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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER
22, 1995 -----------------------------------REGISTRATION NO.
33-64099
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ECHLIN INC.
(Exact name of registrant as specified in its charter)
Connecticut 3714 06-0330448
- ----------- ---- ----------
(State of incorporation) (Primary (I.R.S.
Standard Employer
Industrial Identification
Classification Number)
Code Number)
100 DOUBLE BEACH ROAD
BRANFORD, CONNECTICUT 06405
(203-481-5751)
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive office)
--------------------------
JON P. LECKERLING
VICE PRESIDENT, GENERAL COUNSEL AND CORPORATE SECRETARY
100 DOUBLE BEACH ROAD
BRANFORD, CONNECTICUT 06405
(203-481-5751)
(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 effective date of this
Registration Statement.
If the only securities being registered on this Form are
being offered in connection with the formation of a holding
company and there is compliance with General Instruction G, check
the following box. / /
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Connecticut by statute provides for indemnification of
directors, officers, shareholders, employees and agents of a
corporation. Under Sec. 33-320a of the Connecticut Stock
Corporation Act (the "Act"), a corporation is required to
indemnify a director against judgments and other expenses of
litigation when he is sued by reason of his being a director in
any proceeding brought, other than on behalf of the corporation,
if the director:
(1) is successful on the merits in defense, or
(2) acted in good faith and in a manner
reasonably believed to be in the best interests of the
corporation, or
(3) in a criminal action or proceeding, has no
reasonable cause to believe his conduct was unlawful.
In a proceeding brought on behalf of a corporation (a
derivative action), a director is entitled to be indemnified by
the corporation for reasonable expenses of litigation, if the
director is finally adjudged not to have breached his duty to the
corporation. In addition, a director is entitled to
indemnification for both derivative and non-derivative actions,
if a court determines, upon application, that the director is
fairly and reasonably entitled to be indemnified.
A Connecticut corporation may not provide for
indemnification in any manner inconsistent with the statutory
indemnification provisions (which, however, expressly allow a
corporation to procure insurance providing greater
indemnification.)
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The Registrant maintains a directors and officers liability
insurance policy which insures the Registrant's directors and
officers against claims and liabilities arising out of negligent
errors or omissions in the course of the performance of their
official duties, including claims and liabilities arising under
the securities laws of the United States and states of applicable
jurisdiction. Fraudulent and willful acts are excluded.
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The Registrant's Certificate of Incorporation provides by
amendment that a person who is or was a director of the
corporation shall have no personal liability to the corporation
or its shareholders for monetary damages for any breach of duty
in such capacity in excess of the compensation received by the
director for serving the corporation during the year of
violation.
The amendment was adopted to implement changes to Section
33-290 of the Act, effective October 1, 1989. Under this change
in the law, a Connecticut corporation may amend its Certificate
of Incorporation to limit the personal liability of directors to
the corporation or its shareholders for monetary damages for
breach of duty in their capacity as directors.
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The limitation may not be to an amount less than the
compensation received by the director for serving the corporation
during the year of the violation and director liability cannot be
limited if the violation:
(1) involved a knowing and culpable violation of
law by the director;
(2) enabled the director or an associate to
receive an improper personal economic gain;
(3) showed a lack of good faith and a conscious
disregard for the duty of the director to the
corporation under circumstances in which the director
was aware that his conduct or omission created an
unjustifiable risk of serious injury to the
corporation;
(4) constituted a sustained and unexcused pattern
of inattention that amounted to an abdication of the
director's duty to the corporation; or
(5) created a liability under Section 33-321,
which relates to directors who vote for any
distribution of assets of a corporation to its
shareholders in violation of the Act.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
2. -Agreement and Plan of Reorganization between Echlin
Inc., Echlin Acquisition, Inc. and American Electronic
Components, Inc., dated October 6, 1995. (Included as
Appendix A to the Joint Proxy Statement/Prospectus
hereto).
4(a) -By-Laws, as amended, filed as Exhibit 3(i) to Echlin's
Annual Report on Form 10-K for the fiscal year ended
August 31, 1991, is incorporated herein by reference.
4(b) -Certificate of Incorporation, filed as Exhibit
3(3)(ii) to Echlin's Annual Report on Form 10-K for the
fiscal year ended August 31, 1987, is incorporated
herein by reference.
4(c) -Certificate of Amendment amending the Certificate of
Incorporation to Establish Series A Cumulative
Participating Preferred Stock, filed as Exhibit
3(3)(iii) to Echlin's Annual Report on Form 10-K for
the fiscal year ended August 31, 1989, is incorporated
herein by reference.
4(d) -Certificate of Amendment, amending the Certificate of
Incorporation, to limit the liability of directors for
monetary damages under certain circumstances, filed as
Item 2 to Echlin's 1989 Annual Proxy Statement, is
incorporated herein by reference.
