<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 29, 1997
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
<TABLE>
<S> <C>
WALBRO CORPORATION WALBRO CAPITAL TRUST
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) (EXACT NAME OF CO-REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE DELAWARE
(STATE OR OTHER JURISDICTION OF INCORPORATION OR (STATE OR OTHER JURISDICTION OF INCORPORATION OR
ORGANIZATION) ORGANIZATION)
36-1358966 36-6683606
(I.R.S. EMPLOYER IDENTIFICATION NO.) (I.R.S. EMPLOYER IDENTIFICATION NO.)
</TABLE>
6242 GARFIELD STREET, CASS CITY, MICHIGAN 48726, (517) 872-2131
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
LAMBERT E. ALTHAVER
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
WALBRO CORPORATION
6242 GARFIELD STREET, CASS CITY, MICHIGAN 48726, (517) 872-2131
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
WITH COPIES TO:
<TABLE>
<S> <C>
HOWARD S. LANZNAR, ESQ. WILLIAM M. HARTNETT, ESQ.
LAWRENCE D. LEVIN, ESQ. RICHARD E. FARLEY, ESQ.
KATTEN MUCHIN & ZAVIS CAHILL GORDON & REINDEL
525 WEST MONROE STREET, SUITE 1600 EIGHTY PINE STREET
CHICAGO, ILLINOIS 60661-3693 NEW YORK, NEW YORK 10005
(312) 902-5200 (212) 701-3000
</TABLE>
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable 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: [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) 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: [X] 333-18317
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>
- ---------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------------
PROPOSED PROPOSED
MAXIMUM MAXIMUM AMOUNT OF
AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED PER SECURITY OFFERING PRICE FEE
<S> <C> <C> <C> <C>
- ---------------------------------------------------------------------------------------------------------------------------------
Convertible Trust Preferred Securities of Walbro Capital
Trust..................................................... 460,000(1) $25.00(2)(3) $11,500,000(2)(3) $3,485
- ---------------------------------------------------------------------------------------------------------------------------------
Convertible Subordinated Debentures of Walbro Corporation... (4) -- -- --
- ---------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.50, of Walbro Corporation......... (5) -- --
- ---------------------------------------------------------------------------------------------------------------------------------
Guarantee(6)................................................ -- -- -- --
- ---------------------------------------------------------------------------------------------------------------------------------
Total................................................... 100% $3,485
- ---------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Includes 60,000 8% Convertible Trust Preferred Securities (the "Preferred
Securities") that may be issued pursuant to exercise of the underwriters'
over-allotment option.
(2) Estimated solely for the purpose of computing the registration fee in
accordance with Rule 457(i) of the Securities Act.
(3) Exclusive of accrued interest and distributions, if any.
(4) $11,500,000 in aggregate principal amount of 8% Convertible Subordinated
Debentures (the "Convertible Debentures") of Walbro Corporation (the
"Company") to be issued and sold to Walbro Capital Trust (the "Trust") in
connection with the issuance by the Trust of the Preferred Securities. The
Convertible Debentures may be distributed, under certain circumstances, to
the holders of Preferred Securities for no additional consideration.
(5) Such shares of Common Stock are issuable upon conversion of the Preferred
Securities registered hereunder. This Registration Statement also covers
such shares as may be issuable pursuant to anti-dilution adjustments.
(6) Includes the rights of holders of the Preferred Securities under the
Guarantee and certain back-up undertakings consisting of obligations of the
Company to provide certain indemnities in respect of, and pay and be
responsible for certain expenses and debts of, the Trust as described in the
Registration Statement. No separate consideration will be received for the
Guarantee and the back-up undertakings.
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> 2
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is being filed with the Securities and Exchange
Commission (the "Commission") by Walbro Corporation (the "Company") and Walbro
Capital Trust (the "Trust") pursuant to Rule 462(b) promulgated under the
Securities Act of 1933, as amended. This Registration Statement hereby
incorporates by reference the contents of the Registration Statement on Form S-3
of the Company and the Trust (Registration No. 333-18317), filed on December 20,
1996, Amendment No. 1 thereto filed with the Commission on January 7, 1997 and
Amendment No. 2 thereto filed with the Commission on January 27, 1997, relating
to the offering of up to 57,500,000 Convertible Trust Preferred Securities
(Liquidation Amount $25 per Convertible Trust Preferred Security) (the
"Preferred Securities").
