<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 30, 1997
REGISTRATION NO. 333-28539
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 4
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
QUAKER HOLDING CO.
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
<S> <C> <C>
DELAWARE 7378 APPLIED FOR
(State or other jurisdiction of (Primary Standard Industrial Classification (I.R.S. Employer
incorporation or organization) Code Number) Identification No.)
</TABLE>
277 PARK AVENUE
NEW YORK, NEW YORK 10172
(212) 892-3000
(Address and telephone number of registrant's principal executive offices)
PETER T. GRAUER
PRESIDENT
QUAKER HOLDING CO.
277 PARK AVENUE
NEW YORK, NEW YORK 10172
(212) 892-3000
(Name, address and telephone number of agent for service)
Copies to:
<TABLE>
<CAPTION>
<S> <C>
Richard D. Truesdell, Esq. Marc D. Jaffe, Esq.
Davis Polk & Wardwell Latham & Watkins
450 Lexington Avenue 885 Third Avenue
New York, New York 10017 New York, New York 10022
(212) 450-4000 (212) 906-1200
</TABLE>
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable after this Registration Statement becomes effective.
If any of the securities being registered on this form are being offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities
Act of 1933, check the following box: [ ]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering: [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: [ ].
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
======================================================================================================
Title of Each Class of Amount to be Proposed Proposed Maximum Amount of
Securities to be Registered Registered Maximum Aggregate Offering Registration Fee (1)
Offering Price Price
Per Unit (1)
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Units (2) (3)(4) (3) $85,050,000 $15.15(5)
- ------------------------------------------------------------------------------------------------------
Senior Discount (3) (6) (6) --
Debentures due 2009
- ------------------------------------------------------------------------------------------------------
Warrants to purchase (3)(4) (6) (6) --
Common Stock
- ------------------------------------------------------------------------------------------------------
Common Stock, par value 286,000 $23.00 $6,578,000 $1993.34
$0.01 per share
======================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee.
(2) The Units will consist of Senior Discount Debentures due 2009 and Warrants
to purchase an aggregate of up to 286,000 Warrant Shares.
(3) The amount of Units, Senior Discount Debentures and Warrants to be
registered and the "Proposed Maximum Offering Price Per Unit" are not
currently determinable. The Senior Discount Debentures will be offered at a
discount from the principal amount.
(4) Up to 150,200.
(5) The registration fee amount of $25,757.58 was previously paid.
(6) No additional consideration will be paid by the purchasers of such
securities. Pursuant to Rule 457 under the Securities Act of 1933, no
separate fee is payable therefor.
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, AS AMENDED, OR UNTIL THE
REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION,
ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
<PAGE>
EXPLANTORY NOTE
This Amendment No. 4 is being filed solely to file certain exhibits
to this Registration Statement.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Expenses in connection with the issuance and distribution of the
securities being registered hereby, other than underwriting discounts, are
estimated (except for the Securities and Exchange Commission ("SEC")
registration and National Association of Securities Dealers ("NASD") filing
fees, which are the actual amounts) as follows:
<TABLE>
<CAPTION>
<S> <C>
SEC registration fee............. $ 25,772.73
NASD filing fee ................. 9,005.00
Blue Sky fees and expenses ..... 25,000.00
Accounting fees and expenses ... 150,000.00
Legal fees and expenses ......... 150,000.00
Printing and engraving expenses . 200,000.00
Trustee fees and expenses........ 10,000.00
Miscellaneous ................... 130,222.27
------------
Total.......................... $700,000.00
============
</TABLE>
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Reference is made to Section 102(b)(7) of the Delaware General Corporation
Law (the "DGCL"), which enables a corporation in its original certificate of
incorporation or an amendment thereto to eliminate or limit the personal
liability of a director for violations of the director's fiduciary duty,
except (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (iii)
pursuant to Section 174 of the DGCL (providing for liability of directors for
the unlawful payment of dividends or unlawful stock purchases or redemptions)
or (iv) for any transaction from which a director derived an improper
personal benefit. Section 145 of the DGCL empowers the Company to indemnify,
subject to the standards set forth therein, any person in connection with any
action, suit or proceeding brought before or threatened by reason of the fact
that the person was a director, officer, employee or agent of such company,
or is or was serving as such with respect to another entity at the request of
such company. The DGCL also provides that the Company may purchase insurance
of behalf of any such director, officer, employee or agent.
