-----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, Bs7+r5qE7+A0noLeiUd92Noll0yk3uHnop9HsaDVIx7hNtH/Gz4EotaJBHasaGyz /ytFPWn2zWUHJjzazt5lkg== 0000898430-99-004215.txt : 19991115 0000898430-99-004215.hdr.sgml : 19991115 ACCESSION NUMBER: 0000898430-99-004215 CONFORMED SUBMISSION TYPE: S-4/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19991112 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HDA PARTS SYSTEM INC CENTRAL INDEX KEY: 0001083317 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MOTOR VEHICLE SUPPLIES & NEW PARTS [5013] IRS NUMBER: 630681070 STATE OF INCORPORATION: AL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: SEC FILE NUMBER: 333-75887 FILM NUMBER: 99749684 BUSINESS ADDRESS: STREET 1: 520 LAKE COOK ROAD CITY: DEERFIELD STATE: IL ZIP: 60015 BUSINESS PHONE: 8474441095 MAIL ADDRESS: STREET 1: 520 LAKE COOK ROAD CITY: DEERFIELD STATE: IL ZIP: 60015 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CITY TRUCK & TRAILER PARTS OF ALABAMA INC CENTRAL INDEX KEY: 0001083303 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: AL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: SEC FILE NUMBER: 333-75887-01 FILM NUMBER: 99749685 BUSINESS ADDRESS: STREET 1: 520 LAKE COOK ROAD CITY: DEERFIELD STATE: IL ZIP: 60015 BUSINESS PHONE: 8474441095 MAIL ADDRESS: STREET 1: 520 LAKE COOK ROAD CITY: DEERFIELD STATE: IL ZIP: 60015 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CITY TRUCK & TRAILER PARTS OF ALABAMA LLC CENTRAL INDEX KEY: 0001083304 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: AL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: SEC FILE NUMBER: 333-75887-02 FILM NUMBER: 99749686 BUSINESS ADDRESS: STREET 1: 520 LAKE COOK ROAD CITY: DEERFIELD STATE: IL ZIP: 60015 BUSINESS PHONE: 8474441095 MAIL ADDRESS: STREET 1: 520 LAKE COOK ROAD CITY: DEERFIELD STATE: IL ZIP: 60015 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CITY TRUCK & TRAILER PARTS OF TENNESSEE INC CENTRAL INDEX KEY: 0001083305 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: AL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: SEC FILE NUMBER: 333-75887-03 FILM NUMBER: 99749687 BUSINESS ADDRESS: STREET 1: 520 LAKE COOK ROAD CITY: DEERFIELD STATE: IL ZIP: 60015 BUSINESS PHONE: 8474441095 MAIL ADDRESS: STREET 1: 520 LAKE COOK ROAD CITY: DEERFIELD STATE: IL ZIP: 60015 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CITY FRICTION INC CENTRAL INDEX KEY: 0001083306 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: AL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: SEC FILE NUMBER: 333-75887-04 FILM NUMBER: 99749688 BUSINESS ADDRESS: STREET 1: 520 LAKE COOK ROAD CITY: DEERFIELD STATE: IL ZIP: 60015 BUSINESS PHONE: 8474441095 MAIL ADDRESS: STREET 1: 520 LAKE COOK ROAD CITY: DEERFIELD STATE: IL ZIP: 60015 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRUCK & TRAILER PARTS INC CENTRAL INDEX KEY: 0001083307 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 581710406 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: SEC FILE NUMBER: 333-75887-05 FILM NUMBER: 99749689 BUSINESS ADDRESS: STREET 1: 520 LAKE COOK ROAD CITY: DEERFIELD STATE: IL ZIP: 60015 BUSINESS PHONE: 8474441095 MAIL ADDRESS: STREET 1: 520 LAKE COOK ROAD CITY: DEERFIELD STATE: IL ZIP: 60015 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRUCKPARTS INC CENTRAL INDEX KEY: 0001083308 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 066044656 STATE OF INCORPORATION: CT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: SEC FILE NUMBER: 333-75887-06 FILM NUMBER: 99749690 BUSINESS ADDRESS: STREET 1: 520 LAKE COOK ROAD CITY: DEERFIELD STATE: IL ZIP: 60015 BUSINESS PHONE: 8474441095 MAIL ADDRESS: STREET 1: 520 LAKE COOK ROAD CITY: DEERFIELD STATE: IL ZIP: 60015 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASSOCIATED BRAKE SUPPLY INC CENTRAL INDEX KEY: 0001083309 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 953985481 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: SEC FILE NUMBER: 333-75887-07 FILM NUMBER: 99749691 BUSINESS ADDRESS: STREET 1: 520 LAKE COOK ROAD CITY: DEERFIELD STATE: IL ZIP: 60015 BUSINESS PHONE: 8474441095 MAIL ADDRESS: STREET 1: 520 LAKE COOK ROAD CITY: DEERFIELD STATE: IL ZIP: 60015 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASSOCIATED TRUCK CENTER INC CENTRAL INDEX KEY: 0001083310 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 954696522 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: SEC FILE NUMBER: 333-75887-08 FILM NUMBER: 99749692 BUSINESS ADDRESS: STREET 1: 520 LAKE COOK ROAD CITY: DEERFIELD STATE: IL ZIP: 60015 BUSINESS PHONE: 8474441095 MAIL ADDRESS: STREET 1: 520 LAKE COOK ROAD CITY: DEERFIELD STATE: IL ZIP: 60015 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ONYX DISTRIBUTION INC CENTRAL INDEX KEY: 0001083311 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 954490858 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: SEC FILE NUMBER: 333-75887-09 FILM NUMBER: 99749693 BUSINESS ADDRESS: STREET 1: 520 LAKE COOK ROAD CITY: DEERFIELD STATE: IL ZIP: 60015 BUSINESS PHONE: 8474441095 MAIL ADDRESS: STREET 1: 520 LAKE COOK ROAD CITY: DEERFIELD STATE: IL ZIP: 60015 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASSOCIATED TRUCK PARTS OF NEVADA INC CENTRAL INDEX KEY: 0001083312 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 954490858 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: SEC FILE NUMBER: 333-75887-10 FILM NUMBER: 99749694 BUSINESS ADDRESS: STREET 1: 520 LAKE COOK ROAD CITY: DEERFIELD STATE: IL ZIP: 60015 BUSINESS PHONE: 8474441095 MAIL ADDRESS: STREET 1: 520 LAKE COOK ROAD CITY: DEERFIELD STATE: IL ZIP: 60015 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FREEWAY TRUCK PARTS OF WASHINGTON INC CENTRAL INDEX KEY: 0001083313 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 911431240 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: SEC FILE NUMBER: 333-75887-11 