<PAGE>
Registration No. 333-__________
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
--------------------------------------
FORM S-8
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
- ---------------------------------------- ---------------------
(Address of Principal Executive Offices) (Zip Code)
Exide Corporation
1993 Stock Incentive Plan
--------------------------
(Full title of the plan)
Bernard F. Stewart
Executive Vice President and General Counsel
Exide Corporation
1400 North Woodward Avenue
Bloomfield Hills, Michigan 48304
-------------------------------------------
(Name and address of agent for service)
(810) 258-0080
- -------------------------------------------------------------------------------
(Telephone number, including area code, of agent for service)
with copies to:
Carter W. Emerson
Kirkland & Ellis
200 East Randolph Drive
Chicago, Illinois 60601
(312) 861-2052
CALCULATION OF REGISTRATION FEE
-------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered (1) Share (2) Price (2) Fee
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common
Stock, 780,733
$.01 par value Shares $48.5625 $37,914,346.00 $13,073.91
- -------------------------------------------------------------------------------
</TABLE>
- -------------------------------------------------------------------------------
(1) Pursuant to Rule 416 under the Securities Act of 1933, this Registration
Statement shall be deemed to cover an indeterminate number of additional
shares of Common Stock issuable in the event the number of outstanding
shares of the Company is increased by split-up, reclassification, stock
dividend or the like.
(2) Estimated solely for the purpose of computing the registration fee pursuant
to Securities and Exchange Commission Rule 457(c); based on the average of
the high and low price per share of Common Stock of the Company on January
19, 1996, as reported on the New York Stock Exchange Composite Tape.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
A reoffer prospectus covering restricted securities issued under the Exide
Corporation 1993 Stock Incentive Plan is filed as part of this Registration
Statement pursuant to General Instruction C to Form S-8 as Exhibit 99.2 hereto.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. - INCORPORATION OF 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;
(ii) the Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended October 1, 1995 filed on November 15, 1995, 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
27, 1995, the Company's Current Report on Form 8-K filed on November 22, 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 September 8, 1995, the Company's
Current Report on Form 8-K filed on August 29, 1995 and 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
(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 pursuant to Section 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934 after the date of this Prospectus
and prior to the termination of the offering of the Shares made hereby shall be
deemed to be incorporated by reference in this Prospectus and to be a part
hereof from the date of filing such documents. Any statement contained 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 subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any 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 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
-2-
<PAGE>
Counsel, Exide Corporation, 1400 North Woodward Avenue, Bloomfield Hills,
Michigan 48304, telephone (810) 258-0080.
Item 4. - DESCRIPTION OF SECURITIES
-------------------------
Not applicable.
Item 5. - INTERESTS OF NAMED EXPERTS AND COUNSEL
--------------------------------------
None.
Item 6. - INDEMNIFICATION OF DIRECTORS AND OFFICERS
-----------------------------------------
Section 145 of the Delaware General Corporation Law (the "DGCL") provides,
in effect, that any person made a party to any action by reason of the fact that
he is or was a director, officer, employee or agent of the Company may, and in
certain cases must, be indemnified by the Company against, in the case of a non-
derivative action, judgments, fines, amounts paid in settlement and reasonable
expenses (including attorneys' fees) incurred by him as a result of such action.
In the case of a derivative action, such person must be indemnified against
expenses (including attorneys' fees). In either type of action the person must
have acted in good faith and in a manner reasonably believed to be in or not
opposed to the best interests of the Company. This indemnification does not
apply, in a derivative action, to matters as to which it is adjudged that the
director, officer, employee or agent is liable to the Company, unless upon court
order it is determined that, despite such adjudication of liability, but in view
of all the circumstances of the case, such director, officer, employee or agent
is fairly and reasonably entitled to indemnity for expenses. In a non-derivative
action this indemnification does not apply to any criminal proceeding in which
such person had reasonable cause to believe his conduct was unlawful.
Article Tenth of the Company's Certificate of Incorporation and Article V
of the Company's Bylaws provide that the Company shall indemnify each person who
is or was an officer or director of the Company to the fullest extent permitted
by Section 145 of the DGCL as currently in effect or as the same may be amended
(but only to provide fuller indemnification) in the future.
Article Ninth of the Company's Restated Certificate of Incorporation
provides that to the fullest extent permitted by the DGCL, a director of the
Company shall not be liable to the Company or its stockholders for monetary
damages for a breach of fiduciary duty as a director.
Item 7. - EXEMPTION FROM REGISTRATION CLAIMED
-----------------------------------
With respect to restricted securities to be reoffered and resold pursuant
to this Registration Statement, the Company relied upon the exemption from
registration contained in Section 4(2) to Securities Act of 1933 based upon the
sophistication of the grantees of such securities, their representations to the
Company and the restrictions placed on transfer of such shares.
