LARIZZA INDUSTRIES INC, S-1/A, 1994-03-17

LARIZZA INDUSTRIES INC
S-1/A, 1994-03-17
MOTOR VEHICLE PARTS & ACCESSORIES

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 17, 1994

REGISTRATION NO. 33-52641

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------

AMENDMENT NO. 1

FORM S-1
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
------------------------------

LARIZZA INDUSTRIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
<S> <C> <C>
OHIO 3714 34-1376202
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of Classification Code Number) Identification No.)
incorporation or
organization)
</TABLE>

SUITE 1040
201 WEST BIG BEAVER ROAD
TROY, MICHIGAN 48084
(810) 689-5800
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)

------------------------------

RONALD T. LARIZZA
PRESIDENT AND CHIEF EXECUTIVE OFFICER
LARIZZA INDUSTRIES, INC.
SUITE 1040
201 WEST BIG BEAVER ROAD
TROY, MICHIGAN 48084
(810) 689-5800
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

Copies to:

<TABLE>
<S> <C>
Patrick T. Duerr, Esq. Robert H. Friedman, Esq.
Honigman Miller Schwartz and Cohn Olshan Grundman Frome & Rosenzweig
2290 First National Building 505 Park Avenue
Detroit, Michigan 48226-3583 New York, New York 10022
</TABLE>

------------------------------

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this registration statement becomes effective.
------------------------------

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 check the following box. / /
------------------------------

CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C> <C> <C> <C>
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<CAPTION>
PROPOSED MAXIMUM
PROPOSED MAXIMUM AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED(1) PER SHARE(2) PRICE(2) FEE
<S> <C> <C> <C> <C>
- -------------------------------------------------------------------------------------------------------------
Common Stock, no par value.... 9,523,040 $7.375 $70,232,420 $24,218.08
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</TABLE>

(1) Includes 1,240,000 shares to be sold by the Company upon exercise of an
option granted by the Company to the Underwriters solely to cover
over-allotments.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee, based on a bona fide estimate of the maximum public
offering price pursuant to Rule 457(a) under the Securities Act of 1933.
------------------------------

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 THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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<PAGE> 2

LARIZZA INDUSTRIES, INC.

CROSS REFERENCE SHEET

UNDER ITEM 501(B) OF REGULATION S-K

<TABLE>
<CAPTION>
ITEM
NO. FORM S-1 CAPTION CAPTION IN PROSPECTUS
- ----- ---------------------------------------- -----------------------------------------------
<S> <C> <C>
1. Forepart of the Registration Statement
and Outside Front Cover Page of
Prospectus.............................. Outside Front Cover Page
2. Inside Front and Outside Back Cover
Pages of Prospectus..................... Available Information; Inside Front Cover Page;
Outside Back Cover Page
3. Summary Information, Risk Factors and
Ratio of Earnings to Fixed Charges...... Prospectus Summary; Investment Considerations;
The Company
4. Use of Proceeds......................... Use of Proceeds
5. Determination of Offering Price......... Not Applicable
6. Dilution................................ Not Applicable
7. Selling Security Holders................ Principal and Selling Shareholders
8. Plan of Distribution.................... Outside Front Cover Page; Underwriting
9. Description of Securities to
be Registered........................... Description of Capital Stock
10. Interests of Named Experts
and Counsel............................. Not Applicable
11. Information with Respect to
the Registrant.......................... Outside Front Cover Page; Prospectus Summary;
Investment Considerations; The Company;
Capitalization; Price Range of Common Stock and
Dividend Policy; Selected Consolidated
Financial Data; Management's Discussion and
Analysis of Financial Condition and Results of
Operations; Business; Management; Certain
Transactions; Principal and Selling
Shareholders; Description of Capital Stock;
Indemnification; Consolidated Financial
Statements
12. Disclosure of Commission Position on
Indemnification for Securities
Act Liabilities......................... Not Applicable
</TABLE>
<PAGE> 3

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD
BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES
LAWS OF ANY SUCH STATE.

SUBJECT TO COMPLETION

PRELIMINARY PROSPECTUS DATED MARCH 17, 1994

8,283,040 SHARES
[LOGO]

LARIZZA INDUSTRIES, INC.

COMMON STOCK
------------------------

The 8,283,040 shares of the Company's Common Stock, no par value (the
"Common Stock"), offered hereby are being sold by the Selling Shareholders. See
"Principal and Selling Shareholders." The Company will not receive any of the
proceeds from the sale of shares by the Selling Shareholders. Of the 8,283,040
shares of Common Stock offered, 6,626,440 shares are being offered hereby in the
United States and Canada (the "U.S. Shares") and 1,656,600 shares are being
offered in a concurrent international offering outside the United States and
Canada. The price to the public and aggregate underwriting discounts and
commissions per share will be identical for both offerings. See "Underwriting."

The Common Stock is quoted on the American Stock Exchange under the symbol
"LII." On March 16, 1994, the last sale price of the Common Stock as reported by
the American Stock Exchange was $7.25 per share. See "Price Range of Common
Stock and Dividend Policy."

SEE "INVESTMENT CONSIDERATIONS" FOR A DISCUSSION OF CERTAIN FACTORS THAT
SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS.

------------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.

<TABLE>
- -----------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------
UNDERWRITING PROCEEDS
PRICE TO DISCOUNTS TO SELLING PROCEEDS TO
PUBLIC AND COMMISSIONS(1) SHAREHOLDERS(2) COMPANY(2)
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Per Share.................... $ $ $ $ -0-
- -----------------------------------------------------------------------------------------------------
Total(3)..................... $ $ $ $ -0-
- -----------------------------------------------------------------------------------------------------
Total Assuming Full Exercise
of Over-Allotment
Option(3).................. $ $ $ $
- -----------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------
</TABLE>

(1) See "Underwriting."
(2) Before deducting expenses estimated at $ , which are payable by the
Selling Shareholders, unless such expenses exceed $475,000, in which case,
the Company and the Selling Shareholders will each pay 50% of the excess.
(3) Assuming exercise in full of the 30-day option granted by the Company to the
U.S. Underwriters to purchase up to 1,240,000 additional shares, on the same
terms, solely to cover over-allotments. See "Underwriting."

------------------------

The U.S. Shares are offered by the U.S. Underwriters, subject to prior
sale, when, as and if delivered to and accepted by the U.S. Underwriters, and
subject to their right to reject orders in whole or in part. It is expected that
delivery of the Common Stock will be made in New York City on or about
, 1994.