CERTIFICATION
The Company hereby authorizes the Commission to deduct the $3,485.00
registration fee for the additional Preferred Securities being registered hereby
from available unrestricted funds previously deposited by the Company in the
Commission's lockbox at Mellon Bank. In the event such funds are not available
for any reason, the Company hereby certifies to the Commission that the Company
will instruct its bank to wire, to the lockbox of the Commission at Mellon Bank,
the registration fee for the additional securities being registered hereby as
soon as practicable (but in no event later than the close of business on January
30, 1997); that it will not revoke such instructions; and that it has sufficient
funds in the relevant account to cover the amount of the filing fee.
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Detroit, State of
Michigan on the 29th day of January, 1997.
WALBRO CORPORATION
By: /s/ MICHAEL A. SHOPE
------------------------------------
Michael A. Shope
Chief Financial Officer and
Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons, in the
capacities indicated, on January 29, 1997.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
/s/ LAMBERT E. ALTHAVER* Chairman of the Board, Chief Executive Officer and
- ------------------------------------------------ Director (Principal Executive Officer)
Lambert E. Althaver
/s/ FRANK E. BAUCHIERO* President, Chief Operating Officer and Director
- ------------------------------------------------
Frank E. Bauchiero
/s/ ROBERT H. WALPOLE* Vice President and Director
- ------------------------------------------------
Robert H. Walpole
/s/ MICHAEL A. SHOPE Chief Financial Officer and Treasurer (Principal
- ------------------------------------------------ Financial and Accounting Officer)
Michael A. Shope
/s/ WILLIAM T. BACON, JR.* Director
- ------------------------------------------------
William T. Bacon, Jr.
/s/ HERBERT M. KENNEDY* Director
- ------------------------------------------------
Herbert M. Kennedy
/s/ VERNON E. OECHSLE* Director
- ------------------------------------------------
Vernon E. Oechsle
/s/ ROBERT D. TUTTLE* Director
- ------------------------------------------------
Robert D. Tuttle
/s/ JOHN E. UTLEY* Director
- ------------------------------------------------
John E. Utley
</TABLE>
*By: /s/ MICHAEL A. SHOPE
----------------------------
Michael A. Shope
Attorney-in-Fact, pursuant
to Power of Attorney
II-5
<PAGE> 4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Detroit, State of
Michigan on the 29th day of January, 1997.
WALBRO CAPITAL TRUST
By: Walbro Corporation
By: /s/ MICHAEL A. SHOPE
-------------------------------------
Name: Michael A. Shope
Title: Chief Financial Officer and
Treasurer
II-6
<PAGE> 5
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- -----------
<S> <C>
5.1 Opinion of Katten Muchin & Zavis as to the validity of the
issuance of the Convertible Debentures and the Guarantee to
be issued by the Company (including consent).
5.2 Opinion of Richards, Layton & Finger, special Delaware
counsel, as to the validity of the issuance of the Preferred
Securities to be issued by Walbro Capital Trust (including
consent).
8.1 Opinion of Katten Muchin & Zavis as to certain tax matters
(including consent).
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Arthur Andersen.
23.3 Consent of Deloitte & Touche.
23.4 Consent of Katten Muchin & Zavis (included in Exhibits 5.1
and 8.1).
23.5 Consent of Richards, Layton & Finger (included in Exhibit
5.2).
23.6 Consent of Ernst & Young Audit.
24.1* Power of Attorney (set forth on signature page of the
Registration Statement).
</TABLE>
- -------------------------
* Incorporated by reference to Exhibit 24.1 to the Registration Statement on
Form S-3 of the Company and the Trust (Registration No. 333-18317), filed with
the Commission on December 20, 1996.