Article 9 of Quaker's Certificate of Incorporation makes mandatory
indemnification expressly authorized under the DGCL for directors of Quaker.
With respect to officers of Quaker, Article 9 of Quaker's Certificate of
Incorporation provides indemnification to such extent and to such effect as
the Board of Directors shall determine to be appropriate and authorized by
Delaware law. Concurrent with the Merger, Holdings' Amended and Restated
Certificate of Incorporation and By-laws are being amended to provide as set
forth above, and will be filed by amendment.
Pursuant to Section 6.03 of the Merger Agreement, Holdings has agreed for
a period of six years following the Effective Time to (a) maintain in effect
and cause Holdings to maintain in effect policies of directors' and officers'
liability insurance and fiduciary liability insurance with terms no less
favorable than current policies, with respect to claims arising prior to the
Effective Time, provided that premiums for such insurance not exceed 125% of
the amount per annum Holdings paid in its last full fiscal year and (b)
indemnify, and cause Holdings to indemnify, the directors and officers of the
Company to the fullest extent permitted by Holdings' charter and bylaws and
applicable law.
II-1
<PAGE>
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NO. EXHIBIT
- ----------- ---------------------------------------------------------------------------------------
<S> <C>
1.1** Form of Underwriting Agreement between Donaldson, Lufkin & Jenrette Securities
Corporation and the Issuer with respect to the Units.
2.1 Agreement and Plan of Merger, dated as of May 4, 1997 by and among the Issuer and
DecisionOne Holdings Corp.(1)
2.2 Voting Agreement and Irrevocable Proxy, dated as of May 4, 1997, among DecisionOne
Holdings Corp., the Issuer, J.H. Whitney & Co., Welsh, Carson, Anderson & Stowe IV,
L.P., Welsh, Carson Anderson & Stowe VI, L.P., and WCAS Capital Partners, L.P.(1)
2.3 Amendment No. 1 dated as of July , 1997 to the Agreement and Plan of Merger between
the Issuer and DecisionOne Holdings Corp.(8)
3.1** Certificate of Incorporation of the Issuer, as amended.
3.2 Amended and Restated Certificate of Incorporation of DecisionOne Holdings Corp.(2)
3.3** Bylaws of the Issuer.
3.4 Restated Bylaws of DecisionOne Holdings Corp.(2)
4.1** Form of Indenture in respect of the Debentures.
4.2** Form of Warrant Agreement dated , 1997, by and between Quaker Holding Co. and State
Street Bank and Trust Company, as Warrant Agent.
4.3** Form of Debenture (included in Exhibit 4.1)
4.4** Form of Warrant (included in Exhibit 4.2)
4.5** Form of Qualified Independent Underwriter Agreement.
5.1* Form of Opinion of Davis Polk & Wardwell.
8.1* Form of Opinion of Davis Polk & Wardwell.
9.1 Voting Trust Agreement dated May 4, 1997, by and among the Issuer, DecisionOne Holdings
Corp., and certain of its shareholders (included in Exhibit 2.2).