FILM NUMBER: 99749695 BUSINESS ADDRESS: STREET 1: 520 LAKE COOK ROAD CITY: DEERFIELD STATE: IL ZIP: 60015 BUSINESS PHONE: 8474441095 MAIL ADDRESS: STREET 1: 520 LAKE COOK ROAD CITY: DEERFIELD STATE: IL ZIP: 60015 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TISCO INC CENTRAL INDEX KEY: 0001083314 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 942680938 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: SEC FILE NUMBER: 333-75887-12 FILM NUMBER: 99749696 BUSINESS ADDRESS: STREET 1: 520 LAKE COOK ROAD CITY: DEERFIELD STATE: IL ZIP: 60015 BUSINESS PHONE: 8474441095 MAIL ADDRESS: STREET 1: 520 LAKE COOK ROAD CITY: DEERFIELD STATE: IL ZIP: 60015 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TISCO OF REDDING INC CENTRAL INDEX KEY: 0001083315 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 680214634 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: SEC FILE NUMBER: 333-75887-13 FILM NUMBER: 99749697 BUSINESS ADDRESS: STREET 1: 520 LAKE COOK ROAD CITY: DEERFIELD STATE: IL ZIP: 60015 BUSINESS PHONE: 8474441095 MAIL ADDRESS: STREET 1: 520 LAKE COOK ROAD CITY: DEERFIELD STATE: IL ZIP: 60015 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CITY TRUCK HOLDINGS INC CENTRAL INDEX KEY: 0001083316 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 364274919 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: SEC FILE NUMBER: 333-75887-14 FILM NUMBER: 99749698 BUSINESS ADDRESS: STREET 1: 520 LAKE COOK ROAD CITY: DEERFIELD STATE: IL ZIP: 60015 BUSINESS PHONE: 8474441095 MAIL ADDRESS: STREET 1: 520 LAKE COOK ROAD CITY: DEERFIELD STATE: IL ZIP: 60015 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ACTIVE GEAR LLC CENTRAL INDEX KEY: 0001095706 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 630681070 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: SEC FILE NUMBER: 333-75887-15 FILM NUMBER: 99749699 BUSINESS ADDRESS: STREET 1: 520 LAKE COOK ROAD CITY: DEERFIELD STATE: IL ZIP: 60015 BUSINESS PHONE: 8474441095 MAIL ADDRESS: STREET 1: 520 LAKE COOK ROAD CITY: DEERFIELD STATE: IL ZIP: 60015 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SUPERIOR TRUCKS & AUTO SUPPLY INC CENTRAL INDEX KEY: 0001095707 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 630681070 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: SEC FILE NUMBER: 333-75887-16 FILM NUMBER: 99749700 BUSINESS ADDRESS: STREET 1: 520 LAKE COOK ROAD CITY: DEERFIELD STATE: IL ZIP: 60015 BUSINESS PHONE: 8474441095 MAIL ADDRESS: STREET 1: 520 LAKE COOK ROAD CITY: DEERFIELD STATE: IL ZIP: 60015 FILER: COMPANY DATA: COMPANY CONFORMED NAME: QDSP HOLDINGS INC CENTRAL INDEX KEY: 0001097469 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MOTOR VEHICLE SUPPLIES & NEW PARTS [5013] STATE OF INCORPORATION: AL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: SEC FILE NUMBER: 333-75887-17 FILM NUMBER: 99749701 BUSINESS ADDRESS: STREET 1: 520 LAKE COOK ROAD CITY: DEERFIELD STATE: IL ZIP: 60015 BUSINESS PHONE: 8474441095 MAIL ADDRESS: STREET 1: 520 LAKE COOK ROAD CITY: DEERFIELD STATE: IL ZIP: 60015 FILER: COMPANY DATA: COMPANY CONFORMED NAME: QUALITY DISTRIBUTION SERVICE PARTNERS INC CENTRAL INDEX KEY: 0001097470 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MOTOR VEHICLE SUPPLIES & NEW PARTS [5013] IRS NUMBER: 630681070 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: SEC FILE NUMBER: 333-75887-18 FILM NUMBER: 99749702 BUSINESS ADDRESS: STREET 1: 520 LAKE COOK ROAD CITY: DEERFIELD STATE: IL ZIP: 60015 BUSINESS PHONE: 8474441095 MAIL ADDRESS: STREET 1: 520 LAKE COOK ROAD CITY: DEERFIELD STATE: IL ZIP: 60015 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AUTOMOTIVE SALES CO INC CENTRAL INDEX KEY: 0001097471 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MOTOR VEHICLE SUPPLIES & NEW PARTS [5013] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: SEC FILE NUMBER: 333-75887-19 FILM NUMBER: 99749703 BUSINESS ADDRESS: STREET 1: 520 LAKE COOK ROAD CITY: DEERFIELD STATE: IL ZIP: 60015 BUSINESS PHONE: 8474441095 MAIL ADDRESS: STREET 1: 520 LAKE COOK ROAD CITY: DEERFIELD STATE: IL ZIP: 60015 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CITY SPRING WORKS INC CENTRAL INDEX KEY: 0001097472 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MOTOR VEHICLE SUPPLIES & NEW PARTS [5013] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: SEC FILE NUMBER: 333-75887-20 FILM NUMBER: 99749704 BUSINESS ADDRESS: STREET 1: 520 LAKE COOK ROAD CITY: DEERFIELD STATE: IL ZIP: 60015 BUSINESS PHONE: 8474441095 MAIL ADDRESS: STREET 1: 520 LAKE COOK ROAD CITY: DEERFIELD STATE: IL ZIP: 60015 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FLEETPRIDE INC CENTRAL INDEX KEY: 0001097473 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MOTOR VEHICLE SUPPLIES & NEW PARTS [5013] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: SEC FILE NUMBER: 333-75887-21 FILM NUMBER: 99749705 BUSINESS ADDRESS: STREET 1: 520 LAKE COOK ROAD CITY: DEERFIELD STATE: IL ZIP: 60015 BUSINESS PHONE: 8474441095 MAIL ADDRESS: STREET 1: 520 LAKE COOK ROAD CITY: DEERFIELD STATE: IL ZIP: 60015 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HOLT INC CENTRAL INDEX KEY: 0001097474 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MOTOR VEHICLE SUPPLIES & NEW PARTS [5013] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: SEC FILE NUMBER: 333-75887-22 FILM NUMBER: 99749706 BUSINESS ADDRESS: STREET 1: 520 LAKE COOK ROAD CITY: DEERFIELD STATE: IL ZIP: 60015 BUSINESS PHONE: 8474441095 MAIL ADDRESS: STREET 1: 520 LAKE COOK ROAD CITY: DEERFIELD STATE: IL ZIP: 60015 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SLM POWER GROUP INC CENTRAL INDEX KEY: 0001097475 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MOTOR VEHICLE SUPPLIES & NEW PARTS [5013] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: SEC FILE NUMBER: 333-75887-23 FILM NUMBER: 99749707 BUSINESS ADDRESS: STREET 1: 520 LAKE COOK ROAD CITY: