<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 29, 1995
REGISTRATION NO. 33-62295
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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EXIDE CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 23-0552730
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
1400 NORTH WOODWARD AVENUE
BLOOMFIELD HILLS, MICHIGAN 48304
(810) 258-0080
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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BERNARD F. STEWART
EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
EXIDE CORPORATION
1400 NORTH WOODWARD AVENUE
BLOOMFIELD HILLS, MICHIGAN 48304 (810) 258-0080
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
COPIES TO:
CARTER W. EMERSON
KIRKLAND & ELLIS
200 EAST RANDOLPH DRIVE
CHICAGO, ILLINOIS 60601 (312) 861-2052
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to
time after the effective date of this Registration Statement.
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]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
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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, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
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++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT +
+BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR +
+THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE +
+SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE +
+UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF +
+ANY SUCH STATE. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
PRELIMINARY PROSPECTUS, DATED SEPTEMBER 29, 1995
SUBJECT TO COMPLETION
593,210 SHARES
EXIDE CORPORATION
COMMON STOCK
($.01 PAR VALUE)
This Prospectus covers the sale from time to time of 593,210 issued and
outstanding shares (the "Shares") of Common Stock, $.01 par value, of Exide
Corporation (the "Company" or "Exide") by Heller Financial, Inc. (the "Selling
Stockholder"). See "Selling Stockholder." The Company will not receive any
proceeds from the sale of the Shares.
The Selling Stockholder has advised the Company that the Shares may be sold
by the Selling Stockholder in one or more transactions (which may involve one
or more block transactions) on the New York Stock Exchange, in sales occurring
in the public market of such Exchange, in separately negotiated transactions or
in a combination of such transactions; that each sale may be made either at
market prices prevailing at the time of such sale or at negotiated prices; that
some or all of the Shares may be sold through brokers acting on behalf of the
Selling Stockholder or to dealers for resale by such dealers; and that in
connection with such sales such brokers and dealers may receive compensation in
the form of discounts or commissions from the Selling Stockholder and may
receive commissions from the purchasers of Shares for whom they act as broker
or agent (which discounts and commissions are not anticipated to exceed those
customary in the types of transactions involved). Any broker or dealer
participating in any such sale may be deemed to be an "underwriter" within the
meaning of the Securities Act of 1933, as amended (the "Securities Act") and
will be required to deliver a copy of this Prospectus to any person who
purchases any of the Shares from or through such broker or dealer. See "Plan of
Distribution."
The Company has agreed to pay the cost of the registration of the Shares and
the preparation of this Prospectus and the Registration Statement under which
the Prospectus is filed. The expenses so payable by the Company are estimated
to be approximately $45,342.31.
The Common Stock of the Company is listed on the New York Stock Exchange
under the symbol EX. On August 28, 1995, the last reported sales price of the
Common Stock on the New York Stock Exchange was $50.50 per share.
SEE "RISK FACTORS" ON PAGE 3 HEREIN.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
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The date of this Prospectus is , 1995
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AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-3 (together with all
amendments and exhibits, the "Registration Statement") under the Securities Act
covering the sale of the Shares by the Selling Stockholder from time to time.
This Prospectus does not contain all of the information set forth in the
Registration Statement, certain parts of which are omitted in accordance with
the rules and regulations of the Commission. For further information, reference
is hereby made to the Registration Statement. Statements contained herein
concerning the provisions of any documents are not necessarily complete and, in
each instance, reference is made to the copy of such document filed as an
exhibit to the Registration Statement or otherwise filed with the Commission.
Each such statement is qualified in its entirety by such reference.
