-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AyGErKhezhOn0bNGgCTSjNfid0bBB83ByxSQGhAEY1uK1X/PSk/DVWM5zsp2MGn0 IaqipC4pqDtUAPy+4/9R9A== 0000950109-97-007573.txt : 19971218 0000950109-97-007573.hdr.sgml : 19971218 ACCESSION NUMBER: 0000950109-97-007573 CONFORMED SUBMISSION TYPE: S-1MEF PUBLIC DOCUMENT COUNT: 7 333-37703 FILED AS OF DATE: 19971217 EFFECTIVENESS DATE: 19971217 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: DELCO REMY INTERNATIONAL INC CENTRAL INDEX KEY: 0001046859 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 351909253 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: S-1MEF SEC ACT: SEC FILE NUMBER: 333-42435 FILM NUMBER: 97739508 BUSINESS ADDRESS: STREET 1: 2902 ENTERPRISE DRIVE CITY: ANDERSON STATE: IN ZIP: 46013 BUSINESS PHONE: 7657786499 MAIL ADDRESS: STREET 1: 2902 ENTERPRISE DRIVE CITY: ANDERSON STATE: IN ZIP: 46013 FILER: COMPANY DATA: COMPANY CONFORMED NAME: REMY INTERNATIONAL INC CENTRAL INDEX KEY: 0001047204 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 352004050 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1MEF SEC ACT: SEC FILE NUMBER: 333-42435-01 FILM NUMBER: 97739509 BUSINESS ADDRESS: STREET 1: 2902 ENTERPRISE DR CITY: ANDERSON STATE: IN ZIP: 46013 BUSINESS PHONE: 7657786499 MAIL ADDRESS: STREET 1: 2902 ENTERPRISE DRIVE CITY: ANDERSON STATE: IN ZIP: 46013 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WORLD WIDE AUTOMOTIVE INC CENTRAL INDEX KEY: 0001047208 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690] IRS NUMBER: 541025997 STATE OF INCORPORATION: VA FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: S-1MEF SEC ACT: SEC FILE NUMBER: 333-42435-02 FILM NUMBER: 97739510 BUSINESS ADDRESS: STREET 1: 130 WESTBROOKE DRIVE STREET 2: FORT COLLIER INDUSTRIAL PARK CITY: WINCHESTER STATE: VA ZIP: 22603 BUSINESS PHONE: 5406676500 MAIL ADDRESS: STREET 1: 130 WESTBROOKE DRIVE STREET 2: FORT COLLIER INDUSTRIAL PARK CITY: WINCHESTER STATE: VA ZIP: 22603 FILER: COMPANY DATA: COMPANY CONFORMED NAME: POWRBILT PRODUCTS INC CENTRAL INDEX KEY: 0001047212 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 752398592 STATE OF INCORPORATION: TX FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: S-1MEF SEC ACT: SEC FILE NUMBER: 333-42435-03 FILM NUMBER: 97739511 BUSINESS ADDRESS: STREET 1: 617 S 4TH STREET CITY: MANSFIELD STATE: TX ZIP: 76063 BUSINESS PHONE: 8174733208 MAIL ADDRESS: STREET 1: 617 S 46TH STREET CITY: MANSFIELD STATE: TX ZIP: 76063 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MARINE CORP OF AMERICA CENTRAL INDEX KEY: 0001047222 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 351804826 STATE OF INCORPORATION: IN FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: S-1MEF SEC ACT: SEC FILE NUMBER: 333-42435-04 FILM NUMBER: 97739512 BUSINESS ADDRESS: STREET 1: 980 HURRICANE ROAD CITY: FRANKLIN STATE: IN ZIP: 46131 BUSINESS PHONE: 3177389408 MAIL ADDRESS: STREET 1: 980 HURRICANE RD CITY: FRANKLIN STATE: IN ZIP: 446131 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MARINE DRIVE SYSTEMS INC CENTRAL INDEX KEY: 0001047226 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 580941862 STATE OF INCORPORATION: NJ FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: S-1MEF SEC ACT: SEC FILE NUMBER: 333-42435-05 FILM NUMBER: 97739513 BUSINESS ADDRESS: STREET 1: GRISOM AERPLES 1175 N HOOSIER BLVD CITY: PERU STATE: IN ZIP: 46970 BUSINESS PHONE: 7656898176 MAIL ADDRESS: STREET 1: GRISOM AEROPLES 1175 N HOOSIER BLVD CITY: PERU STATE: IN ZIP: 46970 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERNATIONAL FUEL SYSTEMS INC CENTRAL INDEX KEY: 0001047229 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 232212698 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: S-1MEF SEC ACT: SEC FILE NUMBER: 333-42435-06 FILM NUMBER: 97739514 BUSINESS ADDRESS: STREET 1: 2902 ENTERPRISE DR CITY: ANDERSON STATE: IN ZIP: 46013 BUSINESS PHONE: 3177389408 MAIL ADDRESS: STREET 1: 980 HURRICANE RD CITY: FRANKLIN STATE: IN ZIP: 46131 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FRANKLKIN POWER PRODUCTS INC CENTRAL INDEX KEY: 0001047233 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 351809762 STATE OF INCORPORATION: IN FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: S-1MEF SEC ACT: SEC FILE NUMBER: 333-42435-07 FILM NUMBER: 97739515 BUSINESS ADDRESS: STREET 1: 400 FORSYTHE STREET P O BOX 667 CITY: FRANKLIN STATE: IN ZIP: 46131 BUSINESS PHONE: 3177382117 MAIL ADDRESS: STREET 1: 400 FORSYTHE STREET P O BOX 667 CITY: FRANKLIN STATE: IN ZIP: 46131 FILER: COMPANY DATA: COMPANY CONFORMED NAME: POWER INVESTMENTS INC CENTRAL INDEX KEY: 0001047236 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 351567602 STATE OF INCORPORATION: IN FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: S-1MEF SEC ACT: SEC FILE NUMBER: 333-42435-08 FILM NUMBER: 97739516 BUSINESS ADDRESS: STREET 1: 400 FORSYTHE STREET P O BOX 667 CITY: FRANKLIN STATE: IN ZIP: 46131 BUSINESS PHONE: 3177382117 MAIL ADDRESS: STREET 1: 400 FORSYTHE STREET P O BOX 667 CITY: FRANKLIN STATE: IN ZIP: 46131 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MCA INC OF MISSISSIPPI CENTRAL INDEX KEY: 0001047241 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 640765216 STATE OF INCORPORATION: MS FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: S-1MEF SEC ACT: SEC FILE NUMBER: 333-42435-09 FILM NUMBER: 97739517 BUSINESS ADDRESS: STREET 1: 412 BAY ST P O BOX 257 CITY: HIEDELBERG STATE: MS ZIP: 39439 BUSINESS PHONE: 6017872688 FILER: COMPANY DATA: COMPANY CONFORMED NAME: R&L TOOL CO INC CENTRAL INDEX KEY: 0001047245 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 640701131 STATE OF INCORPORATION: MS FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: S-1MEF SEC ACT: SEC FILE NUMBER: 333-42435-10 FILM NUMBER: 97739518 BUSINESS ADDRESS: STREET 1: R I BOX 320 HIGHWAY 481 N CITY: RALEIGH STATE: MS ZIP: 39153 BUSINESS PHONE: 6015362193 FILER: COMPANY DATA: COMPANY CONFORMED NAME: A&B CORES INC CENTRAL INDEX KEY: 0001047246 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 640815878 STATE OF INCORPORATION: MS FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: S-1MEF SEC ACT: SEC FILE NUMBER: 333-42435-11 FILM NUMBER: 97739519 BUSINESS ADDRESS: STREET 1: 225 WHITE OAK DRIVE P O BOX 339 CITY: RALEIGH STATE: MS