DEERFIELD STATE: IL ZIP: 60015 BUSINESS PHONE: 8474441095 MAIL ADDRESS: STREET 1: 520 LAKE COOK ROAD CITY: DEERFIELD STATE: IL ZIP: 60015 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRUCK CITY PARTS INC CENTRAL INDEX KEY: 0001097476 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MOTOR VEHICLE SUPPLIES & NEW PARTS [5013] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: SEC FILE NUMBER: 333-75887-24 FILM NUMBER: 99749708 BUSINESS ADDRESS: STREET 1: 520 LAKE COOK ROAD CITY: DEERFIELD STATE: IL ZIP: 60015 BUSINESS PHONE: 8474441095 MAIL ADDRESS: STREET 1: 520 LAKE COOK ROAD CITY: DEERFIELD STATE: IL ZIP: 60015 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNIVERSAL JOINT SALES CO INC CENTRAL INDEX KEY: 0001097477 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MOTOR VEHICLE SUPPLIES & NEW PARTS [5013] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: SEC FILE NUMBER: 333-75887-25 FILM NUMBER: 99749709 BUSINESS ADDRESS: STREET 1: 520 LAKE COOK ROAD CITY: DEERFIELD STATE: IL ZIP: 60015 BUSINESS PHONE: 8474441095 MAIL ADDRESS: STREET 1: 520 LAKE COOK ROAD CITY: DEERFIELD STATE: IL ZIP: 60015 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WHEATLEY TRUCK PARTS INC CENTRAL INDEX KEY: 0001097478 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MOTOR VEHICLE SUPPLIES & NEW PARTS [5013] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: SEC FILE NUMBER: 333-75887-26 FILM NUMBER: 99749710 BUSINESS ADDRESS: STREET 1: 520 LAKE COOK ROAD CITY: DEERFIELD STATE: IL ZIP: 60015 BUSINESS PHONE: 8474441095 MAIL ADDRESS: STREET 1: 520 LAKE COOK ROAD CITY: DEERFIELD STATE: IL ZIP: 60015 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CB ACQUISITION SUB INC CENTRAL INDEX KEY: 0001097479 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MOTOR VEHICLE SUPPLIES & NEW PARTS [5013] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: SEC FILE NUMBER: 333-75887-27 FILM NUMBER: 99749711 BUSINESS ADDRESS: STREET 1: 520 LAKE COOK ROAD CITY: DEERFIELD STATE: IL ZIP: 60015 BUSINESS PHONE: 8474441095 MAIL ADDRESS: STREET 1: 520 LAKE COOK ROAD CITY: DEERFIELD STATE: IL ZIP: 60015 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEW ENGLAND TRUCK & AUTO SERVICE INC CENTRAL INDEX KEY: 0001097480 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MOTOR VEHICLE SUPPLIES & NEW PARTS [5013] STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: SEC FILE NUMBER: 333-75887-28 FILM NUMBER: 99749712 BUSINESS ADDRESS: STREET 1: 520 LAKE COOK ROAD CITY: DEERFIELD STATE: IL ZIP: 60015 BUSINESS PHONE: 8474441095 MAIL ADDRESS: STREET 1: 520 LAKE COOK ROAD CITY: DEERFIELD STATE: IL ZIP: 60015 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TBS INC /AZ/ CENTRAL INDEX KEY: 0001097481 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MOTOR VEHICLE SUPPLIES & NEW PARTS [5013] STATE OF INCORPORATION: AZ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: SEC FILE NUMBER: 333-75887-29 FILM NUMBER: 99749713 BUSINESS ADDRESS: STREET 1: 520 LAKE COOK ROAD CITY: DEERFIELD STATE: IL ZIP: 60015 BUSINESS PHONE: 8474441095 MAIL ADDRESS: STREET 1: 520 LAKE COOK ROAD CITY: DEERFIELD STATE: IL ZIP: 60015 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FOUR T SALES & SERVICE INC CENTRAL INDEX KEY: 0001097482 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MOTOR VEHICLE SUPPLIES & NEW PARTS [5013] STATE OF INCORPORATION: NE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: SEC FILE NUMBER: 333-75887-30 FILM NUMBER: 99749714 BUSINESS ADDRESS: STREET 1: 520 LAKE COOK ROAD CITY: DEERFIELD STATE: IL ZIP: 60015 BUSINESS PHONE: 8474441095 MAIL ADDRESS: STREET 1: 520 LAKE COOK ROAD CITY: DEERFIELD STATE: IL ZIP: 60015 FILER: COMPANY DATA: COMPANY CONFORMED NAME: STATS REMANUFACTURING CENTER INC CENTRAL INDEX KEY: 0001097483 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MOTOR VEHICLE SUPPLIES & NEW PARTS [5013] STATE OF INCORPORATION: NE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: SEC FILE NUMBER: 333-75887-31 FILM NUMBER: 99749715 BUSINESS ADDRESS: STREET 1: 520 LAKE COOK ROAD CITY: DEERFIELD STATE: IL ZIP: 60015 BUSINESS PHONE: 8474441095 MAIL ADDRESS: STREET 1: 520 LAKE COOK ROAD CITY: DEERFIELD STATE: IL ZIP: 60015 FILER: COMPANY DATA: COMPANY CONFORMED NAME: POWER EXPORT DISTRUBUTING CO CENTRAL INDEX KEY: 0001097484 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MOTOR VEHICLE SUPPLIES & NEW PARTS [5013] STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: SEC FILE NUMBER: 333-75887-32 FILM NUMBER: 99749716 BUSINESS ADDRESS: STREET 1: 520 LAKE COOK ROAD CITY: DEERFIELD STATE: IL ZIP: 60015 BUSINESS PHONE: 8474441095 MAIL ADDRESS: STREET 1: 520 LAKE COOK ROAD CITY: DEERFIELD STATE: IL ZIP: 60015 FILER: COMPANY DATA: COMPANY CONFORMED NAME: POWER EQUIPMENT INTERNATIONAL INC CENTRAL INDEX KEY: 0001097485 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MOTOR VEHICLE SUPPLIES & NEW PARTS [5013] STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: SEC FILE NUMBER: 333-75887-33 FILM NUMBER: 99749717 BUSINESS ADDRESS: STREET 1: 520 LAKE COOK ROAD CITY: DEERFIELD STATE: IL ZIP: 60015 BUSINESS PHONE: 8474441095 MAIL ADDRESS: STREET 1: 520 LAKE COOK ROAD CITY: DEERFIELD STATE: IL ZIP: 60015 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PARTS MANAGEMENT CO CENTRAL INDEX KEY: 0001097486 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MOTOR VEHICLE SUPPLIES & NEW PARTS [5013] STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: SEC FILE NUMBER: 333-75887-34 FILM NUMBER: 99749718 BUSINESS ADDRESS: STREET 1: 520 LAKE COOK ROAD CITY: DEERFIELD STATE: IL ZIP: 60015 BUSINESS PHONE: 8474441095 MAIL ADDRESS: STREET 1: 520 LAKE COOK ROAD CITY: DEERFIELD STATE: IL ZIP: 60015 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PARTS HOLDING CO CENTRAL INDEX KEY: 0001097487 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MOTOR VEHICLE SUPPLIES & NEW PARTS [5013] STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: SEC FILE NUMBER: 333-75887-35 FILM NUMBER: 99749719 BUSINESS ADDRESS: STREET 1: 520 LAKE COOK ROAD CITY: DEERFIELD STATE: IL ZIP: 60015 BUSINESS PHONE: 8474441095 MAIL ADDRESS: STREET 1: 520 LAKE COOK ROAD CITY: DEERFIELD STATE: IL ZIP: 60015 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SPECIALIZED SALES & SERVICE INC CENTRAL INDEX KEY: 0001097488 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MOTOR VEHICLE SUPPLIES & NEW PARTS [5013] STATE OF INCORPORATION: OR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: SEC FILE NUMBER: 333-75887-36 FILM NUMBER: 99749720 BUSINESS ADDRESS: STREET 1: 520 LAKE COOK ROAD CITY: DEERFIELD STATE: IL ZIP: 60015 BUSINESS PHONE: 8474441095 MAIL ADDRESS: STREET 1: 520 LAKE COOK ROAD CITY: DEERFIELD STATE: IL ZIP: 60015 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PARTS DISTRIBUTING CO LTD CENTRAL INDEX KEY: 0001097489 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MOTOR VEHICLE SUPPLIES & NEW PARTS [5013] STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: SEC FILE NUMBER: 333-75887-37 FILM NUMBER: 99749721 BUSINESS ADDRESS: STREET 1: 520 LAKE COOK ROAD CITY: DEERFIELD STATE: IL ZIP: 60015 BUSINESS PHONE: 8474441095 MAIL ADDRESS: STREET 1: 520 LAKE COOK ROAD CITY: DEERFIELD STATE: IL ZIP: 60015 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WHEELS & BRAKES INC CENTRAL INDEX KEY: 0001097490 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MOTOR VEHICLE SUPPLIES & NEW PARTS [5013] STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: SEC FILE NUMBER: 333-75887-38 FILM NUMBER: 99749722 BUSINESS ADDRESS: STREET 1: 520 LAKE COOK ROAD CITY: DEERFIELD STATE: IL ZIP: 60015 BUSINESS PHONE: 8474441095 MAIL ADDRESS: STREET 1: 520 LAKE COOK ROAD CITY: DEERFIELD STATE: IL ZIP: 60015 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SPECRITE BRAKE CO CENTRAL INDEX KEY: 0001098521 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MOTOR VEHICLE SUPPLIES & NEW PARTS [5013] IRS NUMBER: 630681070 STATE OF INCORPORATION: AL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4/A SEC ACT: SEC FILE NUMBER: 333-75887-39 FILM NUMBER: 99749723 BUSINESS ADDRESS: STREET 1: 520 LAKE COOK ROAD CITY: DEERFIELD STATE: IL ZIP: 60015 BUSINESS PHONE: 8474441095 MAIL ADDRESS: STREET 1: 520 LAKE COOK ROAD CITY: DEERFIELD STATE: IL ZIP: 60015 S-4/A 1 FORM S-4 PRE-EFFECTIVE AMENDMENT #4 As Filed with the Securities and Exchange Commission on November 12, 1999 Registration No. 333-75887 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------- Pre-Effective Amendment No. 4 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------- HDA PARTS SYSTEM, INC. (exact name of registrant as specified in its charter) ---------------- See Table of Additional Registrants ---------------- Alabama 5013 63-068-1070 (State or other jurisdiction of (Primary standard industrial (IRS Employer incorporation or organization) classification code number) Identification Number)
520 Lake Cook Road Deerfield, Illinois 60015 (847) 444-1095 (Address, including zip code, and telephone number, including area code of Registrant's principal executive office) JOHN P. MILLER Chief Financial Officer HDA Parts System, Inc. 520 Lake Cook Road Deerfield, Illinois 60015 (847) 444-1095 (Name, address, including zip code, and telephone number, including area code, of Agent for service) With Copies To: RANDALL C. BASSETT, ESQ. ELIZABETH A. BLENDELL, ESQ. Latham & Watkins 633 West Fifth Street, Suite 4000 Los Angeles, California 90071 (213) 485-1234 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- TABLE OF ADDITIONAL REGISTRANTS
Exact Name of Registrant as Specified in its State or Other Jurisdiction of Charter Incorporation or Organization - -------------------------------------------- ----------------------------- City Truck Holdings, Inc. Delaware City Truck and Trailer Parts of Alabama, Inc. Alabama City Truck and Trailer Parts of Alabama, L.L.C. Alabama City Truck and Trailer Parts of Tennessee, Inc. Tennessee City Friction, Inc. Alabama Truck & Trailer Parts, Inc. Georgia Truckparts, Inc. Connecticut Associated Brake Supply, Inc. California Associated Truck Center, Inc. California Onyx Distribution, Inc. California Associated Truck Parts of Nevada, Inc. Nevada Freeway Truck Parts of Washington, Inc. Washington Tisco, Inc. California Tisco of Redding, Inc. California Active Gear, L.L.C. Washington Superior Truck & Auto Supply, Inc. Massachusetts QDSP Holdings, Inc. Delaware Quality Distribution Service Partners, Inc. Delaware Automotive Sales Company, Inc. Delaware City Spring Works, Inc. Delaware Fleetpride, Inc. Delaware Holt Incorporated Delaware SLM Power Group, Inc. Delaware Truck City Parts, Inc. Delaware Universal Joint Sales Company, Inc. Delaware Wheatley Truck Parts, Inc. Delaware CB Acquisition Sub, Inc. Delaware New England Truck & Auto Service, Inc. Massachusetts TBS, Incorporated Arizona Four-T Sales & Service, Inc. Nebraska Stats Remanufacturing Center, Inc. Nebraska Power Export Distributing Company Texas Power Equipment International, Inc. Texas Parts Management Company Texas Parts Holding Company Nevada Specialized Sales & Service, Inc. Oregon Parts Distributing Company, Ltd. Texas Wheels and Brakes, Inc. Georgia Specrite Brake Company Georgia
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Pre-Effective Amendment No. 4 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Deerfield, State of Illinois, on November 12, 1999. HDA PARTS SYSTEM, INC. CITY TRUCK HOLDINGS, INC. /s/ John J. Greisch By: _________________________________ Name: John J. Greisch President and Chief Executive Officer Title: Pursuant to the requirements of the Securities Act of 1933, this Pre- Effective Amendment No. 4 to the registration statement has been signed by the following persons in the capacities indicated on November 12, 1999.
