<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 13, 1997
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-1004
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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)
DELAWARE 23-0552730
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION
INCORPORATION OR ORGANIZATION) NUMBER)
1400 NORTH WOODWARD AVENUE
BLOOMFIELD HILLS, MICHIGAN 48304
(248) 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, LEGAL AFFAIRS
EXIDE CORPORATION
1400 NORTH WOODWARD AVENUE
BLOOMFIELD HILLS, MICHIGAN 48304
(248) 258-0080
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
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COPIES TO:
CARTER W. EMERSON, ESQ.
KIRKLAND & ELLIS
200 EAST RANDOLPH DRIVE
CHICAGO, ILLINOIS 60601
(312) 861-2000
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Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this Registration Statement as determined
by market conditions.
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 filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act registration statement number of the
earlier registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, please 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
under the Securities Act of 1933, please check the following box. [_]
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
PROPOSED
MAXIMUM PROPOSED
TITLE OF EACH CLASS AMOUNT TO BE OFFERING PRICE MAXIMUM AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED( ) PER SHARE(1) OFFERING PRICE(1) REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Stock, par value $0.01 per
share........................... 50,000 shares $19.59 $979,500 $296.82
</TABLE>
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(1) Estimated in accordance with Rule 457 solely for the purpose of
calculating the registration fee.
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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, OR UNTIL THE 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>
50,000 SHARES
EXIDE CORPORATION
COMMON STOCK
($0.01 PAR VALUE)
This Prospectus relates to 50,000 shares of Common Stock, $0.01 par value
per share (the "Shares"), of Exide Corporation (the "Company"). All of the
Shares offered hereby are offered for the account of and may be sold from time
to time by CEAG Industrie-Aktien und Anlagen AG, a corporation organized under
the laws of the Federal Republic of Germany (the "Selling Stockholder"). The
Company will not receive any of the proceeds from the sale of the Shares by
the Selling Stockholder. The Shares have been issued to the Selling
Stockholder by the Company pursuant to a Purchase and Transfer Agreement,
executed on April 15, 1997, between the Company, certain of its subsidiaries
and the Selling Stockholder as part of the consideration for the acquisition
of DETA (as defined). See "Use of Proceeds," "Plan of Distribution" and
"Selling Stockholder."
The Selling Stockholder has advised the Company that the Shares may be
offered from time to time, as determined by market conditions, in ordinary
brokerage transactions on the New York Stock Exchange, including by means of
one or more block trades or special offerings, through brokers, dealers or
agents of the Selling Stockholder, or in other transactions as described in
greater detail below under "Plan of Distribution."
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The Common Stock is listed on the New York Stock Exchange under the symbol
EX. The closing sale price of the Common Stock on the New York Stock Exchange
on August 12, 1997 was $19.44 per share. The Company has agreed to pay for the
expenses of the registration of the Shares under the Securities Act of 1933,
as amended (the "Securities Act") and the preparation of this Prospectus.
----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY SECURITIES AND EX-
CHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURI-
TIES 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.
----------------
No person has been authorized by the Company to give any information or to
make any representation not contained or incorporated by reference in this
Prospectus in connection with the offer described herein, and any information
or representation not contained or incorporated by reference herein 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 a
solicitation of an offer to buy any securities offered hereby in any
jurisdiction to any person to whom it is unlawful to make such an offer in
such jurisdiction, nor an offer to sell or a solicitation of an offer to buy
any securities other than those offered hereby. Neither the delivery of this
Prospectus nor any sale made hereunder shall under any circumstances create
any implication that there has been no change since the date hereof in the
affairs of the Company or in the information set forth herein.
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The date of this Prospectus is , 1997
<PAGE>
FORWARD-LOOKING STATEMENTS; RISK FACTORS
THIS PROSPECTUS, INCLUDING THE DOCUMENTS INCORPORATED HEREIN BY REFERENCE,
INCLUDES "FORWARD-LOOKING STATEMENTS" WITHIN THE MEANING OF SECTION 27A OF THE
SECURITIES ACT AND SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED (THE "EXCHANGE ACT"). ALL STATEMENTS OTHER THAN STATEMENTS OF
HISTORICAL FACTS INCLUDED IN THIS PROSPECTUS AND INCORPORATED BY REFERENCE
HEREIN REGARDING THE COMPANY'S FINANCIAL POSITION AND BUSINESS STRATEGY MAY
CONSTITUTE FORWARD-LOOKING STATEMENTS. ALTHOUGH THE COMPANY BELIEVES THAT THE
EXPECTATIONS REFLECTED IN SUCH FORWARD-LOOKING STATEMENTS ARE REASONABLE, IT
CAN GIVE NO ASSURANCE THAT SUCH EXPECTATIONS WILL PROVE TO HAVE BEEN CORRECT.