The Company is subject to the reporting requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Commission. The
Registration Statement, as well as such reports and other information filed by
the Company pursuant to the Exchange Act, may be inspected and copied (at
prescribed rates) at the public reference facilities maintained by the
Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at
the Regional Offices of the Commission at 75 Park Place, New York, New York
10007 and at Northwestern Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661. In addition, reports, proxy statements and other
information may be inspected at the offices of the New York Stock Exchange, 20
Broad Street, New York, New York 10005, upon which the Common Stock of the
Company is traded.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission (File No. 1-11263) are
incorporated herein by reference:
(i) the Company's Annual Report on Form 10-K for the fiscal year ended
March 31, 1995, as amended by the Company's Annual Report on Form 10-K/A
filed on July 21, 1995;
(ii) the Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended July 2, 1995 filed on August 16, 1995, as amended by the Company's
Quarterly Report on Form 10-Q/A filed on September 26, 1995, the Company's
Current Report on Form 8-K filed on September 29, 1995, the Company's
Current Report on Form 8-K filed on June 2, 1995, as amended by the
Company's Current Report on Form 8-K/A filed on July 31, 1995, and the
Company's Current Report on Form 8-K filed on November 1, 1994, as amended
by the Company's Current Report on Form 8-K/A filed on December 9, 1994;
and
(iii) the description of the Common Stock contained in the Company's
Registration Statement on Form S-1 (File No. 33-56581) filed on November
23, 1994.
All documents filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus
and prior to the termination of the sale of the shares offered hereby shall be
deemed to be incorporated by reference in this Prospectus and to be a part
hereof from the date of filing of such documents. Any statement contained
herein or in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes 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 to whom this
Prospectus is delivered, upon the written or oral request of such person, a
copy of any or all of the documents which have been or may be incorporated by
reference in this Prospectus, other than exhibits to such documents not
specifically described
2
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above. Requests for such documents should be directed to Bernard F. Stewart,
Executive Vice President and General Counsel, Exide Corporation, 1400 North
Woodward Avenue, Bloomfield Hills, Michigan, 48304, telephone (810) 258-0080.
RISK FACTORS
In addition to the other information contained in this Prospectus, the
following factors should be considered carefully in evaluating an investment in
the Shares offered by this Prospectus.
EUROPEAN ACQUISITIONS
The acquisition of B.I.G. Batteries Group Limited ("BIG"), Sociedad Espanola
del Acumulador Tudor, S.A. ("Tudor") and Compagnie Europeenne d Accumulateurs
S.A. ("CEAC") and the assumption of Gemala Battery Company Limited's ("Gemala
Battery") customers represent major investments in a region with which Exide
has had limited experience. The integration and consolidation of these separate
entities will require substantial management time and financial and other
resources, and may pose risks with respect to production, customer service and
market share. While the Company believes that it has sufficient financial and
management resources to accomplish the rationalization and integration of BIG,
Tudor and CEAC, and the integration of Gemala Battery's customer base, there
can be no assurance in this regard or that the Company will not experience
difficulties with customers, personnel or others.
BATTERY MARKET; PRICING PRESSURES; SEASONALITY
The replacement and original equipment manufacturing ("OEM") starting,
lighting and ignition ("SLI") battery and industrial battery markets in North
America and Europe are highly competitive and have seen consolidation.
Competition and increased pressure for cost reductions from large retail
customers in the SLI aftermarket and from automotive OEMs and other customers
in the industrial battery markets have resulted in declining prices over the
last several years. Pricing in the battery industry continues to be highly
competitive. Given the Company's leading market share in the North American SLI
battery aftermarket, pressure from competitors has become even more intense.
The battery business is subject to certain factors affecting pricing and
sales over which Exide has little or no control, such as the effect of weather
conditions on the demand for replacement automotive batteries and fluctuations
in the price of lead. In addition, the markets for the Company's products,
particularly SLI batteries for OEMs and industrial batteries, are affected
substantially by the health of the general economies of the countries and
regions in which Exide markets its products.
ENVIRONMENTAL MATTERS
The Company, particularly as a result of its manufacturing and secondary lead
smelting operations, is subject to numerous domestic and foreign environmental
and occupational safety and health laws and regulations and is exposed to
liabilities and compliance costs arising from its past and current handling,
processing, recycling, storing and disposing of hazardous substances and
hazardous wastes.
The Company may have insurance coverage for certain environmental remediation
costs arising out of business activities in the United States during the
periods the Company was insured under past comprehensive general liability
policies that it obtained prior to 1982. However, since that time the Company
has not (consistent with the automotive battery industry in general) maintained
environmental impairment liability insurance in the United States due to the
unavailability of meaningful coverage and the prohibitive cost of obtaining
even limited coverage, except that the Company may have limited coverage for
certain costs under environmental impairment policies issued between 1983 and
1985. The Company's United States general liability policies have included
pollution exclusion clauses which may bar recovery for liabilities caused after
1985. The Company is currently involved in litigation with certain insurance
carriers concerning the issue of insurance coverage for environmental
liabilities. Except as disclosed herein, the Company believes that it is in
substantial compliance with all material statutes and regulations regarding
environmental and occupational safety and health matters.