Item 8. - EXHIBITS
--------
-3-
<PAGE>
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Ernst & Young Audit
23.3 Consent of Deloitte & Touche L.L.P.
24 Power of Attorney (included on signature page)
99.1 Exide Corporation 1993 Stock Incentive Plan
99.2 Reoffer Prospectus
Item 9. - UNDERTAKINGS
------------
(a) Rule 415 Offering
The undersigned registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the information
set forth in the registration statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the registration statement is on Form S-3 or Form S-8,
and 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 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.
-4-
<PAGE>
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) Filings Incorporating Subsequent Exchange Act Documents By Reference
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.
(c) Request for Acceleration of Effective Date or Filing of Registration
Statement on Form S-8
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.
-5-
<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 the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereto duly
authorized, in the City of Reading, State of Pennsylvania on the 22nd day of
January, 1996.
EXIDE CORPORATION
By: /s/ ALAN E. GAUTHIER
-------------------------------------
EXECUTIVE VICE PRESIDENT
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Bernard F. Stewart and Alan E. Gauthier and each
of them, as 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 the Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents 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 their or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933 this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/ ARTHUR M. HAWKINS
- --------------------------- Chairman of the Board, President, JANUARY 24, 1996
Arthur M. Hawkins Chief Executive Officer and
Director (Principal Executive
Officer)
/s/ ALAN E. GAUTHIER
- --------------------------- Executive Vice President and Chief JANUARY 22, 1996
Alan E. Gauthier Financial Officer (Principal
Financial Officer and Principal
Accounting Officer) and Director
/s/ DOUGLAS N. PEARSON
- --------------------------- Executive Vice President and JANUARY 23, 1996
Douglas N. Pearson President, North American
Operations and Director
/s/ WILLIAM J. RANKIN
- --------------------------- Executive Vice President - JANUARY 22, 1996
William J. Rankin Engineering and Group Operations
and Director
/s/ EARL DOLIVE
- --------------------------- Director JANUARY 24, 1996
Earl Dolive
/s/ ARTHUR R. TAYLOR
- --------------------------- Director JANUARY 23, 1996
Arthur R. Taylor
</TABLE>
-6-
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our reports dated June 27, 1995
included in Exide Corporation's Form 10-K for the year ended March 31, 1995
and to all references to our Firm included in this registration statement.
Arthur Andersen LLP
Philadelphia, Pa.,
January 23, 1996
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the reference of our firm in this registration statement (Form
S-8) and related prospectus of Exide Corporation dated January 23, 1996, and to
the incorporation by reference therein of our reported dated March 31, 1995 with
respect to the consolidated financial statements of Compagnie Europeenne
d'Accumulateur 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
/s/ J. MACKEY
-------------------
Represented by
John MACKEY
Paris, France
January 23, 1996
<PAGE>
EXHIBIT 23.3
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Form S-8 of Exide
Corporation 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 Form 8-K filed on September 29, 1995, and to the reference to us under the
heading "Experts" in such prospectus.
DELOITTE & TOUCHE LLP
Baton Rouge, Louisiana
January 23, 1996
<PAGE>
EXHIBIT 99.1
E C ACQUISITION, INC. 1993 STOCK INCENTIVE PLAN/1/
-----------------------------------------------
1. Purpose of the Plan. The purpose of the Plan is to provide corporate
officers and key employees of E C Acquisition, Inc. and its subsidiaries (E C
Acquisition, Inc. and such subsidiaries being referred to hereinafter
collectively as the "Company") with a strong incentive for individual creativity
and contribution to ensure the future growth of the Company. The Plan is not
designed to benefit persons who may be satisfied solely with past accomplishment
but, rather, is designed to reward those who are deeply committed to a career
with the Company and whose ability and diligence permit such persons to make
important contributions to the success of the Company by awarding such persons
shares of Class A Common Stock, $0.01 par value ("Class A Stock") of E C
Acquisition, Inc., in the manner contemplated by the Plan. This Plan covers the
award of shares subject to restrictions ("Restricted Stock").
2. Administration of Plan. This Plan shall be administered and
interpreted by a committee appointed by the Board of Directors of the Company
(the "Board of Directors") which shall be designated as the 1993 Stock Incentive
Plan Committee (the "Committee") and shall consist of not less than three
persons. Subject to Section 3, the Committee shall have full authority, in its
discretion, to determine those corporate officers and key employees who shall
participate in the Plan and the number of shares to be awarded to each
participant. Recommendations for the individual grants shall be made to the
Committee by the Chairman of the Board of Directors of the Company or his
designee. The Committee may adopt such rules and regulations for the
administration of the Plan as it deems advisable and shall have full authority,
in its discretion, to amend such rules and regulations. The Committee may act by
a meeting in person or take action by unanimous written consent or by means of a
meeting held by conference telephone call or similar communications equipment
pursuant to which all persons participating in the meeting can hear each other.