10.1 Stock Option and Restricted Stock Purchase Plan, as amended and restated.(4)
10.2 Form of Incentive Stock Option Agreement.(2)
10.3 Incentive Stock Option Agreement, dated June 1, 1993, with Kenneth Draeger.(2)
10.4 Incentive Stock Option Agreement, dated August 1, 1993 with Kenneth Draeger.(2)
10.5 Incentive Stock Option Agreement, dated February 1, 1994, with Kenneth Draeger.(2)
10.6 Incentive Stock Option Agreement with R. Peter Zimmermann.(2)
10.7 Employment Agreement with Kenneth Draeger.(2)
10.8 Employment Letter with Stephen J. Felice.(2)
10.9 Employment Letter with R. Peter Zimmermann.(2)
10.10 Employment Letter with James J. Greenwell.(2)
10.11 Amended and Restated Registration Rights Agreement.(2)
10.12 First Amendment to Amended and Restated Registration Rights Agreement.(2)
10.13 Lease for Frazer, Pennsylvania executive offices (East).(2)
10.14 Lease for Frazer, Pennsylvania executive offices (West).(2)
10.15 Lease for Malvern, Pennsylvania depot and call center.(2)
10.16 Employment Letter with Joseph S. Giordano.(3)
II-2
<PAGE>
EXHIBIT
NO. EXHIBIT
- ----------- ---------------------------------------------------------------------------------------
10.17 Lease for Bloomington, Minnesota call center.(3)
10.18 Lease for Hayward, California depot.(3)
10.19 Lease for Northborough, Massachusetts depot.(3)
10.20 Revolving Credit Agreement, dated as of April 26, 1996, among DecisionOne Holdings
Corp., DecisionOne Corporation and The First National Bank of Boston et al.(4)
10.21 Employment Agreement with Thomas J. Fitzpatrick.(4)
10.22 Fifth Amended and Restated Revolving Credit and Term Loan Agreement.(2)
10.23 Employment Agreement with Thomas M. Molchan.(5)
10.24 Employment Agreement with Dwight T. Wilson.(5)
10.25** Form of Tax Sharing Agreement.
11.1 Computation of Earnings Per Share.(7)
12.1 Statement regarding Computation of Ratio of Earnings to Fixed Charges.(6)
21.1 List of Subsidiaries.(6)
23.1** Consent of Deloitte & Touche LLP.
23.2 Consent of Davis Polk & Wardwell (included in Exhibit 5.1).
23.3 Consent of Davis Polk & Wardwell (included in Exhibit 8.1).
23.4** Consent of Lawrence M.v.D. Schloss.
23.5** Consent of Thomas Greig.
23.6** Consent of Kirk Wortman
23.7** Consent of Peter Grauer
24.1 Power of Attorney.(7)
25.1** Statement of the Eligibility of Trustee on Form T-1 (bound separately).
</TABLE>
- ------------
* Filed herewith.
** Previously filed.
(1) Filed as an Exhibit to the Company's Proxy Statement/Prospectus No.
333-28265 on Form S-4 filed with the Securities and Exchange Commission
on June 2, 1997.
(2) Filed as an Exhibit to Registration Statement No. 333-1256 on Form S-1
filed with the Securities and Exchange Commission on February 9, 1996.
(3) Filed as an Exhibit to Pre-Effective Amendment No. 1 to Registration
Statement No. 333-1256 on Form S-1 filed with the Securities and
Exchange Commission on March 14, 1996.
(4) Filed as an Exhibit to the 10-K filed with the Securities and Exchange
commission on September 30, 1996.
(5) Filed as an Exhibit to the 10-Q filed with the Securities and Exchange
Commission on May 15, 1997.
(6) Previously filed as an Exhibit to the Registration Statement No.
333-28539 on Form S-1 filed with the Securities and Exchange Commission
on June 5, 1997.
(7) Previously filed as an Exhibit to Amendment No. 1 to the Registration
Statement No. 333-28539 on Form S-1 filed with the Securities and
Exchange Commission on July 9, 1997.
(8) Filed as an Exhibit to Amendment No. 3 to the Company's Proxy Statement/
Prospectus No. 333-28265 on Form S-4 filed with the Securities and
Exchange Commission on July 16, 1997.
(B) FINANCIAL STATEMENT SCHEDULES
Financial Statement Schedules of DecisionOne Holdings Corp. and
subsidiaries as of June 30, 1994, 1995 and 1996, and March 31, 1997
(unaudited) and for the years ended June 30, 1994, 1995 and 1996 and the
nine months ended March 31, 1997 (unaudited):
I. Condensed Financial Information of Registrant
II.1 Valuation and Qualifying Accounts
Financial Statement Schedule of DecisionOne Corporation (formerly Bell
Atlantic Business Systems Services, Inc.) and subsidiary as of December
31, 1993 and 1994 and October 20, 1995 and for the years ended December
31, 1993 and 1994 and the period from January 1, 1995 to October 20, 1995:
II.2 Valuation and Qualifying Accounts
II-3
<PAGE>
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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high and of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than 20 percent change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective Registration Statement.
