The following summary contains basic information about us and this exchange offer. It likely does not contain all the information that is important to you. You should read this entire prospectus carefully, including "Risk Factors" and the financial information included elsewhere. Unless the context otherwise requires, all information in this prospectus which refers to "we," "our," "the Company," or "us" refers to Advanced Accessory Systems, LLC, or AAS, AAS Capital Corporation and the other subsidiaries of CHAAS Acquisitions, LLC, the direct parent of AAS, which we also refer to as "our parent."

Our Company

        We are one of the world's largest designers and manufacturers of exterior accessories for the automotive original equipment manufacturer, or OEM, market and aftermarket. We design and manufacture a wide array of both rack systems and towing systems and related accessories. We are the largest supplier of towing systems in the world and one of the two largest suppliers of rack systems. Our products are designed and engineered to meet vehicle-specific requirements, while improving vehicle functionality and styling. We sell our products to most of the OEMs producing vehicles in North America and Europe and to many of the major aftermarket distributors, installers and retailers. As a Tier 1 supplier to the OEM market, we are generally awarded contracts to supply our products for a given vehicle platform on a sole source basis. For the twelve months ended March 31, 2003, our net sales were $335.3 million.

        We have long-standing relationships with many of our major customers and have served our two largest customers for more than 10 years. Our OEM customers include BMW, DaimlerChrysler, Fiat, Ford, General Motors, Isuzu, Kia, Mitsubishi, Nissan, Opel, SEAT, Skoda, Subaru, Toyota, Volkswagen and Volvo. Our aftermarket customers include Ace Hardware, Advance Auto Parts, Balkamp (NAPA Auto Parts), Brezan, Canadian Tire, Coast Distribution System, Feuvert, Norauto, and U-Haul. Sales to OEM customers represented 67.7% of our net sales for the twelve months ended March 31, 2003, while the remainder were from sales to customers serving the automotive aftermarket. For the twelve months ended March 31, 2003, 72.5% of our net sales were derived from our North American operations, while the remainder were from European operations. We are headquartered in Sterling Heights, Michigan and have a total of 28 facilities located in both North America and Europe, of which 23 are manufacturing and engineering facilities.

Competitive Strengths

•

Leading global market position;



•

Strong customer relationships;



•

Design and engineering expertise;



•

Comprehensive product line;



•

High quality, low cost manufacturing position; and



•

Experienced management with a proven track record.

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Business Strategy

        Our objective is to strengthen our position as a leading global supplier of automotive exterior accessories, thereby increasing revenue and cash flow. To accomplish our goal, we intend to pursue the following strategies:

•

Increase sales to new and existing customers;



•

Emphasize new product introductions;



•

Increase operating efficiencies; and



•

Pursue strategic acquisitions.

The Transactions

        On April 15, 2003, substantially all of the equity interests of AAS were acquired by Castle Harlan Partners IV, L.P., or CHP IV, a private equity investment fund organized and managed by Castle Harlan Inc., or Castle Harlan, a leading private equity firm. We refer to the foregoing transaction as the "acquisition" in this prospectus. As used in this prospectus, we refer to the "Transactions" collectively as (i) the consummation of the acquisition and the repayment of certain of our then existing indebtedness in connection therewith, (ii) the borrowings under our credit facilities entered into in connection with acquisition and (iii) the issuance of the original notes and the application of the proceeds therefrom. We refer to CHP IV and its affiliates (other than CHAAS Holdings, LLC, or CHAAS Holdings, the direct parent of our parent, and its subsidiaries) in this prospectus as the "Castle Harlan Group." See "The Acquisition" for further information concerning the acquisition including information on the closing purchase price and adjustments, the earnout, sources and uses and our post- acquisition organizational structure chart.

        Our principal executive offices are located at Sterling Town Center, 12900 Hall Road, Suite 200, Sterling Heights, Michigan 48313. Our telephone number is (586) 997-2900.

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THE EXCHANGE OFFER

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SUMMARY TERMS OF NEW NOTES

        The summary below describes the principal terms of the New Notes. Certain of the terms and conditions described below are subject to important limitations and exceptions. The "Description of the New Notes" section of this prospectus contains a more detailed description of the terms and conditions of the New Notes.

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6

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Summary Consolidated Historical and Unaudited Pro Forma Financial Data

        The following table sets forth summary consolidated historical financial data for 2000, 2001 and 2002, and for the unaudited three month periods ended March 31, 2002 and 2003, and unaudited pro forma financial data for the twelve month period ended March 31, 2003 for Advanced Accessory Systems, LLC, our pre-acquisition parent, and should be read in conjunction with our financial statements, the notes thereto, "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the "Unaudited Pro Forma Financial Statements" and notes thereto included elsewhere in this prospectus.

        The summary consolidated historical financial data for Advanced Accessory Systems, LLC and its subsidiaries at December 31, 2002 and 2001, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2002, have been derived from our consolidated historical financial statements included elsewhere in this prospectus. The summary consolidated historical financial data for the three month periods ended March 31, 2002 and 2003 have been derived from our consolidated unaudited historical financial statements which, in the opinion of management, include all adjustments, including usual recurring adjustments, necessary for the fair presentation of that information for such periods. The financial data presented for the interim periods are not necessarily indicative of the results for the full year.

        The summary unaudited pro forma financial data for the twelve month period ended March 31, 2003 has been derived from the pro forma consolidated financial data included elsewhere in this prospectus. See "Unaudited Pro Forma Financial Statements." The summary pro forma condensed consolidated statement of income (unaudited) data presented herein gives pro forma effect to the Transactions as if they occurred at January 1, 2002. The summary pro forma condensed consolidated balance sheet (unaudited) data at March 31, 2003 gives pro forma effect to the Transactions as if they had occurred on March 31, 2003.

        The unaudited pro forma financial data is not necessarily indicative of what our results of operations or financial position would have been had the Transactions taken place on the dates indicated and are not intended to project our results of operations or financial position for any future period or date.