The Committee may request advice or assistance or employ such persons as it
deems necessary for proper administration of the Plan. Any determination made by
the Committee shall be conclusive except that, to the extent required by law or
by the Certificate of Incorporation or By-Laws of the Company, the terms of any
award of shares under the Plan and the sufficiency of the consideration
therefore shall be subject to ratification by the Board of Directors prior to
such award.
3. Eligible Participants. Key employees, including officers and
directors, of the Company shall be eligible to participate under the Plan.
However: (i) no member of the Board of Directors shall be eligible to
participate under the Plan unless he is also a full time employee of the
Company; and (ii) no member of the Committee shall be eligible to participate
under the Plan unless he is also a full time employee of the Company.
4. Shares Subject to Plan. An aggregate of One Million Fifty Thousand
(1,050,000) shares of Class A Stock shall be subject to this Plan. In the
discretion of the
- ----------------------
/1/ This plan was assumed by the Registrant when EC Acquisition, Inc. was
merged with it and now covers 780,733 shares of the Registrant's Common Stock.
-1-
<PAGE>
Board of Directors or its delegate, such shares may be; (i) treasury shares,
including shares acquired by the Company in open market transactions; or (ii)
authorized but unissued shares. If any change is made in the number, class or
rights of shares subject to the Plan (through merger, consolidation,
reorganization, recapitalization, stock dividend, split-up, combination of
shares, exchange of shares, issuance of rights to subscribe or other change in
capital structure), appropriate adjustments shall be made as to the maximum
number of shares subject to the Plan and the number of shares subject to any
outstanding award or grant as shall be equitable, as determined by the
Committee, to prevent dilution or enlargement of such rights. The Committee in
its sole discretion may provide in any agreement with a participant relating to
the award or grant of Restricted Stock ("Restricted Stock Agreement"), for
adjustments to be made with respect to shares awarded hereunder. If prior to the
termination of the Plan, any participant relinquishes rights to, and/or
redelivers shares of Restricted Stock issued pursuant hereto, to the Company (as
designated by the Committee) in connection with the restrictions imposed on such
shares pursuant to this Plan, such relinquished or redelivered shares shall
again become available for award or grant under the Plan. Any such relinquished
or redelivered shares shall not count against the limit provided in clause (iii)
of Section 3.
5. Restricted Stock. Shares of Restricted Stock may be awarded pursuant to
this Plan consistent with the requirements of applicable state law. All shares
of Restricted Stock awarded pursuant to this Plan (including any shares received
by the holders thereof as a result of any adjustment pursuant to Section 4)
shall be subject to the following restrictions:
a. Shares of Unvested Stock (as defined in Section 18) may not be
sold, assigned, transferred or otherwise alienated or hypothecated.
b. Except as otherwise provided in the related Restricted Stock
Agreement, in the event of termination of employment with the
Company by a participant within such period or periods after shares
are awarded to him hereunder as is established by the Committee in
the related Restricted Stock Agreement, if such termination is for
any reason other than death, Total Disability (as defined in
Section 18), Normal Retirement (as defined in Section 18) or Early
Retirement (as defined in Section 18), the Company shall have the
option to require that the participant relinquish all rights to all
or any part of the shares of Unvested Stock awarded to such
participant and/or require that such shares be redelivered to the
Company. Such option shall extend for 30 days following written
tender by the participant of the Unvested Stock to the Secretary of
the Company as required in the related Restricted Stock Agreement.
A participant's failure to make the above tender shall not limit in
any manner the rights of the Company to require that the
participant relinquish rights to shares of Unvested Stock, and/or
have the shares of Unvested Stock hereunder redelivered to it, and
in such event the Secretary of the Company may
-2-
<PAGE>
give notice to such participant that his tender shall be deemed to
have been made on the date of termination of employment.
c. Except as otherwise provided in the related Restricted Stock
Agreement, in the event a participant who has been awarded shares
hereunder ceases to be employed by the Company as the result of
death, Total Disability, Normal Retirement or Early Retirement,
then, in its sole discretion the Company may: (i) require the
Participant to relinquish all rights to, and/or to redeliver to the
Company, shares of Unvested Stock, (ii) allow the participant to
retain a pro-rata number of shares based upon the number of months
worked since the date of the award under this Plan compared to the
total number of months required to fully vest the Unvested Shares
under this Agreement; or (iii) allow the restrictions imposed and
still existing upon any or all shares of Unvested Stock to lapse or
be removed in accordance with the vesting schedule specified
herein; or (iv) provide for any other disposition or arrangement as
determined at such time in the sole discretion of the Committee.
d. In the event of the failure of any condition to the vesting of
shares of Restricted Stock, the participant shall relinquish all
rights to Unvested Stock and/or all such shares of Unvested Stock
shall be redelivered to the Company within 30 days after the
expiration of such period as shall be established by the Committee
in the Restricted Stock Agreement.
e. The Committee may provide in the related Restricted Stock Agreement
for: (i) any other restrictions on any shares of Restricted Stock
awarded pursuant to this Plan as it may deem advisable, including,
without limitation, restrictions based on market appreciation of
Class A Stock, increases in the revenues, sales, net worth or net
earning of E C Acquisition, Inc. or any subsidiary, division or
other component thereof, or the attainment of any other business or
financial goal of the Company, except that the restrictions
contained in Section 6 shall be imposed on all shares of Restricted
Stock; and (ii) such further restrictions as may be advisable to
comply with law, including the requirements of the Securities Act
of 1933, as amended (the "Securities Act"), any stock exchange upon
which such share or shares of the same class are then listed and
under any state securities or other laws applicable to such shares.
