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As filed with the Securities and Exchange Commission on April 9, 1998
Registration No.: 333-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
KEYSTONE AUTOMOTIVE INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
CALIFORNIA
(State or other jurisdiction of incorporation or organization)
95-2920557
(I.R.S. Employer Identification No.)
700 EAST BONITA AVENUE
POMONA, CALIFORNIA 91767
(909) 624-8041
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
<TABLE>
<S> <C>
JAMES C. LOCKWOOD, ESQ. COPY TO:
VICE PRESIDENT PAUL H. IRVING, ESQ.
KEYSTONE AUTOMOTIVE INDUSTRIES, INC. MANATT, PHELPS & PHILLIPS, LLP
700 EAST BONITA AVENUE 11355 W. OLYMPIC BOULEVARD
POMONA, CALIFORNIA 91767 LOS ANGELES, CALIFORNIA 90064
(909) 624-8041 (310) 312-4196
</TABLE>
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: FROM TIME TO
TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
IF THE ONLY SECURITIES BEING REGISTERED ON THIS FORM ARE BEING OFFERED
PURSUANT TO DIVIDEND OR INTEREST REINVESTMENT PLANS, PLEASE CHECK THE FOLLOWING
BOX. [_]
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, OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION WITH DIVIDEND OR INTEREST
REINVESTMENT PLANS, CHECK THE FOLLOWING BOX. [X]
[A 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. [_]
IF THIS FORM IS A POST-EFFECTIVE AMENDMENT FILED PURSUANT TO RULE 462(C)
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. [_]
IF DELIVERY OF THE PROSPECTUS IS EXPECTED TO BE MADE PURSUANT TO RULE 434,
CHECK THE FOLLOWING BOX. [_]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------
Proposed
Title of each class Proposed maximum maximum
of securities to be Amount to be offering aggregate Amount of
registered registered price per unit(1) offering price(1) registration fee
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, no par value 1,000,000 shares $23.68 $23,688,000 $6,988
- -------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimate based on the last reported sale price of the Registrant's Common
Stock as reported on Nasdaq on April 2, 1998 pursuant to Rule 457(c)
promulgated under the Securities Act of 1933, as amended.
________________________________
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
- --------------------------------------------------------------------------------
<PAGE>
PROSPECTUS
Subject to Completion, Dated April 9, 1998
1,000,000 SHARES
KEYSTONE AUTOMOTIVE INDUSTRIES, INC.
COMMON STOCK
(NO PAR VALUE)
___________________
The 1,000,000 shares of Common Stock of Keystone Automotive Industries,
Inc. ("Keystone" or the "Company") offered hereby (the "Shares") are
collectively being sold by the "Selling Stockholders" (as hereinafter defined).
See "Selling Stockholders." The Common Stock is quoted on the Nasdaq National
Market under the symbol "KEYS." The last sale price for the Common Stock on
April 8, 1998, as reported on the Nasdaq National Market System, was $24 1/8
per share. All expenses of this Offering, estimated to be $27,000, are being
paid by the Company.
SEE "RECENT DEVELOPMENTS," BEGINNING ON PAGE 6 AND "RISK FACTORS,"
BEGINNING ON PAGE 9, FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE
CONSIDERED BY PROSPECTIVE PURCHASERS OF THE COMMON STOCK OFFERED HEREBY.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
The Shares may be offered or sold by or for the account of the Selling
Stockholders from time to time or at one time in the over-the-counter market or
otherwise, at prices and on terms to be determined at the time of sale, to
purchasers directly or by or through brokers or dealers, who may receive
compensation in the form of discounts, commissions or concessions. The Selling
Stockholders and any such brokers or dealers may be deemed to be "underwriters"
within the meaning of the Securities Act of 1933, as amended (the "Securities
Act"), and any discounts, concessions and commissions received by any such
brokers and dealers may be deemed to be underwriting commissions or discounts
under the Securities Act. The Company will not receive any of the proceeds from
any sale of the Shares offered hereby. See "Use of Proceeds," "Selling
Stockholders" and "Plan of Distribution."
<PAGE>
DOCUMENTS INCORPORATED BY REFERENCE
The following documents have been filed by the Company (Commission File No.
0-28568) with the Securities and Exchange Commission ("Commission") pursuant to
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and are
incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
March 28, 1997.
2. The Company's Quarterly Reports on Form 10-Q for the fiscal quarters
ended June 27, 1997, September 26, 1997 and December 26, 1997 and the Company's
Form 10-Q/A amended Quarterly Report for the quarter ended December 26, 1997 .
3. The Company's Current Reports on Form 8-K dated April 10, 1997, June
6, 1997, January 9, 1998, February 19, 1998, March 10, 1998 and April 8, 1998, a
Form 8-K/A dated March 17, 1998 and a Form 8-K/A-2 dated March 20, 1998.
4. The description of the Common Stock contained in the Company's
Registration Statement on Form 8-A filed with the Commission under the Exchange
Act.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date hereof and prior to the termination of
the offering hereunder shall be deemed to be incorporated by reference in this
Prospectus and to be part hereof from the date of filing of such documents. Any
statement contained in a document incorporated by reference herein shall be
deemed to be modified or superseded for all purposes to the extent that a
statement contained herein or in any other subsequently filed document which is
deemed to be incorporated by reference
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herein modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as modified or superseded, to constitute
a part of this Prospectus.
The Company will provide without charge to each person, including any
beneficial owner, to whom a copy of this Prospectus is delivered, upon the
written or oral request of such person, a copy of any and all of the documents
incorporated by reference (not including the exhibits to such documents, unless
such exhibits are specifically incorporated by reference in such documents).