THE COMPANY'S CORE BUSINESS, THE DESIGN, MANUFACTURE AND SALE OF LEAD ACID
BATTERIES, AND THE COMPANY'S STRUCTURE INVOLVES RISK AND UNCERTAINTY.
IMPORTANT FACTORS AND RISKS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER
MATERIALLY FROM THE COMPANY'S EXPECTATIONS INCLUDE (A) THE ADVERSE EFFECT OF
UNSEASONABLE WEATHER (WARM WINTERS AND COOL SUMMERS) ON THE DEMAND FOR THE
PRINCIPAL PRODUCT OF THE COMPANY, LEAD ACID BATTERIES, (B) THE RESTRICTIONS
PLACED ON THE COMPANY'S OPERATING AND FINANCIAL FLEXIBILITY BY ITS SUBSTANTIAL
DEBT AND DEBT SERVICE REQUIREMENTS, (C) THE ABILITY OF THE COMPANY TO REALIZE
ITS NET OPERATING LOSS CARRY FORWARDS, (D) FLUCTUATIONS IN THE PRICE OF LEAD,
THE LARGEST COMPONENT OF LEAD ACID BATTERIES, (E) POSSIBLE ENVIRONMENTAL
LIABILITIES ASSOCIATED WITH THE MANUFACTURING OF LEAD ACID BATTERIES, (F) THE
CURRENCY RESTRICTIONS AND EXCHANGE RATE FLUCTUATIONS ASSOCIATED WITH THE
COMPANY'S FOREIGN OPERATIONS, (G) COMPETITIVENESS OF THE BATTERY MARKETS IN
NORTH AMERICA AND EUROPE AND (H) THE SUCCESS OF RESTRUCTURING ACTIVITIES AND
INTEGRATION OF ACQUISITIONS. ALL FORWARD-LOOKING STATEMENTS ATTRIBUTABLE TO
THE COMPANY OR PERSONS ACTING ON ITS BEHALF ARE EXPRESSLY QUALIFIED IN THEIR
ENTIRETY BY THE CAUTIONARY STATEMENTS.
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 thereto, 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 and to which
reference is hereby made. Statements 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. The Registration Statement
may be inspected and copied at the public reference facilities maintained by
the Commission referred to below.
The Company is subject to the informational requirements of the Exchange
Act, and in accordance therewith, files reports, proxy statements and other
information with the Commission. Such reports, proxy statements and other
information filed with the Commission 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, Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's regional
offices located at Seven World Trade Center, New York, New York 10048 and
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-
2511. Copies of such materials may be obtained at prescribed rates by writing
the Commission, Public Reference Section, 450 Fifth Street, N.W., Washington,
D.C. 20549. Such material may also be accessed electronically by means of the
Commission's home page on the Internet at http://www.sec.gov. In addition,
reports, proxy statements and other information concerning the Company can
also be inspected at the offices of the New York Stock Exchange, Inc., 11 Wall
Street, New York, New York 10005.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which have been filed by the Company with the
Commission, are incorporated herein by reference:
1. Quarterly Report on Form 10-Q for the fiscal quarter ended June 29, 1997.
2. Annual Report on Form 10-K for the fiscal year ended March 31, 1997.
3. The description of 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 the above
documents 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 above. Requests for such documents should be directed
to Exide Corporation, 1400 North Woodward Avenue, Bloomfield Hills, Michigan,
48304, telephone (248) 258-0080, Attention: Investor Relations.
THE COMPANY
The Company is the leading manufacturer and marketer of starting, lighting
and ignition ("SLI") batteries in the world. The Company had consolidated net
sales of $2.3 billion in each of fiscal 1996 and 1997.
