<PAGE> 1
As filed with the Securities and Exchange Commission July 22, 1998
Registration No. 333-48279
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
AMENDMENT NO. 4
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------
MSX INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 7363 38-3323099
(State or other jurisdiction (Primary Standard (I.R.S. Employer
of Industrial Classification Identification No.)
incorporation or Code Number)
organization)
</TABLE>
<TABLE>
<S> <C> <C>
MSX International Business Services, Inc............. 7363 38-3323109
MSX International Engineering Services, Inc.......... 8711 38-3323110
MSX International (Holdings), Inc.................... 6719 38-3325699
MSX International (USA), Inc......................... 6719 38-3325698
Geometric Results Incorporated....................... 7363 38-2703800
(Exact name of registrant as specified in its (Primary Standard (I.R.S. Employer
charter) Industrial Classification Identification No.)
Code Number)
</TABLE>
DELAWARE
(State or other jurisdiction of
incorporation or organization)
275 Rex Boulevard
Auburn Hills, Michigan 48236
(248) 299-1000
(Address and telephone number of registrant's principal executive offices)
Carol Creel, Esq.
General Counsel
275 Rex Boulevard
Auburn Hills, Michigan 48236
(248) 299-1000
(Name, address and telephone number of agent for service)
------------------
COPIES TO:
DAVID W. FERGUSON, ESQ.
DAVIS POLK & WARDWELL
450 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017
(212) 450-4000
------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
AMOUNT PROPOSED PROPOSED
TITLE OF EACH CLASS OF TO BE MAXIMUM OFFERING MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PRICE PER NOTE(1) OFFERING PRICE(1) REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
11 3/8% Senior Subordinated
Notes due 2008................ $100,000,000 100% $100,000,000 $29,500
- -----------------------------------------------------------------------------------------------------------------
Guarantees of 11 3/8% Senior
Subordinated Notes due 2008... (2) (2) (2) (2)
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated pursuant to Rule 457(f) solely for the purposes of calculating the
registration fee.
(2) Pursuant to Rule 457(n) no registration fee is required with respect to the
Guarantees of the Senior Subordinated Notes registered hereby.
------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933, AS AMENDED OR UNTIL THE REGISTRATION STATEMENT SHALL
BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION
8(a), MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
PART II
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General corporation Law provides, generally,
that a corporation shall have the power to indemnify any person who was or is a
party or is threatened to be made a party to any action, suit or proceeding
(except actions by or in the right of the corporation) by reason of the fact
that such person is or was a director or officer of the corporation against all
expenses, judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding if
he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interest of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful. A corporation may similarly indemnify such person for expenses
actually and reasonably incurred by him in connection with the defense or
settlement of any action or suit by or in the right of the corporation, provided
such person acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation, and, in the case of
claims, issues and matters as to which such person shall have been adjudged
liable to the corporation, provided that a court shall have determined, upon
application, that, despite the adjudication of liability but in view of all of
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which such court shall deem proper.
Section 102(b)(7) of the Delaware General Corporation Law provides,
generally, that the certificate of incorporation may contain a provisions
eliminating or limiting the personal liability of a director to the corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director, provided that such provision may not eliminate or limit the liability
of a director (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or knowing violation of law, (iii) under
section 174 of Title 8, or (iv) for any transaction form which the director
derived an improper personal benefit. No such provision may eliminate or limit
the liability of a director for any act or omission occurring prior to the date
which such provision becomes effective.
Article FOUR, Section 1 of the Company's By-laws provides as follows:
"The Corporation shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he is or was or has agreed to
become a Director or officer of the Corporation, or is or was serving or
has agreed to serve at the request of the Corporation as a Director or
officer of another corporation, partnership, joint venture, trust or other
enterprise, or by reason of any action alleged to have been taken or
omitted in such capacity, and may indemnify any person who was or is a
party or is threatened to be made a party to such an action, suit or
proceeding by reason of the fact that he is or was or has agreed to become
an employee or agent of the Corporation, or is or was serving or has agreed
to serve at the request of the Corporation as an employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by him or on his behalf
in connection with such action, suit or proceeding and any appeal
therefrom, if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the Corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful; except that in the case of an action or
suit by or in the right of the Corporation to procure a judgment in its
favor (1) such indemnification shall be limited to expenses (including
attorneys' fees) actually and reasonably incurred by such person in the
defense or settlement of such action or suit, and (2) no indemnification
shall be made in respect of any claim, issue or matter as to which such
person shall have been adjudged to be liable to the Corporation unless and
only to the extent that the Delaware Court of Chancery or the court in
which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Delaware Court of Chancery or such
other court shall deem proper.