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(1)

Pro forma cash flow reflects the cash flows for the twelve month period ended March 31, 2003 adjusted for the change in cash received via the Transactions and the change in interest expense, net of tax, also related to the Transactions.

(2)

EBITDA is defined as operating income plus depreciation and amortization. Historical EBITDA had been computed without inclusion of foreign exchange gains or losses. If foreign exchange gains and losses had been included in the computation of historical EBITDA, historical EBITDA would have been $39,160, $35,304 and $50,321 for the fiscal years ended December 31, 2000, 2001 and 2002 respectively. Pro forma EBITDA does not include foreign exchange gains or loses since such gains or loses were related to U.S. dollar denominated indebtedness of Brink Internaional B.V. ("Brink") for our then existing capital structure that will not be carried over under our new capital structure. Our management uses EBITDA as a measure of liquidity and we are including it because we believe that it provides our investors and industry analyists additional information to evaluate our ability to meet our debt service obligations. Moreover, our senior credit agreement requires us to use EBITDA in calculating our leverage and fixed charge coverage ratios. EBITDA is not a recognized term under generally accepted accounting principles (GAAP) and should not be considered as an alternative to net income or cash flow from operating activites determined in accordance with GAAP. Because EBITDA, as determined by us, excludes some, but not all, items that affect net income, it may not be comparable to EBITDA or similarly titled measures used by other

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companies.The following table sets forth (i) our calculation of EBITDA and (ii) a reconciliation of EBITDA, as so calculated, to our cash flow provided by operating activites.

(3)

Does not include any amortization of debt issuance costs.

(4)

We believe that the presentation of pro forma data for the twelve month period ended March 31, 2003 is appropriate to provide meaningful comparisons with other sources of data in the automotive industry since such data usually is presented on a twelve month basis.

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RISK FACTORS

In addition to the other information set forth in this prospectus, you should carefully consider the following factors before tendering the Original Notes in exchange for the New Notes. The following risks could materially harm our business, financial condition or future results. If that occurs, the value of the New Notes could decline, and you could lose all or part of your investment.

Risks Relating to Our Indebtedness

Our substantial debt could adversely affect our financial health and prevent the issuers from making payments on the New Notes.

        We have a substantial amount of debt. As of March 31, 2003, after giving effect to the Transactions, we would have had approximately $185.7 million of debt, excluding interest accrued thereon, and, on a pro forma basis, $41.7 million of additional borrowing availability under our credit facilities, subject to compliance with our financial and other covenants and the terms set forth therein.

        Our substantial debt could have important consequences to you. For example, it could:

•

make it more difficult for the issuers to satisfy their obligations with respect to the New Notes;



•

make us vulnerable to general adverse economic and industry conditions;



•

limit our ability to obtain additional financing for future working capital, capital expenditures, product development efforts, strategic acquisitions and other general corporate requirements;



•

expose us to interest rate fluctuations because the interest on the debt under our credit facilities is at variable rates;



•

require us to dedicate a substantial portion of our cash flow from operations to payments on our debt, thereby reducing the availability of our cash flow for operations and other purposes;



•

limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; and



•

place us at a competitive disadvantage compared to our competitors that may have proportionately less debt.

Our debt service will require a significant amount of cash.

        To service our debt, we require a significant amount of cash. Our ability to generate cash, make scheduled payments or to refinance our obligations depends on our successful financial and operating performance. We cannot assure you that our operating performance, cash flow and capital resources will be sufficient for payment of our debt in the future, a substantial portion of which will mature prior to the New Notes. Our financial and operating performance, cash flow and capital resources performance depend upon prevailing economic conditions, and certain financial, business and other factors, many of which are beyond our control. These factors include, among others:

•

economic and competitive conditions affecting the market for our products and the automotive accessories and automotive markets generally;



•

operating difficulties, increased operating costs or pricing pressures we may experience;



•

increased raw material costs; and



•

delays in implementing any strategic projects.

        If our cash flow and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay capacity expansion and capital expenditures, sell material assets or operations, obtain additional capital or restructure our debt. In the event that we are required to dispose of material assets or operations or restructure our debt to meet our debt service and other obligations, we cannot assure you as to the terms of any such transaction or how soon any such transaction could be completed, if at all. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources."

We may incur additional debt.

        We may incur substantial additional indebtedness in the future. The terms of the indenture permit us to incur a substantial amount of additional debt and our credit facilities permit additional

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borrowings under certain circumstances. As of March 31, 2003, after giving effect to the Transactions, we would have had, on a pro forma basis, approximately $41.7 million of additional borrowing availability under our credit facilities, subject to compliance with our financial and other covenants and the terms set forth therein. Our incurrence of additional indebtedness would increase the risks described above.

        The indenture and our credit facilities and our subordinated promissory notes contain various restrictive covenants that limit our management's discretion in operating our business. In particular, these agreements will limit our ability to, among other things:

•

incur additional debt or guarantee obligations;



•

grant liens on assets;



•

make restricted payments (including paying dividends on, redeeming, repurchasing or retiring our equity);



•

make investments or acquisitions;



•

sell assets;



•

engage in transactions with affiliates; and



•

merge, consolidate or transfer substantially all of our assets.

        In addition, our credit facilities also require us to maintain certain financial ratios and limits our ability to make capital expenditures.

        If we fail to comply with the restrictions of the indenture, our credit facilities, our subordinated promissory notes or any other subsequent financing agreements, a default may allow the creditors, if the agreements so provide, to accelerate the related debt under certain circumstances as well as any other debt to which a cross-acceleration or cross-default provision applies. In addition, the lenders may be able to terminate any commitments they had made to supply us with further funds.

Risks Relating to the New Notes

The New Notes are unsecured and effectively subordinated to our secured indebtedness.

