<PAGE> 1
As filed with the Securities and Exchange Commission on April 29, 1994.
Registration No. 33-
-------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________
BEARINGS, INC.
(Exact name of Registrant as specified in its charter)
OHIO 34-0117420
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
3600 EUCLID AVE.
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)
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the Registration Statement becomes effective.
If the only securities being registered on this form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [x]
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
=================+============+===============+===================+==================
| | Proposed | Proposed |
| Amount | Maximum | Maximum | Amount of
Title of Shares | to be |Aggregate Price| Aggregate | Registration
to be Registered | Registered | Per Unit | Offering Price(1) | Fee
- -----------------+------------+---------------+-------------------+------------------
<S> | <C> | <C> | <C> | <C>
Common Stock, | 200,000 | $32.75 | $6,550,000 | $2,258.62
Without Par | | | |
Value | | | |
=================+============+===============+===================+==================
<FN>
(1) Calculated in accordance with Rule 457(c) on the basis of the average of the
high and low prices reported for the Common Stock on the New York Stock
Exchange, Inc. on April 22, 1994.
</TABLE>
================================================================================
The registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the Registration
Statement shall become effective on such date as the Commission acting
pursuant to such Section 8(a), may determine.
Sequential page 1 of 16; Exhibit Index is on sequential page 13.
<PAGE> 2
BEARINGS, INC.
200,000 SHARES OF COMMON STOCK
This Prospectus relates to 196,097 shares (the "Shares") of Common
Stock, without par value ("Company's Common Stock") owned by Seventy-Seven,
Inc. (formerly Mainline Industrial Distributors, Inc.), a Wisconsin corporation
("Seventy-Seven") and an additional 3,903 shares of the Company's Common Stock
that may be issuable by the Company to Seventy-Seven (the "Additional Shares").
See "The Selling Shareholder." The purpose of this Prospectus is to permit
Seventy-Seven or its successors and assignees (collectively, the "Selling
Shareholder") to offer, if it desires, for sale from time to time any of the
Shares or, if issued, the Additional Shares. Such sales, if any, may be in
open market ordinary brokerage transactions on the New York Stock Exchange,
Inc. (the "NYSE") or in privately negotiated transactions at market prices
prevailing at the time of sale or, in the case of private transactions, at
negotiated prices. Whether or not any such sales will be made and the timing
and amount of any sale is within the sole discretion of the Selling
Shareholder. The Company will not receive any of the proceeds from the sale of
the Shares or the Additional Shares. See "Plan of Distribution."
The Shares were acquired by Seventy-Seven pursuant to an Asset Purchase
Agreement dated as of March 10, 1994 (the "Purchase Agreement") providing for
the acquisition by ML Acquisition Co. (now known as Mainline Industrial
Distributors, Inc.), a wholly-owned subsidiary of the Company ("MLAC"), of
substantially all of the assets and liabilities of Seventy-Seven in
consideration of, among other things, the issuance by the Company of the
Shares. The Additional Shares may be issued by the Company to Seventy-Seven
pursuant to a post-closing adjustment to the purchase price provided for under
the Purchase Agreement. As of the date of the Prospectus, the Additional
Shares to be issued, if any, pursuant to such adjustment has not been
determined. The Shares and the Additional Shares are being registered pursuant
to the terms of the Purchase Agreement.