3
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As of July 2, 1995, the Company has been advised by the U.S. Environmental
Protection Agency and various state agencies that it is a "Potentially
Responsible Party" ("PRP") under the Comprehensive Environmental Response,
Compensation and Liability Act or similar state laws at 46 federally defined
Superfund or state equivalent sites. At sixteen of these sites, the Company has
either paid or is in the process of paying its share of liability. Liability
for environmental remediation costs under such statutes can be imposed on a
joint and several basis. However, management believes that its PRP status at
these Superfund sites will not have a material adverse effect on the Company's
business or financial condition because, based on the Company's experience, it
is reasonable to expect that liability will be roughly proportionate to its
volumetric contribution of waste to the sites. The Company is the primary PRP
at four Superfund sites. Other than these four sites, the Company's volumetric
contribution exceeds 5% at only nine Superfund sites (with respect to two of
which the Company's share of liability has been paid) and its volumetric
contribution at the six sites where the Company's liability has not been fully
paid averages 13.4%. The Company also is involved in the assessment and
remediation of various other properties, including certain Company-owned or -
operated facilities. At August 31, 1995, the Company had established reserves
of $24.8 million for offsite and onsite environmental remediation costs.
The Company completed its acquisition of CEAC in May 1995. The Company is
aware that the lead-acid battery manufacturing facilities in Auxere and Nimes,
France do not currently meet air emission standards established by the French
Ministry of Environment. The local enforcement authority is aware of the
situation in Nimes, and has granted the Company an additional two year period
within which to achieve compliance with those standards. Investigation of the
situation at the Auxere facility is continuing. Management believes that the
cost of achieving compliance with the air limits at both these facilities is
not material.
In addition, the lead-acid battery manufacturing facilities in Vierzon,
France and Weiden, Germany are not in compliance with certain limits contained
in these facilities' wastewater discharge permits. The German authorities are
aware of the situation with respect to the Weiden facility; negotiations to
resolve this matter are continuing. Investigation of the situation at the
Vierzon facility is continuing. The cost of any upgrades required to achieve
compliance at these facilities are not expected to cause the Company to incur
material costs.
CEAC's German subsidiary, Sonnenschein, GmbH, has signed a consent order with
the administrative enforcement authorities to complete remediation of a river
which flows along the lead-acid battery manufacturing facility in Budingen,
Germany. That cleanup is proceeding and CEAC has established a reserve to cover
the cost of completing the project.
The Company's Polish subsidiary, Centra, S.A. ("Centra"), is a former state-
owned entity. Under the sales agreement with the Polish State Treasury, the
Company is obligated to spend $1.0 million in capital improvements in
environmental controls at the Centra facilities. The funds needed to cover this
commitment are included in CEAC's capital budget. Management believes that
these funds will be needed to ensure compliance with anticipated new air
regulations in Poland.
HIGH LEVERAGE; LIQUIDITY
The Company has indebtedness which is substantial in relation to its
stockholders' equity, and interest and debt service requirements which are
significant compared to its cash flow from operations. As of July 2, 1995, the
Company's total long-term indebtedness (including current installments and
short-term borrowings) was $1,276.5 million ($1,278.5 million pro forma for the
acquisition of Schuylkill Holdings, Inc. ("Schuylkill")) and stockholders'
equity was $403.0 million ($428.9 million pro forma for the Schuylkill
acquisition). Approximately $704.0 million of such indebtedness bears interest
at variable rates, which causes the amount of the Company's debt service
requirements to be sensitive to interest rate movements. In addition, the
Company may incur additional indebtedness.