ZIP: 391533 BUSINESS PHONE: 6017829922 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DALEX INC CENTRAL INDEX KEY: 0001047247 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 640719018 STATE OF INCORPORATION: MS FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: S-1MEF SEC ACT: SEC FILE NUMBER: 333-42435-12 FILM NUMBER: 97739520 BUSINESS ADDRESS: STREET 1: BAY SPRINGS INDUSTRIAL PARK P O BOX1901 STREET 2: 123 COMMERCE STREET CITY: BAY SPRINGS STATE: MS ZIP: 39422 BUSINESS PHONE: 6017644168 FILER: COMPANY DATA: COMPANY CONFORMED NAME: A&B ENTERPRISES INC CENTRAL INDEX KEY: 0001047248 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 640643692 STATE OF INCORPORATION: MS FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: S-1MEF SEC ACT: SEC FILE NUMBER: 333-42435-13 FILM NUMBER: 97739521 BUSINESS ADDRESS: STREET 1: HIGHWAY 18 WEST PO BOX 8 CITY: MERIDAN STATE: MS ZIP: 39153 BUSINESS PHONE: 6017829922 FILER: COMPANY DATA: COMPANY CONFORMED NAME: A&B GROUP INC CENTRAL INDEX KEY: 0001047249 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 64082345 STATE OF INCORPORATION: MS FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: S-1MEF SEC ACT: SEC FILE NUMBER: 333-42435-14 FILM NUMBER: 97739522 BUSINESS ADDRESS: STREET 1: 1029 B STREET CITY: MERIDIAN STATE: MS ZIP: 39391 BUSINESS PHONE: 6014858575 FILER: COMPANY DATA: COMPANY CONFORMED NAME: REMAN HOLDINGS INC CENTRAL INDEX KEY: 0001047257 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 521910536 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: S-1MEF SEC ACT: SEC FILE NUMBER: 333-42435-15 FILM NUMBER: 97739523 BUSINESS ADDRESS: STREET 1: 2902 ENTERPRISE DR CITY: ANDERSON STATE: IN ZIP: 46013 BUSINESS PHONE: 7657786499 MAIL ADDRESS: STREET 1: 2902 ENTERPRISE DRIVE CITY: ANDERSON STATE: IN ZIP: 46013 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DELCO REMY AMERICA INC CENTRAL INDEX KEY: 0001047268 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 351909405 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: S-1MEF SEC ACT: SEC FILE NUMBER: 333-42435-16 FILM NUMBER: 97739524 BUSINESS ADDRESS: STREET 1: 2902 ENTERPRISE DRIVE CITY: ANDERSON STATE: IN ZIP: 46013 MAIL ADDRESS: STREET 1: 2902 ENTERPRISE DRIVE CITY: ANDERSON STATE: IN ZIP: 46013 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NABCO INC /MI/ CENTRAL INDEX KEY: 0001047535 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 382105668 STATE OF INCORPORATION: MI FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: S-1MEF SEC ACT: SEC FILE NUMBER: 333-42435-17 FILM NUMBER: 97739525 BUSINESS ADDRESS: STREET 1: 591 E CHURCH ST STREET 2: PO BOX 66 CITY: REED CITY STATE: MI ZIP: 49677 BUSINESS PHONE: 6168328104 S-1MEF 1 FORM S-1MEF AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 17, 1997. REGISTRATION NO. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------------- FORM S-1 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 INDUSTRIAL (I.R.S. EMPLOYER JURISDICTION OF CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.) INCORPORATION OR ORGANIZATION) ---------------- SEE TABLE OF ADDITIONAL REGISTRANTS BELOW ---------------- 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) ---------------- 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) ---------------- 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 ---------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after the effective date of this Registration Statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, 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, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [X] File No. 333-37703 If this form is a post-effective amendment filed pursuant to Rule 462(c) 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 delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [_] ----------------
CALCULATION OF REGISTRATION FEE ========================================================================================== PROPOSED PROPOSED AMOUNT MAXIMUM MAXIMUM TITLE OF EACH CLASS OF TO BE OFFERING PRICE AGGREGATE AMOUNT OF SECURITIES TO BE REGISTERED REGISTERED PER UNIT(1) OFFERING PRICE(1) REGISTRATION FEE - ------------------------------------------------------------------------------------------ 8 5/8% Senior Notes Due 2007.................. $15,000,000 100% $15,000,000 $4,546 - ------------------------------------------------------------------------------------------ Senior Guarantees of Registrants other than Delco Remy International, Inc. .. $15,000,000 -- -- None(2) ==========================================================================================
(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457. (2) No separate fee payable pursuant to Rule 457(n). ================================================================================ 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. - ------------------------------ --------------- ---------------- ------------------ Delco Remy America, Inc.... Delaware 3694 35-1909405 2902 Enterprise Drive Anderson, IN 46013 (765) 778-6499 Remy International, Inc.... Delaware 3694 35-2004050 2902 Enterprise Drive Anderson, IN 46013 (765) 778-6499 Reman Holdings, Inc........ Delaware 3694 52-1910536 2902 Enterprise Drive Anderson, IN 46013 (765) 778-6499 Nabco, Inc................. Michigan 3694 38-2105668 591 E. Church Street P.O. Box 66 Reed City, MI 49677 (616) 832-8104 The A&B Group, Inc......... Mississippi 3694 64-0823245 1029 "B" Street Meridian, MS 39301 (601) 485-8575 A&B Enterprises, Inc....... Mississippi 3694 64-0643692 Highway 18, West P.O. Box 8 Meridian, MS 39153 (601) 782-9922 Dalex, Inc. ............... Mississippi 5013 64-0719018 Bay Springs Industrial Park P.O. Box 1901 123 Commerce Street Bay Springs, MS 39422 (601) 764-4168 A&B Cores, Inc. ........... Mississippi 3694 64-0815878 225 White Oak Drive P.O. Box 339 Raleigh, MS 39153 (601) 782-9922