Signature Title --------- ----- /s/ John J. Greisch President and Chief Executive Officer and ____________________________________ Director (Principal Executive Officer) John J. Greisch /s/ John P. Miller Vice President, Chief Financial Officer ____________________________________ and Secretary (Principal Financial and John P. Miller Accounting Officer) * Chairman of the Board of Directors ____________________________________ Frederick J. Warren ____________________________________ Director Robert Anderson * Director ____________________________________ W. Larry Clayton * Director ____________________________________ Christopher A. Laurence * Director ____________________________________ Richard R. Crowell
II-6
Signature Title --------- ----- * Director ____________________________________ Gerald L. Parsky * Director ____________________________________ William S. Wade /s/ JOHN J. GREISCH *By: __________________________ John J. Greisch Attorney-in-Fact
II-7 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Pre-Effective Amendment No. 4 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Deerfield, State of Illinois, on November 12, 1999. CITY TRUCK AND TRAILER PARTS OF ALABAMA, INC. CITY TRUCK AND TRAILER PARTS OF TENNESSEE, INC. CITY FRICTION, INC. /s/ John P. Miller By: _________________________________ Name: John P. Miller Title: Vice President Pursuant to the requirements of the Securities Act of 1933, this Pre- Effective Amendment No. 4 to the registration statement has been signed by the following persons in the capacities indicated on November 12, 1999.
Signature Title --------- ----- * President & Secretary (Principal ____________________________________ Executive Officer) and Director W. Larry Clayton /s/ John P. Miller Vice President (Principal Financial and ____________________________________ Accounting Officer) John P. Miller * Director ____________________________________ Frederick J. Warren * Director ____________________________________ Christopher A. Laurence
/s/ John P. Miller *By: __________________________ John P. Miller Attorney-in-fact II-8 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Pre-Effective Amendment No. 4 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Deerfield, State of Illinois, on November 12, 1999. CITY TRUCK AND TRAILER PARTS OF ALABAMA, L.L.C. By: HDA Parts System, Inc., its sole member /s/ John J. Greisch By: _________________________________ Name: John J. Greisch President and Chief Executive Officer Title: Pursuant to the requirements of the Securities Act of 1933, this Pre- Effective Amendment No. 4 to the registration statement has been signed by the following persons in the capacities indicated on November 12, 1999.
Signature Title --------- ----- /s/ John J. Greisch President and Chief Executive Officer and ____________________________________ Director (Principal Executive Officer) John J. Greisch /s/ John P. Miller Vice President, Chief Financial Officer and ____________________________________ Secretary (Principal Financial and John P. Miller Accounting Officer) * Chairman of the Board of Directors ____________________________________ Frederick J. Warren * Director ____________________________________ Robert Anderson
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Signature Title --------- ----- * Director ____________________________________ W. Larry Clayton * Director ____________________________________ Christopher A. Laurence * Director ____________________________________ Richard R. Crowell * Director ____________________________________ Gerald L. Parsky * Director ____________________________________ William S. Wade *By: /s/ JOHN J. GREISCH - ------------------------------- John J. Greisch Attorney-in-Fact
II-10 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Pre-Effective Amendment No. 4 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Deerfield, State of Illinois, on November 12, 1999. TRUCK & TRAILER PARTS, INC. /s/ John J. Greisch By: _________________________________ Name: John J. Greisch Title: President Pursuant to the requirements of the Securities Act of 1933, this Pre- Effective Amendment No. 4 to the registration statement has been signed by the following persons in the capacities indicated on November 12, 1999.
Signature Title --------- ----- /s/ John J. Greisch President (Principal Executive Officer) ____________________________________ and Director John J. Greisch /s/ John P. Miller Secretary (Principal Financial and ____________________________________ Accounting Officer) and Director John P. Miller * Director ____________________________________ W. Louis Bissette III
/s/ John J. Greisch *By: - ------------------------------- John J. Greisch Attorney-in-Fact II-11 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Pre-effective Amendment No. 4 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Deerfield, State of Illinois, on November 12, 1999. TRUCKPARTS, INC. /s/ John J. Greisch By: _________________________________ Name: John J. Greisch Title: Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Pre- Effective Amendment No. 4 to the registration statement has been signed by the following persons in the capacities indicated on November 12, 1999.
Signature Title --------- ----- /s/ John J. Greisch Chief Executive Officer (Principal ____________________________________ Executive Officer) and Director John J. Greisch /s/ John P. Miller Vice President of Finance (Principal ____________________________________ Financial and Accounting Officer) and John P. Miller Director * Director ____________________________________ Anthony N. Vingiano * Director ____________________________________ James T. Stone
/s/ John J. Greisch *By: __________________________ John J. Greisch Attorney-in-Fact II-12 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Pre-Effective Amendment No. 4 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Deerfield, State of Illinois, on November 12, 1999. ASSOCIATED BRAKE SUPPLY, INC. ASSOCIATED TRUCK CENTER, INC. ONYX DISTRIBUTION, INC. ASSOCIATED TRUCK PARTS OF NEVADA, INC. FREEWAY TRUCK PARTS OF WASHINGTON, INC. /s/ John P. Miller By: _________________________________ Name: John P. Miller Title:Vice President and Secretary Pursuant to the requirements of the Securities Act of 1933, this Pre- Effective Amendment No. 4 to the registration statement has been signed by the following persons in the capacities indicated on November 12, 1999.
