As filed with the Securities and Exchange Commission on September 3, 1999
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
------------------
TRANSPORTATION COMPONENTS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 76-0562800
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
THREE RIVERWAY, SUITE 200
HOUSTON, TEXAS 77056
(713) 332-2500
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
481,025 SHARES OF COMMON STOCK
ISSUED TO CHARLES W. CARTER CO.
EMPLOYEE STOCK OWNERSHIP PLAN
TRANSCOM SAVINGS PLUS PLAN
(Full Title of Plans)
PAUL E. PRYZANT
SENIOR VICE PRESIDENT AND
GENERAL COUNSEL
THREE RIVERWAY, SUITE 200
HOUSTON, TEXAS 77056
(713) 332-2502
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
==================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
REGISTERED REGISTERED(1)(2) SHARE (1)(2) PRICE(1)(2) REGISTRATION FEE
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 481,025 $3.0625 $1,473,139 $410.00
par value
Participation interest N/A N/A N/A N/A
in TransCom Savings
Plus Plan
==================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) (based on the average of the high and low prices
of the common stock as reported in the New York Stock Exchange composite
transaction reporting system on August 31, 1999).
(2) Pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement covers an indeterminate amount of participation
interests to be offered or sold pursuant to the TransCom Savings Plus
Plan, and no filing fee is required.
<PAGE>
PROSPECTUS
[TRANSCOM USA LOGO]
481,025 SHARES
TRANSPORTATION COMPONENTS, INC.
COMMON STOCK
------------
The selling stockholders identified on pages 8 to 11 of this prospectus
may offer, sell or transfer all or a portion of the 481,025 shares of our common
stock from time to time on the New York Stock Exchange, in negotiated
transactions or otherwise, and at prices which will be predetermined by the
prevailing market price for the shares or in negotiated transactions. See "Plan
of Distribution." Transportation Components, Inc. will not receive any of the
proceeds from the sale of the shares by the selling stockholders. See "Use of
Proceeds."
The common stock is quoted on the New York Stock Exchange under the sumbol
"TUI." On September 2, 1999, the last sale price of the common stock as reported
on the New York Stock Exchange was $3.0625.
-----------------------
CONSIDER CAREFULLY THE RISK FACTORS BEGINNING ON PAGE 4 OF THIS PROSPECTUS.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THE
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
------------
The date of this prospectus is September 3, 1999
1
<PAGE>
SUMMARY
This summary briefly describes our business and the selling stockholders'
proposed sale of their shares of our common stock. IN THIS PROSPECTUS, WE REFER
TO TRANSPORTATION COMPONENTS, INC. AND ITS SUBSIDIARIES AS "WE", "US", "OUR" OR
"TRANSCOM" UNLESS THE CONTEXT CLEARLY INDICATES OTHERWISE.
THE COMPANY
We distribute replacement parts and supplies for commercial trucks,
trailers and other heavy duty vehicles and equipment throughout North America.
We offer a broad selection of parts, including:
o parts for braking systems;
o parts for suspension and steering systems;
o axles, wheels and rims;
o trailer parts;
o drive train components;
o hydraulic components; and
o engine parts
The parts we sell are used for regular preventive maintenance, such as
replacement of worn brake shoes, belts, hoses and filters, and for "as-needed"
repairs of damaged or out-of-warranty vehicle parts.
To complement our parts distribution business, we also provide our
customers with "value-added" services, such as:
o parts installation and repair;
o fleet maintenance management;
o machine shop services; and
o remanufacturing of:
- brake shoes
- fuel injectors
- turbo chargers
- drive train components
We purchase heavy duty parts from component manufacturers, store these
parts in 97 facilities across the United States, Mexico and Canada and
distribute them to over 18,000 customers. We also export heavy duty parts to
customers located in countries in South and Central America, Southeast Asia and
the Pacific Rim. Our customers include private vehicle fleets operated by
businesses which perform their own maintenance and repairs, independent repair
shops, resellers, municipal and other government entities, specialty original
equipment manufacturers and other end users.
On June 24, 1998, we completed our initial public offering and
simultaneously acquired nine separate companies engaged in the heavy duty parts
distribution and repair industry. These companies had 68 operating facilities
located across the United States and Mexico, and pro forma combined revenues in
1997 of approximately $208 million. We subsequently acquired nine more companies
in the third and fourth quarters of 1998. These additional companies gave us 27
additional locations in the United States and Canada and added combined
annualized revenues of approximately $87 million.
2
<PAGE>
THE OFFERING
The selling stockholders may offer, sell or otherwise transfer up to
481,025 shares of our common stock under this prospectus. We will not receive
any proceeds from the selling stockholders' sales or transfers.
The shares of our common stock being offered by this prospectus are
currently held in trust for the selling stockholders by the Charles W. Carter
Co. Employee Stock Option Plan (the "Charles W. Carter Co. ESOP"), which has
been terminated by the Charles W. Carter Co. effective as of March 31, 1999. The
distribution of the assets of the Charles W. Carter Co. ESOP, which consists
almost entirely of the 481,025 shares of our common stock, is expected to be on
or before September 30, 1999. The selling stockholders are participants in the
Charles W. Carter Co. ESOP. Prior to the distributions of the assets of the
ESOP, each selling stockholder will be given the option, with respect to all or
part of its shares, to (i) roll the shares into the TransCom Savings Plus Plan,
(ii) receive the shares outright, or (iii) take cash in lieu of the shares. If a
selling stockholder chooses the cash option described in (iii) above, the
trustees of the Carter Co. ESOP will sell the shares in the market on behalf of
such stockholder.
We are filing this registration statement on behalf of the selling
stockholders to permit public secondary trading of the stockholders' shares,
which are currently restricted securities. The selling stockholders (including
the trustees of the Charles W. Carter Co. ESOP, acting on behalf of the selling
stockholders) may offer all or some of their shares from time to time.