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. - ------------------------------ --------------- ---------------- ------------------ R&L Tool Company, Inc...... Mississippi 3694 64-0701131 R. 1, Box 320 Highway 481, North Raleigh, MS 39153 (601) 536-2193 MCA, Inc. of Mississippi... Mississippi 3694 64-0765216 412 Bay Street P.O. Box 257 Heidelberg, MS 39439 (601) 787-2688 Power Investments, Inc. ... Indiana 3714 35-1567602 400 Forsythe Street P. O. Box 667 Franklin, IN 46131 (317) 738-2117 Franklin Power Products, Inc. ..................... Indiana 3714 35-1809762 400 Forsythe Street P.O. Box 667 Franklin, IN 46131 (317) 738-2117 International Fuel Systems, Inc. ..................... Indiana 3714 35-1880654 980 Hurricane Road Franklin, IN 46131 (317) 738-9408 Marine Drive Systems, Inc. ..................... New Jersey 3519 58-0941862 Grisom Aeroplex 1175 N. Hoosier Boulevard Peru, IN 46970 (765) 689-8176 Marine Corporation of Amer- ica....................... Indiana 3519 35-1804826 980 Hurricane Road Franklin, IN 46131 (317) 738-9408 Powrbilt Products, Inc. ... Texas 3519 75-2398592 617 S. 4th Street Mansfield, TX 76063 (817) 473-3208 World Wide Automotive, Inc. ..................... Virginia 3694 54-1025997 130 Westbrooke Drive Fort Collier Industrial Park Winchester, VA 22603 (540) 667-6500
EXPLANATORY NOTE This Registration Statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and General Instruction V of Form S-1. The contents of the Registration Statement on Form S-1 (File No. 333-37703), as amended, declared effective on December 15, 1997 by the Securities and Exchange Commission are hereby incorporated by reference, including, without limitation, Exhibit 25 thereto and all exhibits incorporated by reference therein. 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. 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-1
EXHIBIT NUMBER DESCRIPTION ------- ----------- 23.1 Consent of Ernst & Young LLP 23.2 Consent of Fiedman & Fuller P.C. 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 5.6 24.1 Power of Attorney included on Signature Page 25.1* Form T-1 Statement of Eligibility of Trustee
- -------- * 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 $130,000,000 aggregate principal amount of 8 5/8% Senior Notes Due 2007 (File No. 333-37703) (the "Debt Registration Statement"). ** Incorporated by reference to the Exhibit of the same number to Amendment No. 3 to the Debt 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 Debt Registration Statement which was filed by the Company on December 9, 1997. + 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 (File No. 333-37675) (the "Equity Registration Statement"). ++ 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-2 SIGNATURES PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, 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 AND STATE OF INDIANA ON DECEMBER 16, 1997. Delco Remy International, Inc. By: /s/ Harold K. Sperlich --------------------------------- HAROLD K. SPERLICH CHAIRMAN KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints Thomas J. Snyder and Susan E. Goldy and each of them such person's true and lawful attorney-in-fact and agent, with full power of substitution and revocation, for such person and in such person's name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof. PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED.
SIGNATURE TITLE DATE /s/ Harold K. Sperlich Chairman (principal December 16, 1997 - ------------------------------------- executive officer) HAROLD K. SPERLICH and Director /s/ David L. Harbert Executive Vice December 16, 1997 - ------------------------------------- President and Chief DAVID L. HARBERT Financial Officer (principal financial and principal accounting officer) /s/ E. H. Billig Director December 16, 1997 - ------------------------------------- E. H. BILLIG /s/ Richard M. Cashin, Jr. Director December 16, 1997 - ------------------------------------- RICHARD M. CASHIN, JR. /s/ Michael A. Delaney Director December 16, 1997 - ------------------------------------- MICHAEL A. DELANEY /s/ James R. Gerrity Director December 16, 1997 - ------------------------------------- JAMES R. GERRITY /s/ Robert J. Schultz Director December 16, 1997 - ------------------------------------- ROBERT J. SCHULTZ /s/ Thomas J. Snyder Director December 16, 1997 - ------------------------------------- THOMAS J. SNYDER
SIGNATURES PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, 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 AND STATE OF INDIANA ON DECEMBER 16, 1997. Delco Remy America, Inc. By: /s/ Harold K. Sperlich --------------------------------- HAROLD K. SPERLICH CHAIRMAN KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints Thomas J. Snyder and Susan E. Goldy and each of them such person's true and lawful attorney-in-fact and agent, with full power of substitution and revocation, for such person and in such person's name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneyinfact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof. PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED.
SIGNATURE TITLE DATE --------- ----- ---- /s/ Harold K. Sperlich Chairman (principal December 16, - ------------------------------------- executive officer) 1997 HAROLD K. SPERLICH /s/ David L. Harbert Executive Vice December 16, - ------------------------------------- President and Chief 1997 DAVID L. HARBERT Financial Officer (principal financial and principal accounting officer) /s/ E. H. Billig Director December 16, - ------------------------------------- 1997 E. H. BILLIG /s/ Richard M. Cashin, Jr. Director December 16, - ------------------------------------- 1997 RICHARD M. CASHIN, JR. /s/ Michael A. Delaney Director December 16, - ------------------------------------- 1997 MICHAEL A. DELANEY /s/ James R. Gerrity Director December 16, - ------------------------------------- 1997 JAMES R. GERRITY /s/ Thomas J. Snyder Director December 16, - ------------------------------------- 1997 THOMAS J. SNYDER
SIGNATURES PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, 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 AND STATE OF INDIANA ON DECEMBER 16, 1997. Remy International, Inc. By: /s/ Harold K. Sperlich --------------------------------- HAROLD K. SPERLICH CHAIRMAN KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints Thomas J. Snyder and Susan E. Goldy and each of them such person's true and lawful attorney-in-fact and agent, with full power of substitution and revocation, for such person and in such person's name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof. PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED.