        The New Notes will not be secured. Our credit facilities are secured by substantially all of our domestic assets and certain foreign assets. If we become insolvent or are liquidated, or if payment under the credit facilities or any of our other existing or future secured debt obligations is accelerated, our lenders would be entitled to exercise the remedies available to a secured lender under applicable law and will have a claim on those assets before the holders of the New Notes. As a result, the New Notes are effectively subordinated to our secured indebtedness to the extent of the value of the assets securing that indebtedness and the holders of the New Notes may recover ratably less than the lenders of our secured debt in the event of our bankruptcy or liquidation. As of March 31, 2003, after giving effect to the Transactions, the issuers and the guarantors would have had $25.7 million of senior secured indebtedness outstanding, and, on a pro forma basis, approximately $41.7 million of additional borrowing availability under our credit facilities, subject to compliance with our financial and other covenants and the terms set forth therein. In addition, subject to the terms of the indenture, we will be permitted to borrow substantial additional indebtedness, including secured debt, in the future. Accordingly, there can be no assurance that there will be sufficient assets remaining after satisfying our obligations under our senior secured debt for the issuers to pay amounts due on the New Notes.

Not all of our parent's subsidiaries will guarantee the New Notes, and your right to receive payments on the New Notes could be adversely affected if any non-guarantor subsidiaries declare bankruptcy, liquidate or reorganize.

        Not all of our parent's subsidiaries will guarantee the New Notes. Although our parent and all of its material domestic subsidiaries (other than the issuers) will guarantee the New Notes, none of our parent's foreign subsidiaries will guarantee the New Notes. In the event that any of the non-guarantor subsidiaries becomes insolvent, liquidates, reorganizes, dissolves or otherwise winds up, holders of their indebtedness and their trade creditors will generally be entitled to payment on their claims from the assets of those subsidiaries before any of those assets are made available to us. Consequently, your

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claims in respect of the New Notes will be effectively subordinated to all of the existing and future liabilities of the non-guarantor subsidiaries. Net sales from international operations (including Canada) for the twelve months ended March 31, 2003 were $103.5 million, or 30.9% of our net sales. As of March 31, 2003, assets associated with these operations were 46.7% of total assets. As of March 31, 2003, after giving effect to the Transactions, the non-guarantor subsidiaries would have had approximately $18 million of debt outstanding.

The guarantees may not be enforceable because of fraudulent conveyance laws.

        The incurrence of the guarantees by the guarantors (including any future guarantees) may be subject to review under U.S. federal bankruptcy law or relevant state fraudulent conveyance laws if a bankruptcy case or lawsuit is commenced by or on behalf of the guarantors' unpaid creditors. Under these laws, if in such a case or lawsuit a court were to find that, at the time such guarantor incurred a guarantee of the New Notes, such guarantor:

•

incurred the guarantee of the New Notes with the intent of hindering, delaying or defrauding current or future creditors;



•

received less than reasonably equivalent value or fair consideration for incurring the guarantee obligations of the New Notes and such guarantor:



•

was insolvent or was rendered insolvent;



•

was engaged, or about to engage, in a business or transaction for which its remaining assets constituted unreasonably small capital to carry on its business; or



•

intended to incur, or believed that it would incur, debts beyond its ability to pay as such debts matured (as all of the foregoing terms are defined in or interpreted under the relevant fraudulent transfer or conveyance statutes);

then such court could avoid the guarantee of such guarantor or subordinate the amounts owing under such guarantee to such guarantor's presently existing or future debt or take other actions detrimental to you.

        It may be asserted that the guarantors incurred all or a portion of their guarantees for our benefit and they incurred the obligations under the guarantees for less than reasonably equivalent value or fair consideration.

        The measure of insolvency for purposes of the foregoing considerations will vary depending upon the law of jurisdiction that is being applied in any such proceeding. Generally, a company would be considered insolvent if, at the time it incurred the debt or issued the guarantee, any of the following occurred:

•

the sum of its debts (including contingent liabilities) is greater than its assets, at fair valuation;



•

the present fair saleable value of its assets is less than the amount required to pay the probable liability on its total existing debts and liabilities (including contingent liabilities) as they become absolute and matured; or



•

it could not pay its debts as they became due.

        If a guarantee is avoided as a fraudulent conveyance or found to be unenforceable for any reason, you will not have a claim against that obligor and will only be a creditor of our company or any guarantor whose obligation was not set aside or found to be unenforceable.

        We believe that each guarantor will receive, directly and indirectly, reasonably equivalent value for the incurrence of its respective guarantee. In addition, on the basis of historical financial information, recent operating history and other factors, we believe that each guarantor, after giving effect to its respective guarantee will not be insolvent, will not have unreasonably small capital for the business in which it is engaged and will not have incurred debts beyond its ability to pay such debts as they mature. We cannot assure you, however, as to what standard a court would apply in making such determinations or that a court would agree with our conclusions in this regard.

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AAS is a holding company with virtually no independent operations. Its ability to repay the New Notes depends upon the performance of its subsidiaries and their ability to make distributions to AAS.

        AAS is an issuer of the New Notes. Substantially all of AAS' consolidated operations will be conducted by AAS' subsidiaries and, therefore, its ability to pay its debt, including its obligations under the New Notes, will be dependent upon cash dividends and distributions or other transfers from its subsidiaries. AAS' subsidiaries' ability to make any payments to AAS will depend on their indebtedness, business and tax considerations, legal and regulatory restrictions and economic conditions.

AAS Capital Corporation has nominal assets from which to make payments on the New Notes; our parent is a holding company with virtually no independent operations and depends upon the performance of its subsidiaries and their ability to make distributions to it.

        AAS Capital Corporation is also an issuer of the New Notes. AAS Capital Corporation is a wholly-owned subsidiary of AAS with no operations and nominal assets from which to make payments on the New Notes. In addition, our parent is a holding company, which was formed in connection with the acquisition, whose sole source of operating income and cash flow is derived from direct and indirect wholly-owned subsidiaries. Our parent is therefore dependent upon dividends and distributions of earnings from its subsidiaries to perform its obligations under its guarantee.

Our controlling equity holders may take actions that conflict with your interests.