Requests for such copies should be directed to Mr. James C. Lockwood, Vice
President-General Counsel and Secretary, at Keystone Automotive Industries,
Inc., 700 East Bonita Avenue, Pomona, California 91767, or by telephone (909)
624-8041.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Exchange
Act, and in accordance therewith, files periodic reports, proxy solicitation
materials and other information with the Commission. Such reports, proxy
solicitation materials and other information can be inspected and copied at the
public reference facilities maintained by the Commission at Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549 and at the Commission's Regional
Offices located at Seven World Trade Center, Suite 1300, New York, New York
10048 and Citicorp Center 500 West Madison Street, Suite 1400, Chicago, Illinois
60661-2511. Copies of such materials can be obtained from the Public Reference
Section of the Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates. The Commission maintains a Web site that contains reports,
proxy and information statements and other information regarding registrants
that file electronically with the Commission. Such reports, proxy and
information statements and other information may be found at the Commission's
Web site address, http://www.sec.gov. The Common Stock is listed on the Nasdaq
National Market. Such reports, proxy solicitation materials and other
information can also be inspected and
3
<PAGE>
copied at the offices of the National Association of Securities Dealers, Inc.,
1735 K Street, N.W. Washington, D.C. 20006-1506.
The Company has filed a registration statement on Form S-3 with the
Commission (herein, together with all amendments and exhibits, referred to as
the "Registration Statement") under the Securities Act with respect to the
offering made hereby. This Prospectus does not contain all of the information
set forth in the Registration Statement, certain portions of which are omitted
in accordance with the rules and regulations of the Commission. Such additional
information may be obtained from the Commission's principal office in
Washington, D.C. as set forth above. For further information, reference is
hereby made to the Registration Statement, including the exhibits filed as a
part thereof or otherwise incorporated herein. Statements made in this
Prospectus as to the contents of any documents referred to are not necessarily
complete, and in each instance reference is made to such exhibit for a more
complete description and each such statement is modified in its entirety by such
reference.
FORWARD-LOOKING STATEMENTS
This Prospectus contains forward-looking statements within the meaning of
Section 27A of the Securities Act and Section 21E of the Exchange Act, including
statements regarding the Company's financing needs, business plans and
prospects, expectations and intentions. Forward-looking statements necessarily
involve risks and uncertainties, and the Company's actual results could differ
materially from those anticipated in these forward-looking statements as a
result of certain factors, including those set forth below and elsewhere in this
Prospectus. The factors set forth below under "Risk Factors" and other
cautionary statements made in this Prospectus should be read and understood as
being applicable to all related forward-looking statements wherever they appear
in this Prospectus.
4
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THE COMPANY
Keystone is the nation's leading distributor of aftermarket collision
replacement parts produced by independent manufacturers for automobiles and
light trucks. Keystone distributes products primarily to collision repair shops
throughout most of the United States. In addition, the Company recycles and
produces chrome plated and plastic bumpers and remanufactures alloy wheels. The
Company's product lines consist of automotive body parts, bumpers, autoglass and
remanufactured alloy wheels, as well as paint and other materials used in
repairing damaged vehicles. Keystone currently offers more than 19,000 stock
keeping units to over 24,000 collision repair shop customers, out of an
estimated 48,000 shops nationwide. Founded in Southern California in 1947, the
Company operates a "hub and spoke" distribution system consisting of 13 regional
hubs and 86 service centers located in 39 states primarily in the West, Midwest,
Northeast, Mid-Atlantic and South, as well as in Tijuana, Mexico. From these
service centers, Keystone has approximately 400 professional and trained
salespersons who call on an average of over 6,000 collision repair shops per
day.
References in this Prospectus to "Keystone" or the "Company" mean Keystone
and its wholly-owned subsidiaries. The Company's principal executive offices are
located at 700 East Bonita Avenue, Pomona, California 91767, and its telephone
number is (909) 624-8041.
5
<PAGE>
RECENT DEVELOPMENTS
ACQUISITIONS OF INTEURO PARTS DISTRIBUTORS, INC. AND CAR BODY CONCEPTS, INC.
On January 1, 1998, Keystone acquired Inteuro Parts Distributors, Inc.
("Inteuro") and Car Body Concepts, Inc. ("Car Body") in exchange for an
aggregate of 2,000,000 shares of Keystone Common Stock. The transactions were
accounted for as poolings of interest. See "Selling Stockholders."
Inteuro and Car Body distributed aftermarket collision replacement parts
for automobiles and light trucks through eight service centers located in the
Southeast.
For the 12 months ended December 31, 1997, Inteuro and Car Body on a
combined basis had net sales and net income of approximately $35,851,000 and
$3,994,000, respectively, and at December 31, 1997 had total assets and
stockholders' equity of approximately $7,613,000 and $2,836,000, respectively.
PENDING ACQUISITION OF REPUBLIC AUTOMOTIVE PARTS, INC.
General. On February 17, 1998, the Company entered into an Agreement and
Plan of Merger (the "Merger Agreement") providing for a merger (the "Merger") of
a wholly-owned subsidiary of the Company with and into Republic Automotive
Parts, Inc. ("Republic") pursuant to which each Republic stockholder will
receive 0.8 of a share of Common Stock of the Company for each share of Republic
Common Stock held, or an aggregate of approximately 2.7 million shares of
Keystone Common Stock (not including shares which may be issued in the future
pursuant to rights granted under Republic's Stock Compensation Plan, which are
being assumed by Keystone). The Merger Agreement and the transactions
contemplated therein were approved by the respective Boards of Directors of
Keystone and Republic, based,
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in part, upon opinions from their respective financial advisors that the Merger
was fair from a financial point of view, to the respective stockholders of
Keystone and Republic. The Merger is intended to qualify as a tax-free
reorganization under Section 368(a) of the Internal Revenue Code of 1986, as
amended. It is anticipated that the Merger will be accounted for as a
"purchase."