3
<PAGE>
RISK FACTORS
An investment in our common stock involves a high degree of risk. In
addition to the other information in this prospectus, you should carefully
consider the following risk factors in evaluating an investment in our common
stock. We believe the following risks represent the known, material risks facing
our company, in addition to the risks which typically face any company in our
industry. If any of the following risks actually occur, our business, financial
condition and operating results could be materially and adversely affected. In
that case, the trading price of our common stock could decline, and you could
lose a part or all of your investment.
WE HAVE A LIMITED HISTORY OF OPERATING AND INTEGRATING OUR ACQUIRED
BUSINESSES.
We conducted no operations and generated no revenues prior to June 24,
1998, the date of our initial public offering. The companies we acquired
operated as separate independent entities prior to our acquisition of them, and
we cannot guarantee that we will be able to continue to successfully integrate
the operations of the acquired companies or institute the necessary company-wide
systems and procedures to successfully manage the combined enterprise on a
profitable basis.
To manage the combined enterprise on a profitable basis, we must institute
certain necessary common systems and procedures. We intend to integrate the
computer, accounting and financial reporting systems, and certain of the
operational, administrative, banking and insurance procedures of the businesses
we acquire. However, we cannot be certain that we will successfully institute
these common systems and procedures. In addition, we cannot be certain that our
recently assembled management group will be able to successfully manage the
businesses we acquire as a combined entity and effectively implement our
operating or growth strategies. If we are unable to integrate or successfully
manage the companies we have acquired or may acquire in the future, our
business, financial condition and results of operations could be materially and
adversely affected.
WE MAY BE UNABLE TO IMPROVE OR EVEN MAINTAIN THE PROFITABILITY OF
INDIVIDUAL BUSINESSES.
One of our key strategies is to maintain and eventually increase the
profits and the revenues of our existing companies and any businesses that we
acquire. Although we have begun to implement this strategy by various means, we
cannot be certain that we will be able to continue to do so successfully.
Another key component of our strategy is to operate our companies on a
decentralized basis, with local management retaining responsibility for
day-to-day operations, profitability and the internal growth of the individual
business. If we do not implement proper overall business controls, this
decentralized operating strategy could result in inconsistent operating and
financial practices at the companies, and our overall profitability could be
adversely affected. Our ability to generate internal growth will be affected by,
among other factors, out ability to:
o increase sales to existing customers;
o attract new customers;
o hire and retain associates;
o open additional facilities;
o reduce operating and overhead expenses; and
o respond to competition from other distributors.
4
<PAGE>
Many of the factors affecting our ability to generate internal growth may
be beyond our control, and we cannot be certain that our strategies will be
successful or that we will be able to generate cash flow sufficient to fund our
operations and to support internal growth. Our inability to achieve internal
growth could materially and adversely affect our business, financial condition
and results of operations.
RISKS FOR IMPLEMENTING COMMON INFORMATION TECHNOLOGY SYSTEMS.
We are in the process of implementing common operating and financial
systems at substantially all of our locations, other than our export, Mexican
and Hawaii operations. This process will take approximately four more months to
complete. We may not be able to implement these systems economically, and may
experience delays, disruptions and unanticipated expenses during the
implementation process. Until these information technology systems have been
fully implemented, we will not be able to achieve the full anticipated operating
efficiencies and competitive advantages that these systems are expected to
provide. Until these systems have been installed at our various locations, we
will have to rely on the existing separate systems currently being used at such
locations.
OUR COMPUTER SYSTEMS AND THOSE OF THIRD PARTIES MAY NOT BE YEAR 2000
COMPLIANT, WHICH MAY CAUSE SYSTEM FAILURES AND DISRUPTIONS IN OPERATIONS.
The inability of some computer programs and embedded computer chips to
distinguish between the year 1900 and the year 2000 poses a serious threat of
business disruption to any organization that uses computer technology and
computer chips in their business systems or equipment. We have implemented a
Year 2000 compliance program in order to ensure that our computer software
programs and operating systems are Year 2000 compliant. We are currently in the
process of installing common operating and financial systems at substantially
all of our locations, other than our export, Mexican and Hawaii operations. We
believe that the risk associated with the Year 2000 will be significantly
reduced when this installation is completed. However, we are unable to assure
that we will be able to bring all of our locations into Year 2000 compliance
before the end of 1999 or that the third parties with whom we do business will
remedy their Year 2000 problems in time. We also cannot assure that the
consequences of Year 2000 failures of systems maintained by us or by third
parties will not materially and adversely impact our business.
WE HAVE CHANGED FROM AN AGGRESSIVE ACQUISITION STRATEGY TO FOCUSING ON
INTEGRATING OUR OPERATIONS.
One of our original growth strategies was to increase our revenues and the
markets we serve by buying additional parts distribution companies. We faced
strong competition for companies we wanted to buy which limited our acquisition
opportunities and resulted in us paying higher prices for those companies we did
buy. We expect this competition to continue, and our competitors may have
greater financial resources and might be willing to pay higher prices than we
are willing to pay for the same companies. In addition, as discussed below under
the next risk factor regarding our ability to finance future acquisitions, our
ability to grow through acquisitions will be substantially limited by our
limited ability to finance future acquisitions. Accordingly, we have changed our
business plan for the time being from aggressive acquisition growth to
integrating our existing 18 companies.
On a very selective basis, we plan to make some smaller acquisitions in
geographic areas in which we have other locations when we believe we can quickly
integrate these acquisitions into our existing operations. Our growth depends in
part on our ability to acquire and successfully integrate these smaller
companies. We may not be able to identify additional businesses to buy, or these
businesses may not be available at reasonable prices. Also, if we fail to
integrate the acquired businesses successfully or if we pay too high of a
purchase price for these businesses, our growth prospects, financial condition
and results of operations could be materially and adversely impacted. In
addition, our acquisition strategy subjects us to the following risks:
5
<PAGE>
o the acquired businesses may fail to achieve the financial results we
expected and therefore fail to justify our investment in them; or
o we may be unable to retain key personnel of the acquired businesses.
WE HAVE LIMITED ABILITY TO FINANCE ANY ADDITIONAL ACQUISITIONS.