<PAGE> 3
The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did not act in good
faith and in a manner which he reasonably believed to be in or not apposed to
the best interests of the Corporation, and, with respect to any criminal action
or proceeding, had reasonable cause to believe that his conduct was unlawful."
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(A) EXHIBITS
<TABLE>
<C> <C> <S>
3.1 -- Restated Certificate of Incorporation of the Company.
3.2 -- Amended and Restated By-laws of the Company.
4.1 -- Indenture dated as of January 15, 1998 by and between the
Company, the Subsidiary Guarantors and IBJ Schroder Bank &
Trust Company, as trustee, in respect of the 11 3/8% Senior
Subordinated Notes due 2008.
4.2 -- Form of Exchange Notes.
4.3 -- Registration Agreement dated as of January 16, 1998 by and
among the Company, the Subsidiary Guarantors and Salomon
Brothers Inc, Lehman Brothers Inc. and First Chicago Capital
Markets, Inc.
5.1 -- Opinion of Davis Polk & Wardwell as to the validity of the
Exchange Notes.
10.1 -- Stockholders' Agreement dated as of January 3, 1997 among
the Company, MascoTech, Inc. ("MascoTech"), Citicorp Venture
Capital, Ltd. ("CVC") and certain executive officers and
directors of the Company.
10.2 -- Registration Rights Agreement dated as of January 3, 1997
among the Company, CVC, MascoTech and certain executive
officers and directors of the Company.
10.3 -- Amended and Restated Credit Agreement dated as of April 14,
1998 among the Company, the Subsidiary Guarantors and NBD
Bank as agent to the lenders party thereto.
10.4 -- Master Vendor Agreement dated as of August 31, 1997 between
the Company and Ford Motor Company ("Ford").
10.5 -- Master Supply Agreement dated as of August 31, 1997 between
the Company and Ford.
10.6 -- MascoTech Subscription Agreement dated as of January 3, 1997
between the Company and MascoTech.
10.7 -- CVC Subscription Agreement dated as of January 3, 1997
between the Company and CVC.
10.8 -- Management Subscription Agreement dated as of January 3,
1997 between the Company and certain executive officers of
the Company.
10.9 -- Stock Purchase Agreement dated as of July 25, 1997 between
MSX International (Holdings), Inc. and Ford.
10.10 -- Acquisition Agreement dated as of November 12, 1996 among
the Company, MascoTech and ASG Holdings Inc.
10.11 -- Employment Agreement dated as of January 3, 1997 between the
Company and Ralph L. Miller.
10.12 -- Employment Agreement dated as of January 3, 1997 between the
Company and Frederick K. Minturn.
10.13 -- Employment Agreement dated as of August 28, 1997 between the
Company and Don Springer.
10.14 -- Deferred Compensation Plan.
12.1 -- Statement re: Computation of Ratio of Earnings to Fixed
Charges.
21.1 -- Subsidiaries of the Company.
*23.1 -- Consent of PricewaterhouseCoopers LLP
*23.2 -- Consent of PricewaterhouseCoopers LLP
*23.3 -- Consent of PricewaterhouseCoopers LLP
*23.4 -- Consent of Ernst & Young LLP
23.5 -- Consent of Davis Polk & Wardwell (contained in Exhibit 5.1).
25.1 -- Statement of eligibility of Trustee on Form T-1.
99.1 -- Letter of Transmittal.
99.2 -- Notice of Guaranteed Delivery.
</TABLE>
II-2
<PAGE> 4
<TABLE>
<C> <C> <S>
99.3 -- Instruction to Registered Holder and/or Book-entry transfer
of Participant.
99.4 -- Form of Letter to Clients.
99.5 -- Form of Letter to Registered Holders and Depository Trust
Company Participants.
</TABLE>
- -------------------------
* Filed herewith
ITEM 22. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(a)(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement;
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(b) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
(c) To respond to requests for information that is incorporated by
reference into the Prospectus pursuant to Items 4, 10(b), 11 or 13 of Form S-4,
within one business day of receipt of such request, and to send the incorporated
documents by first class mail or other equally prompt means. This includes
information contained in documents filed subsequent to the effective date of the
Registration Statement through the date of responding to the request.