The Shares and the Additional Shares will be listed on the NYSE. On
April 25, 1994, the average high and low sale price of the Company's Common
Stock on the NYSE was $33.125.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
The date of this Prospectus is April 28, 1994
- 1 -
<PAGE> 3
TABLE OF CONTENTS
-----------------
PAGE
----
Available Information . . . . . . . . . . . . . . . 2
Incorporation of Certain Information by Reference . 3
The Company . . . . . . . . . . . . . . . . . . . . 4
The Selling Shareholder . . . . . . . . . . . . . . 4
Use of Proceeds . . . . . . . . . . . . . . . . . . 5
Plan of Distribution . . . . . . . . . . . . . . . 5
Legal Matters . . . . . . . . . . . . . . . . . . . 6
Experts . . . . . . . . . . . . . . . . . . . . . . 6
No dealer, salesman, or any other person has been authorized to give any
information or to make any representations other than those contained in this
Prospectus in connection with the offering contained herein, and, if given or
made, such information or representations must not be relied upon as having
been authorized by the Company or the Selling Shareholder. This Prospectus
does not constitute an offer to sell or a solicitation of an offer to buy any
of the securities offered hereby to any person to whom it is unlawful to make
such offer or solicitation. Neither the delivery of this Prospectus nor any
sale hereunder shall, under any circumstances, create any implication that
there has been no change in the affairs of the Company since the date hereof.
AVAILABLE INFORMATION
---------------------
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports and other information with the Securities
and Exchange Commission (the "Commission"). Reports and other information
filed by the Company can be inspected and copied at the prescribed rates at the
public reference facilities maintained by the Commission at Judiciary Plaza,
450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, and at the regional
offices of the Commission located at 7 World Trade Center, 13th Floor, New
York, New York 10048, and The Citicorp Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661. Copies of such material can be obtained from
the Public Reference Section of the Commission at 450 Fifth
- 2 -
<PAGE> 4
Street, N.W., Room 1024, Washington, D.C. 20549, at prescribed rates.
The Company's Common Stock is traded on the NYSE. Reports, proxy and
information statements, and other information concerning the Company can be
inspected at the NYSE's offices at 20 Broad Street, New York, New York 10005.
This Prospectus constitutes part of a Registration Statement on Form S-3
(together with all amendments and exhibits thereto, the "Registration
Statement") filed by the Company with the Commission under the Securities Act
of 1933, as amended (the "Securities Act"). As permitted by the rules and
regulations of the Commission, this Prospectus omits certain information
contained in the Registration Statement. Statements contained in this
Prospectus or in any document incorporated by reference in this Prospectus are
summaries that are not necessarily complete and, in each instance, reference is
made to the copy of such document as filed. Each such statement is qualified
in its entirety by such reference. The Registration Statement, including
exhibits and schedules thereto, and documents or information incorporated by
reference may be inspected without charge at the offices of the Commission, and
copies of such materials may be obtained therefrom at prescribed rates.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
-------------------------------------------------
The Company incorporates by reference into this registration statement
the following documents:
(a) The Company's Annual Report on Form 10-K for the
year ended June 30, 1993.
(b)(1) The Company's Quarterly Report on Form 10-Q for
the period ended September 30, 1993.
(b)(2) The Company's Quarterly Report on Form 10-Q for
the period ended December 31, 1993.
(c) The description of the Company's Common Stock,
without par value, contained in the Company's
Registration Statement on Form 8-B dated October
18, 1988.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14, or 15(b) of the Exchange Act after the date of this Registration Statement
and prior to the termination of the offering of the shares shall be deemed to
be incorporated by reference and to be part of this Prospectus from the date of
such documents.
- 3 -
<PAGE> 5
Any statement contained in a document incorporated by reference in this
Prospectus shall be deemed to be modified or superseded for all purposes to the
extent that a statement contained in this Prospectus, or in any other
subsequently filed document that also is incorporated by reference, modifies or
replaces such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this Prospectus.
The Company will provide without charge to each person receiving a copy
of this Prospectus, upon that person's written or oral request, a copy (without
exhibits, unless those exhibits are specifically incorporated by reference into
the documents that this Prospectus incorporates) of any documents incorporated
by reference in this Prospectus. Requests for copies should be directed to
Robert C. Stinson, Vice President-General Counsel and Secretary, Bearings,
Inc., 3600 Euclid Ave., Cleveland, Ohio 44115, telephone (216) 881-8900.