We had intended to use our common stock for a substantial portion of the
consideration for future acquisitions. Our common stock, however, has not
maintained a sufficient market value so that we are willing to use it for
acquisitions since issuing our stock at current prices would dilute our existing
stockholders. Accordingly, for the nine acquisitions we completed in the third
and fourth quarters of 1998, we used our cash resources and loans from the
sellers which are subordinate to our bank lenders. Our ability to use cash and
additional debt to finance acquisitions, however, is limited by the financial
covenants in our credit facility that prohibit us from increasing our total debt
over specified multiples of our historical cash flow. In addition, if we want to
use cash or subordinated debt for future acquisitions, we will have to seek
additional capital through issuing additional shares of our stock or finding
additional sources of loans. If we seek to issue additional shares of our stock
or find additional loans, we are unsure whether we could do so at all or whether
we could do so at prices acceptable to us. Accordingly, our ability to grow
through acquisitions will be limited unless (i) the market price of our common
stock rises to levels that will make acquisitions accretive to our earnings,
(ii) we can generate excess cash flow that we can use for acquisitions, or (iii)
we can issue additional shares of our stock or find additional loans on
acceptable terms.
We are currently in compliance with the financial covenants in our credit
facility. We anticipate that we may need to restructure these financial
covenants during the third quarter of 1999, and we are in discussions with our
lenders for this purpose. We believe that our lenders will agree to restructure
the financial covenants in our credit facility, although we anticipate that the
interest rate on our facility may increase.
THE IMPROVEMENT IN PARTS QUALITY MAY REDUCE DEMAND FOR OUR PRODUCTS.
The quality of parts manufactured for heavy duty vehicles and equipment
has steadily improved over time. This improvement may extend the useful lives
and warranties of those parts and may reduce demand for our products and
services by decreasing the frequency of replacement or refurbishment of those
parts. A reduction in demand for our products and services could have a material
adverse effect on our business, financial condition and results of operations.
WE FACE SIGNIFICANT COMPETITION.
We operate in a highly competitive environment. We compete against local,
regional and national companies in the heavy duty parts and repair industry,
including other independent distributors, original equipment manufacturers
("OEMs"), OEM-authorized dealerships and independent repair shops. Our
competition risks include the following:
- current and potential competitors may have financial, personnel and
other resources substantially greater than ours to finance acquisition
and opportunities;
- our competitors may have lower overhead cost structures and may be able
to provide their parts and services at lower rates than us;
- OEMs are in a position to offer incentives to heavy duty vehicle owners
to return to OEM-authorized dealerships for heavy duty vehicle parts
and repair , which could adversely affect our ability to compete; and
- some owners of leased fleets may have sufficient leverage to purchase
replacement parts directly from component manufacturers or to negotiate
higher discounts from us.
6
<PAGE>
WE DEPEND ON OUR EXECUTIVE OFFICERS, KEY ASSOCIATES AND A WELL TRAINED
SALES force.
Our performance depends upon the efforts of our key associates, especially
our executive officers and operating management. The loss of any of our
executive officers, operating management or other key associates could have a
material adverse effect on our business, financial condition or results of
operations. In addition, the successful implementation and management of our
growth and expansion strategies will depend on our ability to continue to
attract and retain qualified associates. We may not be able to continue to
attract new associates or to retain key associates in companies we acquire.
Heavy duty vehicle parts are specialized, and we depend on a knowledgeable and
experienced sales force to select and sell the proper parts to our customers.
Our ability to grow our business will partially depend upon hiring, training,
motivating and retaining a skilled work force. We do not maintain key man life
insurance.
ECONOMIC AND INDUSTRY FLUCTUATIONS OUTSIDE OF OUR CONTROL MAY AFFECT OUR
SALES.
We sell many of our products to customers in industries that experience
fluctuations in demand based on economic conditions, energy prices, consumer
demand and other factors. The trucking industry has historically been highly
cyclical as a result of various economic factors such as:
- excess capacity in the industry;
- competition from other forms of transportation;
- the availability of qualified drivers;
- changes in fuel prices and the supply of fuel;
- increases in fuel or energy taxes;
- interest rate fluctuations;
- insurance costs;
- fluctuations in the resale value of equipment;
- economic recession; and
- downturn in customers' business cycles and shipping requirements.
We have little or no control over these economic or industry specific factors.
We may not be able to increase or maintain our level of sales in periods of
economic stagnation or downturn.
POTENTIAL EXPOSURE TO ENVIRONMENTAL LIABILITIES.
Our operations are subject to various environmental laws and regulations,
including those dealing with the handling and disposing of waste products,
hazardous substances, fuel storage and air quality. As a result of past and
future operations at our facilities, we may be required to incur environmental
remediation costs and other cleanup expenses. In addition, we cannot be certain
that we will be able to identify or be indemnified for all potential
environmental liabilities relating to any acquired business.
FOREIGN CURRENCY FLUCTUATIONS.
A portion of our sales are billed and collected in Mexican and Canadian
currencies. Additionally, substantially all of the operating expenses related to
our foreign locations in Mexico and Canada are incurred in a foreign currency.
Consequently, our reported financial results are affected by fluctuations of
these foreign currencies against the U.S. dollar. We periodically perform
foreign currency hedging to reduce our risk with foreign currencies.
7
<PAGE>
SEASONALITY.
Weather extremes cause increased wear in truck parts and breakdowns of
trucks and trailers; however, extreme weather, particularly during winter
months, could inhibit general business activity. In addition, unusually warm
weather during the winter months will inhibit the need for our parts and
services. These seasonal trends may cause fluctuations in earnings.
Additionally, our quarterly results may be materially affected by the timing of
acquisitions, variations in the margins of products sold and services performed
during any particular quarter, the timing and size of any acquisitions, and
regional economic conditions. Accordingly, our operating results in any
particular quarter may not indicate the results that you can expect for any
other quarter or for the entire year.