SIGNATURE TITLE DATE --------- ----- ---- /s/ Harold K. Sperlich Chairman (principal December 16, 1997 - ------------------------------------- executive officer) HAROLD K. SPERLICH /s/ David L. Harbert Executive Vice December 16, 1997 - ------------------------------------- President and Chief DAVID L. HARBERT Financial Officer (principal financial and principal accounting officer) /s/ E. H. Billig Director December 16, 1997 - ------------------------------------- E. H. BILLIG /s/ Richard M. Cashin, Jr. Director December 16, 1997 - ------------------------------------- RICHARD M. CASHIN, JR. /s/ Michael A. Delaney Director December 16, 1997 - ------------------------------------- MICHAEL A. DELANEY /s/ James R. Gerrity Director December 16, 1997 - ------------------------------------- JAMES R. GERRITY /s/ Thomas J. Snyder Director December 16, 1997 - ------------------------------------- THOMAS J. SNYDER
SIGNATURES PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, 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 AND STATE OF INDIANA ON DECEMBER 16, 1997. Reman Holdings, Inc. By: /s/ Harold K. Sperlich --------------------------------- HAROLD K. SPERLICH CHAIRMAN KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints Thomas J. Snyder and Susan E. Goldy and each of them such person's true and lawful attorney-in-fact and agent, with full power of substitution and revocation, for such person and in such person's name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof. PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED.
SIGNATURE TITLE DATE --------- ----- ---- /s/ Harold K. Sperlich Chairman (principal December 16, 1997 - ------------------------------------- executive officer) HAROLD K. SPERLICH /s/ David L. Harbert Executive Vice December 16, 1997 - ------------------------------------- President and Chief DAVID L. HARBERT Financial Officer (principal financial and principal accounting officer) /s/ E. H. Billing Director December 16, 1997 - ------------------------------------- E. H. BILLIG /s/ Richard M. Cashin, Jr. Director December 16, 1997 - ------------------------------------- RICHARD M. CASHIN, JR. /s/ Michael A. Delaney Director December 16, 1997 - ------------------------------------- MICHAEL A. DELANEY /s/ James R. Gerrity Director December 16, 1997 - ------------------------------------- JAMES R. GERRITY /s/ Thomas J. Snyder Director December 16, 1997 - ------------------------------------- THOMAS J. SNYDER
SIGNATURES PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, 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 AND STATE OF INDIANA ON DECEMBER 16, 1997. Nabco, Inc. By: /s/ Nicholas J. Bozich --------------------------------- NICHOLAS J. BOZICH PRESIDENT AND CHIEF EXECUTIVE OFFICER KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints Thomas J. Snyder and Susan E. Goldy and each of them such person's true and lawful attorney-in-fact and agent, with full power of substitution and revocation, for such person and in such person's name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof.- PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED.
SIGNATURE TITLE DATE --------- ----- ---- /s/ Nicholas J. Bozich President and Chief December 16, 1997 - ------------------------------------- Executive Officer NICHOLAS J. BOZICH (principal executive officer) /s/ David L. Harbert Vice President, December 16, - ------------------------------------- Treasurer 1997 DAVID L. HARBERT (principal financial and principal accounting officer) and Director /s/ Thomas J. Snyder Director December 16, - ------------------------------------- 1997 THOMAS J. SNYDER
SIGNATURES PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, 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 AND STATE OF INDIANA ON DECEMBER 16, 1997. The A&B Group, Inc. By: /s/ John M. Mayfield --------------------------------- JOHN M. MAYFIELD PRESIDENT KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints Thomas J. Snyder and Susan E. Goldy and each of them such person's true and lawful attorney-in-fact and agent, with full power of substitution and revocation, for such person and in such person's name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof. PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED.
SIGNATURE TITLE DATE --------- ----- ---- /s/ John M. Mayfield President (principal December 16, - ------------------------------------- executive officer) 1997 JOHN M. MAYFIELD /s/ David L. Harbert Vice President, December 16, - ------------------------------------- Treasurer 1997 DAVID L. HARBERT (principal financial and principal accounting officer) and Director /s/ Thomas J. Snyder Director December 16, - ------------------------------------- 1997 THOMAS J. SNYDER /s/ James R. Gerrity Director December 16, - ------------------------------------- 1997 JAMES R. GERRITY
SIGNATURES PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, 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 AND STATE OF INDIANA ON DECEMBER 16, 1997. A&B Enterprises, Inc. By: /s/ John M. Mayfield --------------------------------- John M. Mayfield President KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints Thomas J. Snyder and Susan E. Goldy and each of them such person's true and lawful attorney-in-fact and agent, with full power of substitution and revocation, for such person and in such person's name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof. PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED.
SIGNATURE TITLE DATE /s/ John M. Mayfield President (principal December 16, 1997 - ------------------------------------- executive officer) JOHN M. MAYFIELD /s/ David L. Harbert Vice President, December 16, 1997 - ------------------------------------- Treasurer DAVID L. HARBERT (principal financial and principal accounting officer) and Director /s/ Thomas J. Snyder Director December 16, 1997 - ------------------------------------- THOMAS J. SNYDER /s/ James R. Gerrity Director December 16, 1997 - ------------------------------------- JAMES R. GERRITY
SIGNATURES PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, 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 AND STATE OF INDIANA ON DECEMBER 16, 1997. Dalex, Inc. By: /s/ John M. Mayfield --------------------------------- John M. Mayfield President KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints Thomas J. Snyder and Susan E. Goldy and each of them such person's true and lawful attorney-in-fact and agent, with full power of substitution and revocation, for such person and in such person's name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof. PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED.
SIGNATURE TITLE DATE /s/ John M. Mayfield President (principal December 16, 1997 - ------------------------------------- executive officer) JOHN M. MAYFIELD /s/ David L. Harbert Vice President, December 16, 1997 - ------------------------------------- Treasurer DAVID L. HARBERT (principal financial and principal accounting officer) and Director /s/ Thomas J. Snyder Director December 16, 1997 - ------------------------------------- THOMAS J. SNYDER /s/ James R. Gerrity Director December 16, 1997 - ------------------------------------- JAMES R. GERRITY
SIGNATURES PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, 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 AND STATE OF INDIANA ON DECEMBER 16, 1997. A&B Cores, Inc. By: /s/ John M. Mayfield --------------------------------- John M. Mayfield President KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints Thomas J. Snyder and Susan E. Goldy and each of them such person's true and lawful attorney-in-fact and agent, with full power of substitution and revocation, for such person and in such person's name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof. PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED.