6. Competition by Participant. In the event a participant, within such
period of time as shall be specified in the related Restricted Stock Agreement,
directly or indirectly,
-3-
<PAGE>
individually or as an employee, partner, officer, director or stockholder or in
any other capacity whatsoever of any person, firm, partnership or corporation:
(i) without the prior content of the Company; recruits, hires, assists others in
recruiting or hiring, discusses employment with or refers to others any person
who is, or within the preceding 12 months was, an employee of the Company or of
any present, prospective or former customer of the Company; (ii) competes with
the Company in such segments of the business of the Company and within such
territory as shall be specified in such related Agreements; (iii) uses in
competition with the Company, customer, prospective customer or former customer,
within such segments and specified territory, any of the technology, methods,
trade secrets, information or systems developed by the Company or its customers,
prospective customers or former customers where the Company or such customer,
prospective customer or former customer does business; or (iv) calls upon,
solicits, accepts employment with, sells or endeavors to sell to, within such
segments and specified territory, any customer, prospective customer or former
customer of the Company; the following provisions shall apply with respect to
any share of Restricted Stock received under this Plan as of the date of the
first occurrence prohibited under this provision:
a. Such participant shall immediately relinquish any rights to and/or
redeliver to the Company, upon demand, all shares of Restricted
Stock acquired by the participant under the Plan as to which the
participant is still the direct or indirect beneficial owner; and
b. The provisions of this Section shall not limit or restrict in any
manner any rights or remedies which the Company may have under any
separate employment agreement with a participant or otherwise with
respect to competition by a participant.
-4-
<PAGE>
If any provision of this Section 6 or any similar provision contained in
the Restricted Stock Agreement should be found by any court of competent
jurisdiction to be unreasonable by reason of its being too broad as to the
period of time, territory, aspects of business or customers covered or
otherwise, then, and in that event, such provision shall nevertheless remain
valid and fully effective, but shall be considered to be amended so that the
period of time, territory, aspects of business or customers covered or otherwise
set forth shall be changed to be the maximum period of time, the largest
territory, the most aspects of business and customers covered and/or the
broadest other limitations, as the case may be, which would be found reasonable
and enforceable by such court and similarly, if any remedy is so found to be
unenforceable in whole or in part, or to any extent, such provision shall remain
in effect only to the extent the remedies would be enforceable by such court.
7. Change in Equity Ownership. In the event of a change in management of
the Company, such that the existing management of the Company is unable to elect
the majority of the Board of Directors of the Company, the Unvested Stock of
each Participant shall be deemed fully vested and all restrictions shall cease
and be waived .
8. Related Agreements. In order to enforce the restrictions imposed upon
shares issued hereunder and to comply with Federal and state securities laws and
the Code, the Company shall enter into a Restricted Stock Agreement with each
participant containing such terms and conditions, including additional
restrictions of the type described in Section 5E above, as the Committee shall
determine, and the Committee may require
-5-
<PAGE>
that the certificates representing shares of Vested and Unvested Stock shall
remain in the physical custody of the Company or a trustee designated by the
Committee as an escrow holder. The Committee shall have full authority upon the
consent of a participant to amend the terms and provisions of any such agreement
relating to the participant or the terms of any rights or options relating to
the participant which are outstanding under the Plan.
9. No Effect on Employment. Nothing herein contained, including the award
of any shares shall affect the rights of the Company to terminate any
participant's employment at any time for any reason.
10. Exemption from Pension Computation. By acceptance of shares awarded
under this Plan, each participant shall be deemed to agree that it is special
incentive compensation and that it will not be taken into account as "wages" or
"salary" in pension, retirement or other employee benefit plans or arrangement
of the Company, except as otherwise determined by the Company. In addition, each
beneficiary of a deceased participant shall be deemed to agree that such sale,
award or grant will not affect the amount of any life insurance coverage
available to such beneficiary under any life insurance plan covering employees
of the Company.
11. Legend. In order to enforce the restrictions imposed upon shares sold
or awarded hereunder (other than those contained in Section 6), the Committee
may cause a legend or legends to be placed on any certificates representing
shares awarded pursuant to this Plan, which legend or legends shall make
appropriate reference to the restrictions imposed hereunder.