Consummation of the Merger is subject to numerous conditions precedent,
including: (i) the approval of the Merger by the stockholders of both Keystone
and Republic, (ii) declaration by the Commission of the effectiveness of a
registration statement with respect to the shares of Keystone Common Stock being
issued in the Merger, (iii) filings by both parties under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended and the expiration of the waiting
period prescribed thereunder, (iv) the accuracy in all material respects of
certain representations and warranties made by the parties in the Merger
Agreement and the performance of all required covenants, (v) absence of a
material adverse change in either party, (vi) the holders of less than 5% of
Keystone's issued and outstanding shares of Common Stock shall have dissented
from the Merger under California law, (vii) the listing of the Keystone shares
being issued in the Merger on the Nasdaq National Market and (viii) receipt of a
legal opinion that the Merger qualifies as a tax free reorganization under
Section 368(a) of the Internal Revenue Code of 1968, as amended.
Keystone and Republic have certain termination rights, including the right
to terminate the Merger Agreement upon the failure of conditions precedent, or
if the Merger is not completed by August 31, 1998. In addition, Republic has a
right under certain circumstances to terminate the Merger Agreement in the event
that it receives an unsolicited offer from a third party which the Republic
Board of Directors deems to be more favorable to the Republic stockholders from
a financial point of view than the terms provided for in the Merger Agreement
and Keystone elects not to make an offer which is at least as favorable to
Republic. In such an event, Keystone is entitled to certain termination fees
and to elect to exercise an option to purchase shares of Republic Common Stock
equal to up to 19.9% of its outstanding shares at an
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<PAGE>
exercise price of $17.00 per share. There are limitations on the total profit
which Keystone may realize on the sale of Republic shares underlying that
option.
There can be no assurance that the Merger will be consummated. See "Risk
Factors."
Republic Business. Republic distributes a complete line of replacement
parts (other than tires) for substantially all mass-produced makes and models of
automobiles manufactured within the last 15 years and most replacement parts for
mass-produced trucks and vans. Republic also distributes a number of
replacement parts for heavy-duty trucks, snowmobiles, motorcycles, farm and
marine equipment and other similar types of machinery through its automotive
distribution centers and jobber stores. In addition, Republic also distributes
new replacement parts to repair vehicles damaged in collisions through its body
parts and accessories distribution centers. These centers sell to automotive
collision repair shops and smaller parts distributors.
Republic purchases replacement parts from over 100 principal suppliers and
distributes them through its automotive parts distribution centers. These
centers sell to Republic's jobber stores as well as to approximately 3,000
independent jobber stores. These stores in turn sell to service stations,
repair shops, individuals and others, including automobile and truck dealers,
fleet operators, leasing companies and mass merchandisers.
Republic Financial Results. For the years ended December 31, 1995, 1996,
and 1997, Republic reported net sales of $154.6 million, $184.8 million and
$189.0 million, respectively, and net income of $1.8 million, $5.1 million and
$3.3 million, respectively. At December 31, 1997, Republic reported that it had
total assets of $93.6 million and stockholders' equity of $51.6 million.
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RISK FACTORS
Acquisition Strategy. A principal component of the Company's growth
strategy is to acquire other independent distributors operating in new
geographic markets, as well as to increase its penetration in existing markets.
See "Recent Developments" above. Since April 1993, the Company has completed 22
acquisitions of a total of 74 service centers, primarily in the Northeast,
Midwest, Mid-Atlantic and South, of which 13 have been consolidated with
existing locations and 4 have been closed. The Company's ability to maintain or
exceed its historical growth rate will depend in large part on its ability to
successfully execute its acquisition strategy. The successful execution of this
strategy will depend on the Company's ability to identify and to compete for
appropriate acquisition candidates, to consummate such acquisitions on favorable
terms (including obtaining acquisition financing, if necessary), to maintain and
expand the sales and profitability of the acquired centers, and to anticipate
the changes that continued growth would impose on its financial reporting and
control systems, data processing systems and management. As consolidation takes
place in Keystone's industry, fewer potential acquisition candidates will
remain. There can be no assurance that the Company will be successful in
executing its strategy.
Acquisition Risks. Although the Company investigates the operations and
assets that it acquires, there may be liabilities that the Company fails or is
unable to discover, and for which the Company as a successor owner or operator,
may be responsible. The Company seeks to mitigate the risk of these potential
liabilities by obtaining indemnities and warranties from the seller and, in some
cases, deferring payments of a portion of the purchase price. However, these
indemnities, warranties and holdbacks, if obtained, may not fully cover the
liabilities due to their limited scope, amounts or duration, the limited
financial resources of the indemnitor or warrantor or other reasons. In the
proposed Republic transaction, there are no deferred payments and the
indemnities and warranties generally do not survive the consummation of the
Merger. In addition, acquisitions accounted for under the purchase method of
accounting generally involve the recording of goodwill and deferred charges on
the Company's balance sheet, which are amortized over varying periods
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of time depending upon the assets acquired. This amortization has the effect of
reducing the Company's reported earnings. At December 26, 1997, the Company had
recorded approximately $4.5 million in goodwill, net of accumulated
amortization. The Company had also recorded approximately $4.4 million in
deferred charges net of accumulated amortization, primarily related to
noncompetition agreements, which are amortized over the terms of those
agreements. It is anticipated that the proposed Republic transaction will be
accounted for as a purchase, resulting in an increase in recorded goodwill by an
amount not determinable at the date of this Prospectus.
The efficient and effective integration of acquired companies' operations
is necessary for the Company's acquisition strategy to be successful. This
generally requires, among other things, an integration of purchasing,
distribution, marketing and sales efforts, pricing, employee benefits policies,
liquidity and capital expenditure requirements, management teams and management
information and other systems. The challenges of integration may be increased
by the need to coordinate geographically separated organizations and by
concluding more than one large acquisition within a short period of time, such
as the acquisition of Inteuro in January 1998 and the proposed acquisition of
Republic. In addition, the integration generally requires a commitment of
management resources which may temporarily divert attention from day-to-day
operations of the Company.