THE COMPANY
-----------
Bearings, Inc., an Ohio corporation, and its four wholly-owned operating
subsidiaries, Bruening Bearings, Inc., a Kentucky corporation, Dixie Bearings,
Incorporated, a Tennessee corporation, King Bearing, Inc., a California
corporation, and Mainline Industrial Distributors, Inc., a Wisconsin
corporation, are in the business of selling and distributing bearings,
electrical, mechanical and fluid power transmission components, industrial
rubber products and industrial specialty items manufactured by others.
Bearings, Inc. and its wholly-owned operating subsidiaries are hereafter
referred to as the "Company," unless the context indicates otherwise. As of
March 15, 1994, the Company employed approximately 4100 people. The Company's
executive offices are located at 3600 Euclid Avenue, Cleveland, Ohio. The
Company and predecessor companies have been engaged in this business since
1923. Bearings, Inc. was originally incorporated under the laws of the State
of Delaware in 1928 and reincorporated from Delaware to Ohio in 1988.
THE SELLING SHAREHOLDER
-----------------------
The Shares were acquired and the Additional Shares may be acquired by
Seventy-Seven pursuant to an Asset Purchase Agreement dated as of March 10,
1994 (the "Purchase Agreement"), providing for the acquisition by MLAC of
substantially all of the assets and liabilities of Seventy-Seven in
consideration of, among other things, the issuance to Seventy-Seven by the
Company of the Shares. Ten percent (10%) (19,610) of the Shares are held in an
escrow account by National City Bank, Cleveland, Ohio, as Escrow
- 4 -
<PAGE> 6
Agent, pursuant to an Escrow Agreement (the "Escrow Agreement") entered into in
connection with the transaction provided for in the Purchase Agreement. Until
the expiration of the term of the escrow account, the proceeds of any sale of
the escrowed Shares by the Selling Shareholder will be deposited into the
escrow account to be held in accordance with the Escrow Agreement.
Pursuant to the Purchase Agreement, the Company agreed to register the
Shares and the Additional Shares, including the shares held by the Escrow Agent
under the Escrow Agreement, under the Securities Act of 1933, as amended.
As of March 31, 1994, the Shares represented approximately
2.6% of the outstanding Company Common Stock, and the Shares together with the
Additional Shares, if issued, represented approximately 2.7% of the outstanding
Company Common Stock. Prior to the issuance of the Shares in connection with
the closing of the transaction contemplated by the Purchase Agreement,
Seventy-Seven did not hold any shares of Common Stock of the Company.
USE OF PROCEEDS
---------------
The Selling Shareholder will offer the Shares and, if issued, the
Additional Shares, including the shares held by the Escrow Agent under the
Escrow Agreement, as principal for its own account. The Company will receive
none of the proceeds of any such sale.
PLAN OF DISTRIBUTION
--------------------
The purpose of this Prospectus is to permit the Selling Shareholder to
offer for sale or to sell its Shares and, if issued, the Additional Shares at
such time and at such prices as it, in its sole discretion, chooses. The
Company will not receive any proceeds from these offerings or sales.
The distribution of shares by the Selling Shareholder, if any, may be
effected from time to time in one or more transactions (which may include block
transactions) on the open market in ordinary brokerage transactions on the
NYSE, on which the Common Stock is listed, in privately negotiated
transactions, or in a combination of such methods of sale, at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or at prices otherwise negotiated. The Selling Shareholder may effect
such transactions by selling shares to or through broker-dealers, and such
broker-dealers may receive compensation in the form of underwriting discounts,
concessions or commission from the Selling Shareholder and/or the
- 5 -
<PAGE> 7
purchasers of shares for whom such broker-dealers may act as agent. The
Selling Shareholder and any broker-dealers that participate in the distribution
of the Shares and, if issued, the Additional Shares may be deemed to be
"underwriters" within the meaning of Section 2(11) of the Securities Act of
1933 and any commission received by them and any profit on the resale of shares
sold by them may be deemed to be underwriting discounts and commissions.
One or more supplemental prospectuses will be filed pursuant to Rule 424
under the Securities Act of 1933 to describe any material arrangement for the
resale of the Shares, if and when such arrangements are entered into by the
Selling Shareholder and any broker-dealers that participate in the distribution
of the Shares.
