L.L. and DRA, dated August 11,
1995
10.17+++++ Subordination Agreement, dated July 31, 1994, by and among the
CIT Group, Inc. and World Subordinated Debt Partners, L.P.
11.1+++++ Statement re Computation of Earnings per Share
12.1+ Statement re Computation of Ratios
21.1++++ Subsidiaries of Registrant
II-3
EXHIBIT
NUMBER DESCRIPTION
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23.1** Consent of Ernst & Young LLP (see page II-13)
23.2** Consent of Fiedman & Fuller P.C. (see page II-14)
23.3 Consent of Dechert Price & Rhoads included in Exhibit 5.1
23.4 Consent of Young, Williams, Henderson & Fuselier P.A. included in
Exhibit 5.2
23.5 Consent of Porteous & White P.C. included in Exhibit 5.3
23.6 Consent of Stephen Plopper & Associates, P.C. included in Exhibit
5.4
23.7 Consent of Hunton & Williams included in Exhibit 5.5
24.1 Power of Attorney included on Signature Page
25.1** Form T-1 Statement of Eligibility of Trustee
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* To be filed by amendment.
** Previously filed.
+ 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.
++ 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.
+++ 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.
++++ 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.
+++++ 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.
(b) Financial Statement Schedules: None
II-4
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANTS
HAVE DULY CAUSED THIS AMENDMENT NO. 5 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 9, 1997.
Delco Remy International, Inc.
By: Harold K. Sperlich
---------------------------------
Harold K. Sperlich
Chairman
FOR THE REGISTRANTS AS SET FORTH ON
THE FACING SHEET
By: David L. Harbert
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David L. Harbert
Vice President
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT
NO. 5 TO THE REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS
IN THE FOLLOWING CAPACITIES ON DECEMBER 9, 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)
E.H. Billig
_________________________
E.H. Billig Director
Richard M. Cashin, Jr.* Director
Michael A. Delaney* Director
James R. Gerrity* Director
Robert J. Schultz* Director
Thomas J. Snyder* Director
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* For manual signature, see page II-12.
II-6
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
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E.H. Billig Director
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)
E.H. Billig
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E.H. Billig Director
Richard M. Cashin, Jr. * Director
Michael A. Delaney* Director
James R. Gerrity* Director
Thomas J. Snyder* Director
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*For manual signature, see page II-12.
I-6II-7
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)
E.H. Billig
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E.H. Billig Director
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
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* For manual signature, see page II-12.
I-7II-8
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
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
- -------------------------------------------------
* For manual signature, see page II-12.
I-8II-9
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 MISSISSIPPI
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
- -------------------------
* For manual signature, see page II-12.
I-9II-10
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
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
- -------------------------
* For manual signature, see page II-12
I-10II-11
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
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
Thomas J. Snyder
*By: ________________________________
Thomas J. Snyder, Attorney-in-
Fact
I-11
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the reference to our firm under the captions "Experts" and
"Selected Consolidated Historical Financial Data" and to the use of our
reports on the consolidated financial statements of Delco Remy International,
Inc. dated September 5, 1997 (except for Note 16, as to which the date is
November 20, 1997); on the financial statements of World Wide Automotive, Inc.
dated October 16, 1997; on the consolidated financial statements of Ballantrae
Corporation dated October 17, 1997 (except for Note 12, as to which the date
is October 30, 1997); and on the financial statements of the Tractech Division
of Titan Wheel International, Inc. dated October 17, 1997, in Amendment 4 to
the Registration Statement on Form S-1 and related Prospectus of Delco Remy
International, Inc. for the registration of its Senior Notes.
Ernst & Young LLP
December 9, 1997
I-12II-12