Proposed Republic Transaction. The proposed Republic transaction described
under "Recent Developments" above is the largest acquisition undertaken by
Keystone to date and involves the issuance of approximately 2.7 million shares
of Keystone Common Stock, or an increase in its outstanding shares of about
18.6% (not including shares which may be issued in the future pursuant to rights
granted under Republic's Stock Compensation Plan, which are being assumed by
Keystone). Republic is a substantial corporation with business activities spread
over a wide geographic area from Alaska to Georgia. Consequently, all the risks
described above under "Acquisition Risks" are applicable to the proposed
transaction.
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Further, in addition to distributing aftermarket collision replacement
parts to collision repair shops (Keystone's sole business), over 60% of
Republic's sales involve the distribution of replacement parts for automobiles
and trucks through an extensive distribution network to service stations, repair
shops, individuals and others. There can be no assurance that Keystone will be
successful in operating this replacement parts distribution business or that, in
the alternative, it will be able to divest this business over time at prices
which will justify Keystone having acquired Republic.
Competition. Based upon industry estimates, the Company believes that 85%
of collision parts for automobiles and light trucks are supplied by original
equipment manufacturers ("OEMs"), compared with approximately 10% by independent
distributors of aftermarket collision parts and an additional 5% by distributors
of salvaged parts. The Company competes directly with, and encounters intense
competition from, OEMs, all of which have substantially greater financial,
distribution, marketing and other resources, including greater brand recognition
and a broader selection of collision parts. Accordingly, OEMs are in a position
to exert pricing and other competitive pressures on the Company and other
independent distributors, which could have a material adverse effect on the
results of operations of the Company. The aftermarket collision parts
distribution industry is highly fragmented. Typically, the Company's
competitors are independently owned distributors having from one to three
distribution centers. The Company anticipates that it will encounter
significant competition in the future, including competition from automobile
dealerships, distributors of salvage parts, buying groups and other large
distributors.
Dependence on Key and Foreign Suppliers. The Company is dependent on a
small number of suppliers. For the fiscal year ended March 28, 1997, the ten
largest suppliers accounted for approximately 43% of the products purchased by
the Company. Although alternative suppliers exist for substantially all
products distributed by the Company, the loss of any one supplier could have a
material adverse effect on the Company until alternative suppliers are located
and have commenced providing products. In fiscal 1997 and to date in fiscal
1998, approximately 71% of the products distributed by the Company were
manufactured in the United States or Canada and approximately 29% were
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imported directly from manufacturers in Taiwan. As a result, the Company's
operations are subject to the customary risks of doing business abroad,
including, among other things, transportation delays, political instability,
expropriation, currency fluctuations and the imposition of tariffs, import and
export controls and other non-tariff barriers (including changes in the
allocation of quotas), as well as the uncertainty regarding future relations
between China and Taiwan. To date, the Company has not been adversely impacted
by the current "Asian Crisis," but there can be no assurance that the Company's
sources of supply will not be impacted in the future. The percentage of imported
products may decline in the future if sales of autoglass, paint and related
supplies and equipment and remanufactured alloy wheels, which are manufactured
in the United States, continue to grow. Any significant disruption in the
Company's Taiwanese sources of supply or in its relationship with its suppliers
located in Taiwan could have a material adverse effect on the Company.
Continued Acceptance of Aftermarket Collision Parts. Based upon industry
sources, the Company estimates that approximately 87% of automobile collision
repair work is paid for in part by insurance; accordingly, the Company's
business is highly dependent upon the continued acceptance of such parts by the
insurance industry and the governmental agencies that regulate insurance
companies, and the ability of insurers to recommend the use of aftermarket parts
for collision repair jobs, as opposed to OEM parts. The Company's business is
also dependent upon the continued acceptance of such parts by collision repair
shops and their customers.
Consolidation in the Collision Repair Industry. The collision repair shop
industry is in the process of consolidation. The trend towards larger, more
efficient repair shops will increase the competition among distributors for the
remaining accounts and the pressure on distributors to provide price
concessions, just-in-time delivery, larger inventories, training and other
value-added services, which may have a material adverse effect on the Company's
sales and profitability.
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Decline in the Number of Collision Repairs. The number of collision
repairs has declined significantly in recent years, and may continue to do so,
due to, among other things, automotive safety improvements, more rigorous
enforcement of stricter drunk driving laws resulting in fewer accidents and the
increase in unit body construction and higher collision repair costs resulting
in a larger number of automobiles being declared a total loss in lieu of being
repaired. The continuation of such decline may have a material adverse effect
on the Company.
Compliance with Government Regulations; Environmental Hazards. The Company
is subject to increasing restrictions imposed by various federal, state and
local laws and regulations. Various state and federal regulatory agencies, such
as the Occupational Safety and Health Administration and the United States
Environmental Protection Agency (the "EPA"), have jurisdiction over the
Company's operations with respect to matters including worker safety, community
and employee "right-to-know" laws, and laws regarding clean air and water.
Under various federal, state and local laws and regulations, an owner or lessee
of real estate or the operator of a business may be liable for the costs of
removal or remediation of certain hazardous or toxic substances located on or
in, or emanating from, property owned or used in the business, as well as
related costs of investigation and property damage. Such laws often impose such
liability without regard to whether the owner, lessee or operator knew of, or
was responsible for, the presence of such hazardous or toxic substances. Other
than as described below with respect to its bumper plating operations, the
Company does not currently generate substantial hazardous waste in the ordinary
course of its business. The Company believes that it currently is in
substantial compliance with all applicable laws and regulations, and is not
aware of any material environmental problem at any of its current or former
facilities. No assurance can be given, however, that the Company's prior
activities or the activities of a prior owner or operator of an acquired service
center or other facility did not create a material environmental problem for
which the Company could be responsible or that future uses or conditions
(including, without limitation, changes in applicable laws and regulations) will
not result in material environmental liability to the Company. Furthermore,
compliance with legislative or regulatory changes may cause future increases in
the Company's operating costs or otherwise adversely affect operations. Certain
of the Company's products, such as paints and solvents, are highly
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flammable. Accordingly, the storage and transportation of these materials expose
the Company to the inherent risk of fire.