<PAGE> 1
EXHIBIT 5.1
(312) 902-5200
[LETTERHEAD OF KATTEN MUCHIN & ZAVIS]
January 29, 1997
Walbro Capital Trust
Walbro Corporation
6242 Garfield Street
Cass City, Michigan 48726
Re: Walbro Corporation; Walbro Capital Trust;
Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as special counsel to Walbro Capital Trust, a statutory
business trust created under the Business Trust Act of the State of Delaware
(Del. Code Ann., tit. 12, Section 3810) (the "Trust"), and Walbro Corporation,
a Delaware corporation (the "Company"), in connection with the preparation of
the Registration Statement (as defined below) for the registration under the
Securities Act of 1933, as amended (the "Act"), of (i) 2,760,000 Convertible
Trust Preferred Securities (the "Preferred Securities") (liquidation amount $25
per Convertible Trust Preferred Security) of the Trust, (ii) $69,000,000
aggregate principal amount of 8% Convertible Subordinated Debentures due
2017 of the Company (the "Debentures"), (iii) shares of Common Stock, par value
$.50 per share (the "Common Stock"), of the Company initially issuable upon
conversion of the Debentures and the Preferred Securities (the "Conversion
Shares") and (iv) the rights of holders of the Preferred Securities under a
guarantee (the "Preferred Securities Guarantee") by the Company.
The Preferred Securities are to be issued pursuant to an Amended and Restated
Declaration of Trust of the Trust (the "Declaration"), among the Company, as
sponsor and as the issuer of the Debentures to be held by the Institutional
Trustee (as defined below) of the Trust, Bankers Trust (Delaware), as Delaware
trustee, Bankers Trust Company, as institutional trustee (the "Institutional
Trustee"), and each of Lambert E. Althaver, Daniel L. Hittler and Michael A.
Shope, as regular trustees. The Preferred Securities Guarantee will be issued
pursuant to a Preferred Securities Guarantee Agreement (the "Guarantee
Agreement") by the Company, as guarantor. In connection with any conversion of
a Preferred Security by the holder thereof, such Preferred Security will be
exchanged for the appropriate principal amount of Debentures held by the Trust,
which will, in turn, be immediately converted into shares of
<PAGE> 2
Walbro Capital Trust
Walbro Corporation
January 29, 1997
Page 2
Common Stock at the then applicable rate, as further described in the
Declaration and the Indenture (as defined below).
This opinion is being delivered in accordance with the requirements of Item
601(b)(5) of Regulation S-K under the Act. Capitalized terms used but not
otherwise defined herein have the meanings ascribed to them in the Registration
Statement.
In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of (i) the Registration
Statement on Form S-3 (Registration No. 333-18317) filed by the Company and the
Trust with the Securities and Exchange Commission (the "Commission") on December
20, 1996 under the Act, Amendment No. 1 thereto filed with the Commission on
January 7, 1997 and Amendment No. 2 thereto filed with the Commission on January
27, 1997 (such Registration Statement, as so amended, being hereinafter referred
to as the "Registration Statement"); (ii) the Certificate of Trust of the Trust
filed with the Secretary of State of the State of Delaware on December 17, 1996;
(iii) the form of the Declaration (including the designations of the terms of
the Preferred Securities annexed thereto); (iv) the form of the Preferred
Securities and specimen certificates thereof; (v) the form of the Guarantee
Agreement; (vi) the form of the indenture (the "Indenture"), between the Company
and Bankers Trust Company, as indenture trustee, pursuant to which the
Debentures will be issued; (vii) a specimen Debenture; (viii) a specimen
certificate representing the Common Stock; (ix) the Underwriting Agreement (the
"Underwriting Agreement") entered into among the Company, the Trust and Smith
Barney Inc. and Interstate/Johnson Lane Corporation (collectively, the
"Underwriters") relating to, among other things, the sale of the Preferred
Securities; (x) the Restated Certificate of Incorporation of the Company, as
presently in effect; (xi) the By-Laws of the Company, as presently in effect;
and (xii) certain resolutions of the Board of Directors of the Company relating
to the issuance and sale of the Debentures and the Preferred Securities and
related matters. We have also examined originals or copies, certified or
otherwise identified to our satisfaction, of such other documents, certificates
and records as we have deemed necessary or appropriate as a basis for the
opinions set forth herein.