To the extent necessary to comply with certain state securities laws, if
applicable, the Selling Shareholder has advised the Company that the Shares,
and, if issued, the Additional Shares will be sold in such jurisdictions only
through registered or licensed brokers or dealers. In addition, in certain
states the Shares and, if issued, the Additional Shares may not be offered for
sale or sold unless the Shares and, if issued, the Additional Shares have been
registered or qualified for sale in such states or an exemption from
registration or qualification is available and complied with.
LEGAL MATTERS
-------------
The validity of the Shares and, if issued, the Additional Shares will be
passed upon by Thompson, Hine and Flory, 1100 National City Bank Building,
Cleveland, Ohio 44114.
EXPERTS
-------
The consolidated financial statements and related consolidated financial
statement schedules incorporated in this prospectus by reference from the
Company's Annual Report on Form 10-K for the year ended June 30, 1993 have been
audited by Deloitte & Touche, independent auditors, as stated in their reports,
which are incorporated herein by reference, and have been so incorporated in
reliance upon the reports of such firm given upon their authority as experts in
accounting and auditing.
- 6 -
<PAGE> 8
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The Company will bear the entire cost of the estimated expenses, as set
forth in the following table, in connection with the distribution of the
securities covered by this Registration Statement.
Securities and Exchange Commission fee . . . . . . $ 2,258.62
Legal fees and expenses. . . . . . . . . . . . . . 5,000.00
Miscellaneous . . . . . . . . . . . . . . . . . . 200.00
----------
Total . . . . . . . . . . . . . . . . . . . . . 7,458.62
==========
Any additional expenses in connection with the distribution of the
Shares being registered, including commissions, shall be borne by the Selling
Shareholder.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Pursuant to Section 1701.13(E) of the Ohio Revised Code, the Company
will indemnify any director or officer and any former director or officer of
the Company, against expenses, including attorneys' fees, judgments, fines and
amounts paid in settlement, actually and reasonably incurred by him or her by
reason of the fact that he or she is or was such a director or officer, in
connection with any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, to the
full extent permitted by applicable law.
Section 29 of the Code of Regulations of the Company provides that the
Company shall indemnify any person who is or was a director or officer of the
Company or who is serving at the request of the Company as a director, officer
or trustee of another enterprise (and his heirs, executors and administrators)
against expenses (including attorneys' fees, judgments, fines and amounts paid
in settlement) actually and reasonably incurred by him or her by reason of the
fact that he or she was such director, officer or trustee in connection with
any threatened, pending or contemplated action, suit or proceeding, whether
civil, criminal, administrative or investigative to the full extent and
according to the procedures and requirements of the Ohio Revised Code as the
same may be in effect from time to time.
The Company has purchased insurance policies indemnifying its officers
and directors and the officers and directors of its subsidiaries against claims
and liabilities (with stated
II-1
<PAGE> 9
exceptions) to which they may become subject by reason of their positions with
the Company as officers and directors.
The Company has also entered into agreements with its directors and
certain of its officers which indemnify them against claims and liabilities to
which they may become subject by reason of their position with the Company.
ITEM 16. EXHIBITS
(4)(a) Amended and Restated Articles of Incorporation of Bearings, Inc.
filed with the Ohio Secretary of State on October 18, 1988
(reference is made to Exhibit (4)(a) to the Bearings, Inc. Form
8-K dated October 21, 1988, SEC File No. 1-2299, which exhibit is
incorporated herein by reference).
(4)(b) Code of Regulations of Bearings, Inc. adopted September 6, 1988
(reference is made to Exhibit (4)(b) to the Bearings, Inc. Form
8-K dated October 21, 1988, SEC File No. 1-2299, which exhibit is
incorporated herein by reference).