-6-
<PAGE>
12. Amendments. This Plan may be amended at any time by the Board of
Directors or the Committee, provided that, without the approval of the
stockholders of the Company entitled to vote thereon, no such amendment shall
become effective if it would: (i) increase the number of shares of Class A Stock
which may be awarded under the Plan; or (ii) modify the requirements as to
eligibility for participation in the Plan.
13. Termination. Unless earlier terminated by the Board of Directors or
the Committee, this Plan shall terminate on June 15, 1998. No shares shall be
awarded or issued after such date. The termination of this Plan however, shall
not affect any restrictions previously imposed on shares issued pursuant to this
Plan or alter the rights of participants with respect to rights or shares issued
(including Unvested stock) pursuant to this Plan.
14. Rights of Participants as Stockholders. Each participant acquiring
shares of Restricted Stock hereunder shall, upon the issuance of certificates
with respect to such shares, be the owner of such shares as provided herein and
in the related Restricted Stock Agreement and, except as otherwise provided
herein or in any such related Agreement, shall be entitled to full voting,
dividend and distribution rights like any other holder of Class A Stock as long
as such participant remains the owner thereof as provided.
15. Governing Law. This Plan shall be governed by and construed and
enforced in accordance with the laws of the State of Delaware.
16. Validity and Legality. If any provision to this Plan should be found
by any court of competent jurisdiction to be invalid, illegal or unenforceable,
in whole or in part, such declaration shall not affect the validity, legality or
enforceability of any remaining provision
-7-
<PAGE>
or portion thereof, which remaining provision or portion shall remain in full
force and effect as if this Plan had been adopted with the invalid, illegal or
unenforceable provision or portion thereof eliminated.
17. Effective Date. The Plan shall be deemed effective upon its approval
by the Board of Directors.
18. Definitions. For purposes of this Plan, the following additional
definitions shall be applicable:
"Early Retirement" and "Normal Retirement," shall mean the discontinuance
of employment of a participant in accordance with the early and normal
retirement provisions, respectively, of the Exide Salaried Retirement and 401(K)
Plan, as amended. In the event that at any time the Company does not have a
proposed or effective retirement plan, such terms shall be defined by regulation
of the Committee.
"Total Disability" shall mean that a participant is determined to be, in
the sole discretion of the Committee, disabled, due to sickness or injury from a
cause other than an excluded cause specified below, and such disability is
likely to be continuous and permanent, such that the participant is, in the
opinion of the Committee, completely unable to perform any and every duty
pertaining to his occupation with the Company and unable to engage in any
reasonable occupation with the Company or any other employer, where "reasonable
occupation" shall mean any occupation which other individuals who have an
educational and employment background similar to that of the participant, and
are in good health, are actually engaged in as their principal means of
financial support. Any opinion of the Committee rendered in accordance herewith
shall be final and conclusive and shall
-8-
<PAGE>
not be subject to review by anyone. A participant will not be considered to have
suffered a Total Disability if, in the opinion of the committee considering all
of the circumstances, the disability is a result of: (i) excessive and habitual
use by the participant of drugs, intoxicants or narcotics; (ii) injury or
disease sustained by the participant which was diagnosed or discovered
subsequent to the date his employment was terminated; or (iii) injury or
sickness sustained by the participant as a result of reckless or wanton
disregard of his own health or safety, or self-inflicted injuries. The Committee
may require proof in such form as it may decide, including, in all cases where
practicable, the certificate of a duly licensed physician, satisfactory to the
Committee, that the participant has become disabled as provided herein.
"Unvested Stock" shall mean all the shares of Restricted Stock other than
vested Stock.
"Vested Stock" shall mean; (i) all shares of Restricted Stock which at the
time in question have been freed of the restrictions imposed pursuant to the
Plan and any related Restricted Stock Agreement.
19. Resolution of Disputes. The Committee shall have full power to
construe, interpret, and administer the Plan, this Restricted Stock Agreement
and the Trust Agreement. Further any disputes arising under the Plan, this
Restricted Stock Agreement or the Trust Agreement shall be resolved by the
committee and such determination shall be final and binding on the Participant,
the Company and the Plan.
-9-
<PAGE>
EXHIBIT 99.2
780,733 SHARES
EXIDE CORPORATION
COMMON STOCK
($.01 PAR VALUE)
This Prospectus covers the sale from time to time by the stockholders
listed in Appendix A hereto (the "Selling Stockholders") of 780,733 shares (the
"Shares") of Common Stock, $.01 par value, of Exide Corporation (the "Company"
or "Exide") which were issued to the Selling Stockholders pursuant to the
Company's 1993 Stock Incentive Plan. See "Selling Stockholders." The Company
will not receive any proceeds from the sale of the Shares.
