<PAGE> 1
As filed with the Securities and Exchange Commission on August 13, 1996.
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-ADMINISTRATION, HUMAN RESOURCES, 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]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================================
Proposed Maximum
Title of Shares to be Registered Amount to be Proposed Maximum Aggregate Offering Amount of
Registered Aggregate Price Per Unit Price (1) Registration Fee
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, Without Par 255,141 $29.3125 $7,478,820.56 $2,578.90
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 August 9, 1996.
====================================================================================================================================
</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 15; Exhibit Index is on sequential page 11.
<PAGE> 2
BEARINGS, INC.
255,141 SHARES OF COMMON STOCK
This Prospectus relates to 255,141 shares (the "Shares") of Common
Stock, without par value ("Company's Common Stock") owned by Warren E. Hoffner
II and Warren E. Hoffner III (the "Hoffners"). See "The Selling Shareholders."
The purpose of this Prospectus is to permit the Hoffners or their successors and
assignees (collectively, the "Selling Shareholders") to offer, if they desire,
for sale from time to time any of the 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 Shareholders. The Company will not
receive any of the proceeds from the sale of the Shares. See "Plan of
Distribution."
The Shares were acquired by the Hoffners pursuant to a certain
Plan and Agreement of Merger, dated as of February 9, 1996 (the "Merger
Agreement"), providing for the merger of the Company's wholly-owned subsidiary,
ESI Acquisition Corporation ("ESI Acquisition"), and Engineered Sales
Associates, Inc. ("ESI"), a Missouri corporation whose sole shareholders were
the Hoffners. The Shares are being registered pursuant to the terms of a certain
Registration Rights Agreement dated February 9, 1996 (the "Registration Rights
Agreement") entered into by the parties in connection with the Merger Agreement.
The Shares will be listed on the NYSE. On August 9, 1996, the
average high and low sale price of the Company's Common Stock on the NYSE was
$29.3125.
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 August 13, 1996
<PAGE> 3
TABLE OF CONTENTS
-----------------
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information........................................................3
Incorporation of Certain Information by Reference............................4
The Company..................................................................4
The Selling Shareholders.....................................................5
Use of Proceeds..............................................................5
Plan of Distribution.........................................................5
Legal Matters ...............................................................6
Experts......................................................................6
</TABLE>
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 Shareholders. 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 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
- 3 -
<PAGE> 4
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, 1995.
(b)(1) The Company's Quarterly Report on Form 10-Q for the
period ended September 30, 1995.
(b)(2) The Company's Quarterly Report on Form 10-Q for the
period ended December 31, 1995.
(b)(3) The Company's Quarterly Report on Form 10-Q for the
period ended March 31, 1996.
(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.
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-Administration, Human Resources,
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 five wholly-owned
operating subsidiaries, Bruening Bearings, Inc., a Kentucky corporation, Dixie
Bearings, Incorporated, a Tennessee corporation, ESI Acquisition Corporation, an
Ohio 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.
- 4 -
<PAGE> 5
As of June 30, 1996, the Company employed approximately 4150
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 SHAREHOLDERS
------------------------
The Shares were acquired by the Hoffners pursuant to the terms of
the Merger Agreement, providing for the merger of ESI Acquisition and ESI. The
Hoffners were the sole shareholders of ESI, and acquired the Shares in
consideration of the merger of ESI Acquisition and ESI. In connection with the
acquisition of the Shares, the parties entered into the Registration Rights
Agreement, by which the Company agreed to register the Shares upon demand by the
Hoffners. The Hoffners made such demand on May 2, 1996.
As of June 30, 1996, the Shares represented approximately 2.0% of
the outstanding Company Common Stock. Prior to the issuance of the Shares in
connection with the closing of the transaction contemplated by the Merger
Agreement, the Hoffners did not hold any shares of Common Stock of the Company.
All Shares offered by the Selling Shareholders will be offered as principals for
the Selling Shareholders' own accounts. After completion of the offering, the
amount of Company Common Stock still held by the Selling Shareholders shall
represent approximately 2.0% of the outstanding Company Common Stock.
USE OF PROCEEDS
---------------
The Selling Shareholders will offer the Shares as principal for
their own accounts. 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
Shareholders to offer for sale or to sell their Shares at such time and at such
prices as they, in their sole discretion, choose. The Company will not receive
any proceeds from these offerings or sales.
The distribution of shares by the Selling Shareholders, 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 Shareholders 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 Shareholders and/or the purchasers of shares for whom such
broker-dealers may act as agent. The Selling Shareholders and any broker-dealers
that participate in the distribution of the 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 Shareholders 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 Shareholders has advised the Company that the
Shares will be sold in such jurisdictions
- 5 -
<PAGE> 6
only through registered or licensed brokers or dealers. In addition, in certain
states the Shares may not be offered for sale or sold unless the 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 will be passed upon by Squire, Sanders
& Dempsey, 4900 Key Tower, 127 Public Square, Cleveland, Ohio 44114-1304.