The Company acquired the bumper plating operations of its now wholly-owned
subsidiary, North Star Plating Company ("North Star"), in March 1997. In
addition, the Company currently conducts limited bumper plating operations at
one site and previously conducted similar operations at 11 additional sites
which were closed between 1983 and 1993. The Company's bumper plating
operations, which use a number of hazardous materials, are subject to a variety
of federal and state laws and regulations relating to environmental matters,
including the release of hazardous materials into the air, water and soil. The
Company endeavors to ensure that its bumper plating operations comply with
applicable environmental laws and regulations. Compliance with such laws and
regulations has not had a material effect on the Company's capital expenditures,
earnings or competitive position, and no material capital expenditures with
respect to the Company's bumper plating operations are anticipated during the
next 12 months. Although the Company believes it is in substantial compliance
with all applicable environmental laws and regulations relating to its bumper
plating operations, there can be no assurance that the Company's current or
former operations have not, or will not in the future, violate such laws and
regulations or that compliance with such laws and regulations will not have a
material adverse effect on the Company's operations. Any inadvertent
mishandling of hazardous materials or similar incident could result in costly
remediation efforts and administrative and legal proceedings, which could
materially and adversely affect the Company's business and results of
operations. In addition, future environmental regulations could add to overall
costs of the Company's bumper plating business or otherwise materially and
adversely affect these operations.
Volatility of Stock Price. The trading price of the Company's Common Stock
may be subject to significant fluctuations as a result of variations in the
Company's actual or anticipated operating results, changes in general market
conditions and other factors. In recent years, the stock market generally has
experienced significant price and volume fluctuations which often have been
unrelated or disproportionate to the operating performance of a specific company
or
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industry. There can be no assurance that the market price of the Company's
Common Stock will not decline below the current market price. It is possible
that in some future quarter, the Company's operating results will be below the
expectations of public market analysts or investors. In such event, the price of
the Company's Common Stock may be materially and adversely affected.
Shares Eligible for Future Sale. At March 27, 1998, there were 14,642,000
shares of Keystone Common Stock outstanding. Of these shares, the 8,307,000
shares sold in the Company's two public offerings and the 2,450,000 shares
issued in the North Star transaction are freely tradeable without restriction or
further registration under the Securities Act, except for any such shares held
by an "affiliate" of the Company. The remaining 3,885,000 shares are "restricted
securities" as that term is defined in Rule 144 under the Securities Act, and,
accordingly, may not be sold without registration under the Securities Act or
pursuant to an applicable exemption therefrom. Of these shares, 1,000,000 are
being included in this offering by the Selling Stockholders. The market price of
the Company's Common Stock could be adversely affected by the availability for
sale of such shares or of shares which may be issued upon the exercise of stock
options granted under the Company's 1996 Employee Stock Incentive Plan, as
amended.
In addition, if the Republic transaction is consummated, an additional 2.7
million shares of Keystone Common Stock will be issued and outstanding, the
substantial majority of which will be freely tradeable without restriction or
further registration.
Management Information Systems and Year 2000 Issue. At the present time,
the ordering, shipment, storage and delivery of the Company's products are
managed through four centralized information systems located at the Company's
corporate headquarters and at the headquarters of North Star and Inteuro
(wholly-owned subsidiaries) and All Makes Body Parts, a division ("All Makes").
These systems receive periodic information from regional
15
<PAGE>
hubs and service centers regarding the location and availability of products,
customers, sales and other financial operating data.
North Star, Inteuro and All Makes have each developed and maintain their
own computerized order taking, inventory control and management information
systems, which are similar to the Company's systems. Summary financial
information is transmitted on a periodic basis from North Star's, Inteuro's and
All Makes' headquarters to the Company's executive offices.
In January 1998, the Company purchased a comprehensive enterprise software
package for accounting, distribution and inventory planning. The implementation
of this package is in the beginning stages. It is anticipated that this software
package will allow the Company to standardize business practices at each of its
service centers on a company-wide basis as well as standardize the information
transmitted to the Keystone's executive offices resulting in the receipt of
information on a more timely basis. This will enable management to, among other
things, identify inventory needs and financial trends faster and more
effectively. It is anticipated that the implementation and deployment of the
system to the service centers will be completed by the end of December 1999.
While it is estimated that the total cost (hardware and software) to
install the new software package will not be material, there can be no assurance
that the implementation of the new software package will not involve significant
unexpected costs or that unanticipated problems encountered in the conversion
from the present system will not have in a material adverse effect on the
Company's results of operations.
The new enterprise software package provides a comprehensive solution to
the year 2000 problem. It is believed that once successfully installed
throughout the Company, the new system should eliminate any additional costs
with respect to this problem.
16
<PAGE>
USE OF PROCEEDS
The Selling Stockholders will receive all of the net proceeds from the sale
of the Shares offered hereby, and none of such proceeds will be available for
use by the Company or otherwise for the Company's benefit.
SELLING STOCKHOLDERS
The following table sets forth information with respect to the ownership of
the shares of Common Stock by the persons listed below (the "Selling
Stockholders") as of March 31, 1998. To the knowledge of the Company, each
person named has sole voting and investment power with respect to the shares
indicated.