The Shares or any part of the Shares may be sold from time to time by any
of the Selling Stockholders or by donees or transferees, directly or through
underwriters, dealers or agents, who may receive compensation in the form of
underwriting discounts, concessions or commissions from the Selling Stockholders
or the purchasers of Shares for whom they may act as agent (which discounts and
commissions are not anticipated to exceed those customary in the types of
transactions involved). The Shares may be sold in amounts and on terms to be
determined at the time of sale. The Selling Stockholders reserve the sole right
to accept and, together with any agent of the Selling Stockholders, to reject in
whole or in part any proposed purchase of the Shares. 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. To the extent
required, the Company will prepare and file with the Commission a post-effective
amendment to the Registration Statement or a supplement to this Prospectus. 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 this Prospectus is filed.
The Common Stock of the Company is listed on the New York Stock Exchange,
Inc. ("NYSE") under the symbol EX. On January 19, 1996, the last reported sales
price of the Common Stock on the NYSE was $48-1/8 per share.
------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
------------------------------
The date of this Prospectus is January 23, 1996
-1-
<PAGE>
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") Registration Statement on Form S-8 (together with all amendments
and exhibits, the "Registration Statement") under the Securities Act covering
the sale of the Shares by the Selling Stockholders 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. 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 Citicorp 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 NYSE, 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;
(ii) the Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended October 1, 1995 filed on November 15, 1995, 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
27, 1995, the Company's Current Report on Form 8-K filed on November 22, 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
-2-
<PAGE>
on September 8, 1995, the Company's Current Report on Form 8-K filed on August
29, 1995 and 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
(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 pursuant to Section 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 offering of the Shares made hereby shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from the
date of filing such documents. Any statement contained 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 subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any 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 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. and
Compagnie Europeenne 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
Exide 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. Over 80% of all automotive
batteries sold in the United States and Canada are sold in the aftermarket, and
in fiscal 1995 approximately 88% of the
-3-
<PAGE>
Company's unit sales were of automotive replacement batteries. The aftermarket
is influenced more by the age and number of vehicles in service than new
production levels and tends to be less cyclical than the original equipment
manufacturing ("OEM") market. 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.
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.
Current management, which is led by Arthur M. Hawkins, Chairman, President
and Chief Executive Officer, who joined Exide in 1985, has transformed the
Company into a marketing-driven business by developing a new customer base
focused on leading mass-merchandisers, auto supply chains and wholesalers and
introducing merchandise displays, innovative packaging and programs to assist
customers in marketing and inventory management. To support and expand this
customer base, Exide has expanded its Company-owned distribution system from 12
wholesale branch outlets in 1985 to over 130 today. These outlets, which
distribute Exide batteries to both large accounts and local dealers and other
small volume customers, also allow the Company to collect used batteries for
recycling in its lead smelters as part of its recycling program aimed at
reducing costs and protecting the environment. In addition, in recent years the
Company has introduced several new products including an advanced line of
maintenance-free batteries and an emergency vehicle battery. The Company, which
markets its products under various trademarks including Exide, Willard and
Prestolite, has strengthened its brand recognition through promotional
activities, including sponsoring a NASCAR Winston Cup racing team and an
Indianapolis-type car.
For the fiscal year ended March 31, 1995, Exide's North American operations
would have accounted for approximately 39.2% of Exide's total net sales pro
forma for the recent acquisitions.
EUROPE
Exide is the leading manufacturer and marketer of SLI and industrial
batteries in Europe with major market presence in France, Spain, Portugal,
Italy, Germany, the United Kingdom, Sweden, Denmark, Finland and Norway. The
Company believes it is one of the lowest cost, highest quality suppliers of SLI
and industrial batteries in Europe. SLI batteries and industrial batteries
accounted for approximately 53% and 41%, respectively, of the net sales of
Exide's European operations for the fiscal year ended March 31, 1995 pro forma
for the recent acquisitions.
-4-
<PAGE>
Approximately 70% of all automotive batteries sold in Europe are sold in the
aftermarket and approximately 76% of the automotive battery net sales of Exide's
operations in Europe during fiscal 1995 were of automotive replacement
batteries. Exide produces SLI batteries for the European OEM market and is one
of the major suppliers to Fiat S.p.A. ("Fiat"), 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 is also a supplier to Ford Motor Co. in Europe. The Company's SLI
battery brand strategy in Europe is based on well recognized brands, including
Tudor, Hagen Batterie, Exide, Fulmen and Sonnenschein. On a going forward basis,
the Company will focus its SLI battery marketing efforts on these strong brands.
Standby batteries represented approximately 47% and traction batteries
represented approximately 53% of industrial battery sales of the Company in
fiscal 1995. Major standby battery customers include telecommunications
companies and European navies. Major traction battery customers in Europe
include the electric vehicle operations of the Linde group (Still GmbH, LL
Fenwicks, Fiat and Lansing), Clark and Jungheinrich. As in the automotive
market, the Company's industrial battery brands, including TS, Hagen Batterie,
Tudor, Fulmen, Sonnenschein, Chloride Motive Power, Magneti Marelli and ASTA,
are well recognized in their markets.
For the fiscal year ended March 31, 1995, Exide's European operations would
have represented approximately 60.8% of Exide's total net sales pro forma for
the recent acquisitions.