In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such copies. In making our examination of
documents executed by parties other than the Company and the Trust, we have
assumed that such parties had the power, corporate or other, to enter into and
perform all obligations thereunder and have also assumed the due authorization
by all requisite action, corporate or other, and execution and delivery by
such parties of such documents and that, except to the extent set forth in
paragraphs (2) and (3) below, such documents constitute valid and binding
obligations of such parties. In addition, we have assumed that the
Declaration, the Preferred
<PAGE> 3
Walbro Capital Trust
Walbro Corporation
January 29, 1997
Page 3
Securities, the Guarantee Agreement, the Indenture, and Debenture when
executed will be in substantially the forms reviewed by us. As to any facts
material to the opinions expressed herein which were not independently
established or verified, we have relied upon oral or written statements and
representations of officers, trustees and other representatives of the Company,
the Trust and others.
Members of our firm are admitted to the bar in the State of Illinois, and we
do not express any opinion as to the laws of any jurisdiction other than the
laws of the States of Illinois and Delaware and the federal laws of the United
States to the extent set forth herein. To the extent that the opinions set
forth below relate to matters under the laws of the State of Delaware other
than the General Corporation Law of the State of Delaware, we have relied on
the opinion of Richards, Layton & Finger.
Based on and subject to the foregoing and to the other qualifications and
limitations set forth herein, we are of the opinion that when (i) the
Declaration, the Guarantee Agreement, the Indenture and a purchase agreement by
and between the Company and the Trust relating to the sale of the Debentures
(the "Debenture Purchase Agreement") have been duly executed and delivered by
the parties thereto; (ii) the Preferred Securities have been duly executed and
authenticated in accordance with the terms of the Declaration and delivered to
and paid for by the Underwriters as contemplated by the Underwriting Agreement;
and (iii) the Debentures have been duly executed and authenticated in accordance
with the terms of the Indenture and delivered to and paid for by the Trust as
contemplated by the Debenture Purchase Agreement and the Declaration:
1. The issuance and sale of the Preferred Securities will have been duly
authorized, and the Preferred Securities will be validly issued, fully paid and
nonassessable, representing undivided beneficial ownership interests in the
assets of the Trust; and the holders of such Preferred Securities will be
entitled to the same limitation of personal liability extended to stockholders
of private corporations for profit organized under the General Corporation Law
of the State of Delaware. We bring to your attention, however, that the
holders of Preferred Securities may be obligated, pursuant to the Declaration
to (i) provide indemnity and/or security in connection with and pay taxes or
governmental charges arising from transfers of Preferred Securities and (ii)
provide security and indemnity in connection with the requests of or directions
to the Institutional Trustee to exercise its rights and powers under the
Declaration.
<PAGE> 4
Walbro Capital Trust
Walbro Corporation
January 29, 1997
Page 4
2. The Guarantee Agreement will be a valid and binding agreement of the
Company, enforceable against the Company in accordance with its terms, except
to the extent that enforcement thereof may be limited by (i) bankruptcy,
insolvency, reorganization, moratorium or other similar laws now or hereafter
in effect relating to creditors' rights generally and (ii) general principles
of equity (regardless of whether enforceability is considered in a proceeding
at law or in equity).
3. The issuance and sale of the Debentures will have been duly authorized and
the Debentures will be valid and binding obligations of the Company, entitled
to the benefits of the Indenture and enforceable against the Company in
accordance with their terms, except to the extent that enforcement thereof may
be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other
similar laws now or hereafter in effect relating to creditors' rights generally
and (ii) general principles of equity (regardless of whether enforceability is
considered in a proceeding at law or in equity) and except that the waiver of
stay or extension laws contained in the Indenture may be unenforceable.
4. The Conversion Shares, when certificates representing the Conversion
Shares in the form of the specimen certificates examined by us have been
manually signed by an authorized officer of the transfer agent and registrar
for the Common Stock and registered by such transfer agent and registrar and
delivered to the holders of the Preferred Securities upon conversion thereof in
accordance with the terms of the Declaration and the Indenture, will have been
duly authorized, and the Conversion Shares will be validly issued, fully paid
and nonassessable.
We hereby consent to the use of our name under the heading "Legal Matters" in
the prospectus which forms a part of the Registration Statement. We also
hereby consent to the filing of this opinion with the Commission as an exhibit
to the Registration Statement. In giving this consent, we do not thereby admit
that we are within the category of persons whose consent is required under
Section 7 of the Act or the rules and regulations of the Commission promulgated
thereunder. This opinion is expressed as of the date hereof unless otherwise
expressly stated and we disclaim any undertaking to advise you of the facts
stated or assumed herein or any subsequent changes in applicable law.