NORTH AMERICA
The Company has 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.
Over 80% of all automotive batteries sold in the United States and Canada
are sold in the aftermarket, which is the Company's principal market. 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.
("Sears") 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 and in June, 1997, the relationship was expanded. The
Company is near the principal battery supplier to Sears and affiliated
companies including Sears Auto Centers, Sears Hardware and the new NTB
National Tire and Battery stores. The Company is the leading supplier for most
of the 20 largest battery retailers in the United States, including Sears,
NAPA Distribution Centers, Kmart Corp., CSK Inc., Paccar and The Pep Boys-
Manny, Moe & Jack. The Company also produces SLI batteries for the OEM market
in North America. Customers include Chrysler Corporation, for whom the Company
is the primary battery supplier, as well as John Deere, E-Z-60, Ford New
Holland, Mitsubishi Motor Manufacturing Company NAUISTAR and others.
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
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merchandise displays, innovative packing and programs to assist customers in
marketing and inventory management. To support and expand this customer base,
the Company has expanded its Company-owned distribution system from 12
wholesale branch outlets in 1985 to approximately 130 today. These outlets,
which distribute Company batteries to both large accounts and local dealers
and other small volume customers, also allow the Company to collect used
batteries for recycling in the Company's 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(R), Willard(R) and Prestolite(R), has strengthened
its brand recognition through promotional activities, including sponsoring a
NASCAR Winston Cup racing team. The Company also produces and markets, under
license from NASCAR, the Exide NASCAR Select line of batteries and
remanufactured starters and alternators.
For fiscal 1997, the Company's North American operations accounted for
approximately 37% of the Company's consolidated net sales.
EUROPE
The Company is the leading manufacturer and marketer of SLI and industrial
batteries in Europe through its acquisitions of B.I.G. Batteries Group
Limited, Sociedad Espanola del Acumulador Tudor, S.A. and Compagnie Europeenne
d' Accumulateurs S.A., as well as its assumption of the customers of Gemala
Battery Company Limited. The Company is a leading competitor in the following
European countries: France, Spain, Italy, Germany, the United Kingdom, Sweden,
Denmark, Finland, Norway, Poland, Turkey, Belgium, The Netherlands,
Luxembourg, Greece and Portugal. The Company has a leading market share in SLI
batteries and industrial batteries in Europe.
The Company is an established producer of SLI batteries for the European OEM
market and is one of the long-term major suppliers to Fiat S.p.A., the
Volkswagen group (Volkswagen AG/AUDI AG/Seat/Skoda Automobilova AS), the PSA
group (Peugot S.A./Citroen), the Renault group, Volvo and the European
operations of Ford. The Company's European SLI brands are well known for high
quality, including its Anker(TM), BIG(TM), Exide(TM), Fulmen(TM), Hagen
Batterie(TM), LYAC Power(TM), SONNAK(TM), Sonnenschein(TM) and Tudor(TM)
brands. The Company has also enjoyed long-standing relationships with its
standby battery customers, including telecommunications companies and European
armed forces, and traction battery customers, including the electric vehicle
operations of the Linde group (Still GmbH, LL Fenwicks and Lansing), Clark and
Jungheinrich. As in the automotive market, the Company's European industrial
brands, including ASTA(TM), Chloride Motive Power(TM), Fulmen(TM), Hagen
Batterie(TM), Sonnenschein(TM) and TS(TM) are recognized in their markets for
high quality.
For fiscal 1997, the Company's European operations represented approximately
63% of the Company's consolidated net sales.
The above described trademarks and trade names of the Company and its
subsidiaries are registered or otherwise protected under laws of various
jurisdictions. The Company's principal executive offices are located at 1400
North Woodward Avenue, Bloomfield Hills, Michigan 48304, telephone number
(248) 258-0080.
RECENT DEVELOPMENTS
In April 1997, Exide Holding Europe ("Exide Europe"), a wholly-owned
European subsidiary of the Company, privately issued 9 1/8% Senior Notes due
2004 in the principal amount of approximately $102 million. The proceeds of
such offering were used to repay a portion of the borrowings under the
facilities agreement (the "Facilities Agreement") of certain European
subsidiaries of the Company with a group of lenders.
