<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 17, 1997.
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
----------------
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
DELCO REMY INTERNATIONAL, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 6719 35-1909253
(STATE OR OTHER (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
JURISDICTION OF CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
INCORPORATION OR
ORGANIZATION)
----------------
SEE TABLE OF ADDITIONAL REGISTRANTS BELOW
----------------
2902 ENTERPRISE DRIVE, ANDERSON, INDIANA 46013, TELEPHONE: (765) 778-6499
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
----------------
SUSAN E. GOLDY, ESQ.
VICE PRESIDENT AND GENERAL COUNSEL
DELCO REMY INTERNATIONAL, INC.
2902 ENTERPRISE DRIVE, ANDERSON, INDIANA, 46013, TELEPHONE (765) 778-6799
(ADDRESS INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
AGENT FOR SERVICE)
----------------
COPIES TO:
CHRISTOPHER G. KARRAS, ESQ. MARC S. ROSENBERG, ESQ.
DECHERT PRICE & RHOADS CRAVATH, SWAINE & MOORE
4000 BELL ATLANTIC TOWER WORLDWIDE PLAZA
1717 ARCH STREET 825 EIGHTH AVENUE
PHILADELPHIA, PENNSYLVANIA 19103-2793 NEW YORK, NEW YORK 10019
(215) 994-4000 (212) 474-1000
----------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
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, 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. [X] File No. 333-37703
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. [_]
----------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
==========================================================================================
PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM
TITLE OF EACH CLASS OF TO BE OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PER UNIT(1) OFFERING PRICE(1) REGISTRATION FEE
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
8 5/8% Senior Notes Due
2007.................. $15,000,000 100% $15,000,000 $4,546
- ------------------------------------------------------------------------------------------
Senior Guarantees of
Registrants other than
Delco Remy
International, Inc. .. $15,000,000 -- -- None(2)
==========================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457.
(2) No separate fee payable pursuant to Rule 457(n).
================================================================================
<PAGE>
TABLE OF ADDITIONAL REGISTRANTS
<TABLE>
<CAPTION>
NAME AND ADDRESS, INCLUDING
ZIP CODE AND TELEPHONE STATE OR OTHER PRIMARY STANDARD
NUMBER, INCLUDING AREA CODE, JURISDICTION OF CLASSIFICATION I.R.S. EMPLOYER
OF PRINCIPAL EXECUTIVE OFFICES INCORPORATION CODE NUMBER IDENTIFICATION NO.
- ------------------------------ --------------- ---------------- ------------------
<S> <C> <C> <C>
Delco Remy America, Inc.... Delaware 3694 35-1909405
2902 Enterprise Drive
Anderson, IN 46013
(765) 778-6499
Remy International, Inc.... Delaware 3694 35-2004050
2902 Enterprise Drive
Anderson, IN 46013
(765) 778-6499
Reman Holdings, Inc........ Delaware 3694 52-1910536
2902 Enterprise Drive
Anderson, IN 46013
(765) 778-6499
Nabco, Inc................. Michigan 3694 38-2105668
591 E. Church Street
P.O. Box 66
Reed City, MI 49677
(616) 832-8104
The A&B Group, Inc......... Mississippi 3694 64-0823245
1029 "B" Street
Meridian, MS 39301
(601) 485-8575
A&B Enterprises, Inc....... Mississippi 3694 64-0643692
Highway 18, West
P.O. Box 8
Meridian, MS 39153
(601) 782-9922
Dalex, Inc. ............... Mississippi 5013 64-0719018
Bay Springs Industrial Park
P.O. Box 1901
123 Commerce Street
Bay Springs, MS 39422
(601) 764-4168
A&B Cores, Inc. ........... Mississippi 3694 64-0815878
225 White Oak Drive
P.O. Box 339
Raleigh, MS 39153
(601) 782-9922
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
NAME AND ADDRESS, INCLUDING
ZIP CODE AND TELEPHONE STATE OR OTHER PRIMARY STANDARD
NUMBER, INCLUDING AREA CODE, JURISDICTION OF CLASSIFICATION I.R.S. EMPLOYER
OF PRINCIPAL EXECUTIVE OFFICES INCORPORATION CODE NUMBER IDENTIFICATION NO.
- ------------------------------ --------------- ---------------- ------------------
<S> <C> <C> <C>
R&L Tool Company, Inc...... Mississippi 3694 64-0701131
R. 1, Box 320
Highway 481, North
Raleigh, MS 39153
(601) 536-2193
MCA, Inc. of Mississippi... Mississippi 3694 64-0765216
412 Bay Street
P.O. Box 257
Heidelberg, MS 39439
(601) 787-2688
Power Investments, Inc. ... Indiana 3714 35-1567602
400 Forsythe Street
P. O. Box 667
Franklin, IN 46131
(317) 738-2117
Franklin Power Products,
Inc. ..................... Indiana 3714 35-1809762
400 Forsythe Street
P.O. Box 667
Franklin, IN 46131
(317) 738-2117
International Fuel Systems,
Inc. ..................... Indiana 3714 35-1880654
980 Hurricane Road
Franklin, IN 46131
(317) 738-9408
Marine Drive Systems,
Inc. ..................... New Jersey 3519 58-0941862
Grisom Aeroplex
1175 N. Hoosier Boulevard
Peru, IN 46970
(765) 689-8176
Marine Corporation of Amer-
ica....................... Indiana 3519 35-1804826
980 Hurricane Road
Franklin, IN 46131
(317) 738-9408
Powrbilt Products, Inc. ... Texas 3519 75-2398592
617 S. 4th Street
Mansfield, TX 76063
(817) 473-3208
World Wide Automotive,
Inc. ..................... Virginia 3694 54-1025997
130 Westbrooke Drive
Fort Collier Industrial
Park
Winchester, VA 22603
(540) 667-6500
</TABLE>
<PAGE>
EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, and General Instruction V of Form S-1. The
contents of the Registration Statement on Form S-1 (File No. 333-37703), as
amended, declared effective on December 15, 1997 by the Securities and
Exchange Commission are hereby incorporated by reference, including, without
limitation, Exhibit 25 thereto and all exhibits incorporated by reference
therein.
<PAGE>
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits
The following exhibits are filed herewith unless otherwise indicated:
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
1.1*** Form of Underwriting Agreement
3.1+++++ Form of Certificate of Incorporation of the Company, as amended
3.2++++ By-laws of the Company
4.1** Form of Indenture, including form of Note
5.1 Opinion of Dechert Price & Rhoads, counsel to the Company, Delco
Remy America, Inc. ("DRA") Reman Holdings, Inc. Remy
International, Inc. and Marine Drive Systems, Inc.