Very truly yours,
KATTEN MUCHIN & ZAVIS
<PAGE> 1
EXHIBIT 5.2
[Letterhead of Richards, Layton & Finger]
January 29, 1997
Walbro Capital Trust
c/o Walbro Corporation
6242 Garfield Street
Cass City, Michigan 48726
Re: Walbro Capital Trust
Ladies and Gentlemen:
We have acted as special Delaware counsel for Walbro Corporation, a
Delaware corporation (the "Company"), and Walbro Capital Trust, a Delaware
business trust (the "Trust"), in connection with the matters set forth herein.
At your request, this opinion is being furnished to you.
For purposes of giving the opinions hereinafter set forth, our examination
of documents has been limited to the examination of originals or copies of the
following:
(a) The Certificate of Trust of the Trust, dated as of December 17,
1996 (the "Certificate"), as filed in the office of the Secretary of State of
the State of Delaware (the "Secretary of State") on December 17, 1996;
(b) The Declaration of Trust of the Trust, dated as of December 17,
1996, among the Company, as Sponsor, and the trustee of the Trust named
therein;
<PAGE> 2
Walbro Capital Trust
January 29, 1997
Page 2
(c) The Registration Statement (the "Registration Statement")
under Rule 462(b) under the Securities Act of 1933, as amended, relating to
the 8% Convertible Trust Preferred Securities of the Trust representing
preferred undivided beneficial interests in the assets of the Trust (each, a
"Preferred Security" and collectively, the "Preferred Securities"), as
proposed to be filed by the Company and the Trust with the Securities and
Exchange Commission on or about January 29, 1997;
(d) The Prospectus, dated January 29, 1997 (the "Prospectus"),
relating to the Preferred Securities;
(e) A form of Amended and Restated Declaration of Trust of the Trust,
to be entered into among the Company, as Sponsor, the trustees of the Trust
named therein, and the holders, from time to time, of undivided beneficial
interests in the assets of the Trust (including Annex I and Exhibits A-1 and A-2
thereto) (the "Declaration"), incorporated by reference into the Registration
Statement; and
(f) A Certificate of Good Standing for the Trust, dated January 29,
1997, obtained from the Secretary of State.
Initially capitalized terms used herein and not otherwise defined are
used as defined in the Declaration.
For purposes of this opinion, we have not reviewed any documents other
than the documents listed in paragraphs (a) through (f) above. In particular,
we have not reviewed any document (other than the documents listed in paragraphs
(a) through (f) above) that is referred to in or incorporated by reference into
the documents reviewed by us. We have assumed that there exists no provision in
any document that we have not reviewed that is inconsistent with the opinions
stated herein. We have conducted no independent factual investigation of our
own but rather have relied solely upon the foregoing documents, the statements
and information set forth therein and the additional matters recited or assumed
herein, all of which we have assumed to be true, complete and accurate in all
material respects.
With respect to all documents examined by us, we have assumed (i) the
authenticity of all documents submitted to us as authentic originals, (ii) the
conformity with the originals of all documents submitted to us as copies or
forms, and (iii) the genuineness of all signatures.
For purposes of this opinion, we have assumed (i) that the Declaration
constitutes the entire agreement among the parties thereto with respect to the
subject matter thereof, including with respect to the creation, operation and
termination of the Trust, and that the Declaration and the Certificate are in
full force and effect and have not been amended, (ii) except to the extent
provided in paragraph 1 below, the due creation or due
<PAGE> 3
Walbro Capital Trust
January 29, 1997
Page 3
organization or due formation, as the case may be, and valid existence in good
standing of each party to the documents examined by us under the laws of the
jurisdiction governing its creation, organization or formation, (iii) the legal
capacity of natural persons who are signatories to the documents examined by
us, (iv) that each of the parties to the documents examined by us has the power
and authority to execute and deliver, and to perform its obligations under,
such documents, (v) the due authorization, execution and delivery by all
parties thereto of all documents examined by us, (vi) the receipt by each
Person to whom a Preferred Security is to be issued by the Trust (collectively,
the "Preferred Security Holders") of a Preferred Security Certificate for such
Preferred Security and the payment for the Preferred Security acquired by it,
in accordance with the Declaration and the Registration Statement, and (vii)
that the Preferred Securities are issued and sold to the Preferred Security
Holders in accordance with the Declaration and the Registration Statement. We
have not participated in the preparation of the Registration Statement and
assume no responsibility for its contents.