4(e) -Rights Agreement, dated as of June 21, 1989, between
Echlin and the Connecticut Bank and Trust Company,
N.A., as Rights Agent, which includes the form of
Amendment to the company's Certificate of Incorporation
as Exhibit A, the form of Rights Certificate as Exhibit
B and the Summary of Rights to Purchase Preferred Stock
as Exhibit C, filed as Exhibit 1 to Echlin's Current
Report on Form 8-K dated June 21, 1989, is incorporated
herein by reference.
II-2
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4(f) -Successor Rights Agent Agreement between Echlin and
The First National Bank of Boston appointing The First
National Bank of Boston as successor Rights Agent to
replace the Connecticut Bank and Trust Company, N.A. as
Rights Agent, filed as Exhibit 3(3)(iv) to Echlin's
Annual Report on Form 10-K for the fiscal year ended
August 31, 1990, is incorporated herein by reference.
5. -Opinion of Jon P. Leckerling, Esq. as to the legality
of the Common Stock being offered under this
Registration Statement.
24(a) -Consent of Price Waterhouse LLP.
24(b) -Consent of Counsel. (Included in Exhibit 5 hereto).
24(c) -Consent of The Chicago Corporation.
25. -Powers of Attorney. (Included on the signature page
hereto).
99. -Opinion of The Chicago Corporation with respect to the
fairness, from a financial point of view, of the
consideration to be received pursuant to the Agreement
and Plan of Reorganization between Echlin Inc., Echlin
Acquisition, Inc. and American Electronic Components,
Inc. dated October 6, 1995 (to be attached as Appendix
B to the Joint Proxy Statement/Prospectus hereto).
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ITEM 22. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(a) (1) To file, during any period in which
offers or sales are being made, a post-effective
amendment to this Registration Statement;
(i) To include any prospectus required by
section 10(a)(3) of the Securities Act of 1933, as
amended (the "Securities Act");
(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 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 Securities Exchange Act of 1934, as
amended (the "Exchange Act"), that are incorporated by reference
in the Registration Statement.
(2) That, for the purpose of determining any
liability under the Securities Act, 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 which
remain unsold at the termination of the offering.
(b) That, for purposes of determining any liability
under the Securities Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section
15(d) of the Exchange Act) 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.
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(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
Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
(d) The Registrant hereby undertakes to respond to
requests for information that is incorporated by reference
into the prospectus pursuant to Item 4, 10(b), 11, or 13 of
this form, within one business day of receipt of such
request, and to send the incorporated documents by first
class mail or other equally prompt means. This includes
information contained in documents filed subsequent to the
effective date of the Registration Statement through the
date of responding to the request.
(e) The Registrant hereby undertakes to supply by
means of a post-effective amendment all information
concerning a transaction, and the company being acquired
involved therein, that was not the subject of and included
in the Registration Statement when it became effective.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant has duly caused this Amendment No. 1 to the
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Branford, Connecticut,
on the 22nd day of November, 1995.
ECHLIN INC.
By: /s/ Frederick J. Mancheski
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Frederick J. Mancheski
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this Amendment No. 1 to the Registration Statement has been
signed by the following persons in the capacities* indicated on
the 22nd day of November, 1995.
Name Title
---- -----
Principal Executive Officer:
**
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Frederick J. Mancheski Chairman of the Board and
Chief Executive Officer;
Director
Principal Accounting Officer:
**
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Richard A. Wisot Vice President And Controller
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**
- --------------------------
C. Scott Greer President and Director
**
- --------------------------
D. Allan Bromley Director
**
- --------------------------
John F. Creamer, Jr. Director
**
- --------------------------
Milton P. DeVane Director
**
- --------------------------
John E. Echlin, Jr. Director
**
- --------------------------
John F. Gustafson Director
**
- --------------------------
Donald C. Jensen Director
**
- --------------------------
Trevor O. Jones Director
**
- --------------------------
Phillip S. Myers Director
**
- --------------------------
Jerome G. Rivard Director
*The position of Chief Financial Officer of the Company is
presently vacant.
** /s/ Edward D. Toole
- --------------------------
Edward D. Toole
Attorney-in-Fact
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EXHIBIT INDEX
Exhibit
No. Description
- ------- -----------
2. -Agreement and Plan of Reorganization between
Echlin Inc., Echlin Acquisition, Inc. and
American Electronic Components, Inc., dated
October 6, 1995. (Included as Appendix A to
the Join Proxy Statement/Prospectus hereto).
5. -Opinion of Jon P. Leckerling, Esq. as to the
legality of the Common Stock being offered under
this Registration Statement.
24(a) -Consent of Price Waterhouse LLP.
24(b) -Consent of Counsel. (Included in Exhibit 5
hereto).
24(c) -Consent of The Chicago Corporation.
25. -Powers of Attorney. (Included on the signature
page hereto).