5.2 Opinion of Young, Williams, Henderson & Fuselier, P.A., counsel
to the A & B Group, Inc., A & B Enterprises, Inc., Dalex, Inc.,
A & B Cores, Inc., MCA, Inc. of Mississippi and R & L Tool
Company, Inc.
5.3 Opinion of Porteous & White P.C., counsel to Nabco, Inc.
5.4 Opinion of Stephen Plopper & Associates, P.C., counsel to Power
Investments, Inc., Franklin Power Products, Inc., International
Fuel Systems, Inc. and Marine Corporation of America, Inc.
5.5 Opinion of Hunton & Williams, counsel to World Wide Automotive,
Inc.
10.1++++ Light Duty Starter Motor Supply Agreement, dated July 31, 1994,
by and between Delco Remy America, Inc. ("DRA") and General
Motors Corporation ("GM")
10.2++++ Heavy Duty Component Supply Agreement, dated July 31, 1994, by
and between DRA and GM
10.3++++ Distribution and Supply Agreement, dated July 31, 1994, by and
between DRA and GM
10.4+ Trademark License, dated July 31, 1994, by and among DRA, DR
International, Inc. and GM
10.5+ Tradename License Agreement, dated July 31, 1994, by and among
DRA, DR International, Inc. and GM
10.6+ Partnership Agreement of Delco Remy Mexico S. de R.L. de C.V.,
dated April 17, 1997
10.7++ Joint Venture Agreement, dated , by and between Remy Korea
Holdings, Inc. and S.C. Kim
10.8+ Securities Purchase and Holders Agreement, dated July 29, 1994,
by and among the Company, CVC, WEP, MascoTech, Harold K.
Sperlich, James R. Gerrity and the individuals named therein as
Management Investors
10.9+ Registration Rights Agreement, dated July 29, 1994, by and among
the Company, CVC, WEP, MascoTech, Harold K. Sperlich, James R.
Gerrity and the individuals named therein as Management Investors
10.10+++ Employment Agreement, dated July 31, 1994 by and between Delco
Remy International, Inc. and Thomas J. Snyder
10.11++++ Form of Fourth Amended and Restated Financing Agreement, dated as
of , 1997, among the Company, certain of the Company's
subsidiaries signatories thereto and Bank One, Indianapolis,
National Association, The CIT Group/Business Credit, Inc.
10.12+ Indenture, dated as of August 1, 1996, among the Company, certain
of the Company's subsidiaries signatories thereto and National
City Bank of Indiana, as trustee
10.13++++ Form of 8% Subordinated Debenture of DRA, due July 31, 2004 in
favor of GM
10.14+ Contingent Purchase Price Note of DRA, in favor of GM, dated July
31, 1994
10.15++ Lease by and between ANDRA L.L.L. and DRA, dated February 9, 1995
10.16++ Lease by and between Eagle I L.L.L. and DRA, dated August 11,
1995
10.17+++++ Subordination Agreement, dated July 31, 1994, by and among the
CIT Group, Inc. and World Subordinated Debt Partners, L.P.
11.1+++++ Statement re Computation of Earnings per Share
12.1+ Statement re Computation of Ratios
21.1++++ Subsidiaries of Registrant
</TABLE>
II-1
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
23.1 Consent of Ernst & Young LLP
23.2 Consent of Fiedman & Fuller P.C.
23.3 Consent of Dechert Price & Rhoads included in Exhibit 5.1
23.4 Consent of Young, Williams, Henderson & Fuselier P.A. included in
Exhibit 5.2
23.5 Consent of Porteous & White P.C. included in Exhibit 5.3
23.6 Consent of Stephen Plopper & Associates, P.C. included in Exhibit
5.4
23.7 Consent of Hunton & Williams included in Exhibit 5.6
24.1 Power of Attorney included on Signature Page
25.1* Form T-1 Statement of Eligibility of Trustee
</TABLE>
- --------
* Incorporated by reference to the Exhibit of the same number to the
Registration Statement on Form S-1 previously filed by the Company on
October 10, 1997, registering the issuance of $130,000,000 aggregate
principal amount of 8 5/8% Senior Notes Due 2007 (File No. 333-37703) (the
"Debt Registration Statement").
** Incorporated by reference to the Exhibit of the same number to Amendment
No. 3 to the Debt Registration Statement which was filed by the Company on
November 26, 1997.
*** Incorporated by reference to the Exhibit of the same number to Amendment
No. 4 to the Debt Registration Statement which was filed by the Company on
December 9, 1997.
+ Incorporated by reference to the Exhibit of the same number to the
Registration Statement on Form S-1 previously filed by the Company on
October 10, 1997, registering the issuance of the Company's Class A Common
Stock, par value $.01 per share (File No. 333-37675) (the "Equity
Registration Statement").
++ Incorporated by reference to the Exhibit of the same number to Amendment
No. 1 to the Equity Registration Statement which was filed by the Company
on October 22, 1997.
+++ Incorporated by reference to the Exhibit of the same number to Amendment
No. 2 to the Equity Registration Statement which was filed by the Company
on November 21, 1997.
++++ Incorporated by reference to the Exhibit of the same number to Amendment
No. 3 to the Equity Registration Statement which was filed by the Company
on November 26, 1997.
+++++Incorporated by reference to the Exhibit of the same number to Amendment
No. 4 to the Equity Registration Statement which was filed by the Company
on December 8, 1997.
(b) Financial Statement Schedules: None
II-2
<PAGE>
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 ANDERSON AND STATE OF
INDIANA ON DECEMBER 16, 1997.
Delco Remy International, Inc.
By: /s/ Harold K. Sperlich
---------------------------------
HAROLD K. SPERLICH CHAIRMAN
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints Thomas J. Snyder and Susan E. Goldy and each of
them such person's true and lawful attorney-in-fact and agent, with full power
of substitution and revocation, for such person and in such person's name,
place and stead, in any and all capacities to sign any and all amendments
(including post-effective amendments) to this Registration Statement and to
file the same with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all
intents and purposes as such person might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent or his
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
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 TITLE DATE
<S> <C> <C>
/s/ Harold K. Sperlich Chairman (principal December 16, 1997
- ------------------------------------- executive officer)
HAROLD K. SPERLICH and Director
/s/ David L. Harbert Executive Vice December 16, 1997
- ------------------------------------- President and Chief
DAVID L. HARBERT Financial Officer
(principal
financial and
principal
accounting officer)
/s/ E. H. Billig Director December 16, 1997
- -------------------------------------
E. H. BILLIG
/s/ Richard M. Cashin, Jr. Director December 16, 1997
- -------------------------------------
RICHARD M. CASHIN, JR.