------------------------

PAINEWEBBER INCORPORATED
MCDONALD & COMPANY
SECURITIES, INC.
RONEY & CO.
------------------------

THE DATE OF THIS PROSPECTUS IS , 1994
<PAGE> 4
INTERIOR SYSTEMS

________________________
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|________________________|
Instrument Panel Clusters

_________________________
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|_________________________|
Air Outlets

Garnish Molding {Van}
________________________
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|________________________|

(PHOTOGRAPHS)
(SEE APPENDIX A)
<PAGE> 5
____________________
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| | | |
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|____________________| | |
Console/Instrument | |
Panel Components |______________________|
Door Panels

___________________________________________
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|___________________________________________|
Picture of Mini Van

Cup Holders
_______________________
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Garnish Molding/ | |
Padded Products | |
_____________________ | |
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| | |_______________________|
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|_____________________|

(PHOTOGRAPHS)
(SEE APPENDIX A)
<PAGE> 6

IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK OF
THE COMPANY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE AMERICAN STOCK EXCHANGE, IN THE
OVER-THE-COUNTER MARKET OR OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE
DISCONTINUED AT ANY TIME.

------------------------------

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy and information statements
and other information filed by the Company with the Commission pursuant to the
informational requirements of the Exchange Act may be inspected and copied at
the public reference facilities maintained by the Commission at 450 Fifth
Street, N.W., Room 1024, Washington, D.C. 20549, and at the following Regional
Offices of the Commission: New York Regional Office, 7 World Trade Center, Suite
1300, New York, New York 10048; and Chicago Regional Office, Northwestern Atrium
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60621-2511.
Copies of such material may be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates. The Common Stock is listed on the American Stock Exchange. Reports, proxy
and information statements and other information concerning the Company can be
inspected at such exchange.

This Prospectus, which constitutes part of a Registration Statement on Form
S-1 filed with the Commission under the Securities Act of 1933, as amended (the
"Securities Act"), by the Company (together with any amendments thereto, the
"Registration Statement"), omits certain of the information contained in the
Registration Statement. Reference is hereby made to the Registration Statement
and to the exhibits relating thereto for further information with respect to the
Company and the Common Stock offered by this Prospectus. Statements contained in
this Prospectus concerning provisions of any contract or other document referred
to in this Prospectus are summaries of such documents, are not necessarily
complete, and in each instance reference is made to the copy of such contract or
other document filed or incorporated by reference as an exhibit to the
Registration Statement or such other document, and each such statement is
qualified in its entirety by such reference. Copies of such material, including
the complete Registration Statement and the exhibits, can be inspected, without
charge at the offices of the Commission, or obtained from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates.

2
<PAGE> 7

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by the more detailed
information and financial statements appearing elsewhere in this Prospectus.
Unless otherwise indicated, the information in this Prospectus assumes that the
Underwriters' over-allotment option will not be exercised. Investors should
carefully consider the information set forth under the heading "Investment
Considerations."

THE COMPANY

Larizza Industries, Inc. (the "Company") designs and manufactures
high-quality, plastic-based components and systems utilized in the interiors of
automobiles, light trucks, sport utility vehicles and mini-vans. The Company's
product line ranges from injection molded plastic components, such as sidewall
trim, air outlet assemblies and cupholders, to highly complex systems, such as
complete instrument panels and door panels. Presently, the Company's principal
customers are various divisions of General Motors Corporation ("General
Motors"), Chrysler Corporation ("Chrysler"), Ford Motor Company ("Ford") and
Honda Motor Company ("Honda").

The Company supplies components and systems for a diverse group of vehicle
models manufactured by North American automotive original equipment
manufacturers ("automotive OEMs"). The Company currently manufactures components
and systems included on approximately 50 models being produced for the 1994
model year and expects to manufacture components and systems to be included on
approximately 50 models to be produced for the 1995 model year. Examples of
models for which the Company supplies components or systems include the
Chevrolet Lumina/Monte Carlo (automobile), the Chevrolet Blazer (light truck),
the Chrysler Jeep Grand Cherokee (sport utility vehicle) and the Mercury
Villager (mini-van). In 1994, light trucks, sport utility vehicles and mini-vans
are expected to account for more than half of the Company's revenues.

The Company is generally selected to supply a particular component two to
four years in advance of production. Once selected, the Company usually supplies
the component on a sole-source basis for the life of a vehicle model or until
the component or system is redesigned. The Company has been selected as the
sole-source supplier for certain components and systems on a diverse group of
1996, 1997 and 1998 model year vehicles. The Company is also on development
teams to engineer and design various components for the 1997 Chevrolet Corsica,
Beretta and Corvette, and the 1998 Buick Skylark, Oldsmobile Achieva, Pontiac
Grand Am, General Motors "CK" Truck and Chrysler "LH" automobiles.

In response to competitive pressures in the industry, automotive OEMs have
established programs to shift the production of components and systems to
external suppliers ("outsourcing"), thus capitalizing on their lower overhead
costs, greater flexibility and engineering expertise. Simultaneously, automotive
OEMs are reducing their supplier base by (i) mandating that their external
suppliers meet higher quality and cost standards and assume more responsibility
for engineering the products they produce, and (ii) obtaining their entire
supply of particular components and systems from single manufacturers or small
groups of manufacturers. The Company believes that the outsourcing trend and the
automotive OEMs' programs to reduce their supplier bases increase the
opportunities available to the remaining external suppliers.

The Company's primary business strategy is to pursue internal growth by
capitalizing on favorable trends in the North American automotive industry by
(i) maintaining high product quality and superior levels of customer service and
(ii) optimizing profitability and operating efficiencies through the reduction
of manufacturing costs and the maximization of plant utilization. In addition,
the Company intends to expand its product line and increase sales of systems
which, because of their inherently greater complexity and higher labor content,
produce higher profit margins. The Company may also consider the acquisition of
other companies engaged in the Company's core business if attractive
opportunities arise. There are, however, no negotiations for such acquisitions
at present, and there can be no assurance that any acquisitions will be
completed.

The Company implements its strategy of maintaining high product quality and
superior levels of customer service and reducing its manufacturing costs by
applying a "lean manufacturing" philosophy and

3
<PAGE> 8

developing and expanding the Company's engineering and design capabilities. The
primary element of this philosophy is the reduction of manufacturing costs
through the elimination of waste and the involvement of all employees in
continuously improving the Company's operations. As part of this philosophy, the
Company has instituted a performance-based compensation system linked to
individual plant profitability. Additionally, the Company has developed and
expanded its engineering and design capabilities by adding engineers and
increasing its use of engineering subcontractors, often working with its
customers early in the design phase for a component or system and, in some
cases, designing the component or system when bidding on a contract. The Company
believes that the numerous quality awards it has received from its principal
customers evidence the Company's historical success in implementing its business
strategy by delivering the quality, service and price required by its customers.