This opinion is limited to the laws of the State of Delaware
(excluding the securities laws of the State of Delaware), and we have not
considered and express no opinion on the laws of any other jurisdiction,
including federal laws and rules and regulations relating thereto. Our opinions
are rendered only with respect to Delaware laws and rules, regulations and
orders thereunder that are currently in effect.
Based upon the foregoing, and upon our examination of such questions
of law and statutes of the State of Delaware as we have considered necessary or
appropriate, and subject to the assumptions, qualifications, limitations and
exceptions set forth herein, we are of the opinion that:
1. The Trust has been duly created and is validly existing in good
standing as a business trust under the Business Trust Act.
2. The Preferred Securities will represent valid and, subject to the
qualifications set forth in paragraph 3 below, fully paid and nonassessable
undivided beneficial interests in the assets of the Trust.
3. The Preferred Security Holders, as beneficial owners of the
Trust, will be entitled to the same limitation of personal liability extended to
stockholders of private corporations for profit organized under the General
Corporation Law of the State of Delaware. We note that the Preferred Security
Holders may be obligated to make payments as set forth in the Declaration.
<PAGE> 4
Walbro Capital Trust
January 29, 1997
Page 4
We consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement. In addition,
we hereby consent to the use of our name under the heading "Legal Matters" in
the Prospectus. In giving the foregoing consents, we do not thereby admit that
we come within the category of Persons whose consent is required under Section
7 of the Securities Act of 1933, as amended, or the rules and regulations of
the Securities and Exchange Commission thereunder. Except as stated above,
without our prior written consent, this opinion may not be furnished or quoted
to, or relied upon by, any other Person for any purpose.
Very truly yours,
BJK/dgw
<PAGE> 1
EXHIBIT 8.1
(312) 902-5200
[LETTERHEAD OF KATTEN MUCHIN & ZAVIS]
January 29, 1997
Walbro Capital Trust
Walbro Corporation
6242 Garfield Street
Cass City, Michigan 48726
Re: Walbro Corporation; Walbro Capital Trust;
Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as special tax counsel for Walbro Corporation, a Delaware
corporation (the "Company"), and Walbro Capital Trust, a statutory business
trust organized under the Business Trust Act of the State of Delaware (Del.
Code Ann., Tit. 12, Section 3810) (the "Trust"), in connection with the
preparation of the Registration Statement (as defined below) for registration
under the Securities Act of 1933, as amended (the "Act") of (i) 2,760,000
Convertible Trust Preferred Securities (the "Preferred Securities")
(liquidation amount of $25 per Preferred Security) of the Trust, (ii)
$69,000,000 aggregate principal amount of Convertible Subordinated Debentures
due 2017 of the Company (the "Debentures"), (iii) shares of Common Stock, par
value $.50 per share (the "Common Stock") of the Company issuable upon
conversion of the Preferred Securities, including such number of additional
shares of Common Stock as may be issuable upon conversion of the Preferred
Securities pursuant to anti-dilution adjustments (collectively, the "Conversion
Shares"), and (iv) the rights of holders of the Preferred Securities under a
guarantee (the "Preferred Securities Guarantee") and certain backup
undertakings consisting of obligations of the Company to provide certain
indemnities in respect of, and to pay and to be responsible for certain
expenses and debts of, the Trust as described in the Registration Statement.
The Preferred Securities are guaranteed (the "Preferred Securities
Guarantee") by the Company with respect to the payment of distributions and
payments upon liquidation, redemption and otherwise pursuant to, and to the
extent set forth in, the Preferred Securities Guarantee Agreement ("Preferred
Securities Guarantee Agreement"), between the Company and Bankers Trust
Company, for the benefit of the holders of the Preferred Securities.