/s/ Michael A. Delaney Director December 16, 1997
- -------------------------------------
MICHAEL A. DELANEY
/s/ James R. Gerrity Director December 16, 1997
- -------------------------------------
JAMES R. GERRITY
/s/ Robert J. Schultz Director December 16, 1997
- -------------------------------------
ROBERT J. SCHULTZ
/s/ Thomas J. Snyder Director December 16, 1997
- -------------------------------------
THOMAS J. SNYDER
</TABLE>
<PAGE>
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 ANDERSON AND STATE OF
INDIANA ON DECEMBER 16, 1997.
Delco Remy America, Inc.
By: /s/ Harold K. Sperlich
---------------------------------
HAROLD K. SPERLICH
CHAIRMAN
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below
constitutes and appoints Thomas J. Snyder and Susan E. Goldy and each of them
such person's true and lawful attorney-in-fact and agent, with full power of
substitution and revocation, for such person and in such person's name, place
and stead, in any and all capacities to sign any and all amendments (including
post-effective amendments) to this Registration Statement and to file the same
with all exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorneyinfact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as
such person might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent or his substitute or substitutes, may
lawfully do or cause to be done by virtue thereof.
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 TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Harold K. Sperlich Chairman (principal December 16,
- ------------------------------------- executive officer) 1997
HAROLD K. SPERLICH
/s/ David L. Harbert Executive Vice December 16,
- ------------------------------------- President and Chief 1997
DAVID L. HARBERT Financial Officer
(principal
financial and
principal
accounting officer)
/s/ E. H. Billig Director December 16,
- ------------------------------------- 1997
E. H. BILLIG
/s/ Richard M. Cashin, Jr. Director December 16,
- ------------------------------------- 1997
RICHARD M. CASHIN, JR.
/s/ Michael A. Delaney Director December 16,
- ------------------------------------- 1997
MICHAEL A. DELANEY
/s/ James R. Gerrity Director December 16,
- ------------------------------------- 1997
JAMES R. GERRITY
/s/ Thomas J. Snyder Director December 16,
- ------------------------------------- 1997
THOMAS J. SNYDER
</TABLE>
<PAGE>
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 ANDERSON AND STATE OF
INDIANA ON DECEMBER 16, 1997.
Remy International, Inc.
By: /s/ Harold K. Sperlich
---------------------------------
HAROLD K. SPERLICH
CHAIRMAN
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints Thomas J. Snyder and Susan E. Goldy and each of
them such person's true and lawful attorney-in-fact and agent, with full power
of substitution and revocation, for such person and in such person's name,
place and stead, in any and all capacities to sign any and all amendments
(including post-effective amendments) to this Registration Statement and to
file the same with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all
intents and purposes as such person might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent or his
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
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 TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Harold K. Sperlich Chairman (principal December 16, 1997
- ------------------------------------- executive officer)
HAROLD K. SPERLICH
/s/ David L. Harbert Executive Vice December 16, 1997
- ------------------------------------- President and Chief
DAVID L. HARBERT Financial Officer
(principal
financial and
principal
accounting officer)
/s/ E. H. Billig Director December 16, 1997
- -------------------------------------
E. H. BILLIG
/s/ Richard M. Cashin, Jr. Director December 16, 1997
- -------------------------------------
RICHARD M. CASHIN, JR.
/s/ Michael A. Delaney Director December 16, 1997
- -------------------------------------
MICHAEL A. DELANEY
/s/ James R. Gerrity Director December 16, 1997
- -------------------------------------
JAMES R. GERRITY
/s/ Thomas J. Snyder Director December 16, 1997
- -------------------------------------
THOMAS J. SNYDER
</TABLE>
<PAGE>
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 ANDERSON AND STATE OF
INDIANA ON DECEMBER 16, 1997.
Reman Holdings, Inc.
By: /s/ Harold K. Sperlich
---------------------------------
HAROLD K. SPERLICH CHAIRMAN
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below
constitutes and appoints Thomas J. Snyder and Susan E. Goldy and each of them
such person's true and lawful attorney-in-fact and agent, with full power of
substitution and revocation, for such person and in such person's name, place
and stead, in any and all capacities to sign any and all amendments (including
post-effective amendments) to this Registration Statement and to file the same
with all exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as
such person might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent or his substitute or substitutes, may
lawfully do or cause to be done by virtue thereof.
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 TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Harold K. Sperlich Chairman (principal December 16, 1997
- ------------------------------------- executive officer)
HAROLD K. SPERLICH
/s/ David L. Harbert Executive Vice December 16, 1997
- ------------------------------------- President and Chief
DAVID L. HARBERT Financial Officer
(principal
financial and
principal
accounting officer)
/s/ E. H. Billing Director December 16, 1997
- -------------------------------------
E. H. BILLIG
/s/ Richard M. Cashin, Jr. Director December 16, 1997
- -------------------------------------
RICHARD M. CASHIN, JR.
/s/ Michael A. Delaney Director December 16, 1997
- -------------------------------------
MICHAEL A. DELANEY
/s/ James R. Gerrity Director December 16, 1997
- -------------------------------------
JAMES R. GERRITY
/s/ Thomas J. Snyder Director December 16, 1997
- -------------------------------------
THOMAS J. SNYDER
</TABLE>
<PAGE>
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 ANDERSON AND STATE OF
INDIANA ON DECEMBER 16, 1997.
Nabco, Inc.
By: /s/ Nicholas J. Bozich
---------------------------------
NICHOLAS J. BOZICH PRESIDENT AND
CHIEF EXECUTIVE OFFICER
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints Thomas J. Snyder and Susan E. Goldy and each of
them such person's true and lawful attorney-in-fact and agent, with full power
of substitution and revocation, for such person and in such person's name,
place and stead, in any and all capacities to sign any and all amendments
(including post-effective amendments) to this Registration Statement and to
file the same with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all
intents and purposes as such person might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent or his
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.-
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 TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Nicholas J. Bozich President and Chief December 16, 1997
- ------------------------------------- Executive Officer
NICHOLAS J. BOZICH (principal
executive officer)
/s/ David L. Harbert Vice President, December 16,
- ------------------------------------- Treasurer 1997
DAVID L. HARBERT (principal
financial and
principal
accounting officer)
and Director
/s/ Thomas J. Snyder Director December 16,
- ------------------------------------- 1997
THOMAS J. SNYDER
</TABLE>
<PAGE>
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 ANDERSON AND STATE OF
INDIANA ON DECEMBER 16, 1997.
The A&B Group, Inc.