Signature Title --------- ----- * President (Principal Executive Officer) ____________________________________ and Director David S. Seewack /s/ John P. Miller Vice President and Secretary (Principal ____________________________________ Financial and Accounting Officer) John P. Miller /s/ John J. Greisch Director _______________________________ John J. Greisch * Director ____________________________________ Christopher A. Laurence * Director ____________________________________ Frederick J. Warren * Director ____________________________________ Scott Spiwak
/s/ John P. Miller *By: __________________________ John P. Miller Attorney-in-Fact II-13 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Pre-Effective Amendment No. 4 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Deerfield, State of Illinois, on November 12, 1999. TISCO, INC. TISCO OF REDDING, INC. /s/ John P. Miller By: _________________________________ Name: John P. Miller Title:Vice President and Secretary Pursuant to the requirements of the Securities Act of 1933, this Pre- Effective Amendment No. 4 to the registration statement has been signed by the following persons in the capacities indicated on November 12, 1999.
Signature Title --------- ----- * President (Principal Executive Officer) ____________________________________ and Director Gregory D. Mathis /s/ John P. Miller Vice President and Secretary (Principal ____________________________________ Financial and Accounting Officer) John P. Miller /s/ John J. Greisch Director ____________________________________ John J. Greisch * Director ____________________________________ Christopher A. Laurence * Director ____________________________________ Frederick J. Warren
/s/ John P. Miller *By: __________________________ John P. Miller Attorney-in-Fact II-14 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Pre-Effective Amendment No. 4 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Deerfield, State of Illinois, on November 12, 1999. SUPERIOR TRUCK & AUTO SUPPLY, INC. /s/ John P. Miller By: _________________________________ Name: John P. Miller Title:Vice President and Secretary Pursuant to the requirements of the Securities Act of 1933, this Pre- Effective Amendment No. 4 to the registration statement has been signed by the following persons in the capacities indicated on November 12, 1999.
Signature Title --------- ----- * President and Director (Principal ____________________________________ Executive Officer) L. Scott Esposito /s/ John P. Miller Vice President and Secretary (Principal ____________________________________ Financial and Accounting Officer) John P. Miller * Director ____________________________________ Christopher A. Laurence * Director ____________________________________ Frederick J. Warren /s/ John J. Greisch Vice President and Director ____________________________________
John J. Greisch /s/ John P. Miller *By: __________________________ John P. Miller Attorney-in-fact II-15 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Pre-Effective Amendment No. 4 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Deerfield, State of Illinois, on November 12, 1999. ACTIVE GEAR, L.L.C. By: HDA Parts System, Inc., its sole member /s/ John J. Greisch By: _________________________________ Name: John J. Greisch Title: President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Pre- Effective Amendment No. 4 to the registration statement has been signed by the following persons in the capacities indicated on November 12, 1999.
Signature Title --------- ----- /s/ John J. Greisch President and Chief Executive Officer and ____________________________________ Director (Principal Executive Officer) John J. Greisch /s/ John P. Miller Vice President, Chief Financial Officer ____________________________________ and Secretary (Principal Financial and John P. Miller Accounting Officer) * Director ____________________________________ Frederick J. Warren * Director ____________________________________ Robert Anderson * Director ____________________________________ W. Larry Clayton
II-16
Signature Title --------- ----- * Director ____________________________________ Christopher A. Laurence * Director ____________________________________ Richard R. Crowell * Director ____________________________________ Gerald L. Parsky * Director ____________________________________ William S. Wade /s/ John J. Greisch *By: ________________________________ John J. Greisch Attorney-in-Fact
II-17 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Pre-Effective Amendment No. 4 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Deerfield, State of Illinois, on November 12, 1999. WHEELS AND BRAKES, INC. SPECRITE BRAKE COMPANY By: /s/ John J. Greisch _____________________________________ Name: John J. Greisch Title: President and Assistant Treasurer Pursuant to the requirements of the Securities Act of 1933, this Pre- Effective Amendment No. 4 to the registration statement has been signed by the following persons in the capacities indicated on November 12, 1999.
Signature Title --------- ----- /s/ John J. Greisch President, Assistant Treasurer and ____________________________________ Director (Principal Executive Officer) John J. Greisch /s/ John P. Miller Vice President Treasurer, Secretary and ____________________________________ Director (Principal Financial and John P. Miller Accounting Officer) * Director ____________________________________ Christopher A. Laurence
/s/ John J. Greisch *By: _______________________________ John J. Greisch Attorney-in-Fact
II-18 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Pre-Effective Amendment No. 4 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Deerfield, State of Illinois, on November 12, 1999. QDSP HOLDINGS, INC. QUALITY DISTRIBUTION SERVICE PARTNERS, INC. AUTOMOTIVE SALES COMPANY, INC. CITY SPRING WORKS, INC. FLEETPRIDE, INC. HOLT, INCORPORATED SLM POWER GROUP, INC. TRUCK CITY PARTS, INC. UNIVERSAL JOINT SALES COMPANY, INC. WHEATLEY TRUCK PARTS, INC. CB ACQUISITION SUB, INC. NEW ENGLAND TRUCK & AUTO SERVICE, INC. TBS, INCORPORATED FOUR-T SALES & SERVICE, INC. STATS REMANUFACTURING CENTER, INC. POWER EXPORT DISTRIBUTING COMPANY POWER EQUIPMENT INTERNATIONAL, INC. PARTS MANAGEMENT COMPANY PARTS HOLDING COMPANY SPECIALIZED SALES & SERVICE, INC. PARTS DISTRIBUTING COMPANY, LTD. /s/ John J. Greisch By: _________________________________ Name: John J. Greisch Title: President II-19 Pursuant to the requirements of the Securities Act of 1933, this Pre- Effective Amendment No. 4 to the registration statement has been signed by the following persons in the capacities indicated on November 12, 1999.