4
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The Company's credit agreement (the "Credit Agreement") with a group of banks
led by Bankers Trust Co., Bank of America National Trust and Savings
Association and Bank of Montreal contains certain restrictions on, among other
things, the ability of the Company and its subsidiaries to incur additional
indebtedness, make certain capital expenditures, repay indebtedness prior to
its stated maturity, create liens, sell assets and engage in mergers or
acquisitions. In addition, the Credit Agreement requires the Company to
maintain certain financial ratios such as EBITDA to interest expense. Because
lower than expected sales in the fourth quarter of fiscal 1995 would have
caused the Company to be in violation of certain financial covenants in the
Credit Agreement, the Company obtained an amendment to such covenants in order
to permit continued borrowing. The indentures, as amended in January 1995,
relating to the Company's 10 3/4% Senior Notes due 2002 and 12 1/4% Senior
Subordinated Deferred Coupon Debentures due 2004 also contain certain
restrictive covenants which the Company is and has been in compliance with, but
which could, in combination with the leveraged nature of the Company, limit
Exide's ability to incur indebtedness, grant liens and take other corporate
actions.
DEPENDENCE ON KEY PERSONNEL
The Company is dependent on the continued services of its management team,
including Arthur M. Hawkins, Chairman, President and Chief Executive Officer.
Although the Company believes it could replace key employees in an orderly
fashion should the need arise, the loss of such personnel could have an adverse
effect on the Company. The Company is insured under a $10.0 million "key-man"
policy covering Mr. Hawkins' life.
LIMITATION ON USE OF NET OPERATING LOSSES
Section 382 of the Internal Revenue Code of 1986, as amended, imposes
limitations on a corporation's ability to use net operating loss ("NOL")
carryforwards if the corporation experiences a more-than-50-percent ownership
change over a three-year testing period. In general, if such an ownership
change occurs, Section 382 limits the amount of NOL carried over from pre-
ownership change years that can be used in any one post-change year to an
amount equal to the product of the value of the corporation's stock (with
certain adjustments) at the time of the change multiplied by an interest rate
determined by the Internal Revenue Service (the "IRS") for the month of the
change.
The Company believes that its March 1994 Common Stock offering, in
combination with its initial public offering, resulted in a more-than-50-
percent ownership change for purposes of Section 382. The Company's use of its
NOLs is therefore subject to the limitations imposed by Section 382. However,
given the Company's current tax situation and its estimate of the Section 382
annual limitation, the Company does not believe that the application of Section
382 will have any material adverse effect on the Company's results of
operations or liquidity.
The Company does not believe that it experienced a more-than-50-percent
ownership change for purposes of Section 382 prior to the March 1994 Common
Stock offering and the initial public offering. No assurances, however, can be
given that the IRS will not assert that the Company's use of its NOL
carryforward is limited by Section 382 prior to such offerings. If the Section
382 limitations were held to have been imposed for years prior to such
offerings as a result of ownership changes of the level described above, the
Company's use of its NOL carryforwards could be materially reduced for years
after the change and the Company's effective tax rate for such years could be
increased. Moreover, if the date of the change was before the end of the
Company's taxable year ended March 31, 1992, such a change could limit the
Company's ability to use $132.2 million of NOL carryforwards existing at March
31, 1991, of which $106.0 million was used to offset the Company's taxable
income in fiscal 1992 and in fiscal 1994.
5
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CURRENCY RISK
Because of its recent acquisitions of BIG, Tudor and CEAC, and the recent
assumption of Gemala Battery's customer base, substantial portions of the
Company's revenues and expenses will be denominated in currencies other than
U.S. dollars and changes in exchange rates will therefore have a greater effect
on the Company's results of operations.
In addition, a substantial portion of the Company's indebtedness relating to
foreign acquisitions is denominated in United States dollars and the related
revenues are in foreign currencies. Although the Company intends to hedge the
related foreign exchange risks, there can be no assurance that this can be
accomplished on satisfactory terms.
THE COMPANY
The Company is the leading manufacturer and marketer of SLI batteries in the
world. Through its acquisitions of BIG, Tudor and CEAC, as well as its
assumption of the customers of Gemala Battery, the Company has become Europe's
largest producer and marketer of SLI batteries and industrial batteries.