By: /s/ John M. Mayfield
---------------------------------
JOHN M. MAYFIELD PRESIDENT
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints Thomas J. Snyder and Susan E. Goldy and each of
them such person's true and lawful attorney-in-fact and agent, with full power
of substitution and revocation, for such person and in such person's name,
place and stead, in any and all capacities to sign any and all amendments
(including post-effective amendments) to this Registration Statement and to
file the same with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all
intents and purposes as such person might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent or his
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
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 TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ John M. Mayfield President (principal December 16,
- ------------------------------------- executive officer) 1997
JOHN M. MAYFIELD
/s/ David L. Harbert Vice President, December 16,
- ------------------------------------- Treasurer 1997
DAVID L. HARBERT (principal
financial and
principal
accounting officer)
and Director
/s/ Thomas J. Snyder Director December 16,
- ------------------------------------- 1997
THOMAS J. SNYDER
/s/ James R. Gerrity Director December 16,
- ------------------------------------- 1997
JAMES R. GERRITY
</TABLE>
<PAGE>
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 ANDERSON AND STATE OF
INDIANA ON DECEMBER 16, 1997.
A&B Enterprises, Inc.
By: /s/ John M. Mayfield
---------------------------------
John M. Mayfield
President
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints Thomas J. Snyder and Susan E. Goldy and each of
them such person's true and lawful attorney-in-fact and agent, with full power
of substitution and revocation, for such person and in such person's name,
place and stead, in any and all capacities to sign any and all amendments
(including post-effective amendments) to this Registration Statement and to
file the same with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all
intents and purposes as such person might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent or his
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
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 TITLE DATE
<S> <C> <C>
/s/ John M. Mayfield President (principal December 16, 1997
- ------------------------------------- executive officer)
JOHN M. MAYFIELD
/s/ David L. Harbert Vice President, December 16, 1997
- ------------------------------------- Treasurer
DAVID L. HARBERT (principal
financial and
principal
accounting officer)
and Director
/s/ Thomas J. Snyder Director December 16, 1997
- -------------------------------------
THOMAS J. SNYDER
/s/ James R. Gerrity Director December 16, 1997
- -------------------------------------
JAMES R. GERRITY
</TABLE>
<PAGE>
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 ANDERSON AND STATE OF
INDIANA ON DECEMBER 16, 1997.
Dalex, Inc.
By: /s/ John M. Mayfield
---------------------------------
John M. Mayfield
President
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below
constitutes and appoints Thomas J. Snyder and Susan E. Goldy and each of them
such person's true and lawful attorney-in-fact and agent, with full power of
substitution and revocation, for such person and in such person's name, place
and stead, in any and all capacities to sign any and all amendments (including
post-effective amendments) to this Registration Statement and to file the same
with all exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as
such person might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent or his substitute or substitutes, may
lawfully do or cause to be done by virtue thereof.
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 TITLE DATE
<S> <C> <C>
/s/ John M. Mayfield President (principal December 16, 1997
- ------------------------------------- executive officer)
JOHN M. MAYFIELD
/s/ David L. Harbert Vice President, December 16, 1997
- ------------------------------------- Treasurer
DAVID L. HARBERT (principal
financial and
principal
accounting officer)
and Director
/s/ Thomas J. Snyder Director December 16, 1997
- -------------------------------------
THOMAS J. SNYDER
/s/ James R. Gerrity Director December 16, 1997
- -------------------------------------
JAMES R. GERRITY
</TABLE>
<PAGE>
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 ANDERSON AND STATE OF
INDIANA ON DECEMBER 16, 1997.
A&B Cores, Inc.
By: /s/ John M. Mayfield
---------------------------------
John M. Mayfield
President
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints Thomas J. Snyder and Susan E. Goldy and each of
them such person's true and lawful attorney-in-fact and agent, with full power
of substitution and revocation, for such person and in such person's name,
place and stead, in any and all capacities to sign any and all amendments
(including post-effective amendments) to this Registration Statement and to
file the same with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all
intents and purposes as such person might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent or his
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
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 TITLE DATE
<S> <C> <C>
/s/ John M. Mayfield President (principal December 16, 1997
- ------------------------------------- executive officer)
JOHN M. MAYFIELD
/s/ David L. Harbert Vice President, December 16, 1997
- ------------------------------------- Treasurer
DAVID L. HARBERT (principal
financial and
principal
accounting officer)
and Director
/s/ Thomas J. Snyder Director December 16, 1997
- -------------------------------------
THOMAS J. SNYDER
/s/ James R. Gerrity Director December 16, 1997
- -------------------------------------
JAMES R. GERRITY
</TABLE>
<PAGE>
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 ANDERSON AND STATE OF
INDIANA ON DECEMBER 16, 1997.
R&L Tool Company, Inc.
By: /s/ John M. Mayfield
---------------------------------
JOHN M. MAYFIELD PRESIDENT
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints Thomas J. Snyder and Susan E. Goldy and each of
them such person's true and lawful attorney-in-fact and agent, with full power
of substitution and revocation, for such person and in such person's name,
place and stead, in any and all capacities to sign any and all amendments
(including post-effective amendments) to this Registration Statement and to
file the same with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all
intents and purposes as such person might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent or his
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
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 TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ John M. Mayfield President (principal December 16, 1997
- ------------------------------------- executive officer)
JOHN M. MAYFIELD
/s/ David L. Harbert Vice President, December 16, 1997
- ------------------------------------- Treasurer
DAVID L. HARBERT (principal
financial and
principal
accounting officer)
and Director
/s/ Thomas J. Snyder Director December 16, 1997
- -------------------------------------
THOMAS J. SNYDER
/s/ James R. Gerrity Director December 16, 1997
- -------------------------------------
JAMES R. GERRITY
</TABLE>
<PAGE>
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 ANDERSON AND STATE OF
INDIANA ON DECEMBER 16, 1997.
MCA, Inc. of Mississippi
By: /s/ John M. Mayfield
---------------------------------
JOHN M. MAYFIELD PRESIDENT
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints Thomas J. Snyder and Susan E. Goldy and each of
them such person's true and lawful attorney-in-fact and agent, with full power
of substitution and revocation, for such person and in such person's name,
place and stead, in any and all capacities to sign any and all amendments
(including post-effective amendments) to this Registration Statement and to
file the same with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all
intents and purposes as such person might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent or his
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
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 TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ John M. Mayfield President (principal December 16, 1997
- ------------------------------------- executive officer)
JOHN M. MAYFIELD
/s/ David L. Harbert Vice President, December 16, 1997
- ------------------------------------- Treasurer
DAVID L. HARBERT (principal
financial and
principal
accounting officer)
and Director
/s/ Thomas J. Snyder Director December 16, 1997
- -------------------------------------
THOMAS J. SNYDER
/s/ James R. Gerrity Director December 16, 1997
- -------------------------------------
JAMES R. GERRITY
</TABLE>
<PAGE>
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 ANDERSON AND STATE OF
INDIANA ON DECEMBER 16, 1997.