CAUTIONARY STATEMENT ON FORWARD LOOKING STATEMENTS
Some of the statements contained in this prospectus under "Summary" and
"Risk Factors," and in the documents incorporated by reference, are
forward-looking made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. In essence, forward-looking statements
are predictions of future events. Although we would not make forward-looking
statements unless we believe we have a reasonable basis for doing so, we cannot
guarantee their accuracy and actual results may differ materially from those we
anticipated due to a number of uncertainties, many of which we are not aware. We
urge you to consider the risks and uncertainties discussed under "Risk Factors"
and in the other documents filed with the SEC that we have referred you to in
evaluating our forward-looking statements.
You should understand also that we have no plans to update our
forward-looking statements. Our forward-looking statements are accurate only as
of the date of this prospectus, or in the case of forward-looking statements in
documents incorporated by reference, as of the date of those documents.
We identify forward-looking statements with the words "plans," "expects,"
"anticipates," "estimates," "will," "should" and similar expressions. Examples
of our forward-looking statements may include statements related to:
- our plans, objectives, expectations and intentions;
- when we will complete certain actions, such as the installation of our
computer systems; and
- the amount and timing of future business and future revenues from
certain contracts or arrangements with customers.
SELLING STOCKHOLDERS
The following table lists:
- the name of each selling stockholder;
- the number of shares of common stock that the selling stockholders
beneficially owned as of September 2, 1999;
- the maximum number of shares of common stock that the selling
stockholders may offer under this prospectus; and
- the number and percentage of shares of common stock that the selling
stockholders will beneficially own if all of the shares that may be
offered this prospectus are sold.
This information is based on each selling stockholder's representations to us.
The shares of common stock being offered are being registered to permit public
secondary trading, and the selling stockholders may offer all or some of the
shares from time to time.
8
<PAGE>
<TABLE>
<CAPTION>
PERCENTAGE
NUMBER OF SHARES MAXIMUM NUMBER OF SHARES BENEFICIALLY
NAME OF BENEFICIALLY OWNED NUMBER OF SHARES BENEFICIALLY OWNED OWNED FOLLOWING
BENEFICIAL OWNER PRIOR TO OFFERING(1) OFFERED(2)(3) FOLLOWING OFFERING OFFERING(4)
- ---------------- --------------------- ---------------- ------------------ ---------------
<S> <C> <C> <C> <C>
Jaqueline Agu 2,013.4437 2,013.4437 0 *
Wayne Allen 7,658.8874 7,658.8874 0 *
Harry Anderson 3,802.2290 3,802.2290 0 *
Stephen Au 6,307.5784 6,307.5784 0 *
Steven Ayers 7,015.9570 7,015.9570 0 *
Robert Baptiste 11,995.0338 10,537.0338 1,458 *
Steven Berger 1,809.2818 1,809.2818 0 *
William Bernal 3,859.1956 3,859.1956 0 *
George Boulden 5,095.1515 5,095.1515 0 *
Paul Brioso 3,800.3835 3,800.3835 0 *
Robert Brock 2,671.5185 2,671.5185 0 *
Michael Camilleri 2,122.2608 2,122.2608 0 *
Raul Campos 408.0679 408.0679 0 *
Frederick 2,399.4804 2,399.4804 0 *
Eleanor Chevere 3,392.9657 3,392.9657 0 *
Duncan Conaway 2,699.0898 2,699.0898 0 *
Rudy Cueto 6,851.7064 6,851.7064 0 *
Carol Daugherty 4,287.9234 4,287.9234 0 *
George Dawson 3,142.8636 3,142.8636 0 *
Ginette Dertina 3,106.0137 3,106.0137 0 *
Jesus Diaz 572.0079 572.0079 0 *
Michael Domingo 4,440.2672 4,440.2672 0 *
Randall Domingo 2,700.6588 2,700.6588 0 *
Donald Douglas 4,717.2599 4,717.2599 0 *
Marshall Falk 972.7569 972.7569 0 *
Robert Feiring 358.0088 358.0088 0 *
Juan Fonseca 3,034.3512 3,034.3512 0 *
Gerald Foor 688.8034 688.8034 0 *
Anthony Fraijo 6,545.6622 6,545.6622 0 *
Michael French 3,106.1140 3,106.1140 0 *
Sanford Fujishige 7,673.7157 7,673.7157 0 *
Gerath Fukuya 687.6168 687.6168 0 *
Dereck Furuta 4,091.8973 4,091.8973 0 *
Edward Garcia 3,191.2727 3,191.2727 0 *
Gregory Gasser 2,564.7361 2,564.7361 0 *
Donald Gearing 3,335.6949 3,335.6949 0 *
Eleazar Godinez 3,778.2927 3,778.2927 0 *
Raymond Gomez 4,161.2768 4,161.2768 0 *
Mary Kaye Guarino 2,986.1461 2,986.1461 0 *
Robert Hatfield 3,380.7262 3,380.7262 0 *
David Hayes 3,527.4133 3,527.4133 0 *
Gregory Henderson 4,163.9196 4,163.9196 0 *
Shelby Hensley 4,216.3188 4,216.3188 0 *
Abel Hernandez 406.5855 406.5855 0 *
Anne Hollinger 4,950.8150 4,950.8150 0 *
James Hughes 4,459.5666 4,459.5666 0 *
Robert Hussey 6,592.9631 6,592.9631 0 *
Mashahiro Inaba 9,789.7252 9,789.7252 0 *
Theodore Ingmire 1,033.4065 1,033.4065 0 *
Robert Jenkins 2,707.4878 2,707.4878 0 *
Thomas Jolly 4,704.8560 4,704.8560 0 *
Edith Kahele 816.2381 816.2381 0 *
Collin Kaneshi 4,728.5182 4,728.5182 0 *
Thomas Ketchum 536,463.9767(5) 21,126.9767(5) 515,337(5) 2.9%
Ricky Kirk 5,279.3035 5,279.3035 0 *
Edward Kosyzk 2,865.9322 2,865.9322 0 *