<TABLE>
<CAPTION>
SHARES OWNED SHARES OWNED
PRIOR TO OFFERING NUMBER OF AFTER OFFERING
---------------------- SHARES TO ----------------------
NAME NUMBER PERCENTAGE BE SOLD NUMBER PERCENTAGE
---- --------- ---------- --------- --------- ----------
<S> <C> <C> <C> <C> <C>
Schigiel Enterprises, Ltd.(1)(2) 992,000 6.8% 496,000 496,000 3.4%
Bick Enterprises, Ltd.(1)(3) 968,000 6.6% 484,000 484,000 3.3%
Cesar Jimenez(1) 40,000 * 20,000 20,000 *
--------- ---------- --------- --------- ----------
2,000,000 13.7% 1,000,000 1,000,000 6.8%
</TABLE>
_____________________
* Less than one percent
(1) The address for each of the Selling Stockholders is: 9970 N.W. 89th Court,
Medley, Florida 33178.
(2) All of the 992,000 shares of Keystone Common Stock owned of record by
Schigiel Enterprises, Ltd., a Florida limited partnership, are owned
beneficially by Leon Schigiel.
(3) All of the 968,000 shares of Keystone Common Stock owned of record by Bick
Enterprises, Ltd., a Florida limited partnership, are owned beneficially by
Joseph Bick.
17
<PAGE>
The shares being sold by the Selling Stockholders were received by Messrs.
Schigiel, Bick and Jimenez in connection with the acquisitions of Inteuro and
Car Body consummated on January 1, 1998. See "Recent Developments" above.
Messrs. Schigiel and Bick were officers, directors and the sole shareholders of
Inteuro and Mr. Jimenez was an officer and director of Car Body and along with
Messrs. Schigiel and Bick, the sole shareholders of Car Body. Mr. Schigiel was
a Director of the Company from January 1, 1998 until March 18, 1998, when he
resigned. Messrs. Schigiel and Bick are employed by Inteuro pursuant to
employment agreements entered into at the time of the acquisition and Mr.
Jimenez is employed by Car Body pursuant to an employment agreement entered into
at the time of the acquisition.
PLAN OF DISTRIBUTION
The Shares offered hereby may be sold from time to time or at one time by
or for the account of the Selling Stockholders in the over-the-counter or
otherwise directly to purchasers in negotiated transactions; by or through
brokers or dealers in ordinary brokerage transactions or transactions in which a
broker or dealer solicits purchasers; in block trades in which brokers or
dealers will attempt to sell Shares as agent but may position and resell a
portion of the block as principal; in transactions in which a broker or dealer
purchases as principal for resale for its own account; or in any combination of
the foregoing methods. Shares may be sold at a fixed offering price, which may
be changed, at the prevailing market price at the time of sale, at prices
related to such prevailing market price or at negotiated prices. Brokers or
dealers may arrange for others to participate in any such transaction and may
receive compensation in the form of discounts, commissions or concessions
payable by the purchasers of Shares. If required at the time that a particular
offer of Shares is made, a supplement to this Prospectus will be delivered that
describes any material arrangements for the distribution of Shares and the terms
of the offering, including, without limitation, any discounts, commissions or
concessions and other items constituting compensation from the Selling
Stockholder or otherwise. The Company may
18
<PAGE>
agree to indemnify participating brokers or dealers against certain civil
liabilities, including liabilities under the Securities Act.
The Selling Stockholders and any such brokers or dealers may be deemed to
be "underwriters" within the meaning of the Securities Act, in which event any
discounts, commissions or concessions received by such brokers or dealers and
any profit on the resale of the Shares purchased by such brokers or dealers may
be deemed to be underwriting commissions or discounts under the Securities Act.
Any Shares covered by this Prospectus which qualify for sale pursuant to
Rule 144 under the Securities Act may be sold under Rule 144 rather than
pursuant to this Prospectus. There is no assurance that the Selling Stockholders
will sell any or all of the Shares. The Selling Stockholders may transfer,
devise or gift such Shares by other means not described herein.
The Company will pay all of the expenses, including, but not limited to,
fees and expenses of compliance with state securities or "blue sky" laws,
incident to the registration of the Shares, other than commissions and other
selling expenses and any stock transfer taxes.
The Company has informed the Selling Stockholders that the anti-
manipulation provisions of Regulation M under the Exchange Act may apply to
their sales of the shares offered hereby and has furnished each of the Selling
Stockholders with a copy of these rules. The Company has also advised the
Selling Stockholders of the requirement for delivery of this Prospectus in
connection with any public sale of the shares.
19
<PAGE>
VALIDITY OF COMMON STOCK
The validity of the Shares of Common Stock offered hereby will be passed
upon for the Company by Manatt, Phelps & Phillips, LLP, Los Angeles, California.
EXPERTS
The consolidated financial statements of Keystone Automotive Industries,
Inc. included in Keystone Automotive Industries, Inc.'s Annual Report (Form 10-
K) for the year ended March 28, 1997 have been audited by Ernst & Young LLP,
independent auditors, as set forth in their report thereon included therein and
incorporated herein by reference. The supplemental consolidated financial
statements of Keystone Automotive Industries, Inc. as of March 29, 1996 and
March 28, 1997 and for each of the three years in the period ended March 28,
1997 included in Keystone Automotive Industries, Inc.'s Current Report on
Form 8-K filed on April 8, 1998, have also been audited by Ernst & Young LLP,
independent auditors, as set forth in their report included therein and
incorporated herein by reference. Such financial statements referred to above
are incorporated herein by reference in reliance upon such reports given upon
the authority of such firm as experts in accounting and auditing.
The combined financial statements of Inteuro Parts Distributors, Inc. and
Car Body Concepts, Inc. incorporated by reference into this prospectus and
elsewhere in the registration statement, to the extent and for the period
indicated in their report, have been audited by Arthur Andersen LLP, independent
certified public accountants, and are incorporated by reference herein in
reliance upon the authority of said firm as experts in accounting and auditing
in giving said report.