NORTH AMERICA
The Company and its affiliates have a unit market share in SLI batteries of
approximately 39% in the United States and Canada, based on information
provided by an industry trade association. The Company believes that it is the
lowest cost major producer in its North American markets. In April 1994, Sears,
Roebuck & Co., one of the largest retailers of SLI batteries in the United
States, selected the Company as the primary supplier of its batteries,
including the Die Hard(R) brand. Exide is the leading supplier for 17 of the 20
largest battery retailers in the United States, including NAPA Distribution
Centers, Kmart Corp., Northern Automotive Corporation, Montgomery Ward & Co.
and The Pep Boys-Manny, Moe & Jack and operates 18 manufacturing facilities in
the United States and Canada. The Company also produces SLI batteries for the
OEM market in North America, principally for Chrysler Corporation for whom it
is the primary supplier. Other products manufactured by Exide include batteries
for trucks, farm and other off-road vehicles, boats, garden tractors and golf
carts, battery chargers and accessories, wheel weights and remanufactured
starters and alternators.
On a pro forma basis for the fiscal year ended March 31, 1995, Exide's North
American operations would have accounted for approximately 39.2% of the
combined net sales of such operations and those of the European businesses it
has acquired.
EUROPEAN OPERATIONS
Exide has major SLI battery and industrial battery market presences in many
Western European countries.
Exide's European operations had combined pro forma net sales of $1,395.0
million for the fiscal year ended March 31, 1995, of which approximately 53%
were of automotive batteries, 41% were of industrial batteries and 6% were of
other products. Exide also produces SLI batteries for the European OEM market
and is one of the major suppliers to Fiat S.p.A., the Volkswagen group
(Volkswagen AG/AUDI AG/Seat/Skoda Automobilova AS), the PSA group (Peugeot
S.A./Citroen), the Renault group and Volvo. By assuming the customers of Gemala
Battery, the Company became a supplier to Ford Motor Co. in Europe. The Company
currently operates 32 lead acid battery manufacturing plants, including the
temporary operation of Gemala Battery's plant, in France, Italy, Spain,
Portugal, Germany, the United Kingdom and elsewhere in Europe, as well as three
secondary lead smelters. In fiscal 1995, Exide's pro forma European operations
produced over 20.0 million automotive batteries. Exide's European operations
also manufacture or market other products, including battery chargers and
accessories, wheel weights, plastic components, NiCd batteries and dry cell
batteries.
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On a pro forma basis for the fiscal year ended March 31, 1995, Exide's
European operations would have represented approximately 60.8% of the combined
total of such revenues and those of Exide's North American operations.
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The Company is a Delaware corporation organized in 1966 to succeed to the
business of a New Jersey corporation founded in 1888 by Thomas A. Edison. The
principal executive offices of the Company are located at 1400 North Woodward
Avenue, Bloomfield Hills, Michigan 48304, telephone number (810) 258-0080.
SELLING STOCKHOLDER
The Shares were issued and delivered to the Selling Stockholder, in
connection with the acquisition of certain debt obligations of the operating
subsidiary of Schuylkill, pursuant to a Purchase Agreement, dated as of August
9, 1995, by and between the Company and the Selling Stockholder (the "Purchase
Agreement"). See "Plan of Distribution."
The Selling Stockholder has not had any material relationship with the
Company within the past three years, other than as an owner of the Company's
Common Stock issued pursuant to the Purchase Agreement and in connection with
the transactions contemplated by the Purchase Agreement. As of the date hereof,
the Shares are the only shares of the Company's Common Stock held by the
Selling Stockholder.
PLAN OF DISTRIBUTION
The Company will not receive any proceeds from the sale of the Shares offered
hereby. The Selling Stockholder has advised the Company that the Shares may be
sold by the Selling Stockholder in one or more transactions (which may involve
one or more block transactions) on the New York Stock Exchange, in sales
occurring in the public market off such Exchange, in separately negotiated
transactions, or in a combination of such transactions; that each sale may be
made either at market prices prevailing at the time of such sale or at
negotiated prices; that some or all of the Shares may be sold through brokers
acting on behalf of the Selling Stockholder or to dealers for resale by such
dealers; and that in connection with such sales such brokers and dealers may
receive compensation in the form of discounts or commissions from the Selling
Stockholder and may receive commissions from the purchasers of Shares for whom
they act as broker or agent (which discounts and commissions are not
anticipated to exceed those customary in the types of transactions involved).