Greg Kusunoki 9,695.9227 9,695.9227 0 *
Brian Leighton 6,818.7077 6,818.7077 0 *
Manuel Leos 2,722.3834 2,722.3834 0 *
Robert Levkulich 1,474.6204 1,474.6204 0 *
9
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PERCENTAGE
NUMBER OF SHARES MAXIMUM NUMBER OF SHARES BENEFICIALLY
NAME OF BENEFICIALLY OWNED NUMBER OF SHARES BENEFICIALLY OWNED OWNED FOLLOWING
BENEFICIAL OWNER PRIOR TO OFFERING(1) OFFERED(2)(3) FOLLOWING OFFERING OFFERING(4)
- ---------------- --------------------- ---------------- ------------------ ---------------
<S> <C> <C> <C> <C>
Ellen Lowe 4,182.1604 4,182.1604 0 *
David Mada 2,476.4180 2,476.4180 0 *
Dale Malone 3,420.1998 3,420.1998 0 *
Gustavo Martinez 6,008.7411 6,008.7411 0 *
Max Mayeda 8,095.6124 8,095.6124 0 *
Michael McKnight 2,431.1519 2,431.1519 0 *
Patrick McMillan 2,884.1022 2,884.1022 0 *
Richard Melgoza 3,019.3337 3,019.3337 0 *
Kenneth Morihara 3,749.6983 3,749.6983 0 *
Marsha Munday 8,451.0792 8,451.0792 0 *
Larry Ogborn 615.0461 615.0461 0 *
Steven Okamura 61,247.5062(6) 16,514.5062 44,733(6) *
Kenneth Okimura 8,295.8470 8,295.8470 0 *
Mark Pierce 5,564.4461 5,564.4461 0 *
Dennis Porath 2,544.1276 2,544.1276 0 *
Kenneth Purdy 3,168.5377 3,168.5377 0 *
Carl Pymm 8,647.2273 8,647.2273 0 *
Roger Rittenhouse 7,029.6434 7,029.6434 0 *
Abelardo Rivera 2,269.4225 2,269.4225 0 *
Daniel Sakata 3,989.3955 3,989.3955 0 *
Joani Sakata 6,298.4655 6,298.4655 0 *
George Seyller 4,245.6758 4,245.6758 0 *
Nelson Silva 3,396.9392 3,396.9392 0 *
Matthew Simao 2,654.5561 2,654.5561 0 *
Iris Sisneros 5,011.9040 5,011.9040 0 *
Albert Smith 3,962.1990 3,962.1990 0 *
Frank Smith 343.9119 343.9119 0 *
Johnnie Smith 7,128.7797 7,128.7797 0 *
Howard Sugamoto 7,280.6351 7,280.6351 0 *
Ben Taba 3,441.3140 3,441.3140 0 *
Russell Taba 5,358.0806 5,358.0806 0 *
Lonny Tabor 2,358.8427 2,358.8427 0 *
Emil Terrazas 2,035.1902 2,035.1902 0 *
Linda Trainor 3,819.2698 3,819.2698 0 *
Robert Troy 3,059.3062 3,059.3062 0 *
Theophile Vandeput 2,962.1844 2,962.1844 0 *
Gordon Wamke 3,667.2685 3,667.2685 0 *
Charles Weston 27,503.6887 17,538.6887 9,965 *
Jack Weston 4,665.1489 4,665.1489 0 *
Vince White 3,127.3366 3,127.3366 0 *
Thomas Williams 3,341.0248 3,341.0248 0 *
James Willis 1,067.3884 1,067.3884 0 *
Jake Winters 1,829.3116 1,829.3116 0 *
Wayne Wold 3,832.5222 3,832.5222 0 *
Thomas Work 501,193.9719(7) 21,126.9719 480,067(7) 2.7%
Artemio Zapanta 2,624.9974 2,624.9974 0 *
Francisco Zapanta 3,440.4326 3,440.4326 0 *
(Trustees of Charles W. 481,025(8) 481,025(8) -- --
Carter Co. ESOP)
</TABLE>
- ----------------
* Represents less than one percent of the outstanding shares of TransCom
common stock.
(1) As of September 2, 1999, all shares of common stock shown as beneficially
owned by the selling stockholders were held by the Charles W. Carter Co.
ESOP, which has been terminated and the proceeds of which are expected to
be distributed on or before September 30, 1999. Prior to such distribution,
each selling stockholder will have the option, with respect to all or part
of its shares, to (i) roll the shares into the TransCom Savings Plus Plan,
(ii) receive the shares outright or (iii) take cash in lieu of the shares.
If a selling stockholder chooses the cash option described in (iii) above,
the trustees of the Carter Co. ESOP will sell the shares in the open market
on behalf of such stockholder.
10
<PAGE>
Accordingly, the trustees are also listed as selling stockholders in this
table. This method of sale is described more fully in "Plan of
Distribution."
(2) This registration statement also shall cover any additional shares of
TransCom common stock which become issuable in connection with the shares
registered for sale hereby by reason of any stock dividend, stock split,
recapitalization or other similar transaction effected without the receipt
of consideration which results in an increase in the number of outstanding
shares of common stock.
(3) At the election of a selling stockholder, the trustees of the Charles W.
Carter Co. ESOP may sell all or part of such stockholder's shares on the
open market for the benefit of such stockholder. The exact number of shares
is indeterminate at this time because the stockholders have not yet made
their election. Accordingly, the maximum number of shares that may be sold
by the trustees on behalf of the stockholders is listed.
(4) Assumes no sales are effected by the selling stockholders during the
offering period other than pursuant to this prospectus.
(5) Includes 10,705 shares owned by Mr. Ketchum's spouse, an aggregate of
35,270 shares owned by Mr. Ketchum's two minor daughters, and 334,947
shares issuable to Mr. Ketchum upon conversion of warrants to purchase
shares of common stock.
(6) Includes 31,662 shares held in a trust of which Mr. Okamura is the trustee
and his minor children are the beneficiaries.
(7) Includes 334,947 shares issuable to Mr. Work upon conversion of warrants to
purchase shares of common stock.