<PAGE> 2
Walbro Capital Trust
Walbro Corporation
January 29, 1997
Page 2
In connection with the issuance of the Preferred Securities, the Trust is
also issuing its convertible common securities (liquidation amount of $25 per
convertible common security) (the "Common Securities"), representing undivided
beneficial interests in the assets of the Trust. The Common Securities are
also guaranteed by the Company with respect to the payment of distributions and
payments upon liquidation, redemption and otherwise pursuant to, and to the
extent set forth in the Common Securities Guarantee Agreement ("Common
Securities Guarantee Agreement"), between the Company and Bankers Trust
Company, for the benefit of the holders of the Common Securities.
The Preferred Securities and the Common Securities are being issued pursuant
to the Amended and Restated Declaration of Trust of the Trust (the
"Declaration"), among the Company, as sponsor and as the issuer of the
Debentures to be held by the Institutional Trustee (as defined below) of the
Trust, Bankers Trust (Delaware), as Delaware trustee, Bankers Trust Company, as
institutional trustee (the "Institutional Trustee"), and Lambert E. Althaver,
Daniel L. Hittler, and Michael A. Shope, as regular trustees.
The entire proceeds from the sale of the Preferred Securities and the Common
Securities are to be used by the Trust to purchase the Debentures. The
Debentures are to be issued pursuant to an Indenture (the "Indenture") between
the Company and Bankers Trust Company, as trustee (the "Indenture Trustee").
In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction of (i) the Registration
Statement on Form S-3 (Registration No. 333-18317) filed by the Company and the
Trust with the Securities and Exchange Commission (the "Commission") on December
20, 1996, under the Act, Amendment No. 1 thereto filed with the Commission on
January 7, 1997 and Amendment No. 2 thereto filed with the Commission on January
27, 1997 (such Registration Statement, as so amended, being hereinafter referred
to as the "Registration Statement"); (ii) the certificate of trust of the Trust
(the "Certificate of Trust") filed by the Trust with the Secretary of State of
Delaware on December 17, 1996; (iii) the form of Declaration (including the
designations of the terms of the Preferred Securities annexed thereto); (iv) the
form of the Preferred Securities Guarantee Agreement; (v) the form of the
Indenture; (vi) the form of Debentures and a specimen certificate thereof; (vii)
a specimen certificate representing the Common Stock; (viii) the Underwriting
Agreement entered into among the Company, the Trust, Smith Barney Inc., and
Interstate/Johnson Lane Corporation (the "Underwriting Agreement"); and (ix) the
form of the Preferred Securities and a specimen certificate thereof.
Furthermore, we have relied upon certain statements and representations made by
officers of the Company. We have also examined originals or copies, certified
or otherwise identified to our satisfaction, of such records of the Trust and
the Company and such other documents, certificates and records as we have deemed
necessary or appropriate as a basis for the opinions set forth herein.
<PAGE> 3
Walbro Capital Trust
Walbro Corporation
January 29, 1997
Page 3
In rendering our opinion, we have participated in the preparation of the
Registration Statement. Our opinion is conditioned on, among other things, the
initial and continuing accuracy of the facts, information, covenants and
representations set forth in the documents referred to above and the statements
and representations made by the Company and the Trust. In our examination, we
have assumed the genuineness of all signatures, the legal capacity of all
natural persons, the authenticity of all documents submitted to us as
originals, the conformity to original documents of all documents submitted to
us as certified or photostatic copies and the authenticity of the originals of
such copies. We also have assumed that the Declaration, the Preferred
Securities, the Guarantee Agreement, the Convertible Debentures, the Indenture
and the Conversion Shares will be executed in substantially the form reviewed
by us and that the transactions related to the issuance of the Preferred
Securities, the Common Securities, the Convertible Debentures, and the
Conversion Shares will be consummated in the manner contemplated by the
Registration Statement.
In rendering our opinion, we have considered the current provisions of the
Internal Revenue Code of 1986, as amended (the "Code"), Treasury Regulations
(proposed, temporary and final) promulgated thereunder, judicial decisions and
Internal Revenue Service rulings, all of which are subject to change, which
changes may be retroactively applied. A change in the authorities upon which
our opinion is based could affect our conclusions. Moreover, there can be no
assurances that any of the opinions expressed herein will be accepted by the
Internal Revenue Service or, if challenged, by a court.
Based solely upon the foregoing, we are of the opinion that under current
United States federal income tax law:
(1) The Trust will be classified as a grantor trust and not as an
association taxable as a corporation.