(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;
(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 that 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.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described in Item 14 above or
otherwise, the registrant has been advised that in the opinion of the
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.
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus
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.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 4 to the Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in New
York, New York, on the 30th day of July, 1997.
QUAKER HOLDING CORP.
By: /s/ Peter T. Grauer
-----------------------------------
Name: Peter T. Grauer
Title: President, Director and
Treasurer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT
NO. 4 TO THE REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS
IN THE CAPACITIES AND ON THE DATES INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ----------------------- ------------------------------------------ -----------------
<S> <C> <C>
/s/ Peter T. Grauer President, Director and Treasurer July 30, 1997
-----------------------
Mr. Peter T. Grauer
/s/ Kirk Wortman Vice President, Director and Secretary July 30, 1997
-----------------------
Mr. Kirk Wortman
</TABLE>
II-5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NO. DESCRIPTION PAGE
- ----------- ----------------------------------------------------------------------------------- ----------------
<S> <C> <C>
1.1 ** Form of Underwriting Agreement between Donaldson, Lufkin & Jenrette Securities
Corporation and the Issuer with respect to the Units.
2.1 Agreement and Plan of Merger, dated as of May 4, 1997 by and among the Issuer and
DecisionOne Holdings Corp.(1)
2.2 Voting Agreement and Irrevocable Proxy, dated as of May 4, 1997, among DecisionOne
Holdings Corp., the Issuer, J.H. Whitney & Co., Welsh, Carson, Anderson & Stowe IV,
L.P., Welsh, Carson Anderson & Stowe VI, L.P., and WCAS Capital Partners, L.P.(1)
2.3 Amendment No. 1 dated as of July , 1997 to the Agreement and Plan of Merger
between the Issuer and DecisionOne Holdings Corp.(8)
3.1 ** Certificate of Incorporation of the Issuer, as amended.
3.2 Amended and Restated Certificate of Incorporation of DecisionOne Holdings Corp.(2)
3.3 ** Bylaws of the Issuer.
3.4 Restated Bylaws of DecisionOne Holdings Corp.(2)
4.1 ** Form of Indenture in respect of the Debentures.
4.2 ** Form of Warrant Agreement dated , 1997, by and between Quaker Holding Co. and
State Street Bank and Trust Company, as Warrant Agent.
4.3 ** Form of Debenture (included in Exhibit 4.1)
4.4 ** Form of Warrant (included in Exhibit 4.2)
4.5 ** Form of Qualified Independent Underwriter Agreement.
5.1 * Form of Opinion of Davis Polk & Wardwell.
8.1 * Form of Opinion of Davis Polk & Wardwell.
9.1 Voting Trust Agreement dated May 4, 1997, by and among the Issuer, DecisionOne
Holdings Corp., and certain of its shareholders (included in Exhibit 2.2).
10.1 Stock Option and Restricted Stock Purchase Plan, as amended and restated.(4)
10.2 Form of Incentive Stock Option Agreement.(2)
10.3 Incentive Stock Option Agreement, dated June 1, 1993, with Kenneth Draeger.(2)
10.4 Incentive Stock Option Agreement, dated August 1, 1993 with Kenneth Draeger.(2)
10.5 Incentive Stock Option Agreement, dated February 1, 1994, with Kenneth Draeger.(2)
10.6 Incentive Stock Option Agreement with R. Peter Zimmermann.(2)
10.7 Employment Agreement with Kenneth Draeger.(2)
10.8 Employment Letter with Stephen J. Felice.(2)
10.9 Employment Letter with R. Peter Zimmermann.(2)
10.10 Employment Letter with James J. Greenwell.(2)
10.11 Amended and Restated Registration Rights Agreement.(2)
10.12 First Amendment to Amended and Restated Registration Rights Agreement.(2)
<PAGE>
SEQUENTIALLY
EXHIBIT NUMBERED
NO. DESCRIPTION PAGE
- ----------- ----------------------------------------------------------------------------------- ----------------
10.13 Lease for Frazer, Pennsylvania executive offices (East).(2)
10.14 Lease for Frazer, Pennsylvania executive offices (West).(2)
10.15 Lease for Malvern, Pennsylvania depot and call center.(2)
10.16 Employment Letter with Joseph S. Giordano.(3)
10.17 Lease for Bloomington, Minnesota call center.(3)
10.18 Lease for Hayward, California depot.(3)
10.19 Lease for Northborough, Massachusetts depot.(3)
10.20 Revolving Credit Agreement, dated as of April 26, 1996, among DecisionOne Holdings
Corp., DecisionOne Corporation and The First National Bank of Boston et al.(4)
10.21 Employment Agreement with Thomas J. Fitzpatrick.(4)
10.22 Fifth Amended and Restated Revolving Credit and Term Loan Agreement.(2)
10.23 Employment Agreement with Thomas M. Molchan.(5)
10.24 Employment Agreement with Dwight T. Wilson.(5)
10.25** Form of Tax Sharing Agreement.