(8) Thomas A. Work, Thomas H. Ketchum and Steven N. Okamura, solely in their
capacity as co-trustees of the Charles W. Carter Co. ESOP.
Except as set forth below, no selling stockholder is a director, executive
officer or over 10% shareholder of TransCom:
Thomas A. Work has been a director of TransCom since June 1998 when the
Company completed its initial public offering. In addition, Mr. Work is
the President of one of the Company's subsidiaries, Charles W. Carter
Co.-Hawaii, Inc. and the Co-Chairman of another subsidiary, Charles W.
Carter Co.
PLAN OF DISTRIBUTION
RESALES BY SELLING STOCKHOLDERS
Transportation Components, Inc. is registering the shares on behalf of the
selling stockholders. Any or all of the selling stockholders (including the
trustees of the Charles W. Carter Co. ESOP, acting on behalf of some or all of
the selling stockholders) may offer the shares from time to time, either in
increments or in a single transactions. The selling stockholders may also decide
not to sell all the shares they are allowed to sell under this prospectus. The
selling stockholders will act independently of us in making decisions with
respect to the timing, manner and size of each sale.
DONEES AND PLEDGEES
The term "selling stockholders" includes donees, person who receive shares
from the selling stockholders after the date of this prospectus by gift. The
term also includes pledgees, persons who, upon
11
<PAGE>
contractual default by the selling stockholders, may seize shares which the
selling stockholders pledged to such persons. If the selling stockholders notify
us that a donee or pledgee intends to sell more than 500 shares, we will file a
supplement to this prospectus.
COSTS AND COMMISSIONS
We will pay all costs, expenses and fees in connection with the
registration of the shares. The selling stockholders will pay all brokerage
commissions and similar selling expenses, if any, attributable to the sale of
shares.
TYPES OF SALE TRANSACTIONS
The selling stockholders will act independently of us in making decisions
with respect to the timing, manner and size of each sale. The selling
stockholders (including the trustees of the Charles W. Carter Co. ESOP, acting
on behalf of some or all of the selling stockholders) may sell the shares in one
or more types of transactions (which may include block transactions):
o on the NYSE,
o in negotiated transactions,
o through the writing of options on shares,
o short sales, or
o any combination of such methods of sale.
The shares may be sold at a fixed offering price, which may be changed, or
at market prices prevailing at the time of sale, or at negotiated prices. Such
transactions may or may not involve brokers or dealers.
SALES TO OR THROUGH BROKER-DEALERS
The selling stockholders may either sell shares directly to purchasers, or
sell shares to, or through, broker-dealers. These broker-dealers may act either
as an agent of the selling stockholders, or as a principal for the
broker-dealer" own account. Such broker-dealers may receive compensation in the
form of discounts, concessions, or commissions from the selling stockholders
and/or the purchasers of shares. This compensation may be received both if the
broker-dealer acts as an agent or as a principal. This compensation might also
exceed customary commissions.
The selling stockholders may enter into hedging transactions with
broker-dealers in connection with distributions of the shares or otherwise. In
such transactions, broker-dealers may engage in short sales of the shares in the
course of hedging the positions they assume with selling stockholders. The
selling stockholders also may sell shares short and re-deliver the shares to
close out such short positions. The selling stockholders may enter into option
or other transactions with broker-dealers which require the delivery to the
broker-dealer of the shares. The broker-dealer may then resell or otherwise
transfer such shares pursuant to this prospectus. The selling stockholders also
may loan or pledge the shares to a broker-dealer. The broker-dealer may sell the
shares so loaned, or upon a default the broker-dealer may sell the pledged
shares pursuant to this prospectus.
DEEMED UNDERWRITING COMPENSATION
The selling stockholders and any broker-dealers that act in connection
with the sale of shares might be deemed to be "underwriters" within the meaning
of Section 2(a)(11) of the Securities Act. Any commissions received by such
broker-dealers, and any profit on the resale of shares sold by them while acting
as principals, could be deemed to be underwriting discounts or commissions under
the Securities Act.
12
<PAGE>
INDEMNIFICATION
The selling stockholders may agree to indemnify any agent, dealer or
broker-dealer that participates in transactions involving sales of shares
against certain liabilities, including liabilities arising under the Securities
Act.
PROSPECTUS DELIVERY REQUIREMENTS
Because a selling stockholder may be deemed an underwriter, the selling
stockholder must deliver this prospectus and any supplements to this prospectus
in the manner required by the Securities Act. This might include delivery
through the facilities of the NYSE in accordance with Rule 153 under the
Securities Act. We have informed the selling stockholders that their sales in
the market may be subject to the anti-manipulation provisions of Regulation M
under the Exchange Act.
STATE REQUIREMENTS
Some states require that any shares sold in that state only be sold
through registered or licensed brokers or dealers. In addition, some states
require that the shares have been registered or qualified for sale in that
state, or that there exists an exemption from the registration or qualification
requirements and that the exemption has been complied with.
SALES UNDER RULE 144
The selling stockholders may also resell all or a portion of the shares in
open market transactions in reliance upon Rule 144 under the Securities Act. To
do so, the selling stockholders must meet the criteria and comply with the
requirements of Rule 144.
DISTRIBUTION ARRANGEMENTS WITH BROKER-DEALERS
If the selling stockholders notify us that any material arrangement has
been entered into with a broker-dealer for the sale of shares through:
o a block trade,
o special offering,
o exchange distribution or secondary distribution, or
o a purchase by a broker or dealer.
then we will file, if required, a supplement to this prospectus under Rule
424(b) under the Securities Act.
The supplement will disclose, to the extent required:
o the name of such selling stockholder and of the participating
broker-dealer(s),
o the number of shares involved,
o the price at which such shares were sold,
o the commissions paid or discounts or concessions allowed to such
broker-dealer(s), where applicable,
o that such broker-dealer(s) did not conduct any investigation to verify
the information set out or incorporated by reference in this
prospectus, and
o any other facts material to the transaction.
13
<PAGE>
USE OF PROCEEDS
We will not receive any proceeds from the sale of our common stock by the
selling stockholders.