THE CONVERSION

Pursuant to the Amended and Restated Credit Agreement, dated as of January
18, 1989 and amended and restated as of December 23, 1991 (the "Credit
Agreement"), among the Company, various financial institutions (the "Lenders")
and Bankers Trust Company ("BTCo"), as agent, Internationale Nederlanden (U.S.)
Capital Corporation ("ING Capital") and Oppenheimer & Co., Inc. ("Oppenheimer"),
as the Lenders and the then current holders of the term loans under the Credit
Agreement (the "Term Loans"), converted the entire $47,000,000 of principal and
$9,254,000 of accrued interest under the Terms Loans into 8,283,040 shares of
Common Stock on March 11, 1994 (the "Conversion"). The Conversion reduced long-
term debt, accrued interest and deferred gain on debt restructure on the
Company's balance sheet as of the date of the Conversion by $47,000,000,
$9,254,000, and $3,323,000, respectively, and increased shareholders' equity by
$59,577,000. ING Capital and Oppenheimer and its affiliates are the Selling
Shareholders in this offering and are selling all of the Common Stock they
received as a result of the Conversion. ING Capital and BTCo are the holders of
the Company's long-term debt which remains outstanding after the Conversion. See
"Principal and Selling Shareholders -- Conversion."

THE OFFERING

<TABLE>
<S> <C>
Common Stock offered by the Selling Shareholders:
United States Offering................................................ 6,626,440 shares
International Offering................................................ 1,656,600 shares
Total............................................................ 8,283,040 shares
Common Stock outstanding................................................ 22,088,107 shares(1)
American Stock Exchange Symbol.......................................... LII
</TABLE>

- -------------------------
(1) Gives effect to the Conversion. See "Principal and Selling Shareholders --
Conversion."

SUMMARY CONSOLIDATED FINANCIAL DATA

The following historical summary consolidated financial data of the Company
have been derived from the consolidated financial statements of the Company,
which consolidated financial statements have been audited by KPMG Peat Marwick,
independent auditors. The consolidated financial statements as of December 31,
1993 and 1992 and for each of the years in the three-year period ended December
31, 1993, and the auditors' report thereon, which refers to a change in the
method of accounting for income taxes, are included elsewhere in this
Prospectus.

The unaudited pro forma operating data and per share data for the periods
indicated give effect to the Conversion as if it had occurred as of January 1,
1993 and have been adjusted to eliminate the use of Canadian net operating loss
carryforwards, which will not be available to the Company in 1994 because they
were fully utilized in 1993. The unaudited pro forma balance sheet data for the
periods indicated give effect to the Conversion as if it had occurred as of
December 31, 1993. See "Principal and Selling Shareholders -- Conversion." The
information below should be read in conjunction with "Management's Discussion
and Analysis of Financial Condition and Results of Operations" and the
Consolidated Financial Statements and related notes appearing elsewhere in this
Prospectus. See "Index to Consolidated Financial Statements."

4
<PAGE> 9

SUMMARY CONSOLIDATED FINANCIAL DATA
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
HISTORICAL
PRO FORMA(1) --------------------------------------------
------------ YEAR ENDED DECEMBER 31,
YEAR ENDED --------------------------------------------
DECEMBER 31, 1993 1992 1991(2)
1993 ------------ ------------ ------------
------------
(UNAUDITED)
<S> <C> <C> <C> <C>
OPERATING DATA:
Net sales.......................................................... $148,257 $ 148,257 $ 111,307 $ 85,951
Cost of goods sold................................................. 115,660 115,660 92,036 73,955
------------ ------------ ------------ ------------
Gross profit....................................................... 32,597 32,597 19,271 11,996
Selling, general and administrative expenses....................... 11,500 11,500 10,935 8,261
Nonrecurring operating expenses.................................... -- -- -- 4,033
------------ ------------ ------------ ------------
Operating income (loss)............................................ 21,097 21,097 8,336 (298)
Other expense, net................................................. (3,160) (6,640) (6,855) (11,023)
------------ ------------ ------------ ------------
Income (loss) from continuing operations, before income taxes and
extraordinary gain............................................... 17,937 14,457 1,481 (11,321)
Income tax provision (benefit)..................................... 4,821 2,070 -- 1,594
------------ ------------ ------------ ------------
Income (loss) from continuing operations, before extraordinary
gain............................................................. 13,116 12,387 1,481 (12,915)
Loss related to discontinued operations............................ -- -- -- (3,900)
------------ ------------ ------------ ------------
Income (loss) before extraordinary gain............................ 13,116 12,387 1,481 (16,815)
Extraordinary gain on extinguishment of debt....................... -- -- 711 --
------------ ------------ ------------ ------------
Net income (loss).................................................. $ 13,116 $ 12,387 $ 2,192 $ (16,815)
------------ ------------ ------------ ------------
------------ ------------ ------------ ------------
SHARE AND PER SHARE DATA:
Income (loss) per common share:
Primary:
Income (loss) from continuing operations before extraordinary
gain......................................................... $.59 $.90 $.11 $(.94)
Net income (loss).............................................. $.59 $.90 $.16 $(1.22)
Fully diluted:
Income from continuing operations before extraordinary gain.... $.72
Net income..................................................... $.72
Weighted average number of shares of common stock outstanding:
Primary.......................................................... 22,088 13,805 13,805 13,805
Fully diluted.................................................... 22,088
Cash dividends paid per common share (declared in 1988)............ -- -- -- --

1990(3) 1989(4)
------------ ------------

<S> <<C> <C>
OPERATING DATA:
Net sales.......................................................... $ 96,739 $ 143,869
Cost of goods sold................................................. 86,254 135,829
------------ ------------
Gross profit....................................................... 10,485 8,040
Selling, general and administrative expenses....................... 10,506 13,606
Nonrecurring operating expenses.................................... 12,522 14,113
------------ ------------
Operating income (loss)............................................ (12,543) (19,679)
Other expense, net................................................. (12,682) (14,201)
------------ ------------
Income (loss) from continuing operations, before income taxes and
extraordinary gain............................................... (25,225) (33,880)
Income tax provision (benefit)..................................... 50 (5,061)
------------ ------------
Income (loss) from continuing operations, before extraordinary
gain............................................................. (25,275) (28,819)
Loss related to discontinued operations............................ (19,455) (283)
------------ ------------
Income (loss) before extraordinary gain............................ (44,730) (29,102)
Extraordinary gain on extinguishment of debt....................... -- --
------------ ------------
Net income (loss).................................................. $ (44,730) $ (29,102)
------------ ------------
------------ ------------
SHARE AND PER SHARE DATA:
Income (loss) per common share:
Primary:
Income (loss) from continuing operations before extraordinary
gain......................................................... $(1.83) $(2.09)
Net income (loss).............................................. $(3.24) $(2.11)
Fully diluted:
Income from continuing operations before extraordinary gain....
Net income.....................................................
Weighted average number of shares of common stock outstanding:
Primary.......................................................... 13,805 13,805
Fully diluted....................................................
Cash dividends paid per common share (declared in 1988)............ -- $1.25
</TABLE>
<TABLE>
<CAPTION>
HISTORICAL
--------------------------------------------
PRO FORMA(1) DECEMBER 31,
------------ --------------------------------------------
DECEMBER 31, 1993 1992 1991(2)
1993 ------------ ------------ ------------
------------
(UNAUDITED)
<S> <C> <C> <C> <C>
BALANCE SHEET DATA:
Working capital (deficiency)........................................ $ 4,279 $ 4,279 $ 5,964 $ 1,943
Total assets........................................................ 63,854 63,854 62,657 60,150
Long-term obligations, excluding current installments (5)........... 35,240 90,703 104,398 99,308
Total shareholders' deficit......................................... (5,142) (64,073) (75,182) (74,616)