Signature Title --------- ----- /s/ John J. Greisch President and Director (Principal ____________________________________ Executive Officer) John J. Greisch /s/ John P. Miller Vice President, Secretary, Treasurer and ____________________________________ Director (Principal Financial and John P. Miller Accounting Officer)
II-20 EXHIBIT INDEX
Exhibit Number Exhibit Description ------- ------------------- 3.1 Amended and Restated Articles of Incorporation of HDA Parts System, Inc.* 3.2 Bylaws of HDA Parts System, Inc.* 4.1 Indenture, dated as of July 31, 1998, by and among HDA Parts System, Inc., the guarantors identified therein and U.S. Trust Company of California, N.A., as trustee* 4.1.1 First Supplemental Indenture, dated as of September 30, 1998 among Truck & Trailer Parts, Inc., City Truck Holdings, Inc., HDA, any other Guarantors party thereto, and Parent party thereto and U.S. Trust Company, National Association, as trustee* 4.1.2 Second Supplemental Indenture, dated as of December 21, 1998 among Truckparts, Inc., HDA, any other Guarantors party to the Indenture referred to therein and U.S. Trust Company, National Association, as trustee* 4.1.3 Third Supplemental Indenture, dated as of January 14, 1999 among Associated Brake Supply, Inc., Associated Truck Center, Inc., Onyx Distribution, Inc., Associated Truck Parts of Nevada, Inc., Freeway Truck Parts of Washington, Inc., Tisco, Inc. and Tisco of Redding, Inc. HDA, any other Guarantors party to the Indenture referred to therein and U.S. Trust Company, National Association, as trustee* 4.1.4 Fourth Supplemental Indenture, dated as of April 20, 1999, among Active Gear, L.L.C., the Company, any other Guarantors party thereto, any Parent party thereto and U.S. Trust Company, National Association, as trustee* 4.1.5 Fifth Supplemental Indenture, dated as of June 7, 1999, among Superior Truck & Auto Supply, Inc., the Company, any other Guarantors party thereto and U.S. Trust Company, National Association, as trustee* 4.1.6 Sixth Supplemental Indenture, dated as of September 27, 1999, among HDA Parts System, Inc., the several guarantors party thereto and U.S. Trust Company of California, N.A., as trustee* 4.1.7 Seventh Supplemental Indenture, dated as of October 1, 1999, among QDSP Holdings, Inc., Quality Distribution Service Partners, Inc., Automotive Sales Company, Inc., CB Acquisition Sub, Inc., City Spring Works, Inc., Fleetpride, Inc., Four T Sales & Service, Inc., Holt Incorporated, New England Truck & Auto Service, Inc., Parts Distributing Company, Ltd., Parts Holding Company, Parts Management Company, Power Equipment International, Inc., Power Export Distributing Company, SLM Power Group, Inc., Specialized Sales & Service, Inc., TBS Incorporated, Truck City Parts, Inc., Stats Remanufacturing Center, Inc., Universal Joint Sales Company, Inc., and Wheatley Truck Parts, Inc., the Company, any other guarantors party to the indenture referred to therein and U.S. Trust Company, National Association, as trustee* 4.1.8 Eighth Supplemental Indenture, dated as of October 8, 1999, among Wheels and Brakes, Inc. and Specrite Brake Company, the Company, any other guarantors party to the indenture referred to therein and U.S. Trust Company, National Association, as trustee* 4.2 A/B Exchange Registration Rights Agreement, dated as of July 31, 1998, by and among HDA Parts System, Inc. the guarantors identified therein and Donaldson, Lufkin & Jenrette Securities Corporation and BancAmerica Robertson Stephens* 5 Opinion of Latham & Watkins 10.1 $225.0 million Credit Agreement, dated as of September 30, 1999, among City Truck Holdings, Inc., HDA Parts System, Inc., as Borrower, The Several Lenders from Time to Time Parties Thereto, First Union National Bank, as Documentation Agent, Credit Suisse First Boston, as Syndication Agent, and The Chase Manhattan Bank, as Administrative Agent*
Exhibit Number Exhibit Description ------- ------------------- 10.2 Stock Purchase Agreement, dated as of May 29, 1998, by and among BABF City Corp., City Truck and Trailer Parts, Inc. and its Affiliates and Merger Subsidiaries named therein and the Shareholders and Members of City Truck and Trailer Parts, Inc. and its Affiliates and Merger Subsidiaries* 10.3 Asset Contribution Agreement, dated as of June 19, 1998, by and among City Truck and Trailer Parts, Inc. and Stone Heavy Duty, Inc., Ashland Automotive Parts, Inc., Fred A. Stone, Jr., James T. Stone and Thomas D. Stone* 10.4 Contribution and Purchase Agreement, dated as of September 30, 1998, by and among City Truck Holdings, Inc., HDA Parts System, Inc. and Truck & Trailer Parts, Inc., DHP Leasing, Inc., the Shareholders of Truck & Trailer Parts, Inc. and DHP Leasing, Inc.* 10.5 Asset Purchase Agreement, dated as of October 31, 1998, by and among HDA Parts System, Inc. and Tampa Brake & Supply Co., Inc. and the Shareholders of Tampa Brake & Supply Co., Inc.* 10.6 Asset Purchase Agreement, dated as of November 4, 1998, by and among HDA Parts System, Inc. and Connecticut Driveshaft, Inc. and the Shareholders of Connecticut Driveshaft, Inc.* 10.7 Stock Purchase Agreement, dated as of December 17, 1998, by and among City Truck Holdings, Inc., HDA Parts System, Inc. and Truckparts, Inc., and the Shareholders of Truckparts, Inc.* 10.8 Stock Purchase Agreement, dated as of January 11, 1999, by and among City Truck Holdings, Inc., HDA Parts System, Inc. and Associated Brake Supply, Inc. and the Shareholders of Associated Brake Supply, Inc.* 10.9 Stock Purchase Agreement, dated as of January 12, 1999, by and among City Truck Holdings, Inc., HDA Parts System, Inc. and the Shareholders of Tisco, Inc. and Tisco of Redding, Inc.* 10.10 Trademark License Agreement, dated as of July 6, 1998, by and between HD America, Inc. and City Truck & Trailer Parts, Inc.* 10.11 Management Services Agreement, dated as of September 30, 1999, among City Truck Holdings, Inc., Brentwood Private Equity Management LLC and Aurora Management Partners LLC* 10.12 Stock Contribution Agreement, dated as of August 27, 1998, by and among the parties identified on the signature page thereto and City Truck Holdings, Inc.* 10.13 Amended and Restated Stockholders' Agreement, dated as of September 30, 1999, by and among the parties listed on the signature pages attached thereto and City Truck Holdings, Inc.* 10.14 Stock Purchase Agreement, dated as of July 1, 1998, by and between City Truck & Trailer Parts, Inc. and John J. Greisch* 10.15 Stock Purchase Agreement, dated as of July 10, 1998, by and between HDA Parts System, Inc. and John P. Miller* 10.16 Stock Purchase, Vesting and Repurchase Agreement, dated as of October 19, 1998, between City Truck Holdings, Inc. and A. William Cavalle* 10.17 Form of Stock Purchase, Vesting and Repurchase Agreement* 10.18 Stock Purchase Agreement, dated as of September 30, 1998, by and between City Truck Holdings, Inc. and Martin R. Reid* 10.19 Stock Purchase Agreement, dated as of March 5, 1999, by and between City Truck Holdings, Inc. and John J. Greisch* 10.20 Stock Purchase Agreement, dated as of March 5, 1999, by and between City Truck Holdings, Inc. and John P. Miller* 10.21 Stock Purchase Agreement, dated as of March 5, 1999, by and between City Truck Holdings, Inc. and Anthony William Cavalle* 10.22 Stock Purchase Agreement, dated as of February 1, 1999, by and between City Truck Holdings, Inc. and Gene L. Curtin*