In May 1997, the Company retired pursuant to a tender offer approximately
98% of its 12 1/4% Senior Subordinated Deferred Coupon Debentures due 2004 for
approximately $104 million, resulting in an
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extraordinary loss of approximately $6.4 million, and entered into a
supplemental indenture which eliminated a substantial number of such
Debentures' restrictive covenants and certain of their events of default. The
tender offer was financed with borrowings under the Company's U.S. credit
agreement. Also in May 1997, certain of the Company's European subsidiaries
established facilities under which they sold and will continue to sell trade
accounts receivable. The initial proceeds of such facilities, approximately
$112 million, were used to repay borrowings under the Facilities Agreement.
In July 1997, the Company acquired three related German producers and
marketers of SLI and industrial batteries, DETA Akkumulatorenwerk GmbH, MAREG
Accumulatoren GmbH and FRIWO SILBERKRAFT GmbH (together "DETA") from the
Selling Stockholder for approximately $33 million plus assumed debt of
approximately $57 million. Such acquisition was financed primarily with
borrowings under the Facilities Agreement. DETA competes in most western
European countries and is the largest supplier of SLI batteries to BMW in
Germany.
SELLING STOCKHOLDER
The Shares have been issued to the Selling Stockholder pursuant to a
Purchase and Transfer Agreement, executed on April 15, 1997 between the
Company, certain of its subsidiaries and the Selling Stockholder as part of
the consideration for the acquisition of DETA.
As of the date of this Prospectus, the Shares are the only shares of the
Company's Common Stock beneficially owned by the Selling Stockholder.
USE OF PROCEEDS
The Selling Stockholder will receive all proceeds from the sale of the
Shares, less any brokerage fees, commissions or discounts associated with the
such sales. The Company has agreed to pay the registration, accounting, legal
and other fees in connection with this offering, which are estimated to be
$27,297.00.
PLAN OF DISTRIBUTION
The Company will not receive any of the proceeds from the sale of the Shares
offered hereby. The Selling Stockholder has advised the Company that the
Shares may be offered, from time to time, as determined by market conditions,
by any of the following means, or any combination thereof: (i) ordinary
brokerage transactions on the New York Stock Exchange and transactions in
which a broker, dealer or agent of the Selling Stockholder solicits
purchasers; (ii) block trades in accordance with the rules of the New York
Stock Exchange in which a broker, dealer or agent of the Selling Stockholder
may attempt to sell the Shares as agent but may position and resell all or a
portion of the block as principal to facilitate the transactions; (iii) "off-
board" secondary distributions, exchange distributions or special offerings in
accordance with the rules of the New York Stock Exchange in which a broker,
dealer or agent of the Selling Stockholder may act as principal or agent; (iv)
sales to a broker, dealer or agent of the Selling Stockholder in which such
broker, dealer or agent of the Selling Stockholder purchases the Shares as
principal and resells the Shares for its own account pursuant to a prospectus
supplement; (v) sales "at the market" to or through a market maker or into an
existing trading market, on an exchange or otherwise, for the Shares; and (vi)
sales in other ways not involving market makers or established trading
markets, including direct sales to institutions or individual purchasers. The
Shares are expected to be sold at prices prevailing at the time of sale, and
it is anticipated that the offering prices will not exceed the last reported
sale price for the Common Stock of the Company on the New York Stock Exchange
immediately prior to the determination thereof. Any brokerage commissions or
other compensation paid by the Selling Stockholder are not expected to exceed
those customary in the types of transactions involved. A broker, dealer or
agent of the Selling Stockholder may also receive compensation from purchasers
of the Shares which is not expected to exceed that customary in the types of
transactions involved.
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In connection with the sale of the Shares offered hereby, any participating
broker, dealer or agent of the Selling Stockholder may be deemed to be an
underwriter within the meaning of the Securities Act, in which event the
brokerage commissions or discounts received by any such person may be deemed
to be underwriting compensation. To the extent required by the Securities Act,
additional information relating to the specific shares offered, the price at
which such shares are offered and the particular selling arrangements, if any,
made with any broker, dealer or agent in connection therewith (including any
applicable commissions or discounts) will be set forth in an accompanying
prospectus supplement or, if appropriate, a post-effective amendment to the
Registration Statement of which this Prospectus is a part.