Power Investments, Inc.
By: /s/ J. Michael Jarvis
----------------------------------
J. MICHAEL JARVIS
PRESIDENT
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints Thomas J. Snyder and Susan E. Goldy and each of
them such person's true and lawful attorney-in-fact and agent, with full power
of substitution and revocation, for such person and in such person's name,
place and stead, in any and all capacities to sign any and all amendments
(including post-effective amendments) to this Registration Statement and to
file the same with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all
intents and purposes as such person might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent or his
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
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 TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ J. Michael Jarvis President (principal December 16,
- ------------------------------------- executive officer) 1997
J. MICHAEL JARVIS and Director
/s/ David L. Harbert Vice President, December 16,
- ------------------------------------- Treasurer 1997
DAVID L. HARBERT (principal
financial and
principal
accounting officer)
and Director
/s/ Thomas J. Snyder Director December 16,
- ------------------------------------- 1997
THOMAS J. SNYDER
</TABLE>
<PAGE>
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 ANDERSON AND STATE OF
INDIANA ON DECEMBER 16, 1997.
Franklin Power Products, Inc.
By: /s/ J. Michael Jarvis
---------------------------------
J. MICHAEL JARVIS
PRESIDENT
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints Thomas J. Snyder and Susan E. Goldy and each of
them such person's true and lawful attorney-in-fact and agent, with full power
of substitution and revocation, for such person and in such person's name,
place and stead, in any and all capacities to sign any and all amendments
(including post-effective amendments) to this Registration Statement and to
file the same with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all
intents and purposes as such person might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent or his
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
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 TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ J. Michael Jarvis President (principal December 16,
- ------------------------------------- executive officer) 1997
J. MICHAEL JARVIS and Director
/s/ David L. Harbert Vice President, December 16,
- ------------------------------------- Treasurer 1997
DAVID L. HARBERT (principal
financial and
principal
accounting officer)
and Director
/s/ Thomas J. Snyder Director December 16,
- ------------------------------------- 1997
THOMAS J. SNYDER
</TABLE>
<PAGE>
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 ANDERSON AND STATE OF
INDIANA ON DECEMBER 16, 1997.
International Fuel Systems, Inc.
By: /s/ J. Michael Jarvis
---------------------------------
J. MICHAEL JARVIS
PRESIDENT
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints Thomas J. Snyder and Susan E. Goldy and each of
them such person's true and lawful attorney-in-fact and agent, with full power
of substitution and revocation, for such person and in such person's name,
place and stead, in any and all capacities to sign any and all amendments
(including post-effective amendments) to this Registration Statement and to
file the same with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all
intents and purposes as such person might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent or his
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
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 TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ J. Michael Jarvis President (principal December 16,
- ------------------------------------- executive officer) 1997
J. MICHAEL JARVIS and Director
/s/ David L. Harbert Vice President, December 16,
- ------------------------------------- Treasurer 1997
DAVID L. HARBERT (principal
financial and
principal
accounting officer)
and Director
/s/ Thomas J. Snyder Director December 16,
- ------------------------------------- 1997
THOMAS J. SNYDER
</TABLE>
<PAGE>
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 ANDERSON AND STATE OF
INDIANA ON DECEMBER 16, 1997.
Marine Drive Systems, Inc.
By: /s/ J. Michael Jarvis
---------------------------------
J. MICHAEL JARVIS PRESIDENT
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints Thomas J. Snyder and Susan E. Goldy and each of
them such person's true and lawful attorney-in-fact and agent, with full power
of substitution and revocation, for such person and in such person's name,
place and stead, in any and all capacities to sign any and all amendments
(including post-effective amendments) to this Registration Statement and to
file the same with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all
intents and purposes as such person might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent or his
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
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 TITLE DATE
--------- ----- -----
<S> <C> <C>
/s/ J. Michael Jarvis President (principal December 16, 1997
- ------------------------------------- executive officer)
J. MICHAEL JARVIS and Director
/s/ David L. Harbert Vice President, December 16, 1997
- ------------------------------------- Treasurer
DAVID L. HARBERT (principal
financial and
principal
accounting officer)
and Director
/s/ Thomas J. Snyder Director December 16, 1997
- -------------------------------------
THOMAS J. SNYDER
</TABLE>
<PAGE>
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 ANDERSON AND STATE OF
INDIANA ON DECEMBER 16, 1997.
Marine Corporation of America
By: /s/ J. Michael Jarvis
----------------------------------
J. MICHAEL JARVIS PRESIDENT
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints Thomas J. Snyder and Susan E. Goldy and each of
them such person's true and lawful attorney-in-fact and agent, with full power
of substitution and revocation, for such person and in such person's name,
place and stead, in any and all capacities to sign any and all amendments
(including post-effective amendments) to this Registration Statement and to
file the same with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all
intents and purposes as such person might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent or his
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
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 TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ J. Michael Jarvis President (principal December 16, 1997
- ------------------------------------- executive officer)
J. MICHAEL JARVIS and Director
/s/ David L. Harbert Vice President, December 16, 1997
- ------------------------------------- Treasurer
DAVID L. HARBERT (principal
financial and
principal
accounting officer)
and Director
/s/ Thomas J. Snyder Director December 16, 1997
- -------------------------------------
THOMAS J. SNYDER
</TABLE>
<PAGE>
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 ANDERSON AND STATE OF
INDIANA ON DECEMBER 16, 1997.
Powrbilt Products, Inc.
By: /s/ J. Michael Jarvis
----------------------------------
J. MICHAEL JARVIS PRESIDENT
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints Thomas J. Snyder and Susan E. Goldy and each of
them such person's true and lawful attorney-in-fact and agent, with full power
of substitution and revocation, for such person and in such person's name,
place and stead, in any and all capacities to sign any and all amendments
(including post-effective amendments) to this Registration Statement and to
file the same with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all
intents and purposes as such person might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent or his
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
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 TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ J. Michael Jarvis President (principal December 16, 1997
- ------------------------------------- executive officer)
J. MICHAEL JARVIS and Director
/s/ David L. Harbert Vice President, December 16, 1997
- ------------------------------------- Treasurer
DAVID L. HARBERT (principal
financial and
principal
accounting officer)
and Director
/s/ Thomas J. Snyder Director December 16, 1997
- -------------------------------------
THOMAS J. SNYDER
</TABLE>
<PAGE>
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 ANDERSON AND STATE OF
INDIANA ON DECEMBER 16, 1997.