SIGNATURE TITLE DATE /s/ John M. Mayfield President (principal December 16, 1997 - ------------------------------------- executive officer) JOHN M. MAYFIELD /s/ David L. Harbert Vice President, December 16, 1997 - ------------------------------------- Treasurer DAVID L. HARBERT (principal financial and principal accounting officer) and Director /s/ Thomas J. Snyder Director December 16, 1997 - ------------------------------------- THOMAS J. SNYDER /s/ James R. Gerrity Director December 16, 1997 - ------------------------------------- JAMES R. GERRITY
SIGNATURES PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, 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 AND STATE OF INDIANA ON DECEMBER 16, 1997. R&L Tool Company, Inc. By: /s/ John M. Mayfield --------------------------------- JOHN M. MAYFIELD PRESIDENT KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints Thomas J. Snyder and Susan E. Goldy and each of them such person's true and lawful attorney-in-fact and agent, with full power of substitution and revocation, for such person and in such person's name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof. PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED.
SIGNATURE TITLE DATE --------- ----- ---- /s/ John M. Mayfield President (principal December 16, 1997 - ------------------------------------- executive officer) JOHN M. MAYFIELD /s/ David L. Harbert Vice President, December 16, 1997 - ------------------------------------- Treasurer DAVID L. HARBERT (principal financial and principal accounting officer) and Director /s/ Thomas J. Snyder Director December 16, 1997 - ------------------------------------- THOMAS J. SNYDER /s/ James R. Gerrity Director December 16, 1997 - ------------------------------------- JAMES R. GERRITY
SIGNATURES PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, 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 AND STATE OF INDIANA ON DECEMBER 16, 1997. MCA, Inc. of Mississippi By: /s/ John M. Mayfield --------------------------------- JOHN M. MAYFIELD PRESIDENT KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints Thomas J. Snyder and Susan E. Goldy and each of them such person's true and lawful attorney-in-fact and agent, with full power of substitution and revocation, for such person and in such person's name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof. PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED.
SIGNATURE TITLE DATE --------- ----- ---- /s/ John M. Mayfield President (principal December 16, 1997 - ------------------------------------- executive officer) JOHN M. MAYFIELD /s/ David L. Harbert Vice President, December 16, 1997 - ------------------------------------- Treasurer DAVID L. HARBERT (principal financial and principal accounting officer) and Director /s/ Thomas J. Snyder Director December 16, 1997 - ------------------------------------- THOMAS J. SNYDER /s/ James R. Gerrity Director December 16, 1997 - ------------------------------------- JAMES R. GERRITY
SIGNATURES PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, 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 AND STATE OF INDIANA ON DECEMBER 16, 1997. Power Investments, Inc. By: /s/ J. Michael Jarvis ---------------------------------- J. MICHAEL JARVIS PRESIDENT KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints Thomas J. Snyder and Susan E. Goldy and each of them such person's true and lawful attorney-in-fact and agent, with full power of substitution and revocation, for such person and in such person's name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof. PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED.
SIGNATURE TITLE DATE --------- ----- ---- /s/ J. Michael Jarvis President (principal December 16, - ------------------------------------- executive officer) 1997 J. MICHAEL JARVIS and Director /s/ David L. Harbert Vice President, December 16, - ------------------------------------- Treasurer 1997 DAVID L. HARBERT (principal financial and principal accounting officer) and Director /s/ Thomas J. Snyder Director December 16, - ------------------------------------- 1997 THOMAS J. SNYDER
SIGNATURES PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, 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 AND STATE OF INDIANA ON DECEMBER 16, 1997. Franklin Power Products, Inc. By: /s/ J. Michael Jarvis --------------------------------- J. MICHAEL JARVIS PRESIDENT KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints Thomas J. Snyder and Susan E. Goldy and each of them such person's true and lawful attorney-in-fact and agent, with full power of substitution and revocation, for such person and in such person's name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof. PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED.
SIGNATURE TITLE DATE --------- ----- ---- /s/ J. Michael Jarvis President (principal December 16, - ------------------------------------- executive officer) 1997 J. MICHAEL JARVIS and Director /s/ David L. Harbert Vice President, December 16, - ------------------------------------- Treasurer 1997 DAVID L. HARBERT (principal financial and principal accounting officer) and Director /s/ Thomas J. Snyder Director December 16, - ------------------------------------- 1997 THOMAS J. SNYDER
SIGNATURES PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, 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 AND STATE OF INDIANA ON DECEMBER 16, 1997. International Fuel Systems, Inc. By: /s/ J. Michael Jarvis --------------------------------- J. MICHAEL JARVIS PRESIDENT KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints Thomas J. Snyder and Susan E. Goldy and each of them such person's true and lawful attorney-in-fact and agent, with full power of substitution and revocation, for such person and in such person's name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof. PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED.
SIGNATURE TITLE DATE --------- ----- ---- /s/ J. Michael Jarvis President (principal December 16, - ------------------------------------- executive officer) 1997 J. MICHAEL JARVIS and Director /s/ David L. Harbert Vice President, December 16, - ------------------------------------- Treasurer 1997 DAVID L. HARBERT (principal financial and principal accounting officer) and Director /s/ Thomas J. Snyder Director December 16, - ------------------------------------- 1997 THOMAS J. SNYDER
SIGNATURES PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, 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 AND STATE OF INDIANA ON DECEMBER 16, 1997. Marine Drive Systems, Inc. By: /s/ J. Michael Jarvis --------------------------------- J. MICHAEL JARVIS PRESIDENT KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints Thomas J. Snyder and Susan E. Goldy and each of them such person's true and lawful attorney-in-fact and agent, with full power of substitution and revocation, for such person and in such person's name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof. PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED.
SIGNATURE TITLE DATE --------- ----- ----- /s/ J. Michael Jarvis President (principal December 16, 1997 - ------------------------------------- executive officer) J. MICHAEL JARVIS and Director /s/ David L. Harbert Vice President, December 16, 1997 - ------------------------------------- Treasurer DAVID L. HARBERT (principal financial and principal accounting officer) and Director /s/ Thomas J. Snyder Director December 16, 1997 - ------------------------------------- THOMAS J. SNYDER
SIGNATURES PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, 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 AND STATE OF INDIANA ON DECEMBER 16, 1997. Marine Corporation of America By: /s/ J. Michael Jarvis ---------------------------------- J. MICHAEL JARVIS PRESIDENT KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints Thomas J. Snyder and Susan E. Goldy and each of them such person's true and lawful attorney-in-fact and agent, with full power of substitution and revocation, for such person and in such person's name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof. PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED.