1990(3) 1989(4)
------------ ------------

<S> <<C> <C>
BALANCE SHEET DATA:
Working capital (deficiency)........................................ $ (95,884) $ (75,033)
Total assets........................................................ 82,149 130,734
Long-term obligations, excluding current installments (5)........... 1,864 9,052
Total shareholders' deficit......................................... (57,835) (18,060)
</TABLE>

- ------------------------
(1) The pro forma data give effect to the Conversion as if it had occurred as of
January 1, 1993 for operating data and share and per share data, and as if
it had occurred as of December 31, 1993 for balance sheet data. The pro
forma operating data and share and per share data have also been adjusted to
eliminate the use of Canadian net operating loss carryforwards, which will
not be available to the Company in 1994 because they were fully utilized in
1993. The pro forma balance sheet adjustments to reflect the Conversion
reduce long-term debt (excluding current installments), deferred gain on
debt restructure, and accrued interest and increase shareholders' equity by
$47.0 million, $3.5 million, $8.5 million, and $58.9 million, respectively.
The pro forma income statement adjustments to reflect the Conversion reduce
other expense (to eliminate the interest on the converted debt less the
applicable portion of the amortization of the deferred gain on debt
restructure) and increase the income tax provision (to reflect the increased
income and to eliminate the use of Canadian net operating loss
carryforwards) by $3.5 million and $2.8 million, respectively. The number of
shares outstanding used to calculate earnings per share was also increased
by 8.3 million shares to reflect the issuance of shares as a result of the
Conversion.

(2) The Company sold the majority of its defense group and its automotive
electrical division in 1991. These businesses have been accounted for as
discontinued operations.

(3) The Company sold its plating operations and closed its automotive harness
assembly operations and its Ann Arbor plant in 1990. See "Business --
General." The plating and automotive harness assembly operations accounted
for $9.9 million of the Company's sales in 1990.

(4) The Company closed its Pulsar operation in 1989. The Company's Pulsar
operation and the Company's plating and automotive harness assembly
operations accounted for $45.9 million of the Company's sales in 1989.

(5) Includes the long-term portion of debt, capitalized lease obligations and
accrued interest.

5
<PAGE> 10

INVESTMENT CONSIDERATIONS

Prospective purchasers of the shares of Common Stock should consider
carefully the factors set forth below, as well as all other information
contained in this Prospectus, before purchasing any of the shares offered
hereby.

HISTORY OF LOSSES AND SHAREHOLDERS' DEFICIT. The Company incurred
significant losses in 1991, 1990 and 1989. As a result, the Company has a
shareholders' deficit as of December 31, 1993 of approximately $64.1 million.

LEVERAGE. The Company's bank debt and capitalized leases as of December 31,
1993, after giving effect to the Conversion as if it had occurred as of December
31, 1993, was $39.9 million, and its assets at that date totalled $63.9 million.
The Company's long-term debt is expected to constitute all or most of its
capitalization in 1994. The Company's leverage may make it vulnerable to
economic downturns. In addition, a significant amount of the cash generated from
operations will be used for debt service.

RELIANCE ON MAJOR CUSTOMERS AND SELECTED MODELS. The Company's net sales to
various divisions of General Motors, Chrysler, Ford and Honda as a percentage of
the Company's consolidated net sales for the year ended December 31, 1993, were
34.6%, 27.7%, 21.9% and 9.7%, respectively. The loss or significant reduction of
business with any of these customers could have a material adverse effect on the
Company. See "Business -- Products and Markets." The Company believes that Ford
and Chrysler are reducing the number of their direct suppliers, and that Ford
has selected several suppliers to act as integrators of complete vehicle
interiors. The Company is in Chrysler's reduced supplier base for instrument
panel components, but it is not part of Ford's group of integrators. As a
result, the Company might find it more difficult to obtain future business from
Ford. The Company is, however, supplying one of the Ford integrators, and it is
attempting to obtain subcontracting work from other direct suppliers, but there
can be no assurance that the Company will be successful in its efforts. A
material reduction of the Company's business could also result from work
stoppages in the plants of the Company's customers. The Company's three largest
customers, General Motors, Chrysler and Ford, have experienced work stoppages
from time to time. There can be no assurance that work stoppages will not be
experienced in the future.

In addition, although the Company has purchase orders from its customers,
such purchase orders generally provide for supplying the customer's requirements
for a particular model or group of related models for a particular year rather
than for manufacturing a specific quantity of products. A significant decrease
in the demand for certain models or a group of related models sold by any of its
major customers could have a material adverse effect on the Company. Also, the
failure of the Company to obtain new business for new models or to retain or
increase business on redesigned existing models could adversely affect the
Company.

CYCLICALITY AND SEASONALITY OF THE NORTH AMERICAN AUTOMOTIVE INDUSTRY. The
Company's financial performance is directly related to North American vehicle
production. This industry is highly cyclical and is dependent on a variety of
economic and other factors, which could adversely affect automotive sales and
production and directly impact the Company's sales and operating results. In
addition, the Company's business tends to reflect the seasonal business cycle of
the North American automotive industry. Normally, production declines during the
model changeover period in the third quarter of each year. Production generally
increases in the fourth quarter, with maximum production experienced during the
first and second quarters.

COMPETITION. The Company is involved in an industry characterized by
intense competition in which it competes with established companies, many of
which may have substantially greater financial, technical, manufacturing,
marketing and service resources than those of the Company.

CONTROL BY PRINCIPAL SHAREHOLDER. Ronald T. Larizza, the President, Chief
Executive Officer and a Director of the Company, directly and through a voting
trust, currently has the power to vote approximately 50.6% of the outstanding
shares of Common Stock, after giving effect to the Conversion. By virtue of such
ownership, Mr. Larizza will be in a position to control the election of
directors of the Company and, therefore, the Company's affairs. The Company's
shareholders do not have the right to cumulative voting in the election of
directors.