LEGAL MATTERS
Bracewell & Patterson, L.L.P. from time to time acts as counsel for
Transportation Components, Inc. and its subsidiaries.
EXPERTS
The financial statements of Transportation Components, Inc. incorporated
by reference in this prospectus and elsewhere in the registration statement, to
the extent and for the periods indicated in their reports, have been audited by
Arthur Andersen LLP, independent public accountants, and are incorporated by
reference in reliance upon the authority of said firm as experts in giving said
reports.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any document we file at the
SEC's public reference rooms at 450 Fifth Street, N.W., Washington, D.C., 20549,
Chicago, Illinois and New York, New York. Please call the SEC at 1-800-SEC-0330
for further information on the public reference rooms. Our SEC filings are also
available to the public on the SEC's Website at HTTP://WWW.SEC.GOV.
We have filed with the SEC a registration statement on Form S-8 under the
Securities Act of 1933, as amended, with respect to the common stock offered in
connection with this prospectus. This prospectus does not contain all of the
information set forth in the registration statement. We have omitted parts of
the registration statement in accordance with the rules and regulations of the
SEC. For further information with respect to us and the common stock, you should
refer to the registration statement. Statements contained in this prospectus as
to the contents of any contract or other document are not necessarily complete
and, in each instance, you should refer to the copy of such contract of document
filed as an exhibit to or incorporated by reference in the registration
statement. Each statement as to the contents of such contract or document is
qualified in all respects by such reference. You may obtain copies of the
registration statement from the SEC's principal office in Washington, D.C. upon
payment of the fees prescribed by the SEC, or you may examine the registration
statement without charge at the offices of the SEC described above.
The SEC allows us to "incorporate by reference" the information that we
file with it, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus, and information that we file later
with the SEC will automatically update and supersede this information. We
incorporate by reference the following documents:
- Our Annual Report on Form 10-K for the fiscal year ended December 31,
1998;
- Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31,
1999 and June 30, 1999; and
- The description of our common stock contained in our Registration
Statement on Form 8-A dated June 1, 1998.
14
<PAGE>
We also incorporate by reference any future filings made with the SEC
under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
as amended, prior to the termination of the offering to which this prospectus
relates.
You may request a copy of any of these filings, at no cost, by writing or
telephoning us at the following address:
Transportation Components, Inc.
Three Riverway, Suite 200
Houston, Texas 77056
Tel: (713) 332-2508
Attn: Investor Relations
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT (OR ANY
SUPPLEMENT) OR THAT WE HAVE REFERRED YOU TO. WE HAVE NOT AUTHORIZED ANYONE ELSE
TO PROVIDE YOU WITH DIFFERENT INFORMATION. YOU SHOULD NOT ASSUME THAT THE
INFORMATION IN THIS PROSPECTUS OR ANY SUPPLEMENT IS ACCURATE AS OF ANY DATE
OTHER THAN THE DATE ON THE FRONT OF THOSE DOCUMENTS.
THIS PROSPECTUS IS PART OF A REGISTRATION STATEMENT WE FILED WITH THE SEC.
YOU SHOULD RELY ONLY ON THE INFORMATION OR REPRESENTATIONS PROVIDED IN THIS
PROSPECTUS. WE HAVE AUTHORIZED NO ONE TO PROVIDE YOU WITH DIFFERENT INFORMATION.
THE SELLING STOCKHOLDERS DESCRIBED IN THIS PROSPECTUS ARE NOT MAKING AN OFFER IN
ANY JURISDICTION WHERE SUCH OFFER IS NOT PERMITTED. YOU SHOULD NOT ASSUME THAT
THE INFORMATION IN THIS PROSPECTUS IS ACCURATE AS OF ANY DATE OTHER THAN THE
DATE OF THIS PROSPECTUS.
15
<PAGE>
================================================================================
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION
OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN, OR INCORPORATED BY REFERENCE IN,
THIS PROSPECTUS, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS
DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF
THE SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE
ANY IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT TO THE DATE HEREOF, OR THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS
OF THE COMPANY SINCE SUCH DATE.
TABLE OF CONTENTS
Page
Summary ................................................................ 2
Risk Factors ........................................................... 4
Cautionary Statement
Regarding Forward-
Looking Statements ................................................... 8
Selling Stockholders ................................................... 8
Plan Of Distribution ................................................... 11
Use Of Proceeds ........................................................ 14
Legal Matters .......................................................... 14
Experts ................................................................ 14
Where You Can Find
More Information ....................................................... 14
================================================================================
TRANSPORTATION COMPONENTS, INC.
COMMON STOCK
----------
PROSPECTUS
----------
SEPTEMBER 3, 1999
================================================================================
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Transportation Components, Inc., a Delaware corporation, ("the Company"),
hereby incorporates by reference into this registration statement (the
"Registration Statement"):
(i) the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1998;
(ii) the Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1999 and June 30, 1999;
(iii) the description of the Company's Common Stock contained in the
Company's Form 8-A, filed June 1, 1998;
(iv) all other reports filed by the Company pursuant to Section
13(a) or 15(d) of the Securities and Exchange Act of 1934, as
amended, since December 31, 1998.
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities and Exchange Act of 1934,
as amended, subsequent to the filing date of this Registration Statement and
prior to the filing of a post-effective amendment to this Registration Statement
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law (the "DGCL") permits a
corporation to 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 a director, officer, employee or agent of the corporation or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses, judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action.
In an action brought to obtain a judgment in the corporation's favor,
whether by the corporation itself or derivatively by a stockholder, the
corporation may only indemnify for expenses, including attorney's fees, actually
and reasonably incurred in connection with the defense or settlement of such
action, and the
17
<PAGE>
corporation may not indemnify for amounts paid in satisfaction of a judgment or
in settlement of the claim. In any such action, no indemnification may be paid
in respect of any claim, issue or matter as to which such person shall have been
adjudged liable to the corporation except as otherwise approved by the Delaware
Court of Chancery or the court in which the claim was brought. In any other type
of proceeding, the indemnification may extend to judgments, fines and amounts
paid in settlement, actually and reasonably incurred in connection with such
other proceeding, as well as to expenses.