(d) To supply by means of a post-effective amendment all information
concerning a transaction, and the company being acquired involved therein, that
was not the subject of and included in the registration statement when it became
effective.
II-3
<PAGE> 5
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly
caused this Amendment No. 4 to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of Auburn Hills, State of Michigan on July
22, 1998.
MSX INTERNATIONAL, INC.
By: /s/ ERWIN H. BILLIG
------------------------------------
Erwin H. Billig
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Ralph L. Miller and Frederick K. Minturn, and
each of them, his or her true and lawful attorneys-in-fact and agents, with full
power of substitution and revocation, for him or her and in his or her 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
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and things requisite and necessary to be done as
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and ratifying
and confirming all that said attorneys-in-fact and agents or any of them, or
their or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 4 has been signed by the following persons, in the capacities indicated on
July 22, 1998.
<TABLE>
<CAPTION>
NAME TITLE
---- -----
<C> <S>
* Chief Executive Officer; Chairman of the Board of
- ------------------------------------------ Directors
Erwin H. Billig
* Special Assistant to the Chairman of the Board;
- ------------------------------------------ Director
Ralph L. Miller
/s/ FREDERICK K. MINTURN Executive Vice President; Chief Financial Officer
- ------------------------------------------
Frederick K. Minturn
* Director
- ------------------------------------------
Richard A. Manoogian
* Director
- ------------------------------------------
Richard M. Cashin, Jr.
* Director
- ------------------------------------------
Michael A. Delaney
* Director
- ------------------------------------------
David E. Cole
* Director
- ------------------------------------------
Lee Gardner
</TABLE>
* by power of attorney
II-4
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly
caused this Amendment No. 4 to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of Auburn Hills, State of Michigan on July
22, 1998.
GEOMETRIC RESULTS INCORPORATED
By: /s/ RALPH L. MILLER
------------------------------------
Ralph L. Miller
President
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Ralph L. Miller and Frederick K. Minturn, and
each of them, his or her true and lawful attorneys-in-fact and agents, with full
power of substitution and revocation, for him or her and in his or her 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
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and things requisite and necessary to be done as
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and ratifying
and confirming all that said attorneys-in-fact and agents or any of them, or
their or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 4 has been signed by the following persons, in the capacities indicated on
July 22, 1998.
<TABLE>
<CAPTION>
NAME TITLE
---- -----
<C> <S>
* Chief Executive Officer
- ------------------------------------------
Erwin H. Billig
/s/ RALPH L. MILLER President
- ------------------------------------------
Ralph L. Miller
* Vice President, Treasurer and Secretary
- ------------------------------------------
Frederick K. Minturn
</TABLE>
II-5
<PAGE> 7
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly
caused this Amendment No. 4 to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of Auburn Hills, State of Michigan on July
22, 1998.
MSX INTERNATIONAL BUSINESS SERVICES,
INC.
By: /s/ EDWARD MANNINO
------------------------------------
Edward Mannino
President
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Ralph L. Miller and Frederick K. Minturn, and
each of them, his or her true and lawful attorneys-in-fact and agents, with full
power of substitution and revocation, for him or her and in his or her 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
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and things requisite and necessary to be done as
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and ratifying
and confirming all that said attorneys-in-fact and agents or any of them, or
their or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 4 has been signed by the following persons, in the capacities indicated on
July 22, 1998.
<TABLE>
<CAPTION>
NAME TITLE
---- -----
<C> <S>
* Chief Executive Officer
- ------------------------------------------
Erwin H. Billig
* Director
- ------------------------------------------
Ralph L. Miller
/s/ FREDERICK K. MINTURN Vice President, Treasurer and Assistant Secretary
- ------------------------------------------
Frederick K. Minturn
/s/ EDWARD MANNINO President
- ------------------------------------------
Edward Mannino
</TABLE>
* by power of attorney
II-6
<PAGE> 8
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly
caused this Amendment No. 4 to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of Auburn Hills, State of Michigan on July
22, 1998.
MSX INTERNATIONAL ENGINEERING
SERVICES, INC.