11.1 Computation of Earnings Per Share.(7)
12.1 Statement regarding Computation of Ratios of Earnings to Fixed Charges.(6)
21.1 List of Subsidiaries.(6)
23.1 ** Consent of Deloitte & Touche LLP.
23.2 Consent of Davis Polk & Wardwell (included in Exhibit 5.1).
23.3 Consent of Davis Polk & Wardwell (included in Exhibit 8.1).
23.4 ** Consent of Lawrence M.v.D. Schloss.
23.5 ** Consent of Thomas Greig.
23.6 ** Consent of Kirk Wortman.
23.7 ** Consent of Peter Grauer.
24.1 Power of Attorney.(7)
25.1 ** Statement of the Eligibility of Trustee on Form T-1 (bound separately).
</TABLE>
- ------------
* Filed herewith.
** Previously filed.
(1) Filed as an Exhibit to the Company's Proxy Statement/Prospectus No.
333-28265 on Form S-4 filed with the Securities and Exchange Commission
on June 2, 1997.
(2) Filed as an Exhibit to Registration Statement No. 333-1256 on Form S-1
filed with the Securities and Exchange Commission on February 9, 1996.
(3) Filed as an Exhibit to Pre-Effective Amendment No. 1 to Registration
Statement No. 333-1256 on Form S-1 filed with the Securities and
Exchange Commission on March 14, 1996.
(4) Filed as an Exhibit to the 10-K filed with the Securities and Exchange
Commission on September 30, 1996.
(5) Filed as an Exhibit to the 10-Q filed with the Securities and Exchange
Commission on May 15, 1997.
(6) Previously filed as an Exhibit to the Registration Statement No.
333-28539 on Form S-1 filed with the Securities and Exchange Commission
on June 5, 1997.
(7) Previously filed as an Exhibit to Amendment No. 1 to the Registration
Statement No. 333-28539 on Form S-1 filed with the Securities and
Exchange Commission on July 9, 1997.
(8) Filed as an Exhibit to Amendment No. 3 to the Company's Proxy Statement/
Prospectus No. 333-28265 on Form S-4 filed with the Securities and
Exchange Commission on July 16, 1997.
<PAGE>
212-450-4000
July 30, 1997
Re: Registration Statement on Form S-1 (Registration No. 333-28539)
Quaker Holding Co.
277 Park Avenue
New York, NY 10172
Ladies and Gentlemen:
We have acted as counsel to Quaker Holding Co. (the "Company") in
connection with the Company's Registration Statement on Form S-1 (No. 333-28539)
(the "Registration Statement"), as amended, filed with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as amended, for
the registration of up to 150,200 Units (the "Units"), consisting of Senior
Discount Debentures due 2008 (the "Debentures") and Warrants (the "Warrants")
to purchase shares of common stock of the Company, par value $0.01 per share
(the "Common Stock"). The Debentures are to be issued under an Indenture (the
"Indenture") between the Company and State Street Bank and Trust Company, as
trustee (the "Trustee"). The Warrants are to be issued under a Warrant Agreement
between the Company and State Street Bank and Trust Company (the "Warrant
Agent").