6
<PAGE> 11

THE COMPANY

The Company designs and manufactures high-quality, plastic-based components
and systems utilized in the interiors of automobiles, light trucks, sport
utility vehicles and mini-vans. The Company's product line ranges from injection
molded plastic components, such as sidewall trim, air outlet assemblies and
cupholders, to highly complex systems, such as complete instrument panels and
door panels. Presently, the Company's principal customers are various divisions
of General Motors, Chrysler, Ford and Honda.

The Company supplies components and systems for a diverse group of vehicle
models manufactured by automotive OEMs. The Company currently manufactures
components and systems included on approximately 50 models being produced for
the 1994 model year and expects to manufacture components and systems to be
included on approximately 50 models to be produced for the 1995 model year.
Examples of models for which the Company supplies components or systems include
the Chevrolet Lumina/Monte Carlo (automobile), the Chevrolet Blazer (light
truck), the Chrysler Jeep Grand Cherokee (sport utility vehicle) and the Mercury
Villager (mini-van). In 1994, light trucks, sport utility vehicles and mini-vans
are expected to account for more than half of the Company's revenues.

In response to competitive pressures in the industry, automotive OEMs have
established programs to shift the production of components and systems to
external suppliers, thus capitalizing on their lower overhead costs, greater
flexibility and engineering expertise. Simultaneously, automotive OEMs are
reducing their supplier base by (i) mandating that their external suppliers meet
higher quality and cost standards and assume more responsibility for engineering
the products they produce, and (ii) obtaining their entire supply of particular
components and systems from single manufacturers or small groups of
manufacturers. The Company believes that the outsourcing trend and the
automotive OEMs' programs to reduce their supplier bases increase the
opportunities available to the remaining external suppliers.

The Company implements its strategy of maintaining high product quality and
superior levels of customer service and reducing its manufacturing costs by
applying a "lean manufacturing" philosophy and developing and expanding the
Company's engineering and design capabilities. The primary element of this
philosophy is the reduction of manufacturing costs through the elimination of
waste and the involvement of all employees in continuously improving the
Company's operations. As part of this philosophy, the Company has instituted a
performance-based compensation system linked to individual plant profitability.
Additionally, the Company has developed and expanded its engineering and design
capabilities by adding engineers and increasing its use of engineering
subcontractors, often working with its customers early in the design phase for a
component or system and, in some cases, designing the component or system when
bidding on a contract. The Company believes that the numerous quality awards it
has received from its principal customers evidence the Company's historical
success in implementing its business strategy by delivering the quality, service
and price required by its customers.

7
<PAGE> 12

Larizza Industries, Inc., an Ohio corporation, was incorporated in November
1982. Unless the context otherwise requires, all references to the "Company" in
this Prospectus refer to Larizza Industries, Inc. and its consolidated
subsidiaries. The Company's principal executive offices are located at 201 West
Big Beaver Road, Columbia Center, Suite 1040, Troy, Michigan 48084, and its
telephone number is (810) 689-5800. As of January 31, 1994, the Company had
1,382 employees at four manufacturing facilities in Michigan, three
manufacturing facilities in Ontario, Canada and one sales and administrative
facility.

USE OF PROCEEDS

The Company will not receive any proceeds from this offering unless the
Underwriters exercise their over-allotment option. See "Underwriting." However,
in connection with this offering the Selling Shareholders recently converted
$47.0 million in principal, and the related accrued interest, owed by the
Company to the Selling Shareholders into the 8,283,040 shares of Common Stock
being sold by the Selling Shareholders in this offering.

The net proceeds to the Company from its sale of 1,240,000 shares of Common
Stock in the offering upon the Underwriters' exercise of the over-allotment
option (assuming it is exercised in full at an assumed public offering price of
$7.25 per share, and after deducting the underwriting discount and estimated
expenses of the offering, payable by the Company) are estimated to be
approximately $8.4 million. Such net proceeds will be placed in a bank account
securing a letter of credit issued to the Lenders, all as required by the
Company's loan agreements with the Lenders. The Company will not be able to
withdraw the money, and it will be used to reimburse the bank issuing the letter
of credit if any of the Lenders draws on the letter of credit. Such draws are
generally permitted after January 1, 1997 or upon a default under the Company's
long-term loans. As of December 31, 1993, the Company owed its Lenders
approximately $35.6 million under a $47.5 million loan (the "Canadian Loan") to
the Company's Canadian subsidiary, Manchester Plastics, Ltd. ("Manchester
Plastics"), which bears interest at 1.5% over the BTCo's base rate. ING Capital
is also the holder of the Company's Canadian Loan. See Note 5 of Notes to
Consolidated Financial Statements for a description of the Company's long-term
debt.

PRICE RANGE OF COMMON STOCK AND DIVIDEND POLICY

The Common Stock is traded on the American Stock Exchange under the symbol
LII. The following table sets forth certain information regarding the last sale
prices per share on the American Stock Exchange for each calendar quarter since
January 1, 1992. On March 16, 1994 the last sale price per share of Common Stock
on the American Stock Exchange was $7.25.

<TABLE>
<CAPTION>
LAST SALE PRICE
CALENDAR -----------------
YEAR LOW HIGH
- -------- ------ -------
<S> <C> <C> <C>
1992
First Quarter....................................... $1.000 $ 3.875
Second Quarter...................................... 2.000 2.750
Third Quarter....................................... 2.000 3.000
Fourth Quarter...................................... 1.875 2.875
1993
First Quarter....................................... $2.250 $ 3.625
Second Quarter...................................... 3.250 9.625
Third Quarter....................................... 8.375 11.375
Fourth Quarter...................................... 7.125 11.750
1994
First Quarter (through March 16).................... $7.000 $ 9.500
</TABLE>

As of February 15, 1994, there were approximately 198 record holders of the
Common Stock.

8
<PAGE> 13

It is the policy of the Company's Board of Directors to retain all earnings
for the operation and expansion of the Company's business for the foreseeable
future, and the Company does not currently intend to pay cash dividends on its
Common Stock. The Company did not pay any dividends in 1992 or 1993 and has not
paid any dividends to date in 1994. The Company is restricted from paying
dividends under credit agreements with its Lenders. See Note 5 of Notes to
Consolidated Financial Statements.

CAPITALIZATION

The following table sets forth the consolidated capitalization of the
Company as of December 31, 1993, and as adjusted to give effect to the
Conversion as if it had been consummated on that date. See "Principal and
Selling Shareholders -- Conversion."