LEGAL MATTERS
Certain legal matters with respect to the Shares will be passed upon for the
Company by Kirkland & Ellis, a partnership including professional
corporations, Chicago, Illinois.
EXPERTS
The audited consolidated financial statements and schedule of the Company
for the fiscal year ended March 31, 1997 incorporated by reference in this
Prospectus and elsewhere in the Registration Statement have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
report with respect thereto dated June 24, 1997, and are included herein in
reliance upon the authority of said firm as experts in giving said report.
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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 brokerage fees and
commissions), all of which are being paid by the Company:
<TABLE>
<S> <C>
Securities and Exchange Commission Registration Fee.............. $ 297
Accounting Fees and Expenses..................................... 2,000
Legal Fees and Expenses.......................................... 15,000
Miscellaneous Expenses........................................... 10,000
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Total........................................................ $27,297
=======
</TABLE>
All of the above, other than the SEC registration fee, are estimated.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law (the "DGCL") permits
indemnification of directors, employees and agents of corporations under
certain conditions and subject to certain limitations. The Company's
certificate of incorporation and 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 broader indemnification) in
the future. The Company's 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 director.
ITEM 16. EXHIBITS.
See Index to Exhibits.
ITEM 17. UNDERTAKINGS.
The undersigned Company 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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective 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 (i) and (ii) above 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 Company pursuant to section 13 or
section 15(d) of the Securities Exchange Act that are incorporated by
reference in the registration statement;
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(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act
(and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act) that is
incorporated by reference in this 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.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Company of expenses incurred or paid by a director, officer or controlling
person of the Company 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 Company will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
II-2
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SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THE
REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE IT MEETS ALL
THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF READING, PENNSYLVANIA, AS OF AUGUST 12, 1997.
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, AS AMENDED, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED. EACH PERSON WHOSE SIGNATURE APPEARS
BELOW CONSTITUTES AND APPOINTS ALAN E. GAUTHIER AND CATHERINE B. HNATIN AND
EACH OF THEM AS TRUE AND LAWFUL ATTORNEYS-IN-FACT AND AGENTS WITH FULL POWER
OF SUBSTITUTION AND RESUBSTITUTION FOR HIM OR HER AND IN HIS OR HER NAME,
PLACE AND STEAD, IN ANY AND ALL CAPACITIES TO SIGN ANY AND ALL AMENDMENTS
(INCLUDING PRE-EFFECTIVE AND POST-EFFECTIVE AMENDMENTS) TO THIS 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, 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 OR SHE MIGHT OR COULD DO IN PERSON, HEREBY RATIFYING AND
CONFIRMING ALL THAT SAID ATTORNEYS-IN-FACT AND AGENTS, OR EITHER OF THEM, OR
THEIR OR 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 Chairman of the Board, chief August 12, 1997
____________________________________ Executive Officer and
Arthur M. Hawkins President (Principal
Executive Officer)
/s/ Alan E. Gauthier Executive Vice President, August 12, 1997
____________________________________ Chief Financial Officer and
Alan E. Gauthier Director (Principal
Financial and Accounting
Officer)
/s/ Douglas N. Pearson Executive Vice President, August 12, 1997
____________________________________ President--North American
Douglas N. Pearson Operations and Director
/s/ Earl Dolive Director August 12, 1997
____________________________________
Earl Dolive
/s/ Robert H. Irwin Director August 12, 1997
____________________________________
Robert H. Irwin
/s/ Thomas J. Reilly, Jr. Director August 12, 1997
____________________________________
Thomas J. Reilly
Director August 12, 1997
____________________________________
Arthur R. Taylor
/s/ James T. Watson Director August 12, 1997
____________________________________
James T. Watson
</TABLE>
II-3
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- --------------------------------------------------------------------
<C> <S>
4.1* Restated Certificate of Incorporation of the Company, incorporated
by reference to Exhibit 4.1 to the Company's Registration Statement
on Form S-3 (File No. 333-29991), as amended.
4.2* Restated Bylaws of the Company, incorporated by reference to Exhibit
3.2 to the Company's Registration Statement on Form S-1 (File No.
33-68016), as amended.