20
<PAGE>
================================================================================
No person has been authorized to give any information or to make any
representations other than those contained in this Prospectus, and, if given or
made, such information or representations must not be relied upon as having been
authorized. This Prospectus does not constitute an offer to sell or the
solicitation of an offer to buy any securities other than the securities to
which it relates or an offer to sell or the solicitation of an offer to buy such
securities in any circumstances in which such offer or solicitation is unlawful.
Neither the delivery of this Prospectus nor any sale made hereunder shall, under
any circumstances, create any implication that there has been no change in the
affairs of the Company since the date hereof or that the information contained
herein is correct as of any time subsequent to its date.
___________________
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Documents Incorporated by Reference ...................................... 2
Available Information .................................................... 3
Forward-Looking Statements ............................................... 4
The Company .............................................................. 5
Recent Developments ...................................................... 6
Risk Factors ............................................................. 9
Use of Proceeds .......................................................... 17
Selling Stockholders ..................................................... 17
Plan of Distribution ..................................................... 18
Validity of Common Stock ................................................. 20
Experts .................................................................. 20
</TABLE>
___________________
================================================================================
1,000,000 SHARES
KEYSTONE AUTOMOTIVE INDUSTRIES, INC.
[LOGO]
COMMON STOCK
__________________________
PROSPECTUS
__________________________
______________, 1998
================================================================================
<PAGE>
- -----------------------------
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses to be paid by the Company in connection with the
distribution of the securities being registered are as follows:
<TABLE>
<S> <C>
Securities and Exchange Commission Filing Fee.......... $ 6,988
Accounting Fees and expenses........................... $10,000
Legal Fees and expenses................................ $ 5,000
Miscellaneous Expenses................................. $ 5,012
________
Total.............................................. $27,000
========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The California General Corporations Law provides that California
corporations may include provisions in their Articles of Incorporation relieving
directors of monetary liability for breach of their fiduciary duty as directors,
except for the liability of a director resulting from (i) any transaction from
which the director derives an improper personal benefit, (ii) acts or omissions
involving intentional misconduct or a knowing and culpable violation of law,
(iii) acts or omissions
II-1
<PAGE>
that a director believes to be contrary to the best interest of the corporation
or its shareholders or that involve the absence of good faith on the part of the
director, (iv) acts or omissions constituting an unexcused pattern of
inattention that amounts to an abdication of the director's duty to the
corporation or its shareholders, (v) acts or omissions showing a reckless
disregard for the director's duty to the corporation or its shareholders in
circumstances in which the director was aware, or should have been aware, in the
ordinary course of performing a director's duties, of a risk of serious injury
to the corporation or its shareholders, (vi) any improper transaction between a
director and the corporation in which the director has a material financial
interest, or (vii) the making of an illegal distribution to shareholders or any
illegal loan or guaranty. The Registrant's Restated Articles of Incorporation
contain such a provision.
The Bylaws of the Registrant require the Registrant to indemnify its
directors and officers to the fullest extent permitted by applicable law.
The Registrant has entered into indemnification agreements with its
directors and executive officers that require the Registrant to indemnify the
directors and executive officers to the fullest extent permitted by applicable
law.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
a. EXHIBITS. THE FOLLOWING EXHIBITS ARE FILED AS PART OF THIS
REGISTRATION STATEMENT:
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<C> <S>
2.01 Agreement and Plan of Merger among Registrant, Republic
Automotive Parts, Inc. and KAI Merger, Inc. dated as of
February 17, 1998(1)
4.01 Registration Rights Agreement dated December 31, 1997
among Registrant, Leon Schigiel and Joseph Bick,
incorporated by reference to Exhibit 7(A) to the
Schedule 13D for Schigiel Enterprises, Ltd. filed with
the Securities and Exchange Commission on March 12,
1998.
4.02 Registration Rights Agreement dated December 31, 1997
among Registrant, Leon Schigiel, Joseph Bick and Cesar
Jimenez, incorporated by reference to Exhibit 7(B) to
the Schedule 13D for Schigiel Enterprises, Ltd. filed
with the Securities and Exchange Commission on March
12, 1998.
</TABLE>
II-2
<PAGE>
<TABLE>
<C> <S>
5.01 Opinion of Manatt, Phelps & Phillips, LLP as to the
legality of the securities being registered
23.01 Consent of Manatt, Phelps & Phillips, LLP (included in
Exhibit 5.01)
23.02 Consent of Ernst & Young LLP
23.03 Consent of Arthur Andersen LLP
24.01 Power of Attorney (included on page II-7 of this
registration statement)
</TABLE>
_______________________
(1) Filed as an Exhibit to Registrant's Form 8-K Current Report filed with the
Securities and Exchange Commission on February 19, 1998 and incorporated
herein by reference.
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement;
II-3
<PAGE>
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement.
Provided, however, that paragraphs (i) and (ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registration pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at the time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been
II-4
<PAGE>
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Pomona, State of California, on April 9, 1998.
KEYSTONE AUTOMOTIVE INDUSTRIES, INC.
By /s/ Charles J. Hogarty
-------------------------------------
Charles J. Hogarty
President and Chief Executive Officer
II-6
<PAGE>
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints John M. Palumbo and James C. Lockwood,
and each of them, his true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documentation in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in or about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
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.