EXPERTS
-------
The consolidated financial statements and related consolidated
financial statement schedule incorporated in this prospectus by reference from
the Company's Annual Report on Form 10-K for the year ended June 30, 1995 have
been audited by Deloitte & Touche LLP, 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> 7
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.
<TABLE>
<S> <C>
Securities and Exchange Commission fee..............................$2,578.90
Legal fees and expenses.............................................$ 1200.00
Miscellaneous.......................................................$ 500.00
---------
Total.................................................$4,278.90
</TABLE>
Any additional expenses in connection with the distribution of the
Shares being registered, including commissions, shall be borne by the Selling
Shareholders.
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 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).
II-1
<PAGE> 8
(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).
(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).
(4)(g) Amendment to $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 (10) to
the Bearings, Inc. Form 10-Q for the quarter ended March
31, 1996, SEC File No. 1-2299, which exhibit is
incorporated herein by reference).
(5) Opinion of Squire, Sanders & Dempsey as to the legality of
the securities registered.
(23)(a) Consent of Deloitte & Touche LLP.
(23)(b) Consent of Squire, Sanders & Dempsey (contained in
Exhibit 5).
ITEM 17. UNDERTAKINGS
(a) 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.
II-2
<PAGE> 9
(b) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
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 6th day of August,
1996.
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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ John C. Dannemiller
- -------------------------------------------- Chairman of the Board, August 6, 1996
John C. Dannemiller Chief Executive Officer
Officer and Director
/s/ John C. Robinson
- -------------------------------------------- President, Chief Operating August 6, 1996
John C. Robinson Operating Officer and
Director
/s/ John R. Whitten
- -------------------------------------------- Vice President-Finance and August 6, 1996
John R. Whitten Finance and Treasurer
(Principal Financial
Officer)
/s/ Mark O. Eisele
- -------------------------------------------- Controller (Principal August 6, 1996
Mark O. Eisele Accounting Officer)
</TABLE>
II-3
<PAGE> 10
<TABLE>
<S> <C> <C>
/s/ William G. Bares
- -------------------------------------------- Director August 6, 1996
William G. Bares
/s/ William E. Butler
- -------------------------------------------- Director August 6, 1996
William E. Butler
/s/ Russel B. Every
- -------------------------------------------- Director August 6, 1996
Russel B. Every
/s/ Russel R. Gifford
- -------------------------------------------- Director August 6, 1996
Russel R. Gifford
/s/ L. Thomas Hiltz
- -------------------------------------------- Director August 6, 1996
L. Thomas Hiltz
/s/ John J. Kahl
- -------------------------------------------- Director August 6, 1996
John J. Kahl
/s/ Jerry Sue Thornton
- -------------------------------------------- Director August 6, 1996
Jerry Sue Thornton
- -------------------------------------------- Director ________, 1996
Roger D. Blackwell
</TABLE>
Dated August 6, 1996
II-4
<PAGE> 11
EXHIBIT INDEX
<TABLE>
<CAPTION>
Page in
Registration
Statement
---------
<S> <C> <C>
(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.
(4)(g) Amendment to $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 Squire, Sanders & Dempsey as to the 12
legality of the securities registered.
(23)(a) Consent of Deloitte & Touche LLP. 14
(23)(b) Consent of Squire, Sanders & Dempsey (contained N/A
in Exhibit 5).
<FN>
- ---------------------------------------
* Incorporated herein by reference; see Item 8
</TABLE>
II-5
<PAGE> 1
EXHIBIT 5
August 12, 1996
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 with respect to 255,141 shares of Common Stock, without par value, of
the Corporation, to be registered pursuant to the terms and conditions of the
Registration Rights Agreement, dated February 9, 1996, we are acting as counsel
for the corporation, and have examined the following:
(a) The Amended and Restated Articles of Incorporation of the
Corporation, as presently in effect;
(b) The Code of Regulations of the Corporation, as presently in
effect;
(c) The form of the Registration Statement to be filed with the
Commission;
(d) Copies of the Plan and Agreement of Merger, dated as of
February 9, 1996, the Registration Rights Agreement, dated as of February
9, 1996, and the record 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; and
(e) Such records of corporate proceedings and such other documents
as we deemed necessary as a basis for the opinions hereinafter expressed.
Based upon the foregoing and such legal considerations as we deemed
relevant, we are of the opinion that:
1. The Corporation is a corporation duly organized and validly
existing under the laws of the State of Ohio.
2. The Shares have been validly issued and are fully paid and
non-assessable.
<PAGE> 2
Bearings, Inc.
August 12, 1996
Page 2
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.
Respectfully submitted,
/s/ Squire, Sanders & Dempsey
Squire, Sanders & Dempsey
<PAGE> 1
EXHIBIT 23(a)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Bearings, Inc. on Form S-3 of our reports dated August 4, 1995, appearing in
and incorporated by reference in the Annual Report on Form 10-K of Bearings,
Inc. for the year ended June 30, 1995 and to the reference to us under the
heading "Experts" in the Prospectus, which is part of this Registration
Statement.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Cleveland, Ohio
August 9, 1996