World Wide Automotive, Inc.
By: /s/ Thomas J. Snyder
----------------------------------
THOMAS J. SNYDER CHAIRMAN
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints Thomas J. Snyder and Susan E. Goldy and each of
them such person's true and lawful attorney-in-fact and agent, with full power
of substitution and revocation, for such person and in such person's name,
place and stead, in any and all capacities to sign any and all amendments
(including post-effective amendments) to this Registration Statement and to
file the same with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all
intents and purposes as such person might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent or his
substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
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 TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Thomas J. Snyder Chairman (principal December 16, 1997
- ------------------------------------- executive officer)
THOMAS J. SNYDER and Director
/s/ David L. Harbert Vice President, December 16, 1997
- ------------------------------------- Treasurer
DAVID L. HARBERT (principal
financial and
principal
accounting officer)
and Director
- ------------------------------------- Director
RICHARD L. KEISLER
</TABLE>
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the captions "Experts" and
"Selected Consolidated Historical Financial Data" and to the use of our
reports on the consolidated financial statements of Delco Remy International,
Inc. dated September 5, 1997 (except for Note 16, as to which the date is
December 16, 1997); on the financial statements of World Wide Automotive, Inc.
dated October 16, 1997 (except for Note 10, as to which the date is December
16, 1997); on the consolidated financial statements of Ballantrae Corporation
dated October 17, 1997 (except for Note 12, as to which the date is December
16, 1997); and on the financial statements of the Tractech Division of Titan
Wheel International, Inc. dated October 17, 1997, in the Registration
Statement on Form S-1 filed pursuant to Rule 462(b) of Delco Remy
International, Inc. for the registration of an additional $15,000,000
principle amount of Senior Notes.
Ernst & Young LLP
Indianapolis, Indiana
December 17, 1997
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the reference to our firm under the caption "Experts" and to
the use of our report, dated October 15, 1997, on the financial statements of
Precision Alternator and Starter, Inc. as of and for the two years in the
period ended March 31, 1996, and our report, dated August 19, 1997, on the
financial statements of Certipro Division of Precision Alternator and Starter,
Inc. as of and for the year ended March 31, 1997, in the Registration
Statement filed pursuant to Rule 462(b) and the related Prospectus of Delco
Remy International, Inc. for the registration of its Senior Notes.
Friedman & Fuller, P.C.
December 17, 1997
<PAGE>
Exhibit 5.1
[LETTERHEAD OF DECHERT PRICE & RHOADS]
December 16, 1997
Delco Remy International, Inc.
2902 Enterprise Drive
Anderson, IN 46013
Re: Form S-1 Registration Statement
(the "462(b) Registration Statement")
-------------------------------------
Gentlemen and Ladies:
We have acted as counsel to Delco Remy International, Inc., a Delaware
corporation (the "Company"), Delco Remy America, Inc., a Delaware corporation
("DRA"), Reman Holdings, Inc., a Delaware corporation ("Reman"), Remy
International, Inc., a Delaware corporation ("Remy"), Marine Drive Systems,
Inc., a New Jersey corporation ("Marine Drive" and collectively with DRA, Reman,
and Remy, the "Relevant Subsidiaries"), The A&B Group, Inc., a Mississippi
corporation, A&B Enterprises, Inc., a Mississippi corporation, Dalex, Inc. a
Mississippi corporation, A&B Cores, Inc., a Mississippi corporation, MCA, Inc.
of Mississippi, a Mississippi corporation, R&L Tool Company, Inc., a Mississippi
corporation, Nabco, Inc. a Michigan corporation, Power Investments, Inc., an
Indiana corporation, Franklin Power Products, Inc., an Indiana corporation,
International Fuel Systems, Inc. an Indiana corporation, Marine Corporation of
America, Inc., an Indiana corporation, Powrbilt Products, Inc., a Texas
corporation and World Wide Automotive, Inc., a Virginia corporation (such
companies collectively with the Relevant Subsidiaries, the "Guarantors") in
connection with the preparation and filing of the 462(b) Registration Statement
<PAGE>
Delco Remy International, Inc.
December 16, 1997
Page 2
under the Securities Act of 1933, as amended, and the Trust Indenture Act of
1939, as amended, in connection with the proposed issuance of an additional
$15,000,000 principal amount of Senior Notes Due 2007 (the "Additional Notes")
of the Company and guaranteed by the Guarantors (the "Guaranties"). The
Additional Notes are to be issued pursuant to the terms of an Indenture
substantially in the form filed as Exhibit 4.1 to the 462(b) Registration
Statement (the "Indenture"), between the Company and United States Trust Company
of New York, as Trustee.
The 462(b) Registration Statement covering the offer and sale of the
Additional Notes is being filed with the Securities and Exchange Commission (the
"Commission") in connection with the proposed public offering described in the
Company's Registration Statement on Form S-1 (Registration No. 333-37703) filed
with the Commission on October 10, 1997, as amended, and which became effective
on December 15, 1997.
We have participated in the preparation of the 462(b) Registration
Statement and have made such legal and factual examination and inquiry which we
have deemed advisable for the rendering of this opinion. In making our
examination we have assumed the genuiness of all signatures, the authenticity of
all documents submitted to us as originals and the conformity to all authentic
original documents of all documents submitted to us as copies. Based on the
foregoing it is our opinion that:
1. The Additional Notes have been duly authorized by the Company, and
when executed, authenticated and delivered in accordance with the terms of the
Indenture, and paid for in the manner and at the prices set forth in the 462(b)
Registration Statement, will constitute legal, valid and binding obligations of
the Company, enforceable against the Company in accordance with their terms,
subject to applicable bankruptcy, insolvency, fraudulent conveyance, moratorium,
reorganization or other similar laws affecting creditors' rights or debtors'
obligations and to general principles of equity.
2. Each Guaranty issued by a Relevant Subsidiary has been duly
authorized by the respective Relevant Subsidiary and when executed,
authenticated and delivered in accordance with the terms of the Indenture and
when the Additional Notes have been paid for in the manner and at the price set
forth in the Registration Statement, will constitute the legal, valid and
binding obligation of each Relevant Subsidiary, enforceable against each
Relevant Subsidiary in accordance with its terms, subject to applicable
bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization or
other similar laws affecting creditors' rights or debtors' obligations and to
general principles of equity.