SIGNATURE TITLE DATE --------- ----- ---- /s/ J. Michael Jarvis President (principal December 16, 1997 - ------------------------------------- executive officer) J. MICHAEL JARVIS and Director /s/ David L. Harbert Vice President, December 16, 1997 - ------------------------------------- Treasurer DAVID L. HARBERT (principal financial and principal accounting officer) and Director /s/ Thomas J. Snyder Director December 16, 1997 - ------------------------------------- THOMAS J. SNYDER
SIGNATURES PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, 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 AND STATE OF INDIANA ON DECEMBER 16, 1997. Powrbilt Products, Inc. By: /s/ J. Michael Jarvis ---------------------------------- J. MICHAEL JARVIS PRESIDENT KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints Thomas J. Snyder and Susan E. Goldy and each of them such person's true and lawful attorney-in-fact and agent, with full power of substitution and revocation, for such person and in such person's name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof. PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED.
SIGNATURE TITLE DATE --------- ----- ---- /s/ J. Michael Jarvis President (principal December 16, 1997 - ------------------------------------- executive officer) J. MICHAEL JARVIS and Director /s/ David L. Harbert Vice President, December 16, 1997 - ------------------------------------- Treasurer DAVID L. HARBERT (principal financial and principal accounting officer) and Director /s/ Thomas J. Snyder Director December 16, 1997 - ------------------------------------- THOMAS J. SNYDER
SIGNATURES PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, 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 AND STATE OF INDIANA ON DECEMBER 16, 1997. World Wide Automotive, Inc. By: /s/ Thomas J. Snyder ---------------------------------- THOMAS J. SNYDER CHAIRMAN KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below constitutes and appoints Thomas J. Snyder and Susan E. Goldy and each of them such person's true and lawful attorney-in-fact and agent, with full power of substitution and revocation, for such person and in such person's name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this Registration Statement and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof. PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED.
SIGNATURE TITLE DATE --------- ----- ---- /s/ Thomas J. Snyder Chairman (principal December 16, 1997 - ------------------------------------- executive officer) THOMAS J. SNYDER and Director /s/ David L. Harbert Vice President, December 16, 1997 - ------------------------------------- Treasurer DAVID L. HARBERT (principal financial and principal accounting officer) and Director - ------------------------------------- Director RICHARD L. KEISLER
CONSENT OF INDEPENDENT AUDITORS 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 December 16, 1997); on the financial statements of World Wide Automotive, Inc. dated October 16, 1997 (except for Note 10, as to which the date is December 16, 1997); on the consolidated financial statements of Ballantrae Corporation dated October 17, 1997 (except for Note 12, as to which the date is December 16, 1997); and on the financial statements of the Tractech Division of Titan Wheel International, Inc. dated October 17, 1997, in the Registration Statement on Form S-1 filed pursuant to Rule 462(b) of Delco Remy International, Inc. for the registration of an additional $15,000,000 principle amount of Senior Notes. Ernst & Young LLP Indianapolis, Indiana December 17, 1997 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the reference to our firm under the caption "Experts" and to the use of our report, dated October 15, 1997, on the financial statements of Precision Alternator and Starter, Inc. as of and for the two years in the period ended March 31, 1996, and our report, dated August 19, 1997, on the financial statements of Certipro Division of Precision Alternator and Starter, Inc. as of and for the year ended March 31, 1997, in the Registration Statement filed pursuant to Rule 462(b) and the related Prospectus of Delco Remy International, Inc. for the registration of its Senior Notes. Friedman & Fuller, P.C. December 17, 1997 EX-5.1 2 OPINION OF DECHERT PRICE & RHOADS Exhibit 5.1 [LETTERHEAD OF DECHERT PRICE & RHOADS] December 16, 1997 Delco Remy International, Inc. 2902 Enterprise Drive Anderson, IN 46013 Re: Form S-1 Registration Statement (the "462(b) Registration Statement") ------------------------------------- Gentlemen and Ladies: We have acted as counsel to Delco Remy International, Inc., a Delaware corporation (the "Company"), Delco Remy America, Inc., a Delaware corporation ("DRA"), Reman Holdings, Inc., a Delaware corporation ("Reman"), Remy International, Inc., a Delaware corporation ("Remy"), Marine Drive Systems, Inc., a New Jersey corporation ("Marine Drive" and collectively with DRA, Reman, and Remy, the "Relevant Subsidiaries"), The A&B Group, Inc., a Mississippi corporation, A&B Enterprises, Inc., a Mississippi corporation, Dalex, Inc. a Mississippi corporation, A&B Cores, Inc., a Mississippi corporation, MCA, Inc. of Mississippi, a Mississippi corporation, R&L Tool Company, Inc., a Mississippi corporation, Nabco, Inc. a Michigan corporation, Power Investments, Inc., an Indiana corporation, Franklin Power Products, Inc., an Indiana corporation, International Fuel Systems, Inc. an Indiana corporation, Marine Corporation of America, Inc., an Indiana corporation, Powrbilt Products, Inc., a Texas corporation and World Wide Automotive, Inc., a Virginia corporation (such companies collectively with the Relevant Subsidiaries, the "Guarantors") in connection with the preparation and filing of the 462(b) Registration Statement Delco Remy International, Inc. December 16, 1997 Page 2 under the Securities Act of 1933, as amended, and the Trust Indenture Act of 1939, as amended, in connection with the proposed issuance of an additional $15,000,000 principal amount of Senior Notes Due 2007 (the "Additional Notes") of the Company and guaranteed by the Guarantors (the "Guaranties"). The Additional Notes are to be issued pursuant to the terms of an Indenture substantially in the form filed as Exhibit 4.1 to the 462(b) Registration Statement (the "Indenture"), between the Company and United States Trust Company of New York, as Trustee. The 462(b) Registration Statement covering the offer and sale of the Additional Notes is being filed with the Securities and Exchange Commission (the "Commission") in connection with the proposed public offering described in the Company's Registration Statement on Form S-1 (Registration No. 333-37703) filed with the Commission on October 10, 1997, as amended, and which became effective on December 15, 1997. We have participated in the preparation of the 462(b) Registration Statement and have made such legal and factual examination and inquiry which we have deemed advisable for the rendering of this opinion. In making our examination we have assumed the genuiness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to all authentic original documents of all documents submitted to us as copies. Based on the foregoing it is our opinion that: 1. The Additional Notes have been duly authorized by the Company, and when executed, authenticated and delivered in accordance with the terms of the Indenture, and paid for in the manner and at the prices set forth in the 462(b) Registration Statement, will constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization or other similar laws affecting creditors' rights or debtors' obligations and to general principles of equity. 