----------------------------
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.
-5-
<PAGE>
PRICE RANGE OF COMMON STOCK AND DIVIDEND POLICY
The Common Stock is listed and traded on the NYSE under the symbol EX. The
following table sets forth, for the periods indicated, the high and low sales
prices per share of the Common Stock, as reported on the NYSE Composite
Transactions Tape.
SALES PRICE
------------------
HIGH LOW
-------- --------
Fiscal year ended March 31, 1994:
Third Quarter (commencing October 29, 1993).. $29-3/8 $20
Fourth Quarter............................... 42-1/4 29-3/8
Fiscal year ended March 31, 1995:
First Quarter................................ 50-1/4 35-5/8
Second Quarter............................... 53-1/2 45-5/8
Third Quarter................................ 56-1/4 47
Fourth Quarter............................... 57-1/2 32-3/4
Fiscal year ending March 31, 1996:
First Quarter................................ 43-5/8 30-3/8
Second Quarter............................... 53-1/2 44
Third Quarter................................ 49-5/8 42-5/8
Fourth Quarter (through January 19, 1996).... 51-1/8 45-3/4
See the cover page of this Prospectus for a recent price of the Common Stock.
The Company has paid cash dividends of $.02 per share on the Common Stock
in each completed quarter following its initial public offering in 1993. The
Company expects to continue to pay quarterly cash dividends on the Common Stock.
The declaration and payment of dividends on the Common Stock will be subject to
the discretion of the Board of Directors of the Company. The timing and amount
of dividends, if any, will depend, among other things, on the Company's results
of operations, financial condition, cash requirements and other factors deemed
relevant by the Board of Directors. In addition, the Company's credit agreement
and indentures contain certain restrictions on its ability to pay dividends.
SELLING STOCKHOLDERS
The Selling Stockholders received their shares pursuant to the Company's
1993 Stock Incentive Plan. See Appendix A for certain information regarding the
Selling Stockholders.
-6-
<PAGE>
PLAN OF DISTRIBUTION
The Company will not receive any proceeds from the sale of the Shares by
the Selling Stockholders. The Shares or any part thereof may be sold from time
to time by any of the Selling Stockholders or by donees or transferees, directly
or through underwriters, dealers or agents, who may receive compensation in the
form of underwriting discounts, concessions or commissions from the Selling
Stockholders or the purchasers of Shares for whom they may act as agent (which
discounts and commissions are not anticipated to exceed those customary in the
types of transactions involved). The Shares may be sold in amounts and on terms
to be determined at the time of sale. The Selling Stockholders reserve the sole
right to accept and, together with any agent of the Selling Stockholders, to
reject in whole or in part any proposed purchase of the Shares. 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.
To the extent required, the Company will prepare and file with the
Commission a post-effective amendment to the Registration Statement or a
supplement to this Prospectus.
Offers or sales of the Shares have not been registered or qualified under
the laws of any country, other than the United States. To comply with certain
states' securities laws, if applicable, the Shares will be offered or sold in
such jurisdictions only through registered or licensed brokers or dealers. In
addition, in certain states the Shares may not be offered or sold unless they
have been registered or qualified for sale in such states or an exemption from
registration or qualification is available and is complied with.
Under applicable rules and regulations under the Exchange Act, any person
engaged in a distribution of the Shares may not simultaneously engage in market-
making activities with respect to such Shares for a period of two to nine
business days prior to the commencement of such distribution. In addition to and
without limiting the foregoing, each Selling Stockholder and any other person
participating in a distribution will be subject to applicable provisions of the
Exchange Act and the rules and regulations thereunder, including without
limitation Rules 10b-2, 10b-6 and 10b-7, which provisions may limit the timing
of purchases and sales of any of the Shares by the Selling Stockholders or any
such other person. All of the foregoing may affect the marketability of the
Shares and the brokers' and dealers' ability to engage in market-making
activities with respect to the Shares.
-7-
<PAGE>
EXPERTS
The audited consolidated financial statements and schedules of the Company
incorporated by reference in this Prospectus and elsewhere in the registration
statement as of March 31, 1995 and 1994 and for each of the three fiscal years
ended March 31, 1995 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 incorporated by reference herein from the
Company's Form 10-K for the fiscal year ended March 31, 1995.
The audited consolidated financial statements of CEAC incorporated by
reference in this Prospectus for the three years ended December 31, 1994, 1993
and 1992 and as of December 31, 1994 and 1993 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.
The audited consolidated financial statements of Schuylkill Holdings, Inc.
and its subsidiary as of December 31, 1994 and for the year then ended
incorporated by reference in this Prospectus have been audited by Deloitte &
Touche LLP, independent auditors, as stated in their report incorporated by
reference herein (which report expresses an unqualified opinion and includes an
explanatory paragraph regarding the ability of the Schuylkill to continue as a
going concern).
