<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 31, 1995
REGISTRATION NO. 33-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
EXIDE CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
----------------
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)
----------------
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 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 in connection with dividend or interest
reinvestment plans, check the following box. [X]
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
PROPOSED PROPOSED
TITLE OF EACH CLASS OF AMOUNT MAXIMUM MAXIMUM AMOUNT OF
SECURITIES TO BE TO BE AGGREGATE AGGREGATE REGISTRATION
REGISTERED REGISTERED PRICE PER SHARE(1) OFFERING PRICE(1) FEE
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<S> <C> <C> <C> <C>
Common Stock, $.01 par
value.................. 593,210 shares $50.56 $29,992,697.60 $10,342.31
</TABLE>
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(1) Estimated solely for the purpose of calculating the amount of the
registration fee, based upon the average of the high and low sales price of
the Common Stock on the New York Stock Exchange as reported in the
consolidated reporting system as of August 28, 1995.
----------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
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<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT +
+BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR +
+THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE +
+SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE +
+UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF +
+ANY SUCH STATE. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
PRELIMINARY PROSPECTUS, DATED AUGUST 31, 1995
SUBJECT TO COMPLETION
593,210 SHARES
EXIDE CORPORATION
COMMON STOCK
($.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.
-----------
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.
-----------
The date of this Prospectus is , 1995
<PAGE>
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, the Company's Current Report
on Form 8-K filed on August 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.
2
<PAGE>
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 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.
THE COMPANY
The Company is the leading manufacturer and marketer of starting, lighting
and ignition ("SLI") batteries in the world. Through its acquisitions of B.I.G.
Batteries Group Limited, Sociedad Espanola del Acumulador Tudor, S.A. ("Tudor")
and Compagnie Europenne d'Accumulateurs S.A. ("CEAC"), as well as its
assumption of the customers of Gemala Battery Company Limited ("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
original equipment manufacturing ("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.
3
<PAGE>
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.
----------------
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 Schuylkill
Holdings, Inc., 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.
4
<PAGE>
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.
5
<PAGE>
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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
The Company................................................................. 3
Selling Stockholder......................................................... 4
Plan of Distribution........................................................ 4
Legal Matters............................................................... 5
Experts..................................................................... 5
</TABLE>
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593,210 SHARES
EXIDE CORPORATION
COMMON STOCK
($.01 PAR VALUE)
----------------
PROSPECTUS
----------------
, 1995
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<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 REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF READING, STATE OF PENNSYLVANIA, ON AUGUST 31, 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 REGISTRATION
STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE
DATES INDICATED. EACH PERSON BELOW WHOSE SIGNATURE IS PRECEDED BY AN ASTERISK
(*) HEREBY CONSTITUTES AND APPOINTS CATHERINE B. HNATIN AND ALAN E. GAUTHIER,
AND EACH OF THEM, HIS TRUE AND LAWFUL ATTORNEYS-IN-FACT AND AGENTS, WITH FULL
POWER OF SUBSTITUTION AND RESUBSTITUTION, FOR HIM AND IN HIS NAME, PLACE AND
STEAD, IN ANY AND ALL CAPACITIES, TO SIGN ANY OR ALL AMENDMENTS (INCLUDING
POST-EFFECTIVE AMENDMENTS) TO THIS REGISTRATION STATEMENT, AND TO FILE THE
SAME, WITH ALL EXHIBITS THERETO, AND OTHER DOCUMENTS IN CONNECTION THEREWITH,
WITH THE COMMISSION, GRANTING UNTO SAID ATTORNEYS-IN-FACT AND AGENTS, AND EACH
OF THEM, FULL POWER AND AUTHORITY TO DO AND PERFORM EACH AND EVERY ACT AND
THING REQUISITE AND NECESSARY TO BE DONE IN AND ABOUT THE PREMISES, AS FULLY TO
ALL INTENTS AND PURPOSES AS HE MIGHT OR COULD DO IN PERSON, HEREBY RATIFYING
AND CONFIRMING ALL THAT SAID ATTORNEYS-IN-FACT AND AGENTS OR ANY OF THEM, OR
THEIR OR HIS SUBSTITUTE OR SUBSTITUTES, MAY LAWFULLY DO OR CAUSE TO BE DONE BY
VIRTUE HEREOF.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Arthur M. Hawkins President, Chairman of the August 31,
By: *__________________________________ Board and Director 1995
Arthur M. Hawkins (Principal Executive
Officer)
/s/ Alan E. Gauthier Executive Vice President, August 31,
By: *__________________________________ Chief Financial Officer 1995
Alan E. Gauthier and Director (Principal
Financial and Accounting
Officer)
/s/ Douglas N. Pearson Executive Vice President, August 31,
By: *__________________________________ President--North American 1995
Douglas N. Pearson Operations and Director
/s/ William J. Rankin Executive Vice President and August 31,
By: *__________________________________ Director 1995
William J. Rankin
/s/ Earl Dolive Director August 31,
By: *__________________________________ 1995
Earl Dolive
/s/ Timothy O. Fisher Director August 31,
By: *__________________________________ 1995
Timothy O. Fisher
/s/ Lawrence M. Wagner Director August 31,
By: *__________________________________ 1995
Lawrence M. Wagner
</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.
24 Power of Attorney (included on page II- of this Registration Statement).
</TABLE>
- --------
*To be filed by amendment.
**Incorporated by reference.
<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.,
August 31, 1995
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
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
August 31, 1995
<PAGE>
EXHIBIT 23.4
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the reference of our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related prospectus of Exide Corporation
dated August 1995, and to the incorporation by reference therein of our report
dated March 31, 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) dated August 29, 1995, filed with the Securities and Exchange
Commission.
Ernst & Young Audit
Represented by
John MACKEY
Paris, France
August 31, 1995