2. Each Guaranty issued by a Relevant Subsidiary has been duly authorized by the respective Relevant Subsidiary and when executed, authenticated and delivered in accordance with the terms of the Indenture and when the Additional Notes have been paid for in the manner and at the price set forth in the Registration Statement, will constitute the legal, valid and binding obligation of each Relevant Subsidiary, enforceable against each Relevant Subsidiary in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization or other similar laws affecting creditors' rights or debtors' obligations and to general principles of equity. The opinion expressed herein is rendered for your benefit in connection with the transaction contemplated herein. The opinion expressed herein may not be used or relied on by any other person, nor may this letter or any copies thereof be furnished to a third party, filed with a government agency, quoted, cited or otherwise referred to without our prior written consent, except as noted below. Delco Remy International, Inc. December 16, 1997 Page 3 We hereby consent to the filing of this opinion as an exhibit to the 462(b) Registration Statement and to the use of our name in the Prospectus contained therein, under the caption "Legal Matters." In giving such consent we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act. Very truly yours, DECHERT PRICE & RHOADS EX-5.2 3 OPINION OF YOUNG, WILLIAMS HENDERSON & FUSELIER Exhibit 5.2 [LETTERHEAD OF YOUNG, WILLIAMS, HENDERSON & FUSELIER, P.A. APPEARS HERE] December 16, 1997 Delco Remy International, Inc. 2902 Enterprise Drive Anderson, IN 46013 Re: Form S-1 Registration Statement (the "462(b) Registration Statement") Gentlemen and Ladies: We have acted as counsel to The A&B Group, Inc., a Mississippi corporation, A&B Enterprises, Inc., a Mississippi corporation, Dalex, Inc., a Mississippi corporation, A&B Cores, Inc., a Mississippi corporation, MCA, Inc. of Mississippi, a Mississippi corporation, and R&L Tool Company, Inc., a Mississippi corporation (each a "Subsidiary Guarantor" and collectively the "Subsidiary Guarantors") in connection with the proposed guarantee of $15,000,000 principal amount of 8 5/8% Senior Notes Due 2007 (the "Additional Notes") of Delco Remy International, Inc., a Delaware corporation (the "Company") by the Subsidiary Guarantors (each a "Guaranty" and collectively the "Guaranties"). The Additional Notes are to be issued pursuant to the terms of an indenture substantially in the form filed as Exhibit 4.1 to the Registration Statement (the "Indenture"), between the Company and United States Trust Company of New York, as Trustee. In making our examination and rendering the opinions set forth below, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to all authentic original documents of all documents submitted to us as copies. Based on the foregoing, it is our opinion that each Guaranty issued by a Subsidiary Guarantor has been duly authorized by the respective Subsidiary Guarantor and when executed, authenticated and delivered in accordance with the terms of the Indenture and when the Additional Notes are paid for in the manner and at the price set forth in the 462(b) Registration Statement, will constitute the legal, valid and binding obligation of each Subsidiary Guarantor, enforceable against each Subsidiary Guarantor in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization or other similar laws affecting creditors' rights or debtors' obligations and to general principles of equity. The opinion expressed herein is rendered for your benefit in connection with the transaction contemplated hereby. The opinion expressed herein may not be used or relied on by any other person, nor may this letter or any copies hereof be furnished to a third party, filed with a government agency, quoted, cited or otherwise referred to without our prior written consent, except as provided below. Delco Remy International, Inc. December 16, 1997 Page 2 We hereby consent to the filing of this opinion as Exhibit 5.2 to the 462(b) Registration Statement and to the reference to this opinion letter under the caption "Legal Matters" in the prospectus forming a part of the 462(b) Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act. Sincerely, YOUNG, WILLIAMS, HENDERSON & FUSELIER, P.A. By: /s/ Don H. Goode ------------------------------ Don H. Goode DHG:cmg EX-5.3 4 OPINION OF PORTEOUS & WHITE P.C. Exhibit 5.3 [LETTERHEAD OF PORTEOUS & WHITE P.C. APPEARS HERE] December 16, 1997 Nabco, Inc. c/o Delco Remy International, Inc. 2902 Enterprise Drive Anderson IN 46013 RE: Guarantee of Nabco, Inc. Form S-1 Registration Statement (the "462(b) Registration Statement") Gentlemen and Ladies: We have acted as counsel to Nabco, Inc., a Michigan Corporation ("Guarantor") in connection with the guarantee by Nabco, Inc. of an additional $15,000,000 principal amount 8 5/8% Senior Notes Due 2007 (the "Additional Notes") of Delco Remy International, Inc. ("Company") and guaranteed by certain subsidiaries of the Company including Nabco, Inc. The Additional Notes are to be issued pursuant to the terms of an Indenture substantially in the form filed as Exhibit 4.1 to the 462(b) Registration Statement (the "Indenture"), between Delco Remy International, Inc. and United States Trust Company of New York, as Trustee. The 462(b) Registration Statement covering the offer and sale of the Additional Notes is being filed with the Securities and Exchange Commission (the "Commission") in connection with the proposed public offering described in the Company's Registration Statement on Form S-1 (Registration No. 333-37703) filed with the Commission on October 10, 1997, as amended, and which became effective on December 15, 1997. We have examined the originals or copies, certified or otherwise, identified to our satisfaction, of the Certificate or Articles of Incorporation and Bylaws of the Guarantor, certificates of public officials and of the officers of the Guarantor and such other agreements, December 16, 1997 Page 2 instruments, and other documents as we have deemed necessary or appropriate for purposes of the opinions expressed below. In making such examination and rendering the opinions set forth below, we have assumed the genuineness of all signatures (other than those of the Guarantor), the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as certified, conformed or photostatic copies and the authenticity of the originals of such documents. As to questions of fact material to our opinions, we have relied, after due inquiry but without independent investigation, upon representations of the Guarantor and on certificates of its officers and of public officials. Based upon the foregoing and subject to the assumptions and qualifications set forth herein, we are of the opinion that: The Guaranty issued by the Guarantor has been duly authorized by the Guarantor and when executed, authenticated and delivered in accordance with the terms of the Indenture and paid for in the manner and at the price set forth in the 462(b) Registration Statement, will constitute the legal valid and binding obligation of the Guarantor, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization or other similar laws affecting creditors' rights or debtors' obligations and to general principles of equity. The opinion expressed herein is rendered solely for your benefit in connection with the transaction contemplated hereby. The opinion expressed herein may not be used or relied upon by any other