The Selling Stockholder has appointed Morgan Stanley & Co. Incorporated to sell
the Shares on its behalf. Any broker or dealer participating in any such sale
may be deemed to be an "underwriter" within the meaning of the Securities Act
and will be required to deliver a copy of this Prospectus to any person who
purchases any of the Shares from or through such broker or dealer.
Pursuant to a registration agreement entered into upon the sale of the Shares
under the Purchase Agreement, the Company agreed to file the Registration
Statement of which this Prospectus is a part and to use its reasonable best
efforts to effect the registration of the Shares under the Securities Act no
later than October 15, 1995, and to keep the Registration Statement of which
this Prospectus is a part effective until the earlier of (i) the date on which
all of the Shares are sold and (ii) August 31, 1998. The Company has agreed to
indemnify the Selling Stockholder against certain civil liabilities, including
liabilities under the Securities Act. The Company has agreed to pay the cost of
the registration of the Shares and the preparation of this Prospectus and the
Registration Statement. The expenses so payable by the Company are estimated to
be approximately $45,342.31. The Purchase Agreement contains certain provisions
requiring the Company to make payments to the Selling Stockholder in the amount
of (a) the amount if any by which the net proceeds of sales of the Shares is
less than approximately $26.7 million plus (b) the greater of (i) 18% per annum
on the amount of unsold Shares from the closing date under the Purchase
Agreement or (ii) $1 million.
7
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LEGAL MATTERS
Certain legal matters with respect to the Shares will be passed upon for the
Company by Kirkland & Ellis, Chicago, Illinois.
EXPERTS
The audited consolidated financial statements and schedules of the Company
incorporated by reference in this Prospectus have been audited by Arthur
Andersen LLP, independent public accountants, as indicated in their report with
respect thereto dated June 27, 1995, also incorporated by reference in reliance
upon the authority of such firm as experts in giving said report. Reference is
made to said report on the consolidated financial statements, which includes an
explanatory paragraph with respect to the change in the method in accounting
for postretirement employee benefits other than pensions in fiscal 1994 as
discussed in Note 8 to the consolidated financial statements.
The audited consolidated financial statements of Tudor incorporated by
reference in this Prospectus have been audited by Arthur Andersen, independent
auditors, as indicated in their report with respect thereto dated March 23,
1994 (except with respect to the matter discussed in Note 21 and Note 22-J, as
to which the date is October 30, 1994), and is also incorporated by reference.
The consolidated statements of CEAC incorporated by reference in this
Prospectus for the three years ended December 31, 1994, 1993 and 1992 have been
audited by Ernst & Young Audit, independent accountants, as indicated in their
report with respect thereto dated March 31, 1995 and are incorporated by
reference.
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NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR THE SELLING STOCKHOLDER. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL, OR THE SOLICITATION OF AN OFFER TO BUY, ANY OF THE
SECURITIES OFFERED HEREBY IN ANY JURISDICTION WHERE, OR TO ANY PERSON TO WHOM,
IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE
ANY IMPLICATION THAT THERE HAS NOT BEEN A CHANGE IN THE FACTS SET FORTH IN THIS
PROSPECTUS OR IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.
---------------
TABLE OF CONTENTS
<TABLE>
<S> <C>
Available Information....................................................... 2
Incorporation of Certain Documents by Reference............................. 2
Risk Factors................................................................ 3
The Company................................................................. 6
Selling Stockholder......................................................... 7
Plan of Distribution........................................................ 7
Legal Matters............................................................... 8
Experts..................................................................... 8
</TABLE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
593,210 SHARES
EXIDE CORPORATION
COMMON STOCK
($.01 PAR VALUE)
----------------
PROSPECTUS
----------------
, 1995
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART II--INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following is a statement of estimated expenses of the issuance and
distribution of the securities being registered (other than underwriting
discounts and commissions), all of which are being paid by the registrant:
<TABLE>
<S> <C>
SEC Registration Fee.......................................... $10,342.31
Filing and Listing Fees....................................... 2,000.00
Printing and Engraving Expenses............................... 15,000.00
Accounting Fees and Expenses.................................. 2,000.00
Legal Fees and Expenses....................................... 15,000.00
Miscellaneous Fees and Expenses............................... 1,000.00
----------
Total..................................................... $45,342.31
==========
</TABLE>
ITEM 16. EXHIBITS.