The opinion expressed herein is rendered for your benefit in
connection with the transaction contemplated herein. The opinion expressed
herein may not be used or relied on by any other person, nor may this letter or
any copies thereof be furnished to a third party, filed with a government
agency, quoted, cited or otherwise referred to without our prior written
consent, except as noted below.
<PAGE>
Delco Remy International, Inc.
December 16, 1997
Page 3
We hereby consent to the filing of this opinion as an exhibit to the
462(b) Registration Statement and to the use of our name in the Prospectus
contained therein, under the caption "Legal Matters." In giving such consent we
do not thereby admit that we are in the category of persons whose consent is
required under Section 7 of the Securities Act.
Very truly yours,
DECHERT PRICE & RHOADS
<PAGE>
Exhibit 5.2
[LETTERHEAD OF YOUNG, WILLIAMS, HENDERSON & FUSELIER, P.A. APPEARS HERE]
December 16, 1997
Delco Remy International, Inc.
2902 Enterprise Drive
Anderson, IN 46013
Re: Form S-1 Registration Statement
(the "462(b) Registration Statement")
Gentlemen and Ladies:
We have acted as counsel to The A&B Group, Inc., a Mississippi corporation,
A&B Enterprises, Inc., a Mississippi corporation, Dalex, Inc., a Mississippi
corporation, A&B Cores, Inc., a Mississippi corporation, MCA, Inc. of
Mississippi, a Mississippi corporation, and R&L Tool Company, Inc., a
Mississippi corporation (each a "Subsidiary Guarantor" and collectively the
"Subsidiary Guarantors") in connection with the proposed guarantee of
$15,000,000 principal amount of 8 5/8% Senior Notes Due 2007 (the "Additional
Notes") of Delco Remy International, Inc., a Delaware corporation (the
"Company") by the Subsidiary Guarantors (each a "Guaranty" and collectively the
"Guaranties"). The Additional Notes are to be issued pursuant to the terms of an
indenture substantially in the form filed as Exhibit 4.1 to the Registration
Statement (the "Indenture"), between the Company and United States Trust Company
of New York, as Trustee.
In making our examination and rendering the opinions set forth below, we
have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals and the conformity to all authentic
original documents of all documents submitted to us as copies. Based on the
foregoing, it is our opinion that each Guaranty issued by a Subsidiary Guarantor
has been duly authorized by the respective Subsidiary Guarantor and when
executed, authenticated and delivered in accordance with the terms of the
Indenture and when the Additional Notes are paid for in the manner and at the
price set forth in the 462(b) Registration Statement, will constitute the legal,
valid and binding obligation of each Subsidiary Guarantor, enforceable against
each Subsidiary Guarantor in accordance with its terms, subject to applicable
bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization or
other similar laws affecting creditors' rights or debtors' obligations and to
general principles of equity.
The opinion expressed herein is rendered for your benefit in connection
with the transaction contemplated hereby. The opinion expressed herein may not
be used or relied on by any other person, nor may this letter or any copies
hereof be furnished to a third party, filed with a government agency, quoted,
cited or otherwise referred to without our prior written consent, except as
provided below.
<PAGE>
Delco Remy International, Inc.
December 16, 1997
Page 2
We hereby consent to the filing of this opinion as Exhibit 5.2 to the
462(b) Registration Statement and to the reference to this opinion letter under
the caption "Legal Matters" in the prospectus forming a part of the 462(b)
Registration Statement. In giving such consent, we do not thereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Securities Act.
Sincerely,
YOUNG, WILLIAMS, HENDERSON &
FUSELIER, P.A.
By: /s/ Don H. Goode
------------------------------
Don H. Goode
DHG:cmg
<PAGE>
Exhibit 5.3
[LETTERHEAD OF PORTEOUS & WHITE P.C. APPEARS HERE]
December 16, 1997
Nabco, Inc.
c/o Delco Remy International, Inc.
2902 Enterprise Drive
Anderson IN 46013
RE: Guarantee of Nabco, Inc.
Form S-1 Registration Statement
(the "462(b) Registration Statement")
Gentlemen and Ladies:
We have acted as counsel to Nabco, Inc., a Michigan Corporation ("Guarantor") in
connection with the guarantee by Nabco, Inc. of an additional $15,000,000
principal amount 8 5/8% Senior Notes Due 2007 (the "Additional Notes") of Delco
Remy International, Inc. ("Company") and guaranteed by certain subsidiaries of
the Company including Nabco, Inc. The Additional Notes are to be issued pursuant
to the terms of an Indenture substantially in the form filed as Exhibit 4.1 to
the 462(b) Registration Statement (the "Indenture"), between Delco Remy
International, Inc. and United States Trust Company of New York, as Trustee.
The 462(b) Registration Statement covering the offer and sale of the Additional
Notes is being filed with the Securities and Exchange Commission (the
"Commission") in connection with the proposed public offering described in the
Company's Registration Statement on Form S-1 (Registration No. 333-37703) filed
with the Commission on October 10, 1997, as amended, and which became effective
on December 15, 1997.
We have examined the originals or copies, certified or otherwise, identified to
our satisfaction, of the Certificate or Articles of Incorporation and Bylaws of
the Guarantor, certificates of public officials and of the officers of the
Guarantor and such other agreements,
<PAGE>
December 16, 1997
Page 2
instruments, and other documents as we have deemed necessary or appropriate for
purposes of the opinions expressed below.
In making such examination and rendering the opinions set forth below, we have
assumed the genuineness of all signatures (other than those of the Guarantor),
the authenticity of all documents submitted to us as originals and the
conformity to authentic original documents of all documents submitted to us as
certified, conformed or photostatic copies and the authenticity of the originals
of such documents. As to questions of fact material to our opinions, we have
relied, after due inquiry but without independent investigation, upon
representations of the Guarantor and on certificates of its officers and of
public officials.
Based upon the foregoing and subject to the assumptions and qualifications set
forth herein, we are of the opinion that:
The Guaranty issued by the Guarantor has been duly authorized by the Guarantor
and when executed, authenticated and delivered in accordance with the terms of
the Indenture and paid for in the manner and at the price set forth in the
462(b) Registration Statement, will constitute the legal valid and binding
obligation of the Guarantor, enforceable against it in accordance with its
terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance,
moratorium, reorganization or other similar laws affecting creditors' rights or
debtors' obligations and to general principles of equity.
The opinion expressed herein is rendered solely for your benefit in connection
with the transaction contemplated hereby. The opinion expressed herein may not
be used or relied upon by any other person nor may this letter or any copies
hereof be furnished to a third party, filed with a government agency, quoted,
cited or otherwise referred to without our prior written consent, except as
provided below.