<TABLE>
<CAPTION>
DECEMBER 31, 1993
-----------------------------------------
HISTORICAL PRO FORMA
---------- ---------------------------
CONVERSION AFTER
ADJUSTMENTS CONVERSION
----------- ----------
(IN THOUSANDS, EXCEPT SHARE DATA)
<S> <C> <C> <C>
Current installments of long-term debt and capitalized
lease obligation(1)...................................... $ 4,679 $ 4,679
---------- ----------
---------- ----------
Long-term debt, excluding current installments(1).......... $ 81,460 $ (47,000)(2) $ 34,460
Capitalized lease obligation, excluding current
installments............................................. 780 780
Deferred gain on debt restructure.......................... 6,097 (3,468)(2) 2,629
Accrued interest........................................... 8,463 (8,463)(2) --
Shareholders' deficit:
Preferred stock, no par value; authorized 10,000,000
shares, no shares issued.............................. -- --
Common stock, no par value; authorized 50,000,000 shares,
13,805,067 and 22,088,107 shares issued and
outstanding before and after the Conversion,
respectively(3)....................................... 17,202 58,931(2) 76,133
Additional paid-in capital............................... 5,551 5,551
Accumulated deficit...................................... (83,873) (83,873)
Foreign currency translation adjustment.................... (2,953) (2,953)
---------- ----------- ----------
Total shareholders' deficit......................... (64,073) 58,931 (5,142)
---------- ----------- ----------
Total capitalization................................ $ 32,727 $ -- $ 32,727
---------- ----------- ----------
---------- ----------- ----------
</TABLE>

- -------------------------
(1) See Note 5 of Notes to Consolidated Financial Statements for additional
information relating to long-term debt.

(2) Pursuant to the Conversion, $47.0 million principal amount of the Company's
long-term debt and the related accrued interest were converted into
8,283,040 shares of Common Stock. As a result of the Conversion, a portion
of the deferred gain on debt restructure will be added to shareholders'
equity, because the related debt will be retired. For a more complete
description of the Conversion, see "Principal and Selling Shareholders --
Conversion."

(3) Does not include 200,000 shares of Common Stock reserved for issuance under
the Company's Stock Incentive Plan (the "Stock Incentive Plan").

9
<PAGE> 14

SELECTED CONSOLIDATED FINANCIAL DATA

The following historical selected consolidated financial data of the
Company have been derived from the consolidated financial statements of the
Company, which consolidated financial statements have been audited by KPMG Peat
Marwick, independent auditors. The consolidated financial statements as of
December 31, 1993 and 1992 and for each of the years in the three-year period
ended December 31, 1993, and the auditors' report thereon, which refers to a
change in the method of accounting for income taxes, are included elsewhere in
this Prospectus.

10
<PAGE> 15

SELECTED CONSOLIDATED FINANCIAL DATA
(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
PRO FORMA(1) HISTORICAL
------------ --------------------------------------------------------
YEAR ENDED YEAR ENDED DECEMBER 31,
DECEMBER 31, --------------------------------------------------------
1993 1993 1992 1991(2) 1990(3) 1989(4)
------------ -------- -------- -------- -------- --------
(UNAUDITED)
<S> <C> <C> <C> <C> <C> <C>
OPERATING DATA:
Net sales............................................ $148,257 $148,257 $111,307 $ 85,951 $ 96,739 $143,869
Cost of goods sold................................... 115,660 115,660 92,036 73,955 86,254 135,829
------------ -------- -------- -------- -------- --------
Gross profit......................................... 32,597 32,597 19,271 11,996 10,485 8,040
Selling, general and administrative expenses......... 11,500 11,500 10,935 8,261 10,506 13,606
Nonrecurring operating expenses...................... -- -- -- 4,033 12,522 14,113
------------ -------- -------- -------- -------- --------
Operating income (loss).............................. 21,097 21,097 8,336 (298) (12,543) (19,679)
Other expense, net................................... (3,160) (6,640) (6,855) (11,023) (12,682) (14,201)
------------ -------- -------- -------- -------- --------
Income (loss) from continuing operations, before
income taxes and extraordinary gain................ 17,937 14,457 1,481 (11,321) (25,225) (33,880)
Income tax provision (benefit)....................... 4,821 2,070 -- 1,594 50 (5,061)
------------ -------- -------- -------- -------- --------
Income (loss) from continuing operations, before
extraordinary gain................................. 13,116 12,387 1,481 (12,915) (25,275) (28,819)
Loss related to discontinued operations.............. -- -- -- (3,900) (19,455) (283)
------------ -------- -------- -------- -------- --------
Income (loss) before extraordinary gain.............. 13,116 12,387 1,481 (16,815) (44,730) (29,102)
Extraordinary gain on extinguishment of debt......... -- -- 711 -- -- --
------------ -------- -------- -------- -------- --------
Net income (loss).................................... $ 13,116 $ 12,387 $ 2,192 $(16,815) $(44,730) $(29,102)
------------ -------- -------- -------- -------- --------
------------ -------- -------- -------- -------- --------
SHARE AND PER SHARE DATA:
Income (loss) per common share:
Primary:
Income (loss) from continuing operations before
extraordinary gain............................. $.59 $.90 $.11 $(.94) $(1.83) $(2.09)
---- ---- ---- ----- ------ ------
---- ---- ---- ----- ------ ------
Net income (loss)................................ $.59 $.90 $.16 $(1.22) $(3.24) $(2.11)
---- ---- ---- ----- ------ ------
---- ---- ---- ----- ------ ------
Fully diluted:
Income from continuing operations before
extraordinary gain............................. $.72
----
----
Net income....................................... $.72
----
----
Weighted average number of shares of common stock
outstanding:
Primary............................................ 22,088 13,805 13,805 13,805 13,805 13,805
Fully diluted...................................... 22,088
Cash dividends paid per common share (declared in
1988).............................................. -- -- -- -- -- $1.25
</TABLE>

<TABLE>
<CAPTION>
HISTORICAL
PRO FORMA(1) --------------------------------------------------------
------------ DECEMBER 31,
DECEMBER 31, --------------------------------------------------------
1993 1993 1992 1991(2) 1990(3) 1989(4)
------------ -------- -------- -------- -------- --------
(UNAUDITED)
<S> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Working capital (deficiency)......................... $ 4,279 $ 4,279 $ 5,964 $ 1,943 $(95,884) $(75,033)
Total assets......................................... 63,854 63,854 62,657 60,150 82,149 130,734
Long-term obligations, excluding current installments
(5)................................................ 35,240 90,703 104,398 99,308 1,864 9,052
Total shareholders' deficit.......................... (5,142) (64,073) (75,182) (74,616) (57,835) (18,060)
</TABLE>