99. -Opinion of The Chicago Corporation with respect
to the fairness, from a financial point of view,
of the consideration to be received pursuant to
the Agreement and Plan of Reorganization between
Echlin Inc., Echlin Acquisition, Inc. and American
Electronic Components, Inc. dated October 6, 1995
(to be attached as Appendix B to the Joint Proxy
Statement/Prospectus hereto).
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THE CHICAGO CORPORATION
EXHIBIT 24(C)
November 21, 1995
Board of Directors
American Electronic Components, Inc.
1010 North Main Street
Elkhart, IN 46514
Reference is hereby made to the opinion of The Chicago
Corporation dated October 6, 1995 (the "Opinion") which was
delivered for the information of the Board of Directors of
American Electronic Components, Inc., an Indiana corporation (the
"Company") in connection with the proposed merger of the Company
with and into a wholly owned subsidiary of Echlin Inc. The
Opinion is attached as Appendix B to the Joint Proxy
Statement/Prospectus of Echlin Inc. and the Company dated
November 28, 1995 (the "Joint Proxy Statement/Prospectus").
We hereby consent to the reference to our Opinion under the
captions "Reasons for the Merger; Recommendation of the Company's
Board of Directors" and "Opinion of the Company's Financial
Advisor", and to the inclusion of our Opinion, in the Joint Proxy
Statement/Prospectus. In giving such consent, we do not thereby
admit that we come within the category of persons whose consent
is required under Section 7 of the Securities Act of 1933, as
amended, or the rules and regulations of the Securities and
Exchange Commission thereunder.
Very truly yours,
THE CHICAGO CORPORATION
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THE CHICAGO CORPORATION
EXHIBIT 99
November 21, 1995
Board of Directors
American Electronic Components, Inc.
1010 North Main Street
Elkhart, IN 46514
Members of the Board:
You have asked us to advise you with respect to the
fairness, from a financial point of view, to the holders of
shares of Common Stock, no par value of American Electronic
Components, Inc., an Indiana corporation (the "Company") of the
consideration to be received by such holders in the merger (the
"Merger") pursuant to an Agreement and Plan of Reorganization
("Reorganization Agreement"), dated as of October 6, 1995, by and
among, the Company, Echlin Inc. a Connecticut corporation
("Echlin"), and Echlin Acquisition, Inc., a Delaware corporation
("Sub") and a direct wholly owned subsidiary of Echlin.
The Reorganization Agreement provides that each share of the
Company's Common Stock issued and outstanding immediately prior
to the consummation of the Merger shall be exchanged for an
amount of Echlin Common Stock, $1 par value, to be determined by
the quotient of $13.625 divided by the Base Price (as defined in
the Reorganization Agreement) of Echlin Common Stock (the
"Consideration").
In arriving at our opinion, we have reviewed certain
publicly available business and financial information relating to
the Company and Echlin. In addition to the Reorganization
Agreement, we have also reviewed certain other information,
including financial forecasts for the Company, provided to us by
the Company, and have met with the Company's and Echlin's senior
management to discuss the business and prospects of the Company
and Echlin. We have also considered: (i) certain financial and
stock market data of the Company and Echlin and compared that
data with similar data for other publicly held companies which we
deemed relevant; (ii) the financial terms of certain other
business combinations which have recently been effected; and
(iii) such other information, financial studies, analyses and
investigations and financial, economic and market criteria which
we deemed relevant.
In connection with our review, we have not assumed any
responsibility for independent verification of any of the
foregoing information and have relied on its being complete and
accurate in all material respects. With respect to the financial
forecasts, we have assumed that they have been reasonably
prepared on bases reflecting the best currency available
estimates and judgments of the Company's management as to the
future financial performance of the Company. In addition, we
have not made an independent evaluation or appraisal of the
assets of the Company, nor have we been furnished with any such
evaluation or appraisals. There has been no public solicitation
of indications of interest in a possible acquisition of the
Company. However, in connection with our engagement, we have
made several inquiries of third parties concerning their possible
interest in a transaction with the Company.
We have acted as financial advisor to the Company in
connection with the Merger and will receive a fee for our
services, including rendering this opinion, a significant portion
of which is contingent upon the consummation of the Merger.
In the past, The Chicago Corporation has separately
performed certain investment banking services for the Company and
received customary fees for such services. In the ordinary
course of our business, The Chicago Corporation and its
affiliates may actively trade securities of both the Company and
Echlin for their own account and for the accounts of customers
and, accordingly, may at any time hold a long or short position
in such securities.
It is understood that this letter is delivered for the
information of the Board of Directors of the Company in its
consideration of the Merger. This letter does not constitute a
recommendation to any stockholder with respect to whether to vote
in favor of the Merger. Furthermore, we express no opinion as to
the price or trading range at which shares of Echlin Common Stock
will trade in the future.
Based upon and subject to the foregoing, it is our opinion
that, as of the date hereof, the Consideration to be received by
the shareholders of the Company in the Merger is fair to such
shareholders from a financial point of view.
Very truly yours,
THE CHICAGO CORPORATION