The statute does not permit indemnification unless the person seeking
indemnification has acted in good faith and in a manner reasonably believed to
be in, or not opposed to, the best interests of the corporation and, in the case
of criminal actions or proceedings, the person had no reasonable cause to
believe his conduct was unlawful. The statute contains additional limitations
applicable to criminal actions and to actions brought by or in the name of the
corporation. The determination as to whether an employee or agent (who is not
then a director or officer of the corporation) seeking indemnification has met
the required standard of conduct may be made by any person or persons having
authority to act on the matter. The determination as to whether a director or
officer seeking indemnification has met the required standard shall be made (1)
by a majority vote of a quorum of disinterested members of the board of
directors, (or a committee thereof) (2) by independent legal counsel in a
written opinion, if such a quorum does not exist or if the disinterested
directors so direct, or (3) by the stockholders.
The Company's Certificate of Incorporation requires the Company to
indemnify its directors and officers to the fullest extent permitted by Section
145 of the DGCL. The Company's Bylaws provide that the Company shall indemnify
any officer of director from any lawsuit or other proceeding based upon the fact
that such person was an officer or director of the Company, and authorize the
advance payment of expenses. In addition, the Company maintains liability
insurance for its directors and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Arthur Andersen LLP
24.1 Power of Attorney (included on the signature page hereto)
An opinion of counsel (Exhibit No. 5) is not being filed since (i) the
securities being offered are not original issuance securities, and (ii) the
TransCom Savings Plus Plan will be qualified under Section 401 of the Internal
Revenue Code and will be submitted to the Internal Revenue Service and will make
all changes required by the Internal Revenue Service in order to qualify the
Plan under Section 401 of the Internal Revenue Code.
An annual report on Form 11-K is not being filed since the TransCom
Savings Plus Plan has not been in existence for at least 90 days prior to the
filing date.
18
<PAGE>
ITEM 9. UNDERTAKINGS.
A. UNDERTAKING TO UPDATE
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in this Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high and of the estimated maximum
offering range may be reflected in the form of a prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 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 this
Registration Statement; PROVIDED, HOWEVER, that paragraphs
(A)(1)(i) and (A)(1)(ii) of this section do not apply if the
information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the Exchange
Act, that are incorporated by reference in this Registration
Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to
Tbe 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. UNDERTAKING WITH RESPECT TO DOCUMENTS INCORPORATED BY REFERENCE
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
19
<PAGE>
C. UNDERTAKING WITH RESPECT TO INDEMNIFICATION
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the 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.
[Signature Page Follows]
20
<PAGE>
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, as
amended, the registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements of filing on Form S-8 and has duly authorized
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the city of Houston, state of Texas, on this 31st
day of August, 1999.
TRANSPORTATION COMPONENTS, INC.
By: /s/ T. MICHAEL YOUNG
T. Michael Young, Chief Executive Officer
We, the undersigned directors and officers of Transportation Components,
Inc., constitute and appoint T. Michael Young or Paul E. Pryzant, or either of
them, our true and lawful attorneys and agents, to do any and all acts and
things in our name and on our behalf in our capacities as directors and
officers, and to execute any and all instruments for us and in our names in the
capacities indicated below, which said attorneys and agents, or either of them,
may deem necessary or advisable to enable said corporation to comply with the
Securities Act of 1933, as amended, and any rules, regulations and requirements
of the Securities and Exchange Commission, in connection with the filing of this
Registration Statement, including specifically without limitation, power and
authority to sign for any of us, in our names in the capacities indicated below,
any and all amendments hereto; and we do each hereby ratify and confirm all that
the said attorneys and agents, or either of them, shall do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated on August 31, 1999.
SIGNATURE TITLE
/s/ T. MICHAEL YOUNG Chairman of the Board and Chief
T. Michael Young Executive Officer
/s/ MAC MCCONNELL Chief Financial Officer and
Mac Mcconnell Director (Principal Accounting
Officer)
/s/ LOUIS J. BOGGEMAN, JR. Director
Louis J. Boggeman, Jr.
/s/ HENRY B. COOK, JR. Director
Henry B. Cook, Jr.
21
<PAGE>
/s/ THOMAS A. WORK Director
Thomas A. Work
/s/ PETER D. LUND Director
Peter D. Lund
/s/ EVERETT W. PETRY Director
Everett W. Petry
/s/ RODOLFO A. DUEMICHEN Director
Rodolfo A. Duemichen
/s/ RONALD G. SHORT Director
Ronald G. Short
/s/ MAURA L. BERNEY Director
Maura L. Berney
/s/ JOHN R. OREN Director
John R. Oren
/s/ LAWRENCE K. KING Director
Lawrence K. King
/s/ I. T. CORLEY Director
I. T. Corley
22
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Arthur Andersen LLP
24.1 Power of Attorney (included on the signature page hereto)
23
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our reports dated March 1, 1999
on the financial statements of Transportation Components Group, Amparts Group,
Plaza Automotive, Inc. and Driveline, Inc. included in the exhibits to
Transportation Components, Inc.'s Form 10-K for the year ended December 31,
1998, and our report dated March 1, 1999 on the consolidated financial
statements of Transportation Components, Inc. and subsidiaries included in
Transportation Components, Inc.'s Annual Report on Form 10-K for the year ended
December 31, 1998 and to all references to our Firm included in this
registration statement.
/s/ ARTHUR ANDERSEN LLP
Arthur Andersen LLP
Houston, Texas
August 30, 1999
24
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our report dated November 13,
1998 on our audits of the consolidated financial statements of Perfection Group
included as an exhibit to Transportation Components, Inc.'s Annual Report on
Form 10-K for the year ended December 31, 1998 and to all references to our Firm
included in this registration statement.
/s/ ARTHUR ANDERSEN LLP
Arthur Andersen LLP
Oklahoma City, Oklahoma
August 31, 1999
25