Exhibit Number Exhibit Description ------- ------------------- 10.23 Purchase Agreement, dated April 20, 1999, by and among City Truck Holdings, Inc. and HDA Parts System, Inc. and the Member of Active Gear, L.L.C.* 10.24 Asset Purchase Agreement dated as of May 28, 1999 by and among HDA Parts System, Inc. and CNF Transportation Inc. and Vantage Parts of Illinois, Inc.* 10.25 Stock Purchase Agreement dated as of June 7, 1999 by and among City Truck Holdings, Inc. and HDA Parts System, Inc. and The Shareholders of Superior Truck & Auto Supply, Inc.* 10.26 Asset Purchase Agreement dated as of August 6, 1999 by and among HDA Parts Systems, Inc. and Certified Power, Inc.* 10.27 Asset Purchase Agreement dated as of August 25, 1999 by and among Associated Brake Supply, Inc., California Equipment company, California Equipment Co. of Sacramento and The Shareholders of California Equipment Company and California Equipment Co. of Sacramento* 10.28 Agreement and Plan of Merger, dated September 3, 1999, by and among QDSP Holdings, Inc., City Truck Holdings, Inc. and Fleetpride Acquisition Corporation.* 10.29 Stock Purchase Agreement, dated as of October 8, 1999, among HDA Parts System, Inc. and The Shareholders of Wheels and Brakes, Inc.* 12 Computation of Ratio of Earnings to Fixed Charges* 21 Subsidiaries of HDA Parts System, Inc.* 23.1 Consent of Latham & Watkins (included in Exhibit 5) 23.2 Consent of PriceWaterhouseCoopers LLP* 23.3 Consent of McGladrey & Pullen, LLP* 23.4 Consent of Ernst & Young LLP* 23.5 Consent of KPMG LLP* 24 Powers of Attorney* 25 Statement of Eligibility and Qualification on Form T-1 of U.S. Trust Company of California, N.A., as trustee* 27 Financial Data Schedule* 99.1 Letter of Transmittal with respect to the Exchange Offer* 99.2 Notice of Guaranteed Delivery with respect of the Exchange Offer*
- --------------------- * Previously filed. EX-5 2 OPINION OF LATHAM & WATKINS Exhibit 5 [Latham & Watkins Letterhead] November 11, 1999 HDA Parts System, Inc. 520 Lake Cook Road Deerfield, Illinois 60015 Re: Registration Statement on Form S-4 (File no. 333-75887) $100,000,000 Principal Amount of 12% Senior Subordinated Notes due 2005 ----------------------------------------------------------------------- Ladies and Gentlemen: In connection with the registration of $100,000,000 aggregate principal amount of 12% Senior Subordinated Notes due 2005 (the "Series B Notes") by HDA Parts System, Inc., an Alabama corporation (the "Company") and the related guarantees thereof (the "Guarantees"), on Form S-4 to be filed with the Securities and Exchange Commission on April 12, 1999 (the "Registration Statement"), you have requested our opinion with respect to the matters set forth below. The Series B Notes will be issued pursuant to an indenture dated as of July 31, 1998, a first supplemental indenture, dated as of September 30, 1998, a second supplemental indenture, dated as of December 21, 1998, a third supplemental indenture, dated as of January 14, 1999, a fourth supplemental indenture, dated as of April 20, 1999, a fifth supplemental indenture, dated as of June 7, 1999, a sixth supplemental indenture, dated as of September 27, 1999, a seventh supplemental indenture, dated as of October 1, 1999 and an eighth supplemental indenture, dated as of October 8, 1999 (together, the "Indenture") by and among the Company, the guarantors named therein (the "Guarantors") and U.S. Trust Company of California, N.A., as trustee (the "Trustee"). The Series B Notes will be issued in exchange for the Company's outstanding 12% Senior Subordinated Notes due 2005 (the "Series A Notes") on the terms set forth in the prospectus contained in the Registration Statement and the Letter of Transmittal to be filed as an exhibit thereto (the "Exchange Offer"). Capitalized terms used herein without definition have the meanings assigned to them in the Indenture. In our capacity as your special counsel, we have made such legal and factual examinations and inquiries as we have considered appropriate for purposes of rendering the opinions expressed below. We have examined, among other things, the Indenture, the Series B Notes and the Guarantees. In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to authentic original documents of all documents submitted to us as copies. As to facts material to the opinions, statements and assumptions expressed herein, we have, with your consent, relied upon oral or written statements and representations of officers and other representatives of the Company and others. In addition, we have obtained and relied upon such certificates and assurances from public officials as we have deemed necessary. We are opining herein as to the effect on the subject transactions only of the internal laws of the State of New York and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction or as to any matters of municipal law or the laws of any local agencies within any state. Subject to the foregoing and the other matters set forth herein, it is our opinion, as of the date hereof, that assuming due authorization, execution, delivery and authentication of the Series B Notes and the Guarantees, upon issuance in the manner described in the Registration Statement, the Series B Notes will be legally valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, and the Guarantees will be legally valid and binding obligations of the Guarantors, enforceable against the Guarantors in accordance with their terms. The opinions rendered above relating to the enforceability of the Series B Notes and the Guarantees are subject to the following exceptions, limitations and qualifications: (1) the effect of bankruptcy, insolvency, fraudulent conveyances, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting the rights and remedies of creditors, (2) the effect of general principles of equity, whether enforcement is considered in a proceeding in equity or law, and the discretion of the court before which any proceeding therefor may be brought; (3) the unenforceability under certain circumstances under law or court decisions of provisions providing for the indemnification of or contribution to a party with respect to a liability where such indemnification or contribution is contrary to public policy; and (4) we express no opinion regarding the waivers of rights or defenses contained in Section 4.15 of the Indenture. To the extent that the obligations of the Company and the Guarantors under the Indenture and the Guarantees may be dependent upon such matters, we have assumed for purposes of this opinion that (i) the Trustee (a) is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; (b) has the requisite organizational and legal power and authority to perform its obligations under the Indenture; and (c) is duly qualified to engage in the activities contemplated by the Indenture; (ii) the Indenture has been duly authorized, executed and delivered by the Trustee and constitutes the Trustee's legally valid and binding obligation, enforceable against the Trustee in accordance with its terms; and (iii) the Trustee is in compliance, generally and with respect to acting as trustee under the Indenture, with all applicable laws and regulations. We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm contained under the heading "Legal Matters." Very truly yours, /s/ Latham & Watkins -----END PRIVACY-ENHANCED MESSAGE-----