See Exhibit Index.
ITEM 17. UNDERTAKINGS.
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 (1)(i) and (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 with or furnished to the
Commission 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.
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 (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-1
<PAGE>
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.
II-2
<PAGE>
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 OF FORM S-3 AND HAS DULY CAUSED THIS AMENDMENT NO. 1 TO
REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO
DULY AUTHORIZED, IN THE CITY OF READING, STATE OF PENNSYLVANIA, ON SEPTEMBER
28, 1995.
EXIDE CORPORATION
/s/ Alan E. Gauthier
By: _________________________________
Alan E. Gauthier
Executive Vice President and Chief
Financial Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT
NO. 1 TO 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>
* President, Chairman of the September 28,
By: ___________________________________ Board and Director 1995
Arthur M. Hawkins (Principal Executive
Officer)
/s/ Alan E. Gauthier Executive Vice President, September 28,
By: ___________________________________ Chief Financial Officer 1995
Alan E. Gauthier and Director (Principal
Financial and Accounting
Officer)
* Executive Vice President, September 28,
By: ___________________________________ President--North 1995
Douglas N. Pearson American Operations and
Director
* Executive Vice President September 28,
By: ___________________________________ and Director 1995
William J. Rankin
* Director September 28,
By: ___________________________________ 1995
Earl Dolive
* Director September 28,
By: ___________________________________ 1995
Timothy O. Fisher
* Director September 28,
By: ___________________________________ 1995
Lawrence M. Wagner
/s/ Alan E. Gauthier Director September 28,
*By: __________________________________ 1995
Alan E. Gauthier
Attorney-in-Fact
</TABLE>
II-3
<PAGE>
EXIDE CORPORATION
EXHIBIT INDEX
<TABLE>
<CAPTION>
XHIBITE
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
3.1** Restated Certificate of Incorporation of the Company, incorporated by reference
from Exhibit 3.1 to the Company's Registration Statement on Form S-1 (File No. 33-
68016), as amended (the "1993 Registration Statement").
3.2** Restated Bylaws of the Company, incorporated by reference from Exhibit 3.2 to the
1993 Registration Statement.
5* Opinion of Kirkland & Ellis.
23.1* Consent of Kirkland & Ellis (included in Exhibit 5).
23.2* Consent of Arthur Andersen LLP.
23.3* Consent of Arthur Andersen.
23.4* Consent of Ernst & Young Audit.
23.5* Consent of Deloitte & Touche LLP.
24*** Power of Attorney.
</TABLE>
- --------
*Filed herewith.
**Incorporated by reference.
***Previously filed.
<PAGE>
[Kirkland & Ellis Letterhead]
September 29, 1995
Exide Corporation
1400 North Woodward Avenue
Bloomfield Hills, Michigan 48304
Re: Exide Corporation
Registration Statement on Form S-3
Registration No. 33-62295
Ladies and Gentlemen:
We are acting as special counsel to Exide Corporation, a Delaware
corporation (the "Company"), in connection with the proposed registration by the
Company of 593,210 shares of Common Stock, $.01 par value, of the Company (the
"Shares") pursuant to a Registration Statement on Form S-3 (Registration No. 33-
62295) filed with the Securities and Exchange Commission (the "Commission") on
August 31, 1995 under the Securities Act of 1933, as amended (the "Act") (such
Registration Statement, as amended or supplemented, is hereinafter referred to
as the "Registration Statement").
In that connection, we have examined originals, or copies certified or
otherwise identified to our satisfaction, of such documents, corporate records
and other instruments as we have deemed necessary for the purposes of this
opinion, including (i) the Restated Certificate of Incorporation and By-laws,
each as amended to date, of the Company, (ii) minutes and records of the
corporate proceedings of the Company with respect to the Shares, (iii) the
Registration Statement and exhibits thereto, (iv) the Purchase Agreement, dated
as of August 31, 1995, between the Company and Heller Financial, Inc. ("Heller")
and (v) the Registration Rights Agreement, dated as of August 31, 1995, between
the Company and Heller.