We have examined originals or copies, certified or otherwise
identified to our satisfaction, of such documents, corporate records,
certificates of public officials and other instruments as we have deemed
necessary or advisable for the purpose of rendering this opinion, including
the form of resolutions (the "Resolutions") to be adopted by the Board of
Directors of the Company relating to the Units, the Debentures, the Indenture,
the Warrants, the Warrant Agreement and the Common Stock.
Upon the basis of the foregoing, we are of the opinion that:
<PAGE>
2 July 30, 1997
1. When the Resolutions are duly adopted by the Board of Directors
of the Company, the Debentures will be duly authorized and, assuming the
Indenture is duly executed and delivered by the Company and the Trustee, and
the Debentures are duly executed, authenticated and issued in accordance
with the Indenture, and delivered as part of the Units in accordance with the
Underwriting Agreement referred to in the prospectus that is part of the
Registration Statement, will be valid and binding obligations of the Company.
2. When the Resolutions are duly adopted by the Board of Directors
of the Company, the Warrants will be duly authorized and, assuming the Warrant
Agreement is duly executed and delivered by the Company and the Warrant Agent,
and the Warrants are duly executed in accordance with the Warrant Agreement
and duly issued in accordance with the Warrant Agreement and delivered as
part of the Units in accordance with the Underwriting Agreement referred to
in the prospectus that is part of the Registration Statement, will be valid
and binding obligations of the Company.
3. When the Resolutions are duly adopted by the Board of Directors
of the Company, the issuance of the Common Stock will be duly authorized and
when issued and delivered in accordance with the terms of the Warrant
Agreement and the Warrants, will be validly issued, fully paid and non-
assessable.
4. When the Resolutions are duly adopted by the Board of Directors
of the Company, the issuance of the Debentures and Warrants as Units will be
validly authorized and when the Debentures are duly executed and authenticated
in accordance with the Indenture with the Warrant Endorsement (as defined in the
Indenture) endorsed thereon, and duly delivered against payment of the
consideration therefor in accordance with the Underwriting Agreement referred
to in the prospectus that is part of the Registration Statement will be valid
and binding obligations of the Company.
We are members of the Bar of the State of New York and the foregoing
opinion is limited to the laws of the State of New York, the federal laws of
the United States of America and the General Corporation Law of the State of
Delaware.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name in such Registration
Statement, and any subsequent amendments, and in the related prospectus under
the caption "Legal Matters" contained in the Registration Statement.
<PAGE>
3 July 30, 1997
Very truly yours,
/s/ Davis Polk & Wardwell
<PAGE>
EXHIBIT 8.1
DAVIS POLK & WARDWELL
450 LEXINGTON AVENUE
NEW YORK, NY 10017
(212) 450-4000
July 30, 1997
Quaker Holding Co.
277 Park Avenue
New York, NY 10172
Re: Registration Statement on Form S-1
Ladies and Gentlemen:
We have acted as counsel for Quaker Holding Co. ("Quaker") in connection
with the offering of 85,000,000 units (the "Units") consisting of Senior
Discount Debentures due 2008 and Warrants to purchase Common Stock of Quaker.
In connection therewith, we have prepared the discussion set forth under the
caption "Certain Federal Income Tax Consequences" (the "Discussion") in the
prospectus (the "Prospectus") which is part of the Registration Statement on
Form S-1 (File No. 333-28539) filed by Quaker with the Securities and
Exchange Commission. Capitalized terms used and not otherwise defined herein
are used as defined in the Prospectus.
We are of the opinion that the Discussion, insofar as it relates to the
U.S. Holders described therein, and subject to the qualifications stated
therein, accurately describes the material United States federal income tax
consequences of the ownership and disposition of the Units.
We hereby consent to the use of our name in the Prospectus under the
captions "Certain Federal Income Tax Consequences" and also to the filing of
this opinion as an exhibit to the Registration Statement. The issuance of
such consent does not concede that we are an "expert" for the purposes of the
Securities Act of 1933.
Very truly yours,
/s/ Davis Polk & Wardwell