By: /s/ RALPH L. MILLER
------------------------------------
Ralph L. Miller
President
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Ralph L. Miller and Frederick K. Minturn, and
each of them, his or her true and lawful attorneys-in-fact and agents, with full
power of substitution and revocation, for him or her and in his or her 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
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and things requisite and necessary to be done as
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and ratifying
and confirming all that said attorneys-in-fact and agents or any of them, or
their or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 4 has been signed by the following persons, in the capacities indicated on
July 22, 1998.
<TABLE>
<CAPTION>
NAME TITLE
---- -----
<C> <S>
* Chief Executive Officer
- ------------------------------------------
Erwin H. Billig
/s/ RALPH L. MILLER President
- ------------------------------------------
Ralph L. Miller
Vice President, Treasurer and Secretary
- ------------------------------------------
Frederick K. Minturn
</TABLE>
* by power of attorney
II-7
<PAGE> 9
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly
caused this Amendment No. 4 to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of Auburn Hills, State of Michigan on July
22, 1998.
MSX INTERNATIONAL (HOLDINGS), INC.
By: /s/ RALPH L. MILLER
------------------------------------
Ralph L. Miller
President
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Ralph L. Miller and Frederick K. Minturn, and
each of them, his or her true and lawful attorneys-in-fact and agents, with full
power of substitution and revocation, for him or her and in his or her 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
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and things requisite and necessary to be done as
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and ratifying
and confirming all that said attorneys-in-fact and agents or any of them, or
their or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 4 has been signed by the following persons, in the capacities indicated on
July 22, 1998.
<TABLE>
<CAPTION>
NAME TITLE
---- -----
<C> <S>
* Chief Executive Officer
- ------------------------------------------
Erwin H. Billig
/s/ RALPH L. MILLER President
- ------------------------------------------
Ralph L. Miller
* Vice President, Treasurer and Secretary
- ------------------------------------------
Frederick K. Minturn
</TABLE>
* by power of attorney
II-8
<PAGE> 10
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly
caused this Amendment No. 4 to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of Auburn Hills, State of Michigan on July
22, 1998.
MSX INTERNATIONAL (USA), INC.
By: /s/ RALPH L. MILLER
------------------------------------
Ralph L. Miller
President
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Ralph L. Miller and Frederick K. Minturn, and
each of them, his or her true and lawful attorneys-in-fact and agents, with full
power of substitution and revocation, for him or her and in his or her 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
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and things requisite and necessary to be done as
fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and ratifying
and confirming all that said attorneys-in-fact and agents or any of them, or
their or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 4 has been signed by the following persons, in the capacities indicated on
July 22, 1998.
<TABLE>
<CAPTION>
NAME TITLE
---- -----
<C> <S>
* Chief Executive Officer
- ------------------------------------------
Erwin H. Billig
/s/ RALPH L. MILLER President
- ------------------------------------------
Ralph L. Miller
* Vice President, Treasurer and Secretary
- ------------------------------------------
Frederick K. Minturn
</TABLE>
* by power of attorney
II-9
<PAGE> 11
EXHIBIT INDEX
<TABLE>
<C> <C> <S>
3.1 -- Restated Certificate of Incorporation of the Company
3.2 -- Amended and Restated By-laws of the Company.
4.1 -- Indenture dated as of January 15, 1998 by and between the
Company, the Subsidiary Guarantors and IBJ Schroder Bank &
Trust Company, as trustee, in respect of the 11 3/8% Senior
Subordinated Notes due 2008.
4.2 -- Form of Exchange Notes.
4.3 -- Registration Agreement dated as of January 16, 1998 by and
among the Company, the Subsidiary Guarantors and Salomon
Brothers Inc, Lehman Brothers Inc. and First Chicago Capital
Markets, Inc.
5.1 -- Opinion of Davis Polk & Wardwell as to the validity of the
Exchange Notes.
10.1 -- Stockholders' Agreement dated as of January 3, 1997 among
the Company, MascoTech, Inc. ("MascoTech"), Citicorp Venture
Capital, Ltd. ("CVC") and certain executive officers and
directors of the Company.
10.2 -- Registration Rights Agreement dated as of January 3, 1997
among the Company, CVC, MascoTech and certain executive
officers and directors of the Company.
10.3 -- Amended and Restated Credit Agreement dated as of April 14,
1998 among the Company, the Subsidiary Guarantors and NBD
Bank as agent to the lenders party thereto.