For purposes of this opinion, we have assumed the authenticity of all
documents submitted to us as originals, the conformity to the originals of all
documents submitted to us as copies and the authenticity of the originals of all
documents submitted to us as copies. We have further assumed the genuineness of
the signatures of persons signing all documents and instruments in connection
with which this opinion is
<PAGE>
Exide Corporation
September 29, 1995
Page 2
rendered, the authority of such persons signing on behalf of the parties thereto
and the due authorization, execution and delivery of all documents by the
parties thereto other than the Company. As to any facts material to the opinions
expressed herein which we have not independently established or verified, we
have relied upon statements and representations of officers and other
representatives of the Company and others.
Our opinions expressed below are subject to the qualifications that we
express no opinion as to the applicability of, compliance with, or effect of:
(i) any bankruptcy, insolvency, reorganization, fraudulent transfer and
conveyance, moratorium and other similar laws affecting the rights of creditors
generally, (ii) general principles of equity, regardless of whether
enforceability of any obligation is considered in a proceeding in equity or at
law, (iii) implied covenants of good faith, diligence, reasonableness and fair
dealing, (iv) public policy considerations which may limit the rights of parties
to obtain certain remedies and (vii) any laws except the General Corporation Law
of the State of Delaware and the federal laws of the United States.
Based upon and subject to the foregoing qualifications, assumptions and
limitations and the further limitations set forth below, we are of the opinion
that the Shares are legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion with the Commission as
Exhibit 5 to the Registration Statement. We also consent to the reference to
our firm under the heading "Legal Matters" in the Registration Statement. In
giving this consent, we do not thereby admit that we are in the category of
persons whose consent is required under Section 7 of the Act or the rules and
regulations of the Commission.
<PAGE>
Exide Corporation
September 29, 1995
Page 3
This opinion is limited to the specific issues addressed herein, and no
opinion may be inferred or implied beyond that expressly stated herein. We
assume no obligation to revise or supplement this opinion in the event of a
change in law as a result of legislative action, judicial decision or otherwise.
This opinion is furnished to you in connection with the filing of the
Registration Statement and is not to be used, circulated, quoted or otherwise
relied upon for any other purpose.
Very truly yours,
/s/ Kirkland & Ellis
____________________________________
KIRKLAND & ELLIS
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-3 of our report dated June
27, 1995 included in Exide Corporation's Form 10-K for the fiscal year ended
March 31, 1995 and to all references to our Firm included in this Registration
Statement.
Arthur Andersen LLP
Philadelphia, PA.,
September 28, 1995
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT AUDITORS
As independent auditors, we hereby consent to the incorporation by reference
in this Registration Statement on Form S-3 of our report dated March 23, 1994
(except with respect to the matter discussed in Note 21 and Note 22-J, as which
the date is October 30, 1994) included in Exide Corporation's Form 8-K filed
November 1, 1994, subsequently amended by Form 8-K/A filed December 9, 1994 and
to all references to our Firm included in this Registration Statement.
Arthur Andersen
Madrid, Spain
September 28, 1995
<PAGE>
EXHIBIT 23.4
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the reference of our firm under the caption "Experts" in the
Form S-4 Registration Statement (File No. 33-61961) as an exhibit (i) to a Form
8-K of Exide and (ii) to the incorporation by reference of such Form 8-K,
including our report, in a Form S-3 Registration Statement (File No. 33-62295)
of Exide Corporation dated September 1995 with respect to the consolidated
financial statements of Compagnie Europeenne d'Accumulateurs, S.A. and its
Subsidiaries as of December 31, 1994 and for the year then ended, included in
Exide Corporation's Current Report (Form 8-K/A) dated July 31, 1995, filed with
the Securities and Exchange Commission.
ERNST & YOUNG Audit
Represented by
John MACKEY
Paris, France
September 28, 1995
<PAGE>
Exhibit 23.5
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Amendment No. 1 to
Registration Statement No. 33-62295 of Exide Corporation on Form S-3 of our
report of Schuylkill Holdings, Inc. dated April 25, 1995 (which expresses an
unqualified opinion and includes an explanatory paragraph regarding the ability
of the Company to continue as a going concern) appearing in Amendment No. 1 to
Registration Statement No. 33-61961 on Form S-4, which is part of this
registration statement.
DELOITTE & TOUCHE LLP
Baton Rouge, Louisiana
September 29, 1995