We hereby consent to the filing of this opinion as an exhibit to the 462(b)
Registration Statement and to the use of our name in the Prospectus contained
therein, under the caption "Legal Matters." Such consent does not constitute a
consent under Section 7 of the Securities Act ("Section 7"), since in consenting
to the reference to our firm under such heading we have not certified any part
of such 462(b) Registration Statement and do not otherwise come within the
categories of persons whose consent is required under Section 7 or under the
rules and regulations promulgated by the Securities and Exchange Commission.
<PAGE>
December 16, 1997
Page 3
Very truly yours,
PORTEOUS & WHITE, P.C.
/s/ David L. Porteous
BY: David L. Porteous
DLP/tp
<PAGE>
Exhibit 5.4
[LETTERHEAD OF STEPHEN PLOPPER & ASSOCIATES, P.C. APPEARS HERE]
December 16, 1997
Delco Remy International, Inc.
2902 Enterprise Drive
Anderson, Indiana 46013
Power Investments, Inc.
400 Forsythe Street
Franklin, Indiana 46131
RE: Form S-1 Registration Statement
(the "462(b) Registration Statement")
Gentlemen and Ladies:
We have acted as counsel to Power Investments, Inc., an Indiana
corporation, Franklin Power Products, Inc., an Indiana corporation,
International Fuel Systems, Inc., an Indiana corporation, Marine Corporation of
America, Inc., an Indiana corporation, Marine Drive Systems Inc., a New Jersey
Corporation and Powrbilt Products, Inc., a Texas Corporation (such companies,
collectively the "Guarantors"), relating to the proposed issuance of an
additional $15,000,000 principal amount of 8 5/8% Senior Notes due 2007 (the
"Additional Notes") of Delco Remy International, Inc., a Delaware corporation
(the "Company") and guaranteed by the Guarantors (the "Guaranties"). The
Additional Notes are to be issued pursuant to the terms of an Indenture
substantially in the form filed as Exhibit 4.1 (the "Indenture") to the 462(b)
Registration Statement. The 462(b) Registration Statement covering the offer and
sale of the Additional Notes is being filed with the Securities and Exchange
Commission (the "Commission") in connection with the proposed public offering
described in the Company's Registration Statement on Form S-1 (Registration No.
333-37703) filed with the Commission on October 10, 1997, as amended, and which
became effective on December 15, 1997.
In making our examination, and rendering the opinions set forth below, we
have
<PAGE>
December 16, 1997
Page 2
assumed the genuiness of all signatures, the authenticity of all documents
submitted to us as originals and the conformity to all authentic original
documents of all documents submitted to us as copies. Based on the foregoing, it
is our opinion that:
Each Guaranty issued by each respective Guarantor has been duly authorized
by the respective Guarantor and when executed, authenticated, and delivered in
accordance with the terms of the Indenture and when the Addtional Notes are paid
for in the manner and at the price set forth in the 462(b) Registration
Statement, will constitute the legal, valid and binding obligation of each
Guarantor in accordance with its terms, subject to applicable bankruptcy,
insolvency, fraudulent conveyance, moratorium, reorganization or other similar
laws affecting creditor's rights or debtor's obligations and to general
principles of equity.
The opinion expressed herein is rendered solely for your benefit in
connection with the transaction contemplated hereby. The opinion expressed
herein may not be used or relied on by any other person, nor may this letter or
any copies hereof be furnished to a third party, filed with a governmental
agency, quoted, cited or otherwise referred to without our prior written
consent, except as provided below.
We hereby consent to the filing of this opinion as Exhibit 5 to the 462(b)
Registration Statement and to the use of our name in the prospectus contained
therein, under the caption "Legal Matters" in the prospectus forming a part of
the 462(b) Registration Statement. In giving such consent we do not thereby
admit that we are in the category of persons whose consent is required under
Section 7 of the Securities Act.
Sincerely yours,
STEPHEN PLOPPER & ASSOCIATES, P.C.
/s/ Stephen Plopper
----------------------------------------
Stephen E. Plopper
SEP/psd
<PAGE>
Exhibit 5.5
[LETTERHEAD OF HUNTON & WILLIAMS APPEARS HERE]
December 16, 1997
Delco Remy International, Inc.
2902 Enterprise Drive
Anderson, IN 46013
World Wide Automotive, Inc.
Winchester, Virginia 22601
Form S-1 Registration Statement
(the "462(b) Registration Statement")
-------------------------------------
Gentlemen and Ladies:
We have acted as Virginia counsel to World Wide Automotive Inc., a
Virginia corporation ("Guarantor") in connection with the preparation and filing
by Delco Remy International, Inc., a Delaware corporation (the "Company"), the
Guarantor and other guarantors of a registration statement under Rule 462(b)
under the Securities Act of 1933, as amended, and the Trust Indenture Act of
1939, as amended, in connection with the proposed issuance of an additional
$15,000,000 principal amount of 8 5/8% Senior Notes Due 2007 (the "Additional
Notes") of the Company to be guaranteed by the Guarantor (the "Guaranty") and by
other guarantors. The Additional Notes are to be issued pursuant to the terms of
an Indenture substantially in the form filed as Exhibit 4.1 to the 462(b)
Registration Statement (the "Indenture"), between the Company and United States
Trust Company of New York, as Trustee. The Guaranty is contained in Article 10
of the Indenture.
<PAGE>
Hunton & Williams
Delco Remy International, Inc.
December 16, 1997
Page 2
We have made such legal and factual examination and inquiry as we have
deemed advisable for the rendering of this opinion. In making our examination we
have assumed the genuiness of all signatures, the authenticity of all documents
submitted to us as originals and the conformity to all authentic original
documents of all documents submitted to us as copies. Based on the foregoing, it
is our opinion that the Guarantor has authorized the issuance of the Guaranty
and when the Guaranty has been approved, executed, authenticated and delivered
in accordance with the terms of the Indenture and when the Additional Notes have
been paid for in the manner and at the price set forth in the 462 Registration
Statement, the Guaranty will constitute the legal, valid and binding obligation
of the Guarantor, enforceable against the Guarantor in accordance with its
terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance,
moratorium, reorganization or other similar laws affecting creditors' rights or
debtors' obligations and to general principles of equity.
The opinion expressed herein is rendered for your benefit in connection
with the transaction contemplated herein. The opinion expressed herein may not
be used or relied on by any other person, nor may this letter or any copies
thereof be furnished to a third party, filed with a government agency, quoted,
cited or otherwise referred to without our prior written consent, except as
noted below.
We hereby consent to the filing of this opinion as an exhibit to the
462(b) Registration Statement.
Very truly yours,
/s/ Hunton & Williams
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