(4)(c) Certificate of Amendment of Amended and Restated Articles of
Incorporation of Bearings, Inc. filed with the Ohio Secretary of
State on October 27, 1988 (reference is made to Exhibit (4)(c) to
the Bearings, Inc. Form 10-Q for the Quarter ended September 30,
1988, SEC File No. 1-2299, which exhibit is incorporated herein
by reference).
(4)(d) Certificate of Merger of Bearings, Inc. (Ohio) and Bearing, Inc.
(Delaware) filed with the Ohio Secretary of State on October 18,
1988 (reference is made to Exhibit (4) to the Bearings, Inc.
Annual Report on Form 10-K for the fiscal year ended June 30,
1989, SEC File No. 1-2299, which exhibit is incorporated herein
by reference).
(4)(e) Certificate of Amendment of Amended and Restated Articles of
Incorporation of Bearings, Inc. filed with the Ohio Secretary of
State on October 17, 1990 (reference is made to Exhibit (4)(e) to
the Bearings, Inc. Form 10-Q for the quarter ended September 30,
1990, SEC File No. 1-2299, which exhibit is incorporated herein
by reference).
II-2
<PAGE> 10
(4)(f) $80,000,000 Maximum Aggregate Principal Amount Note
Purchase and Private Shelf Facility dated October 31,
1992 between Bearings, Inc. and The Prudential Insurance
Company of America (reference is made to Exhibit (4)(f)
to the Bearings, Inc. Form 10-Q for the quarter ended
September 30, 1992, SEC File No. 1-2299, which exhibit is
incorporated herein by reference).
(5) Opinion of Thompson, Hine and Flory as to the legality of
the securities registered.
(23)(a) Consent of Deloitte & Touche.
(23)(b) Consent of Thompson, Hine and Flory (contained in
Exhibit 5).
ITEM 17. UNDERTAKINGS
(a) 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
the 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.
Provided, however, that paragraphs a(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3, Form S-8, and the
information required to be included in a
II-3
<PAGE> 11
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
Securities Exchange Act of 1934 that are incorporated by reference 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) 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 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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.
(c) 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 issues.
II-4
<PAGE> 12
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Cleveland, State of Ohio, on the 28th day of
April, 1994.
BEARINGS, INC.
By:/s/ John C. Dannemiller
--------------------------
John C. Dannemiller
Chairman of the Board and
Chief Executive Officer
By:/s/ John R. Whitten
--------------------------
John R. Whitten
Vice President-Finance and
Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
- --------- ----- ----
/s/ John C. Dannemiller Chairman of the April 28 , 1994
- ----------------------- Board, Chief Executive ----------
John C. Dannemiller Officer and Director
/s/ John C. Robinson President, Chief April 28 , 1994
- -------------------- Operating Officer ----------
John C. Robinson and Director
/s/ John R. Whitten Vice President- April 28 , 1994
- ------------------- Finance and Treasurer ----------
John R. Whitten (Principal Financial
Officer)
II-5
<PAGE> 13
/s/ Mark O. Eisele Controller April 28 , 1994
- ------------------------ (Principal Accounting -----------
Mark O. Eisele Officer)
/s/ William G. Bares Director April 28 , 1994
- ------------------------ -----------
William G. Bares
/s/ William E. Butler Director April 28 , 1994
- ------------------------ -----------
William E. Butler
/s/ Russel B. Every Director April 28 , 1994
- ------------------------ -----------
Russel B. Every
/s/ Russell R. Gifford Director April 28 , 1994
- ------------------------ -----------
Russell R. Gifford
/s/ L. Thomas Hiltz Director April 28 , 1994
- ------------------------ -----------
L. Thomas Hiltz
/s/ John J. Kahl Director April 28 , 1994
- ------------------------ -----------
John J. Kahl
/s/ George L. LaMore Director April 28 , 1994
- ------------------------ -----------
George L. LaMore
/s/ Jerry Sue Owens Director April 28 , 1994
- ------------------------ -----------
Jerry Sue Owens
*By:__________________
Attorney-in-Fact
Dated ________________, 1994
II-6
<PAGE> 14
EXHIBIT INDEX
-------------
Page in
Registration
Statement
------------
(4)(a) Amended and Restated Articles of Incorporation *
of Bearings, Inc. filed with the Ohio Secretary
of State on October 18, 1988.