        Substantially all of the voting power of our equity is held by affiliates of Castle Harlan. Accordingly, they control the power to elect our directors and managers, to appoint new management and to approve all actions requiring the approval of the holders of our equity, including adopting amendments to our constituent documents and approving mergers, acquisitions or sales of all or substantially all of our assets. The directors and managers have the authority, subject to the terms of our debt, to issue additional indebtedness or equity, implement equity repurchase programs, declare dividends and make other such decisions about our equity.

        In addition, the interests of our controlling equity holders could conflict with your interests. For example, if we encounter financial difficulties or are unable to pay our debts as they mature, the interests of our controlling equity holders might conflict with your interests as a holder of the New Notes. Our controlling equity holders also may have an interest in pursuing acquisitions, divestitures, financings or other transactions that, in their judgment, could enhance their equity investments, even though such transactions might involve risks to you, as holders of the New Notes.

The issuers may be unable to purchase the New Notes upon a change of control.

        Upon the occurrence of specified "change of control" events, the issuers will be required to offer to purchase each holder's New Notes at a price of 101% of their principal amount plus accrued and unpaid interest, unless all New Notes have been previously called for redemption. The issuers may not have sufficient financial resources to purchase all of the New Notes that holders tender to them upon a change of control offer. The occurrence of a change of control also could constitute an event of default under our credit facilities, the subordinated promissory notes and/or any of our future credit agreements. Our bank lenders may also have the right to prohibit any such purchase or redemption, in which event the issuers would be in default on the New Notes. See "Description of the New Notes—Change of Control."

An active trading market may not develop for the New Notes.

        The New Notes will be a new class of securities for which there currently is no established market, and we cannot be sure if an active or liquid trading market will develop for these notes. The issuers do not intend to apply for listing of the New Notes on any securities exchange or on any automated dealer quotation system. The initial purchasers of the Original Notes are not obligated to make a market in the New Notes and any market making may be discontinued at any time without notice. If a market for

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the New Notes were to develop, the New Notes could trade at prices that may be higher or lower than reflected by their initial offering price, depending on many factors, including among other things:

•

changes in the overall market for high yield debt securities;



•

changes in our financial performance or prospects;



•

the prospects for companies in our industry generally;



•

the number of holders of the New Notes;



•

the interest of securities dealers in making a market for the New Notes; and



•

prevailing interest rates.

In addition, the market for non-investment grade debt has been historically subject to disruptions that have caused substantial volatility in the prices of securities similar to the New Notes. The market for the New Notes, if any, may be subject to similar disruptions. Any such disruption could adversely affect the value of your notes.

Risks Relating to Our Business

Demand for automotive accessories is dependent on the North American and the European automotive industries and economies.

        Our financial performance depends on conditions in the global automotive industry, and, generally, on the North American and European economies. Demand in the automotive industry fluctuates significantly in response to overall economic conditions and is particularly sensitive to changes in interest rate levels, consumer confidence and fuel costs. Any sustained weakness in demand or continued downturn in the economy generally would have a material adverse effect on our business, results of operations and financial condition.

        Our sales are also impacted by retail inventory levels and our OEM customers' production schedules. We cannot predict when the OEMs will decide to either build or reduce inventory levels or whether new inventory levels will approximate historical levels. This may result in significant quarter-to-quarter variability in our performance. Uncertainty regarding inventory levels has been exacerbated by favorable consumer financing programs initiated by our OEM customers which may accelerate sales that otherwise would occur in future periods. In addition, we have historically experienced sales declines during the OEMs' scheduled shut-downs or shut-downs resulting from unforeseen events. Continued uncertainty and other unexpected fluctuations may have a material adverse effect on business, results of operations and financial condition.

        The OEM supplier industry is also cyclical and, in large part, dependent upon the overall strength of consumer demand for various types of motor vehicles. A decrease in consumer demand for motor vehicles in general or specific types of vehicles could have a material adverse effect on our business, results of operations and financial condition.

Our customer base is concentrated and the loss of business from a major customer or the discontinuation of particular vehicle models could reduce our sales and harm our profitability.

        DaimlerChrysler and General Motors, our two largest customers, accounted for 22.0% and 25.1%, respectively, of our aggregate net sales for the twelve months ended March 31, 2003. In addition, for the twelve months ended March 31, 2003, our ten largest customers including DaimlerChrysler and General Motors, accounted for 63.7% of our aggregate net sales. The loss of either or both of DaimlerChrysler and General Motors as a customer or the loss of significant business from either of these customers would have a material adverse effect on our business, results of operations and financial condition. In addition, the loss of significant business from other OEM customers could have a material adverse effect on our business, results of operations and financial condition. Most of our

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OEM sales are made pursuant to purchase orders. These purchase orders generally provide for supplying the customer's requirements for a particular model or model year rather than for the purchase of a minimum or a specific quantity of products and are terminable at will by the customers. In addition, we have contracts with certain large OEM customers which require us to make annual price reductions. Future price accommodations to these customers or any of our other large customers could have a material adverse effect on our business, results of operations and financial condition.

Our industry is highly competitive.

        Although we are one of the world's largest suppliers of rack and towing systems and accessories, we have a large number of competitors, some of which are larger than us and have substantially greater resources than we do. See "Business—Competition." Our business may be adversely affected by increased competition, including pricing competition, in the markets in which we currently operate.

We are subject to certain risks associated with our foreign operations.

        We manufacture and/or sell our products in Europe, Canada and Mexico, in addition to the United States. For the twelve months ended March 31, 2003, 30.9% of our net sales were derived from operations conducted outside the United States, mostly from Europe. These sales are principally in euros. Foreign operations are subject to certain risks that can materially affect our sales, profits, cash flows and financial position. These risks include, but are not limited to:

•

currency exchange rate fluctuations;



•

tax rates in certain foreign countries potentially exceeding those in the United States and foreign earnings potentially being subject to withholding requirements or the imposition of tariffs, exchange controls or other restrictions;



•

general economic and political conditions in countries where we operate and/or sell our products, including inflation;



•

the difficulties associated with managing a large organization spread throughout various countries; and



•

required compliance with a variety of foreign laws and regulations.