-8-
<PAGE>
APPENDIX A
to Prospectus of Exide Corporation
With Respect to 780,733
Shares of Common Stock
Selling Stockholders
--------------------
<TABLE>
<CAPTION>
SHARES OWNED AFTER OFFERING
---------------------------
POSITIONS WITH
EXIDE IN PAST SHARES OWNED % OF CLASS
NAME THREE YEARS BEFORE OFFERING SHARES OFFERED NUMBER IF OVER 1%
- ---- -------------- --------------- -------------- ------ ----------
<S> <C> <C> <C> <C> <C>
Arthur M. Hawkins Chairman, President, 2,345,942 240,406 2,105,536 10.0
CEO and Director
Douglas N. Pearson Executive Vice President 504,075 61,840 442,235 2.1
and Director
William J. Rankin Executive Vice President 113,245 30,920 82,325
and Director
Alan E. Gauthier Executive Vice President 32,620 30,920 1,700
and Director
William H. Barnes Senior Vice President 31,020 30,920 100
Richard R. Randles Division President 23,190 23,190 0
Jack J. Sosiak Executive Vice President 50,732 23,190 27,542
Bernard F. Stewart Executive Vice President, 23,195 23,190 5
Secretary and
General Counsel
Rodney D. Watson President, Sure Start 23,190 23,190 0
Division
Joseph C. Calio III Senior Vice President 37,518 15,460 22,058
</TABLE>
-9-
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C>
Milo E. Huddelston Vice President 15,460 15,460 0
Rex E. Luzader Vice President 15,760 15,460 300
Steven C. Schwan Vice President 15,460 15,460 0
Michael G. Shaw Vice President 15,460 15,460 0
Nicholas Stratigeas Vice President 16,364 15,460 904
John P. Baranski, Jr. Vice President 11,595 11,595 0
William J. Fittipaldi Plant Manager - Plastics 11,595 11,595 0
L. Sam Holden Senior Plant Manager 11,595 11,595 0
Michael D. Roberts Senior Plant Manager 11,595 11,595 0
Carl J. Anderson Director of Engineering 7,730 7,730 0
Jeffrey R. Barna Sales Director 7,734 7,730 4
Gerald A. Beaky Plant Manager 7,730 7,730 0
Jack P. Bergeron Director of Production 7,730 7,730 0
James A. Bourne Vice President 7,730 7,730 0
Dennis D. Bowe Sales Director 7,730 7,730 0
Peter N. Cutler Sales Director 7.730 7,730 0
Gary L. Hackenberg Vice President 7,784 7,730 54
</TABLE>
-10-
<PAGE>
<TABLE>
<CAPTION>
SHARES OWNED AFTER OFFERING
---------------------------
POSITIONS WITH
EXIDE IN PAST SHARES OWNED % OF CLASS
NAME THREE YEARS BEFORE OFFERING SHARES OFFERED NUMBER IF OVER 1%
- ---- -------------- --------------- -------------- ------ ----------
<S> <C> <C> <C> <C> <C>
Fred A. Liebmann Director of Pricing 7,730 7,730 0
Leonard J. Littlehale Sales Director 7,730 7,730 0
Anand P. Rendall Vice President 7,830 7,730 100
William A. Schaefer Plant Manager 7,730 7,730 0
Jarvis M. Chappell Division Vice President 3,865 3,865 0
Jeffrey H. Concannon Sales Director 3,865 3,865 0
Mark A. Hoffman Sales Director 3,869 3,865 4
Joseph T. Kenny Sales Director 3,865 3,865 0
James R. Leupold Sales Director 3,865 3,865 0
Howard A. Master, Jr. Plant Manager 3,865 3,865 0
Allen G. Moore Division Vice President 3,865 3,865 0
Rogan C. Murdock Sales Director 3,865 3,865 0
Stephen Nylund Sales Director 3,865 3,865 0
Robert A. Pesek Sales Director 3,865 3,865 0
William Spears Division Vice President 3,865 3,865 0
Robert A. Thomson Sales Director 3,865 3,865 0
James Werbe Plant Manager 3,865 3,865 0
Willard L. Yates Sales Director 3,965 3,865 100
Jeffrey M. Bachamp Plant Superintendent 2,319 2,319 0
Gregory W. Stoermer Plant Manager 2,319 2,319 0
James E. Toews Senior Plant Manager 2,319 2,319 0
</TABLE>
-11-
<PAGE>
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 STOCKHOLDERS. 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
AVAILABLE INFORMATION................................................ 2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE...................... 2
THE COMPANY.......................................................... 3
PRICE RANGE OF COMMON STOCK AND DIVIDEND POLICY...................... 6
SELLING STOCKHOLDERS................................................. 6
PLAN OF DISTRIBUTION................................................. 7
EXPERTS.............................................................. 8
780,733 SHARES
EXIDE CORPORATION
COMMON STOCK
($.01 PAR VALUE)
--------------------
PROSPECTUS
--------------------
JANUARY 23, 1996