(4)(b) Code of Regulation of Bearings, Inc. adopted *
September 6, 1988.
(4)(c) Certificate of Amendment of Amended and *
Restated Articles of Incorporation of Bearings,
Inc. filed with the Ohio Secretary of State on
October 27, 1988.
(4)(d) Certificate of Merger of Bearings, Inc. (Ohio) *
and Bearings, Inc. (Delaware) filed with the
Ohio Secretary of State on October 18, 1988.
(4)(e) Certificate of Amendment of Amended and *
Restated Articles of Incorporation of Bearings,
Inc. filed with the Ohio Secretary of State on
October 17, 1990.
(4)(f) $80,000,000 Maximum Aggregate Principal Amount *
Note Purchase and Private Shelf Facility dated
October 31, 1992 between Bearings, Inc. and The
Prudential Insurance Company of America.
(5) Opinion of Thompson, Hine and Flory as to the
legality of the securities registered.
(23)(a) Consent of Deloitte & Touche.
(23)(b) Consent of Thompson, Hine and Flory (contained N/A
in Exhibit 5).
______________________________________________
* Incorporated herein by reference; see Item 8
II-7
<PAGE> 1
EXHIBIT 5
April 28, 1994
Bearings, Inc.
3600 Euclid Avenue
Cleveland, Ohio 44115
Gentlemen:
In connection with the filing by Bearings, Inc. (the
"Corporation") with the Securities and Exchange Commission (the "Commission")
under the provisions of the Securities Act of 1933, as amended, of a Form S-3
Registration Statement (the "Registration Statement") with respect to 196,097
shares of Common Stock, without par value, of the Corporation (the "Shares")
issued and any additional 3,903 shares of Common Stock, without par value, of
the Corporation (the "Additional shares") that may be issued in connection with
the closing of the transaction contemplated by the Asset Purchase Agreement
dated as of March 10, 1994 among the Corporation, ML Acquisition Co., Mainline
Industrial Distributors, Inc. and those persons listed in Schedule 4.1 thereto
(the "Purchase Agreement"), we have examined the following:
1. The Amended and Restated Articles of
Incorporation and the Code of Regulations of the Corporation, as
presently in effect.
2. Such records of corporate proceedings
and such other documents as we deemed it necessary to examine as a
basis for the opinions hereinafter expressed.
3. The form of the Registration Statement to
be filed with the Commission.
4. Copies of the Purchase Agreement and the
records of the proceedings of the Board of Directors of the
Corporation and of the shareholders of the Corporation relating to the
approval and adoption thereof.
Based upon the foregoing and legal matters which we
deem relevant, we are of the opinion that:
<PAGE> 2
(a) The Corporation is a corporation duly
organized and validly existing under the laws of the State of Ohio.
(b) The Shares have been validly issued and are
fully paid and non-assessable.
(c) The Additional Shares, when issued as provided
for under the Purchase Agreement, will be validly issued, fully-paid,
and non-assessable.
This opinion is for use in connection with the filing
of the Registration Statement and may be relied upon by you and by the
Commission in connection therewith. It may not be relied upon by you or by the
Commission for any other purpose, or by any other individual or organization
for any purpose, without our prior written consent.
We consent to the filing of this opinion with the
Registration Statement and to the use of our name therein.
Very truly yours,
THOMPSON, HINE AND FLORY
<PAGE> 1
EXHIBIT 23(a)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in
this Registration Statement of Bearings, Inc. on Form S-3 of our reports dated
August 6, 1993, appearing in and incorporated by reference in the Annual Report
on Form 10-K of Bearings, Inc. for the year ended June 30, 1993, and to the
reference to us under the heading "Experts" in the Prospectus, which is part of
this Registration Statement.
DELOITTE & TOUCHE
Cleveland, Ohio
April 28, 1994