        In particular, currency exchange rate fluctuations have in the past impacted our revenues, gross margins and debt servicing requirements. As of March 31, 2003, after giving effect to the Transactions, we would have had approximately $18 million of debt denominated in currencies other than the U.S. dollar. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Quantitative and Qualitative Disclosures About Market Risk."

Some of our employees are unionized.

        As is common in many European jurisdictions, substantially all of our approximately 850 employees in Europe are covered by country-wide collective bargaining agreements. Approximately 170 of our employees in the United States at the Port Huron, Michigan facility are represented by the Teamsters Union. Collective bargaining agreements with the Teamsters Union affecting these employees expire in April 2004. While we believe that our relations with our employees are satisfactory, a significant dispute with our employees could have a material adverse effect on our business, results of operations and financial condition.

Labor disputes at our customers and other suppliers of our customers could adversely affect us.

        Many of our OEM and other Tier 1 supplier customers, and other suppliers to our customers, are unionized, and work stoppages, slowdowns or other labor disputes experienced by, and the labor relations policies of, OEMs and other Tier 1 suppliers could adversely affect demand for our products

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in the short-term, which could adversely affect our business, results of operations and financial condition.

We may incur material product liability and product recall costs.

        We face an inherent business risk of exposure to product liability claims in the event that the failure of our products to perform to specifications results, or is alleged to result, in property damage, bodily injury and/or death. We cannot assure you that we will not experience any material product liability losses in the future or that we will not incur significant costs to defend these claims. To date, we have not experienced any material losses relating to product liability claims.

        In addition, if any products we design are or are alleged to be defective, we may be required to participate in government-imposed or OEM-instituted recalls involving our products, which would result in additional costs to us, which could be material. We also may incur costs relating to product recalls arising out of car design issues, rather than issues relating to the design of our products or their quality or performance. Our subsidiary Brink and three of our OEM customers are in the process of voluntarily recalling approximately 41,000 towing assemblies produced between 1999 to 2001. The recall is expected to result in an expense to Brink of up to $4.0 million. The sellers in the acquisition have agreed to indemnify us for 100% of the losses we incur in connection with the recall. The recall is not expected to have a material adverse effect on our business, financial condition or results of operation, or on our relationship with these OEM customers. In addition to the foregoing, there have been two additional recalls of our products since our formation in 1995, neither of which had a material adverse effect on our business, results of operations or financial condition.

If we are unable to obtain our raw materials at favorable prices, it could adversely impact our financial condition.

        Numerous raw materials are used in the manufacture of our products. Steel, which is purchased in sheets, rolls, bars or tubes, and resin accounted for the most significant components of our raw material costs in 2002. The domestic steel industry has experienced substantial financial instability due to numerous factors, including energy costs and the effect of foreign competition. We also purchase significant amounts of aluminum and plastics. See "Business—Raw Materials." While we have various suppliers globally and have not had difficulties in procuring raw materials, prices of these materials continually fluctuate. In addition, we may be unable to pass on the increased costs of raw materials to our customers. Our inability to pass on increased raw material costs to our customers could adversely affect our business, results of operations and financial condition.

We may make acquisitions, which present additional risks.

        Part of our growth strategy includes pursuing acquisitions. We cannot assure you that we will be able to consummate acquisitions in the future on terms acceptable to us, if at all. In addition, we cannot assure you that the integration of any future acquisitions will be successful or that the anticipated strategic benefits of any future acquisitions will be realized. Acquisitions may involve a number of special risks, including, but not limited to:

•

adverse short-term effects on our reported operating results;



•

diversion of management's attention;



•

difficulties assimilating and integrating the operations of the acquired company with our own; and



•

unanticipated liabilities or contingencies relating to the acquired company.

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We depend on the service of key individuals, the loss of which could materially harm our business.

        Our success will depend, in part, on the efforts of our executive officers and other key employees. Although we do not anticipate that we will have to replace any of our key employees in the near future, the loss of the services of any of our key employees could have a material adverse effect on us until a suitable replacement can be found.

Environmental laws and regulations may impose risks and costs on us.

        Our operations, both in the United States and throughout Europe, are subject to certain federal, state, local and foreign laws, ordinances and regulations governing the protection of the environment, including, but not limited to, those regulating discharges into the air and water, the use, handling and contracting for the disposal of hazardous or toxic substances, the management of wastes, the cleanup of contamination and the control of noise and odors. We could be subject to potentially significant fines or penalties if we fail to comply with these environmental regulatory requirements. Under certain environmental laws, a current or previous owner or operator of real property, and parties that generate or transport hazardous substances that are disposed of at real property, may be held liable for the cost to investigate or clean up such substances on or under the property and for related damages to natural resources. We may be subject to liability, including liability for cleanup costs, resulting from historical or ongoing operations if contamination is discovered at one of our facilities or at a landfill or other location where we have disposed of, or arranged for the disposal of, wastes. We believe that we are in substantial compliance with all environmental laws, although we cannot assure you of this. We have made and will continue to make expenditures to comply with current and future environmental requirements. Increasingly stringent environmental requirements or more aggressive enforcement actions or discovery of unknown conditions may cause our expenditures for environmental compliance to increase and we may incur material costs associated with environmental compliance in the future. See "Business—Environmental Regulation."

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THE ACQUISITION

        On April 15, 2003, substantially all of the equity interests of AAS were acquired by CHP IV, a private equity investment fund organized and managed by Castle Harlan, a leading private equity firm.

