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Registration No. 33-53345
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
Post-Effective Amendment No. 1
To
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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BEARINGS, INC.
(Exact name of registrant as specified in its charter)
3600 Euclid Avenue
Cleveland, Ohio 44115
(216) 881-8900
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
Robert C. Stinson
Vice President - General
Counsel and Secretary
3600 Euclid Avenue
Cleveland, Ohio 44115
(216) 881-8900
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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BEARINGS, INC.
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DECREASE OF AMOUNT OF SECURITIES
REGISTERED UNDER
REGISTRATION STATEMENT NO. 33-53345
On April 29, 1994, Bearings, Inc., an Ohio
corporation ("Bearings"), filed with the Securities and Exchange Commission
(the "Commission") a registration statement on Form S-3 (No. 33-53345) (the
"Registration Statement") registering 200,000 of its shares of Common Stock,
without par value (the "Company's Common Stock"), under the Securities Act of
1933, as amended. The 200,000 shares were registered pursuant to an Asset
Purchase Agreement dated as of March 10, 1994 which, among other things,
provided for the issuance by the Company of 196,097 shares of the Company's
Common Stock and up to an additional 3,903 shares of the Company's Common Stock
to Seventy-Seven, Inc., a Wisconsin corporation (the "Selling Shareholder").
The Registration Statement became effective on May 13, 1994.
On May 31, 1994, the Company and the Selling
Shareholder amended the Asset Purchase Agreement to eliminate the post-closing
adjustment providing for the possible issuance of the 3,903 additional shares.
As a result of the elimination of the post-closing
adjustment, none of the 3,903 additional shares will be issued. The Company
hereby amends the Registration Statement to effect the de-registration of those
remaining 3,903 shares.
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, as amended, the Registrant certifies that it has reasonable grounds to
believe that it meets all the requirements for filing on Form S-3 and has duly
caused this Post-Effective Amendment No. 1 to the Registration Statement on
Form S-3 to be signed on its behalf by the undersigned pursuant to Rule
478(a)(4), thereunto duly authorized, in the City of Cleveland, and State of
Ohio, on the 16th day of June, 1994.
BEARINGS, INC.
By: /s/ Robert C. Stinson
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Robert C. Stinson,
Vice President - General
Counsel and Secretary
