EX-99.A4 9 aae212324413.txt EXHIBITS 21-23-24 12/31/2001 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 RTI Electronics, Inc. Delaware RTI Tech PTE LTD. Singapore RTI Technologies PTE LTD Singapore RTI Export, Inc. Barbados SEER France Ermat S.A. 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, No. 333-66433 on Form S-8 and No. 333-59694 on Form S-8 of Selas Corporation of America and subsidiaries of our reports dated April 15, 2002, relating to the consolidated balance sheets of Selas Corporation of America and subsidiaries as of December 31, 2001 and 2000 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, 2001, which reports are included in the December 31, 2001 annual report on Form 10-K of Selas Corporation of America. Our report refers to a change in the method of accounting for derivative instruments and hedging activities in 2001. /s/KPMG LLP Philadelphia, Pennsylvania April 15, 2002 EXHIBIT 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that the undersigned does hereby consent and appoint Mark S. Gorder 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, 2001, 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 day of April, 2002. /s/Frederick L. Bissinger /s/John H. Duerden /s/Nicholas A. Giordano /s/Robert Masucci /s/Michael J. McKenna ..