Closing Purchase Price and Adjustments

        The consideration paid at or shortly after the closing of the acquisition consisted of approximately $260 million, approximately $168 million of which was used to repay, assume or defease certain of our indebtedness at the time of the acquisition and approximately $92 million (inclusive of the subordinated promissory notes discussed below) of which was used for the closing purchase price of the equity interests of AAS. The cash purchase price payable to the sellers is subject to an adjustment based on working capital at the acquisition closing date, as determined by an audit currently being conducted of our balance sheet, adjusted for certain agreed upon items, to the extent that working capital was more or less than $55.0 million. In July 2003, CHAAS Holdings delivered to the sellers a statement indicating that our adjusted working capital, derived from the audit of specified items of our balance sheet, was $58.655 million at closing of the acquisition. Subject to the right of the sellers to object to this determination, we will be obligated to make a payment of $3.655 million to the sellers, plus 6% interest per annum from the closing date of the acquisition.

        At the closing, subordinated promissory notes in an aggregate principal amount of $10.0 million were issued to the sellers by Valley Industries, LLC, or Valley, and SportRack LLC, or SportRack, two subsidiaries of CHAAS Holdings and guarantors of the notes. The subordinated promissory notes are guaranteed on a subordinated basis by our parent and all of its domestic subsidiaries. The interest rate on the subordinated promissory notes is 12% per annum until maturity. Accrued interest is not payable in cash but capitalized and added to principal. The maturity date on the subordinated promissory notes will be no earlier than 91 days subsequent to the maturity date of the New Notes, subject to certain exceptions. See "Description of CertainMaterial Indebtedness" for additional information concerning the subordinated promissory notes.

Earnout

        CHAAS Holdings also agreed to pay the sellers additional consideration of up to a maximum of $10.0 million in the aggregate to the extent that the Castle Harlan Group achieves an assumed annualized internal rate of return of 30% on its total equity investment in CHAAS Holdings and its subsidiaries as calculated as of the end of each of the 2003, 2004 and 2005 calendar years. The Castle Harlan Group's internal rate of return is determined at the end of each calendar year by calculating the proceeds the Castle Harlan Group would receive in a hypothetical sale of CHAAS Holdings, based upon a value equal to 5.65 times the consolidated EBITDA of CHAAS Holdings and its subsidiaries, adjusted for certain non-recurring items, as of the calendar year then ended and after making appropriate adjustments for cash and indebtedness of CHAAS Holdings and its subsidiaries and other specified items described in the securities purchase agreement relating to the acquisition.

        If there is a change in control (as defined in the securities purchase agreement) prior to March 31, 2006, the full amount of the additional consideration that was not previously earned by the sellers would be accelerated, subject to the Castle Harlan Group achieving a 30% annualized internal rate of return on its total equity investment in our parent and its subsidiaries based on the proceeds the Castle Harlan Group actually receives in the change in control.

        In the event the Castle Harlan Group receives proceeds from certain sales of equity interests in or assets of CHAAS Holdings or from certain sales of our assets or equity interests that do not otherwise constitute a change in control, CHAAS Holdings has agreed to accelerate payment to the sellers of a percentage of any unearned portion of the additional consideration equal to the percentage of the value of the interests sold or redeemed by the Castle Harlan Group in each such transaction, subject in all cases to the Castle Harlan Group having achieved an assumed 30% annualized internal rate of return on its total equity investment in CHAAS Holdings and its subsidiaries at the time of each

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transaction. We will have no obligation to pay any portion of the annual additional consideration that has not been earned by the sellers on or before March 31, 2006, except as to any consideration that would have been earned but was deferred because of a holdback, escrow, earnout or other similar arrangements in connection with a change in control.

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        To the extent the payment of any portion of any additional consideration earned by the sellers would constitute, upon payment, or within the following fiscal quarter, an event of default under the terms governing our indebtedness, including the New Notes, then that portion will be paid in the form of subordinated promissory notes, referred to as "contingent payment notes," that will be substantially in the form of the subordinated promissory notes issued to the sellers at the closing of the acquisition and that will be subordinated on the same basis as the subordinated promissory notes are subordinated to our senior indebtedness, including the New Notes. CHAAS Holdings has agreed to cause the issuers of the contingent payment notes to pay the maximum amount of principal and interest owing under any contingent payment note at the end of each fiscal year to the extent any such payment would not cause or result in an event of default under our senior indebtedness.

Rollover of Equity; Management Equity Investment

        In connection with the acquisition, options to purchase equity interests of AAS previously held by certain of our executive officers were cancelled and CHAAS Holdings issued new options to acquire approximately 1.5% of its common and preferred equity interests to those officers. Certain of our executive officers also acquired common equity interests in CHAAS Holdings at the closing of the acquisition. In addition, in connection with the acquisition, we entered into new employment agreements with certain members of our executive management team. See "Management," "Security Ownership of Certain Beneficial Owners and Management" and "Certain Relationships and Related Transactions" for additional information concerning the equity ownership of CHAAS Holdings and relationships with management. CHAAS Holdings has agreed to cause one or more of its subsidiaries to satisfy any payment obligations under these employment agreements, vesting unit repurchase agreements and rollover securities purchase agreements to the extent that it does not have sufficient funds to do so.

Securities Purchase Agreement

        The securities purchase agreement contains customary representations and warranties, covenants and indemnities by and for the benefit of CHAAS Holdings and the sellers. CHAAS Holdings has agreed to cause one or more of its subsidiaries to satisfy any payment obligations under the securities purchase agreement to the extent that it does not have sufficient funds to do so. The sellers' indemnification obligations, which are several and not joint, for breaches of representations and warranties generally survive until June 30, 2004, except for representations and warranties relating to certain tax and environmental matters which generally survive until April 15, 2007 and certain other specified matters which survive indefinitely. The sellers' obligations to indemnify CHAAS Holdings and CHAAS Holdings' obligation to indemnify the sellers are not triggered until the other suffers losses of $1.75 million, but once that threshold is reached, indemnification may be sought for all losses incurred by that party. The sellers' aggregate indemnification obligations are generally capped at approximately $30 million in the aggregate, consisting of the $10.0 million in cash plus expenses deposited in escrow at the closing of the acquisition as described below, a right of set-off of CHAAS Holdings against the $10.0 million in subordinated promissory notes issued to the sellers at closing and a right of set-off of our parent against any portion of the $10.0 million in additional consideration earned by the sellers as described above. An additional $10.0 million is available for indemnification for tax and environmental matters. Each sellers' individual indemnification obligations are generally capped at the proceeds received from the sale of their equity interests in AAS. CHAAS Holdings' indemnification obligations are generally capped at $20.0 million. The sellers have authorized J. P. Morgan Partners (23A SBIC), LLC, the seller that held a majority of our former equity, to act on their behalf on all indemnification and other matters arising under the securities purchase agreement.