(2) Subject to the qualifications set forth therein, the statements made in
the Registration Statement set forth under the captions "United States
Federal Income Taxation", "Risk Factors -- Company Option to Extend
Interest Payment Periods; OID Risk", "Risk Factors -- Proposed Tax
Legislation", and "Description of the Convertible Debentures -- Proposed
Tax Legislation" fairly present, in all material respects, the principal
United States federal income tax consequences of an investment in the
Convertible Preferred Securities.
Except as set forth above, we express no opinion to any party as to the tax
consequences, whether federal, state, local or foreign, of the issuance of the
Convertible Debentures, the Preferred Securities, the Common Securities or of
any transactions related to or contemplated
<PAGE> 4
Walbro Capital Trust
Walbro Corporation
January 29, 1997
Page 4
by such issuance. This opinion is solely for your benefit in connection with
the filing of the Registration Statement and, except as set forth below, is not
to be used, circulated, quoted or otherwise referred to for any purpose without
our prior written consent. We hereby consent to the use of our name under the
heading "Legal Matters" in the Registration Statement. We also hereby consent
to the filing of this opinion with the Commission as an exhibit to the
Registration Statement. In giving this consent, we do not thereby admit that
we are within the category of persons whose consent is required under Section 7
of the Act or the rules and regulations of the Commission promulgated
thereunder. This opinion is expressed as of the date hereof unless otherwise
expressly stated, and we disclaim any undertaking to advise you of any
subsequent changes of the facts stated or assumed herein or any subsequent
changes in applicable law.
Very truly yours,
KATTEN MUCHIN & ZAVIS
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-3 of our report dated
February 13, 1996 with respect to the consolidated balance sheets of Walbro
Corporation and Subsidiaries as of December 31, 1995, 1994 and 1993 and the
related consolidated statements of income, stockholders' equity and cash flows
for the years then ended, which is included or incorporated by reference in the
Registration Statement (Form S-3, No. 333-18317) and related Prospectus of
Walbro Corporation and Walbro Capital Trust for the registration of Convertible
Trust Preferred Securities and to the reference to our firm under the caption
"Experts" included therein.
Detroit, Michigan ARTHUR ANDERSEN LLP
January 28, 1997
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-3 of our report dated May
12, 1995, with respect to the combined balance sheet of the Fuel Tank Division
of Dyno Industrier A.S as of December 31, 1994 and the related combined
statements of income, stockholders' and divisional equity, and cash flows for
the year then ended, which is incorporated by reference in the Registration
Statement (Form S-3, No. 333-18317) and related Prospectus of Walbro
Corporation and Walbro Capital Trust for the registration of Convertible Trust
Preferred Securities and to the reference to our firm under the caption
"Experts" included therein.
January 28, 1997 ARTHUR ANDERSEN
Stuttgart, Germany Wirtschaftsprufungsgesellschaft
Steuerberatungsgesellschaft mbH
<PAGE> 1
EXHIBIT 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement on
Form S-3 of our report dated May 12, 1995 of the combined balance sheet of the
Fuel Tank System Division of Dyno Industrier A.S as of December 31, 1993 and
the related combined statements of income and cash flows for the year then
ended, and our report dated May 30, 1995 of the combined statement of revenues
and direct costs and expenses of the Fuel Tank System Division of Dyno
Industrier A.S for the year ended December 31, 1992, which are incorporated by
reference in the Registration Statement (Form S-3, No. 333-18317) and related
Prospectus of Walbro Corporation and Walbro Capital Trust for the registration
of Convertible Trust Preferred Securities and to the reference to us under the
caption "Experts" included therein.
Oslo, Norway DELOITTE & TOUCHE
January 28, 1997
<PAGE> 1
EXHIBIT 23.6
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement
on Form S-3 of our reports with respect to Marwal Systems S.N.C. dated
March 29, 1994, March 17, 1995 and February 26, 1996, which are included in the
Registration Statement (Form S-3, No. 333-18317) and related Prospectus of
Walbro Corporation and Walbro Capital Trust for the registration of Covertible
Trust Preferred Securities and to the reference to our firm under the caption
"Experts" included therein.
ERNST & YOUNG Audit
/s/ Gilles Meyer
--------------------------------------
Gilles Meyer
January 28, 1997