- -------------------------
(1) The pro forma data give effect to the Conversion as if it had occurred as of
January 1, 1993 for operating data and share and per share data, and as if
it had occurred as of December 31, 1993 for balance sheet data. The pro
forma operating data and share and per share data have also been adjusted to
eliminate the use of Canadian net operating loss carryforwards, which will
not be available to the Company in 1994 because they were fully utilized in
1993. The pro forma balance sheet adjustments to reflect the Conversion
reduce long-term debt (excluding current installments), deferred gain on
debt restructure, and accrued interest and increase shareholders' equity by
$47.0 million, $3.5 million, $8.5 million, and $58.9 million, respectively.
The pro forma income statement adjustments to reflect the Conversion reduce
other expense (to eliminate the interest on the converted debt less the
applicable portion of the amortization of the deferred gain on debt
restructure) and increase the income tax provision (to reflect the increased
income and to eliminate the use of Canadian net operating loss
carryforwards) by $3.5 million and $2.8 million, respectively. The number of
shares outstanding used to calculate earnings per share was also increased
by 8.3 million shares to reflect the issuance of shares as a result of the
Conversion.
(2) The Company sold the majority of its defense group and its automotive
electrical division in 1991. These businesses have been accounted for as
discontinued operations.
(3) The Company sold its plating operations and closed its automotive harness
assembly operations and its Ann Arbor plant in 1990. See "Business --
General." The plating and automotive harness assembly operations accounted
for $9.9 million of the Company's sales in 1990.
(4) The Company closed its Pulsar operation in 1989. The Company's Pulsar
operation and the Company's plating and automotive harness assembly
operations accounted for $45.9 million of the Company's sales in 1989.
(5) Includes the long-term portion of debt, capitalized lease obligations and
accrued interest.

11
<PAGE> 16

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with
"Selected Consolidated Financial Data" and the Consolidated Financial Statements
and notes thereto of the Company included elsewhere in this Prospectus.

RESTRUCTURING HISTORY

As a result of significant losses incurred in 1989, the Company established
a plan to focus on its core business of automotive interior plastic-based
components and systems and effected an operational restructuring (the
"Restructuring"). By December 31, 1991 the Restructuring was substantially
completed and included the following transactions:

- Closure of the Pulsar Plastics London, Ontario operation in 1989.

- Sale of plating operations in Peterborough and Whitby, Ontario in 1990.

- Closure of automotive plastics facility in Ann Arbor, Michigan and
consolidation of its operations with the Manchester, Michigan facility in
1990.

- Closure of Mexican automotive harness assembly operation in 1990.

- Divestiture of Automotive Electrical Division and a majority of The
Defense Group in 1991. Such businesses have been accounted for as
discontinued operations and, accordingly, their sales are not reflected in
the Company's consolidated financial statements.

These transactions affect the comparability of prior periods. For example,
Pulsar Plastics and the Company's plating and automotive harness assembly
operations accounted for $45.9 million and $9.9 million of sales in 1989 and
1990, respectively. During the Restructuring, the Company incurred significant
losses.

Since the completion of the Restructuring, the Company has positioned
itself as a high-quality supplier of plastic-based components and systems used
in the interior of automobiles, light trucks, sport utility vehicles and
mini-vans. Revenues have grown from $86.0 million in 1991 to $148.3 million in
1993 and gross margins have improved from 14.0% to 22.0% over the same period.
The losses incurred during the Restructuring constrained the Company's ability
to bid on new business for 1994 and 1995. As a result, revenue growth for these
years is expected to be lower than that achieved in previous years.

RESULTS OF OPERATIONS

The following table sets forth, for the periods indicated, items in the
consolidated statements of operations expressed as a percentage of net sales:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------
1993 1992 1991
----- ----- -----
<S> <C> <C> <C>
Net sales.......................................................... 100.0% 100.0% 100.0%
Gross profit....................................................... 22.0 17.3 14.0
Selling, general and administrative expenses....................... 7.8 9.8 9.6
Nonrecurring operating expenses.................................... -- -- 4.7
Operating income (loss)............................................ 14.2 7.5 (0.3)
</TABLE>

Year Ended December 31, 1993 Compared with Year Ended December 31, 1992

The Company's net sales for 1993 were $148.3 million compared with $111.3
million for 1992, representing an increase of 33.2 percent. This increase in net
sales resulted largely from increased sales of door panels for the Chrysler Jeep
Grand Cherokee, which was launched in the first quarter of 1992, as well as the
launching during the third quarter of 1992 of new programs to supply door panels
for the Honda Civic manufactured in Marysville, Ohio and various components for
the Mercury Villager and Nissan Quest.

12
<PAGE> 17

Gross profit for 1993 was $32.6 million compared to $19.3 million for 1992,
representing an increase of 69.2 percent. This increase in gross profit is a
result of higher sales and improved gross profit margins. Gross profit margin
increased to 22.0 percent in 1993 compared to 17.3 percent in 1992. This
increase in gross profit margins resulted from fixed overhead costs being spread
over higher sales and operating improvements at certain of the Company's
facilities.

Operating income in 1993 was $21.1 million compared to $8.3 million in
1992, representing an increase of 153.1 percent. This increase in operating
income resulted from increased gross profit which was slightly offset by
increased selling, general and administrative costs. Operating income as a
percentage of net sales was 14.2 percent in 1993 compared to 7.5 percent in
1992.

Selling, general and administrative expenses were $11.5 million in 1993
compared to $10.9 million 1992. Selling, general and administrative expenses for
1993 include professional expenses relating to a proposed acquisition by the
Company that was not consummated. The 5.2 percent increase in selling, general
and administrative expenses in 1993 was less than the 33.2 percent increase in
net sales for the same period because general and administrative expenses are
primarily fixed costs. Selling, general and administrative expenses as a
percentage of net sales were 7.8 percent in 1993 compared to 9.8 percent in
1992.

Interest expense for 1993 was $6.5 million compared to $7.1 million for
1992. This reduction in interest expense resulted primarily from lower borrowing
levels. Interest expense was reduced by $1.3 million and $1.4 million of
amortization of deferred gain on debt restructure in 1993 and 1992,
respectively. In March 1994, $47.0 million in principal, and the related accrued
interest, owed by the Company to the Lenders, who are also the Selling
Shareholders, was converted into 8,283,040 shares of the Common Stock pursuant
to the Credit Agreement. See "Principal and Selling Shareholders-Conversion."
The Conversion will reduce interest expense in future periods.

During 1993, the Company's Canadian net operating loss carryforwards were
fully utilized, resulting in an income tax provision for 1993 of $2.1 million.
The Company expects a higher effective tax rate in 1994.

During the first quarter of 1992, the Company extinguished long-term debt
in the amount of $906,000 for a cash payment of $195,000 resulting in a gain of
$711,000 which is recorded as an extraordinary gain in the accompanying
financial statements.