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        At the closing of the acquisition, the sellers deposited $10.0 million with a third party escrow agent to secure the sellers' indemnification obligations and certain other contingent payment obligations of the sellers under the securities purchase agreement. The escrow agreement expires and the funds

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remaining in escrow, if any, will be distributed to the sellers on June 30, 2004, except that if any dispute between CHAAS Holdings and the sellers exists on that date as to any claim of CHAAS Holdings to any escrowed funds, the amount in dispute will continue to be held in escrow until the dispute is resolved either by agreement of CHAAS Holdings and sellers or by a non-appealable order of a court of competent jurisdiction.

        The securities purchase agreement also provides that CHAAS Holdings is entitled to indemnification from the sellers, without regard to any threshold, cap or time limitation, for any losses incurred by CHAAS Holdings and its affiliates (including us) in connection with our pending litigation with Douglas and Andrew Gibbs, two of our former employees. The Gibbs litigation resulted in a judgment against AAS in the amount of approximately $3.8 million, plus attorneys' fees and pre- and post-judgment interest awarded by the trial court, which as of March 31, 2003, approximated $3.1 million.court. Both AAS and the Gibbs are currently appealingappealed the judgment before the United States Court of Appeals for the Sixth Circuit. To secure its appeal, prior to closing of the acquisition, AAS issued a letter of credit in the amount of $8.3 million for the benefit of the Gibbs.Gibbs'. At closing, the sellers deposited with the financial institution that issued the letter of credit $9.0 million in cash in a separate escrow account to cash collateralize the letter of credit and to secure the sellers' obligations to pay all losses incurred by AAS and its affiliates in connection with the Gibbs litigation. The sellers control any further proceedings relatingIn June 2003, the Court of Appeals entered a judgment that reduced the judgment against AAS from $3.8 million to $2.8 million and reduced the interest rate used in calculating pre-judgment interest. In August 2003, the judgment was satisfied by way of a payment from the escrow account to the Gibbs litigation, subjectin the amount of approximately $5.6 million. The remaining proceeds of the escrow account were distributed to certain exceptions. See "Business—Legal Proceedings"the sellers, except for additional information regarding$500,000 which remained in escrow to secure a contingent obligation of the Gibbs litigation.sellers to pay approximately $350,000 in post-trial legal fees claimed by the Gibbs', which amount remains in dispute. In conjunction with the satisfaction of the judgment, the letter of credit was canceled.

        The sellers have also agreed in the securities purchase agreement to indemnify CHAAS Holdings and its affiliates (including us), without regard to any threshold, cap or time limitation, for any losses incurred by CHAAS Holdings and its affiliates in connection with the recall instituted by three OEMs of approximately 41,000 G 3.0 model removable towbar systems produced by Brink between 1999 and 2001, which is described under "Risk Factors—We may incur material product liability and product recall costs." The securities purchase agreement provides that we may settle all matters relating to this recall for up to an aggregate of $4.0 million without the consent of the sellers. Any settlement that exceeds $4.0 million requires the consent of the sellers, although the sellers continue to maintain responsibility for all losses, whether or not they agree to any such settlement.

        The sellers have also agreed to indemnify CHAAS Holdings and its affiliates, without regard to any threshold, for any losses incurred on or before April 15, 2009 in connection with the December 15, 2002 sale of our Reims, France manufacturing facility. In addition, the sellers have agreed to indemnify CHAAS Holdings and its affiliates for any losses that exceed $250,000 without regard to the $1.75 million general indemnification threshold, in connection with an adverse determination of The Netherlands taxing authorities from an audit of Brink which is currently being appealed. The potential liability to The Netherlands taxing authority, which is currently estimated at approximately €200,000, is not taken into account for purposes of the working capital adjustment described above.

        The securities purchase agreement also includes customary covenants by the sellers to maintain certain proprietary information about us confidential and by certain of the sellers not to compete with us for a period of two years after the closing of the acquisition and not to solicit for employment certain of our key employees and members of senior management for a period of one year after the closing of the acquisition. CHAAS Holdings has agreed, subject to certain exceptions, to refrain from engaging in transactions with affiliates on a non-arms' length basis or from redeeming any equity

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interests of CHAAS Holdings at any time while any subordinated promissory note or contingent payment note is outstanding.

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Organizational Chart

        The following chart shows our current organizational structure. All of the entities that are directly or indirectly owned by our parent are wholly-owned. AAS Capital Corporation, an issuer of the New Notes, is an indirect wholly-owned subsidiary of AAS with nominal assets and which conducts no business or operations. Our parent was formed in MayApril 2003 and has virtually no independent operations. CHAAS Holdings was formed in connection with the acquisition and is the direct parent of our parent and also has virtually no independent operations.

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USE OF PROCEEDS

        This exchange offer is intended to satisfy our obligations under the registration rights agreement entered into in connection with the offering of the Original Notes. We will not receive any proceeds from the exchange offer. In consideration for issuing the New Notes, we will receive Original Notes with like original principal amount. The form and terms of the Original Notes are the same as the form and terms of the New Notes, except as otherwise described in this prospectus. The Original Notes surrendered in exchange for New Notes will be retired and canceled and cannot be reissued. Accordingly, the issuance of the New Notes will not result in any increase in our outstanding debt.

        The net proceeds of the issuance of the Original Notes, net of fees, were approximately $145.5 million and were used to refinance a significant portion of the interim financing incurred in connection with the acquisition and to pay certain fees and expenses related to the offering of the Original Notes.