10.4 -- Master Vendor Agreement dated as of August 31, 1997 between
the Company and Ford Motor Company ("Ford").
10.5 -- Master Supply Agreement dated as of August 31, 1997 between
the Company and Ford.
10.6 -- MascoTech Subscription Agreement dated as of January 3, 1997
between the Company and MascoTech.
10.7 -- CVC Subscription Agreement dated as of January 3, 1997
between the Company and CVC.
10.8 -- Management Subscription Agreement dated as of January 3,
1997 between the Company and certain executive officers of
the Company.
10.9 -- Stock Purchase Agreement dated as of July 25, 1997 between
MSX International (Holdings), Inc. and Ford.
10.10 -- Acquisition Agreement dated as of November 12, 1996 among
the Company, MascoTech and ASG Holdings Inc.
10.11 -- Employment Agreement dated as of January 3, 1997 between the
Company and Ralph L. Miller.
10.12 -- Employment Agreement dated as of January 3, 1997 between the
Company and Frederick K. Minturn.
10.13 -- Employment Agreement dated as of August 28, 1997 between the
Company and Don Springer.
10.14 -- Deferred Compensation Plan.
12.1 -- Statement re: Computation of Ratio of Earnings to Fixed
Charges.
21.1 -- Subsidiaries of the Company.
*23.1 -- Consent of PricewaterhouseCoopers LLP
*23.2 -- Consent of PricewaterhouseCoopers LLP
*23.3 -- Consent of PricewaterhouseCoopers LLP
*23.4 -- Consent of Ernst & Young LLP
23.5 -- Consent of Davis Polk & Wardwell (contained in Exhibit 5.1).
25.1 -- Statement of eligibility of Trustee on Form T-1.
99.1 -- Letter of Transmittal.
99.2 -- Notice of Guaranteed Delivery.
99.3 -- Instruction to Registered Holder and/or Book-entry transfer
of Participant.
99.4 -- Form of Letter to Clients.
99.5 -- Form of Letter to Registered Holders and Depository Trust
Company Participants.
</TABLE>
- -------------------------
* Filed herewith
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion in this registration statement on Form S-4 and
related Prospectus of MSX International, Inc. for the registration of
$100,000,000 of MSX International, Inc. 11 3/8% Senior Subordinated Notes due
2008 of our report dated March 31, 1998 on our audits of the combined financial
statements of the Technical Services Group of Masco Tech, Inc. for the years
ended December 31, 1995 and 1996 and on our audit of the consolidated financial
statements of MSX International, Inc. for the fiscal year ended December 28,
1997. We also consent to the reference to our firm under the caption
"Experts".
PricewaterhouseCoopers LLP
Detroit, Michigan
July 22, 1998
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion in this registration statement on Form S-4 and
related Prospectus of MSX International, Inc. for the registration of
$100,000,000 of MSX International, Inc. 11 3/8% Senior Subordinated Notes due
2008 of our report dated March 4, 1998 on our audits of the consolidated
carve-out financial statements of Geometric Results Incorporated-Service for
the two years in the period ended December 31, 1996 and for the eight-month
period ended August 31, 1997. We also consent to the reference to our firm
under the caption "Experts".
PricewaterhouseCoopers LLP
Detroit, Michigan
July 22, 1998
<PAGE> 1
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion in this registration statement on Form S-4 and
related Prospectus of MSX International, Inc. for the registration of
$100,000,000 of MSX International, Inc. 11 3/8% Senior Subordinated Notes due
2008 of our report dated November 10, 1997 on our audit of the combined
financial statements of APX International for the period December 31, 1995 to
November 6, 1996. We also consent to the reference to our firm under the
caption "Experts".
PricewaterhouseCoopers LLP
Detroit, Michigan
July 22, 1998
<PAGE> 1
EXHIBIT 23.4
CONSENT OF ERNST & YOUNG LLP
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-4) and related Prospectus of MSX International,
Inc. for the registration of $100,000,000 of MSX International, Inc. 11 3/8%
Senior Subordinated Notes due 2008 and to the inclusion of our report dated
April 12, 1996, with respect to the combined financial statements of APX
International for the year ended December 30, 1995.
ERNST & YOUNG LLP
July 21, 1998
Boston, Massachusetts