<TABLE>
<CAPTION>
Signature Capacity Date
--------- -------- ----
<S> <C> <C>
/s/ Charles J. Hogarty President and Chief Executive April 9, 1998
- -------------------------- Officer (Principal Executive
Charles J. Hogarty Officer) and a Director
/s/ John M. Palumbo Vice President, Treasurer and April 9, 1998
- -------------------------- Chief Financial Officer
John M. Palumbo (Principal Financial and
Accounting Officer)
/s/ Ronald G. Brown
- --------------------------
Ronald G. Brown Chairman of the Board April 9, 1998
/s/ Al A. Ronco
- --------------------------
Al A. Ronco Executive Vice President and a April 9, 1998
Director
/s/ Timothy C. McQuay
- --------------------------
Timothy C. McQuay Director April 9, 1998
/s/ George E. Seebart
- --------------------------
George E. Seebart Director April 9, 1998
</TABLE>
II-7
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Sequential Page
Number Description Number
- ------ ----------- ------
<C> <S> <C>
2.01 Agreement and Plan of Merger (incorporated by
reference to Registrant's Form 8-K dated
February 19, 1998)
4.01 Registration Rights Agreement (incorporated by
reference)
4.02 Registration Rights Agreement (incorporated by
reference)
5.01 Opinion of Manatt, Phelps & Phillips, LLP as
to the legality of the securities being registered
23.01 Consent of Manatt, Phelps & Phillips, LLP
(included in Exhibit 5.01)
23.02 Consent of Ernst & Young LLP
23.03 Consent of Arthur Andersen LLP
24.01 Powers of Attorney (included on signature page
of this registration statement)
</TABLE>
II-8
<PAGE>
[LETTERHEAD OF MANATT PHELPS PHILLIPS ATTORNEYS AT LAW APPEARS HERE]
EXHIBIT 5.01
April 9, 1998
Keystone Automotive Industries, Inc.
700 East Bonita Avenue
Pomona, California 91767
RE: KEYSTONE AUTOMOTIVE INDUSTRIES, INC.
Ladies and Gentlemen:
As special counsel for Keystone Automotive Industries, Inc., a
California corporation ("Keystone"), in connection with Keystone's Registration
Statement on Form S-3, No. 333-______ ("Registration Statement"), registering a
maximum of 1,000,000 shares of Keystone's common stock, no par value ("Keystone
Stock"), to be sold on behalf of certain shareholders of Keystone Stock (the
"Offering"), we have been requested to render this opinion.
We have examined and reviewed only such questions of law as we have
deemed necessary or appropriate for the purpose of rendering the opinion set
forth herein.
For the purpose of rendering the opinion set forth herein, we have
been furnished with and examined only the following documents:
1. The Articles of Incorporation of Keystone, as amended and
presently in effect;
2. The Bylaws of Keystone, as amended and presently in effect;
3. The Registration Statement;
4. Records of the meetings of the Board of Directors of Keystone
pertaining to the Offering; and
5. Such other agreements, instruments, documents and records as we
have deemed to be necessary in connection with furnishing the opinion expressed
below.
With respect to all of the foregoing documents, we have assumed,
without investigation, the genuineness of all signatures, the authenticity of
all documents submitted to us as originals and the conformity to originals of
all documents submitted to us as certified or reproduced copies. We also have
obtained from the officers of Keystone such advice as to such factual matters as
we consider necessary for the purpose of this opinion, and insofar as this
opinion is based on such matters of fact, we have relied on such advice. We
express no opinion as to the statistical information and the financial
statements, the notes thereto and related schedules and other financial data,
included, or documents incorporated by reference, in the Registration Statement.
<PAGE>
MANATT, PHELPS & PHILLIPS. LLP
Keystone Automotive Industries, Inc.
April 9, 1998
Page 2
Based on the foregoing, subject to the assumptions, limitations and
exceptions set forth herein, we are of the opinion that the shares of Keystone
Stock to be sold in the Offering will, when delivered in the manner and on the
terms described in the Registration Statement (after and while the
Registration Statement is declared effective and assuming no stop order
suspending the effectiveness of the Registration Statement has been issued
under the Securities Act or proceedings therefor initiated or threatened by
the Commission), will be duly authorized, validly issued, fully paid and
nonassessable.
Our opinion expressed herein is limited to those matters expressly set
forth herein, and no opinion may be implied or inferred beyond the matters
expressly stated herein. We hereby disclaim any obligation to notify any
person or entity after the date hereof if any change in fact or law should
change our opinion with respect to any matter set forth in this letter.
This opinion is limited to the current laws of the State of California
and the United States of America, to present judicial interpretations thereof
and to facts as they presently exist. In rendering this opinion, we have no
obligation to revise or supplement it should the current laws of the State of
California or the United States of America be changed by legislative action,
judicial decision or otherwise.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under the caption "Validity
of Common Stock" in the prospectus which is part of the Registration
Statement.
Very truly yours,
/s/ Manatt, Phelps & Phillips
<PAGE>
EXHIBIT 23.02
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3 No. 33-00000) and related Prospectus of
Keystone Automotive Industries, Inc. for the registration of 1,000,000 shares of
its common stock and to the incorporation by reference therein of our report
dated May 23, 1997, with respect to the consolidated financial statements of
Keystone Automotive Industries, Inc. included in its Annual Report on Form 10-K
for the year ended March 28, 1997 and our report dated May 23, 1997, except for
Note 3, as to which the date is January 1, 1998 with respect to the supplemental
consolidated financial statements of Keystone Automotive Industries, Inc. as of
March 29, 1996 and March 28, 1997 and for each of the years in the three year
period ended March 28, 1997 included in its Current Report on Form 8-K dated
April 8, 1998, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
LOS ANGELES, CALIFORNIA
APRIL 8, 1998
<PAGE>
EXHIBIT 23.03
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
---------------------------------------------------
As independent certified public accountants, we hereby consent to the
incorporation by reference in this Form S-3 registration statement of our report
dated March 5, 1997 on the combined financial statements of Inteuro Parts
Distributors, Inc. and Car Body Concepts, Inc. (the "Companies") as of and for
the year ended December 31, 1996, included in Keystone Automotive Industries,
Inc.'s Form 8-K/A, filed on March 17, 1998 and Form 8-K/A-2, filed on March 20,
1998. It should be noted that we have not audited any combined or individual
financial statements of the Companies subsequent to December 31, 1996 or
performed any audit procedures subsequent to March 5, 1997, the date of our
report.
Miami, Florida,
April 9, 1998. Arthur Andersen LLP
