EX-99.A4 7 ex212223.txt EX21 22 23 - DEC 31,2000 EXHIBIT 21 Significant Subsidiaries of Selas Corporation of America Subsidiary Place of Incorporation CFR-CECF Forumi-Ripoche France CFR Portugal Portugal Deuer Manufacturing, Inc. Ohio Nippon Selas Japan Resistance Technology GmbH Germany Vertrieb von Elecktronikteilen Resistance Technology, Inc. Minnesota Lectret Precision PTE LTD Singapore RTI Electronics, Inc. Delaware RTI Technologies PTE LTD Singapore SEER France Selas (SAS) France Selas Italiana, S.A. Italy Selas Engineering UK Ltd. England Selas Waermetechnik, GmbH Germany EXHIBIT 23 CONSENT OF INDEPENDENT AUDITORS The Board of Directors Selas Corporation of America: We consent to the incorporation by reference in the Registration Statements No. 33-33712 on Form S-3, No. 333-16377 on Form S-8, and No. 333-66433 on Form S-8 of Selas Corporation of America and subsidiaries of our reports dated February 19, 2001, relating to the consolidated balance sheets of Selas Corporation of America and subsidiaries as of December 31, 2000 and 1999 and the related consolidated statements of operations, shareholders' equity, and cash flows and related financial statement schedules for each of the years in the three-year period ended December 31, 2000, which reports are included in the December 31, 2000 annual report on Form 10-K of Selas Corporation of America. /s/KPMG LLP Philadelphia, Pennsylvania March 30, 2001 EXHIBIT 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that the undersigned does hereby consent and appoint Stephen F. Ryan and Francis A. Toczylowski, or either of them, his attorney to do any and all acts, including the execution of documents, which said attorneys, or either of them, may deem necessary or advisable to enable Selas Corporation of America (the "Company") to comply with the Securities Exchange Act of 1934, as amended, and the rules, regulations and requirements of the Securities and Exchange Commission, in connection with the filing under said Act of an annual report of the Company on Form 10-K for the year ended December 31, 2000, including the power and authority to sign in the name and on behalf of the undersigned, in any and all capacities in which the signature of the undersigned would be appropriate, such annual report and any and all amendments thereto and generally to do and perform all things necessary to be done in the premises as fully and effectually in all respects as the undersigned could do if personally present. IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this 30th day of March, 2001. /s/Mark S. Gorder /s/John H. Austin, Jr. /s/Frederick L. Bissinger /s/Nicholas A. Giordano /s/Michael J. McKenna