Opinion of the Executive Vice President, Legal Affairs, of the
5 Company.
Consent of the Executive Vice President, Legal Affairs, of the
23.1 Company (included in Exhibit 5).
23.2 Consent of Arthur Andersen LLP.
24** Power of Attorney.
</TABLE>
- --------
* Incorporated by reference.
** Included in Signature page on II-3
<PAGE>
EXHIBIT 5
[EXIDE LETTERHEAD]
August 13, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Ladies and Gentlemen:
I am Executive Vice President, Legal Affairs, of Exide Corporation, a
Delaware corporation (the "Company"). I have acted in such capacity in
connection with the proposed registration by the Company of 50,000 shares of
its Common Stock, par value $.01 per share (the "Shares"), pursuant to a
Registration Statement on Form S-3 filed with the Securities and Exchange
Commission (the "Commission") 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"). The Shares are being
issued to CEAG Industrie-Aktien and Anlagen AG ("CEAG") pursuant to that
certain Purchase and Transfer Agreement, executed on April 15, 1997, between
the Company, certain of its subsidiaries and CEAG. In preparing this letter, I
have examined such corporate proceedings, documents, records and matters of
law as I have deemed necessary to enable me to render this opinion.
Subject to the assumptions, qualifications and other limitations which are
identified in this letter, I advise you that when the Shares have been duly
executed and delivered on behalf of the Company and countersigned by the
Company's registrar, the Shares will be validly issued, fully paid and
nonassessable.
I have assumed that each document I have reviewed for purposes of this
letter is accurate and complete, that each such document that purports to be
an original is authentic, that each such document that is a copy conforms to
an authentic original, and that all signatures on each such document are
genuine. I have assumed (other than with respect to the Company) that all
documents and instruments I have reviewed have been duly authorized, executed
and delivered by the respective parties thereto, the respective parties
thereto had the corporate power and authority to execute, deliver and perform
such documents and instruments, the execution, delivery and performance of
such documents and instruments by each party thereto did not and will not
violate the charter or bylaws of such party or any contract to which such
party is bound and comply with all laws, governmental rules and regulations
applicable to each such party, and that such documents and instruments
constitute the valid and binding obligation of such party, enforceable against
such party in accordance with their respective terms.
I am qualified to practice law in the State of Michigan and my advice on
every legal issue addressed in this letter is based exclusively on the General
Corporation Law of the State of Delaware or the federal law of the United
States, and represents my opinion as to how that issue would be resolved were
it to be considered by the highest court in the jurisdiction which enacted
such law. Without limiting the generality of the preceding sentence, I express
no opinion with respect to compliance with any state securities (or "Blue
Sky") laws or regulations. The manner in which any particular issue would be
treated in any actual court case would depend in part on facts and
circumstances particular to the case, and this letter is not intended to
guarantee the outcome of any legal dispute which may arise in the future.
This letter speaks as of the time of its delivery on the date it bears. I do
not assume any obligation to provide you with any subsequent opinion or advice
by reason of any fact about which I did not have actual knowledge at that
time, by reason of any change subsequent to that time in any law covered by
any of my opinions, or for any other reason. This letter is limited to the
specific issues addressed herein, and no opinion may be inferred or implied
beyond that expressly stated herein.
<PAGE>
Exide Corporation
August 13, 1997
Page 2
I hereby consent to the filing of this letter with the Commission as Exhibit
5 to the Registration Statement. In giving this consent, I do not hereby admit
that I am in the category of persons whose consent is required under Section 7
of the Act or the rules and regulations of the Commission.
This letter is furnished to you in connection with the registration of the
Shares pursuant to the Registration Statement. Without my written consent: (i)
no person other than you may rely on this letter for any purpose; (ii) this
letter may not be cited or quoted in any document or communication which might
encourage reliance upon this letter by any person for any purpose excluded by
the restrictions in this paragraph; and (iii) copies of this letter may not be
furnished to anyone for purposes of encouraging such reliance.
Very truly yours,
/s/ Bernard F. Stewart
---------------------------
Bernard F. Stewart
<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 of our report dated June 24, 1997
included in Exide Corporation's Form 10-K for the fiscal year ended March 31,
1997 and to all references to our Firm included in this Registration
Statement.
Arthur Andersen LLP
Philadelphia, Pennsylvania,
August 13, 1997