person nor may this letter or any copies hereof be furnished to a third party, filed with a government agency, quoted, cited or otherwise referred to without our prior written consent, except as provided below. We hereby consent to the filing of this opinion as an exhibit to the 462(b) Registration Statement and to the use of our name in the Prospectus contained therein, under the caption "Legal Matters." Such consent does not constitute a consent under Section 7 of the Securities Act ("Section 7"), since in consenting to the reference to our firm under such heading we have not certified any part of such 462(b) Registration Statement and do not otherwise come within the categories of persons whose consent is required under Section 7 or under the rules and regulations promulgated by the Securities and Exchange Commission. December 16, 1997 Page 3 Very truly yours, PORTEOUS & WHITE, P.C. /s/ David L. Porteous BY: David L. Porteous DLP/tp EX-5.4 5 OPINION OF LEEUW, PLOPPER & BEEMAN Exhibit 5.4 [LETTERHEAD OF STEPHEN PLOPPER & ASSOCIATES, P.C. APPEARS HERE] December 16, 1997 Delco Remy International, Inc. 2902 Enterprise Drive Anderson, Indiana 46013 Power Investments, Inc. 400 Forsythe Street Franklin, Indiana 46131 RE: Form S-1 Registration Statement (the "462(b) Registration Statement") Gentlemen and Ladies: We have acted as counsel to Power Investments, Inc., an Indiana corporation, Franklin Power Products, Inc., an Indiana corporation, International Fuel Systems, Inc., an Indiana corporation, Marine Corporation of America, Inc., an Indiana corporation, Marine Drive Systems Inc., a New Jersey Corporation and Powrbilt Products, Inc., a Texas Corporation (such companies, collectively the "Guarantors"), relating to the proposed issuance of an additional $15,000,000 principal amount of 8 5/8% Senior Notes due 2007 (the "Additional Notes") of Delco Remy International, Inc., a Delaware corporation (the "Company") and guaranteed by the Guarantors (the "Guaranties"). The Additional Notes are to be issued pursuant to the terms of an Indenture substantially in the form filed as Exhibit 4.1 (the "Indenture") to the 462(b) Registration Statement. The 462(b) Registration Statement covering the offer and sale of the Additional Notes is being filed with the Securities and Exchange Commission (the "Commission") in connection with the proposed public offering described in the Company's Registration Statement on Form S-1 (Registration No. 333-37703) filed with the Commission on October 10, 1997, as amended, and which became effective on December 15, 1997. In making our examination, and rendering the opinions set forth below, we have December 16, 1997 Page 2 assumed the genuiness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to all authentic original documents of all documents submitted to us as copies. Based on the foregoing, it is our opinion that: Each Guaranty issued by each respective Guarantor has been duly authorized by the respective Guarantor and when executed, authenticated, and delivered in accordance with the terms of the Indenture and when the Addtional Notes are paid for in the manner and at the price set forth in the 462(b) Registration Statement, will constitute the legal, valid and binding obligation of each Guarantor in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization or other similar laws affecting creditor's rights or debtor's obligations and to general principles of equity. The opinion expressed herein is rendered solely for your benefit in connection with the transaction contemplated hereby. The opinion expressed herein may not be used or relied on by any other person, nor may this letter or any copies hereof be furnished to a third party, filed with a governmental agency, quoted, cited or otherwise referred to without our prior written consent, except as provided below. We hereby consent to the filing of this opinion as Exhibit 5 to the 462(b) Registration Statement and to the use of our name in the prospectus contained therein, under the caption "Legal Matters" in the prospectus forming a part of the 462(b) Registration Statement. In giving such consent we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act. Sincerely yours, STEPHEN PLOPPER & ASSOCIATES, P.C. /s/ Stephen Plopper ---------------------------------------- Stephen E. Plopper SEP/psd EX-5.5 6 OPINION OF AKIN, GUMP, STRAUSS, HAUR & FELD, L.L.P. Exhibit 5.5 [LETTERHEAD OF HUNTON & WILLIAMS APPEARS HERE] December 16, 1997 Delco Remy International, Inc. 2902 Enterprise Drive Anderson, IN 46013 World Wide Automotive, Inc. Winchester, Virginia 22601 Form S-1 Registration Statement (the "462(b) Registration Statement") ------------------------------------- Gentlemen and Ladies: We have acted as Virginia counsel to World Wide Automotive Inc., a Virginia corporation ("Guarantor") in connection with the preparation and filing by Delco Remy International, Inc., a Delaware corporation (the "Company"), the Guarantor and other guarantors of a registration statement under Rule 462(b) under the Securities Act of 1933, as amended, and the Trust Indenture Act of 1939, as amended, in connection with the proposed issuance of an additional $15,000,000 principal amount of 8 5/8% Senior Notes Due 2007 (the "Additional Notes") of the Company to be guaranteed by the Guarantor (the "Guaranty") and by other guarantors. The Additional Notes are to be issued pursuant to the terms of an Indenture substantially in the form filed as Exhibit 4.1 to the 462(b) Registration Statement (the "Indenture"), between the Company and United States Trust Company of New York, as Trustee. The Guaranty is contained in Article 10 of the Indenture. Hunton & Williams Delco Remy International, Inc. December 16, 1997 Page 2 We have made such legal and factual examination and inquiry as we have deemed advisable for the rendering of this opinion. In making our examination we have assumed the genuiness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to all authentic original documents of all documents submitted to us as copies. Based on the foregoing, it is our opinion that the Guarantor has authorized the issuance of the Guaranty and when the Guaranty has been approved, executed, authenticated and delivered in accordance with the terms of the Indenture and when the Additional Notes have been paid for in the manner and at the price set forth in the 462 Registration Statement, the Guaranty will constitute the legal, valid and binding obligation of the Guarantor, enforceable against the Guarantor in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization or other similar laws affecting creditors' rights or debtors' obligations and to general principles of equity. The opinion expressed herein is rendered for your benefit in connection with the transaction contemplated herein. The opinion expressed herein may not be used or relied on by any other person, nor may this letter or any copies thereof be furnished to a third party, filed with a government agency, quoted, cited or otherwise referred to without our prior written consent, except as noted below. We hereby consent to the filing of this opinion as an exhibit to the 462(b) Registration Statement. Very truly yours, /s/ Hunton & Williams EX-27 7 FINANCIAL DATA SCHEDULE
5 0001046859 DELCO REMY INTERNATIONAL, INC. 12-MOS JUL-31-1997 AUG-01-1996 JUL-31-1997 10,050 0 113,119 2,935 164,417 324,144 147,222 26,858 570,569 170,854 363,261 16,071 0 153 6,677 570,569 689,787 689,787 540,234 540,234 124,056 3,774 38,774 (10,737) (3,014) (10,263) 1,682 2,351 0 (14,296) 0 0
-----END PRIVACY-ENHANCED MESSAGE-----