        The estimated sources and uses of funds in connection with the Transactions arewere set forth below (dollars in millions):

        See "Security Ownership of Certain Beneficial Owners and Management," "Certain Relationships and Related Transactions" and "Description of CertainMaterial Indebtedness" for additional information concerning our equity ownership and financing arrangements.

(1)

At the time of the acquisition, we entered into a new credit facility consisting of a revolving credit facility and term loans as follows: (1) a revolving credit facility comprised of (a) a $29.7 million U.S. revolving credit facility and (b) a €9.6 million European revolving credit facility; (2) a term loan A facility comprised of (a) a $29.7 million U.S. term loan A and (b) a €9.6 million European term loan A; and (3) a term loan B comprised of (a) a $48.2 million U.S. term loan B and (b) a €15.6 million European term loan B.

The

amount shown in the table above reflects the net borrowings of $7.7 million under our revolving credit facility, which facility size was increased on May 23, 2003 to a $35.0 million U.S. revolving credit facility, a €15.0 million European revolving credit facility, and a €10.0 million European term loan facility. We used a portion of the proceeds from the issuance of the Original Notes to (i) repay our U.S. term loan A, (ii) repay our U.S. term loan B and (iii) repay a portion of our European term loan B, together with interest accrued thereon. As of May 7, 2003, the interest rates on our U.S. term loan A, European term loan A, U.S. term loan B and European term loan B were 5.07%, 6.34%, 5.57% and 6.84%, respectively. All applicable dollar amounts in this paragraph are based on a euro to dollar conversion rate of 1.08 U.S. dollars to 1.0 euro. See "Description of CertainMaterial Indebtedness."

(2)

Consists of an equity investment of $99.5 million and $0.2 million from Advanced Accessory Acquisitions, LLC, or AAA, a wholly-owned subsidiary of CHP IV, and members of our management, respectively, to acquire common and preferred units of CHAAS Holdings, LLC. In addition, management reinvested an additional $1.2 million that they were entitled to receive at the consummation of the acquisition to acquire equity of CHAAS Holdings. The table above does not include bridge

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financing consisting of a convertible senior subordinated bridge note issued to CHP IV by Valley and SportRack. The bridge note was guaranteed on a subordinated basis by CHAAS Holdings and all of its domestic subsidiaries other than our parent. We used a portion of the proceeds from the issuance of the Original Notes to fully repay the bridge note, together with interest thereon. The interest rate on the bridge note was 12% per annum.

(3)

On May 16, 2003, we redeemed all of our then outstanding 9³/4% Senior Subordinated Notes due 2007 at the optional redemption price of 104⁷/8% of the principal amount thereof plus accrued interest. Upon consummation of the acquisition, we deposited funds in escrow sufficient to effect a covenant defeasance of the senior subordinated notes and to consummate the redemption through the redemption date. The amount of the redemption, which included accrued interest and premiums, was approximately $132.6 million.

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CAPITALIZATION

        The following table sets forth the capitalization of CHAAS Holdings on a consolidated basis as of March 31, 2003, on an actual and adjusted basis. Adjusted capitalization gives effect to the Transactions as if they had occurred on March 31,June 30, 2003.

        You should read this table together with our historical and unaudited pro forma financial statements and the related notes thereto included elsewhere in this prospectus. For additional information regarding our outstanding indebtedness and our credit facilities and notes, see "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources" and "Description of CertainMaterial Indebtedness."

        The dollar amount in the foregoing table with respect to our €10.0 million term loan is based on a euro to dollar conversion rate of 1.081.15 U.S. dollars to 1.0 euro.

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UNAUDITED PRO FORMA FINANCIAL STATEMENTS

        The following unaudited pro forma condensed consolidated financial statements have been derived from the audited historical financial statements of Advanced Accessory Systems, LLC included elsewhere in this prospectus, adjusted to give pro forma effect to the Transactions.

        The unaudited pro forma condensed consolidated statement of income information presented herein gives pro forma effect to the Transactions as if they occurred on January 1, 2002. The unaudited pro forma condensed consolidated balance sheet data at March 31, 2003 gives pro forma effect to the Transactions as if they had occurred on March 31, 2003.

        The unaudited pro forma financial data is not necessarily indicative of our operations or financial position had the Transactions taken place on the dates indicated and are not intended to project our results of operations or financial position for any future period or date.

        The pro forma adjustments are based on preliminary estimates, available information and certain assumptions that we believe are reasonable and may be revised as additional information becomes available. The pro forma adjustments and certain assumptions are described in the accompanying notes. Other information included under this heading has been presented to provide additional analysis. The acquisition has been accounted for using the purchase method of accounting. However, it is not possible at this time to reasonably estimate the separate amounts attributable to identifiable intangible assets or goodwill since the measurement of these assets requires the expertise of an independent appraiser who has not been engagedcompleted their work at this time. See note 6 to the pro forma condensed consolidated statement of operations on page 31. Accordingly, the entire amount of the excess of the purchase consideration has currently been allocated to goodwill, but is expected to be allocated between goodwill and other identifiable intangible assets such as brand names, trademarks, and technologies based primarily on the appraiser's valuation. Completion of the valuation and the resulting reallocation will occur within one year following the acquisition. Thus, the final allocation of the purchase price could differ materially from the pro forma allocation reflected herein. In particular, if additional value is granted to certain tangible or definite lived intangible assets, the pro forma amortization expense would be increased.

        The unaudited pro forma financial statements set forth below should be read in conjunction with our financial statements, the notes thereto and "Management's Discussion and Analysis of Financial Condition and Results of Operations" included elsewhere in this prospectus.

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PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)
For the Year Ended December 31, 2002
(Dollars in thousands)

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PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)
For the Three Months Ended March 31, 2003
(Dollars in thousands)

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PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)
For the TwelveSix Months Ended March 31,June 30, 2003
(Dollars in thousands)