Year Ended December 31, 1992 Compared with Year Ended December 31, 1991

The Company's net sales for 1992 were $111.3 million compared with $86.0
million for 1991, representing an increase of 29.5 percent. Sales from the
United States operations increased $17.2 million resulting primarily from the
launching of a new program, in January 1992, to produce door panels for the
Chrysler Jeep Grand Cherokee. Sales from the Canadian operations increased $8.2
million resulting primarily from new business to manufacture door panels for the
Honda Civic and interior trim for the Ford Crown Victoria, the Mercury Grand
Marquis and the Ford F-truck.

Gross profit for 1992 was $19.3 million compared with $12.0 million for
1991, representing an increase of 60.6 percent. Gross profit as a percentage of
sales was 17.3 percent in 1992 versus 14.0 percent in 1991. This increase in
gross profit margins resulted from fixed overhead costs being spread over higher
sales and operating improvements at certain of the Company's Canadian facilities
which was partially offset by start-up costs at a United States facility.

Operating income in 1992 was $8.3 million compared to an operating loss
$300,000 in 1991. The operating loss in 1991 reflects $4.0 million of
nonrecurring operating expenses. Operating income before nonrecurring operating
expenses increased to 7.5 percent of net sales in 1992 compared to 4.3 percent
of net sales in 1991 as a result of higher gross margins.

13
<PAGE> 18

Selling, general and administrative expenses increased by $2.7 million in
1992 compared to 1991 as a result of higher sales, higher professional costs and
costs related to the disposition of assets. Selling, general and administrative
expenses were 9.8 percent of sales in 1992 versus 9.6 percent in 1991.

Interest expense for 1992 was $7.1 million compared to $10.2 million for
1991. The 1992 interest expense was reduced by $1.4 million of amortization of
deferred gain on debt restructure. Interest expense was also impacted favorably
in 1992 by lower interest rates.

LIQUIDITY AND CAPITAL RESOURCES

The Company's net cash position increased by $70,000 during 1993. Cash
provided by operating activities was $18.0 million. Non-cash interest of $4.2
million related to the loan under the Credit Agreement was expensed. This
interest was converted into Common Stock in connection with the Conversion in
March 1994. See "Principal and Selling Shareholders -- Conversion."

Cash used for capital expenditures during 1993 of $3.0 million was
primarily for machinery and equipment to support new programs and increase
efficiencies, as well as to upgrade and replace machinery and equipment. Capital
expenditures in 1994 are projected to be slightly higher than they were in 1993
as a result of new programs being launched in 1994.

During 1993, the Company repaid $13.5 million of debt, of which $11.5
million was applied to the Company's Canadian Loan. For a description of the
Company's debt, see Note 5 of Notes to Consolidated Financial Statements
included elsewhere in this Prospectus.

The Company has a $6.0 million working capital line of credit of which $3.3
million was borrowed at December 31, 1993. The working capital loan bears
interest at 1.5 percent over the prime rate (6 percent as of February 15, 1994)
and requires the Company to pay a commitment fee of 0.25 percent per annum on
the average unused amount of the facility. Both interest and commitment fee are
payable monthly. The working capital line of credit expires in 1998 and provides
for thirty day reductions in the maximum amount available for borrowing each
year. During 1994, the working capital line of credit is capped at $2.0 million
for any 30-day period selected by the Company. This provision was met March 1,
1994.

At December 31, 1993, the Company owed its Lenders $85.9 million of
principal and $8.5 million of accrued interest under various credit agreements.
On March 11, 1994, principal of $47.0 million and accrued interest of $9.3
million were converted into 8,283,040 shares of Common Stock, representing 37.5
percent of the Common Stock after such Conversion. See "Principal and Selling
Shareholders -- Conversion." The converting Lenders are the Selling Shareholders
in this offering. After the Conversion, the remaining amounts owed to the
Lenders at December 31, 1993, are due as follows: during 1994, $4.5 million;
1995, $2.9 million; 1996, $3.8 million; 1997, $2.6 million; 1998, $25.1 million.
For a description of the Company's debt, see Note 5 of the Notes to Consolidated
Financial Statements included elsewhere in this Prospectus. The Company expects
to refinance its remaining long-term indebtedness, which might increase
borrowing availability.

The Company's primary needs for liquidity in 1994 will be to support its
working capital needs, debt service requirements and capital expenditure
requirements. The Company believes that cash generated from operations plus
amounts available under its working capital line of credit will be adequate to
fund its cash needs for 1994.

INFLATION

Management does not believe that inflation had a material effect on the
results of operations during the past three years, nor does management expect
inflation to have a material effect on its results of operations in the
forseeable future.

14
<PAGE> 19

BUSINESS

GENERAL

In response to competitive pressures in the industry, automotive OEMs have
established programs to shift the production of components and systems to
external suppliers thus capitalizing on their lower overhead costs, greater
flexibility and engineering expertise. Simultaneously, automotive OEMs are
reducing their supplier base by (i) mandating that their external suppliers meet
higher quality and cost standards and assume more responsibility for engineering
the products they produce, and (ii) obtaining their entire supply of particular
components and systems from single manufacturers or small groups of
manufacturers. The Company believes that the outsourcing trend and the
automotive OEMs' programs to reduce their supplier bases increase the
opportunities available to the remaining external suppliers.

The Company's primary business strategy is to pursue internal growth by
capitalizing on favorable trends in the North American automotive industry by
(i) maintaining high product quality and superior levels of customer service and
(ii) optimizing profitability and operating efficiencies through the reduction
of manufacturing costs and the maximization of plant utilization. In addition,
the Company intends to expand its product line and increase sales of systems
which, because of their inherently greater complexity and higher labor content
produce higher profit margins. The Company may also consider the acquisition of
other companies engaged in the Company's core business if attractive
opportunities arise. There are, however, no negotiations for such acquisitions
at present, and there can be no assurance that any acquisitions will be
completed.

15
<PAGE> 20

the Company's historical success in implementing its business strategy by
delivering the quality, service and price required by its customers.

BUSINESS HISTORY

As a result of significant losses incurred in 1989, the Company established
a plan to focus on its core business of automotive interior plastic-based
components and systems and effected an operational Restructuring. By December
31, 1991 the Restructuring was substantially completed and included the
following transactions:

- Closure of the Pulsar Plastics London, Ontario operation in 1990.

- Sale of plating operations in Peterborough and Whitby, Ontario in
1990.

- Closure of automotive plastics facility in Ann Arbor, Michigan and
consolidation of its operations with the Manchester, Michigan
facility in 1990.

- Closure of Mexican automotive harness assembly operation in 1990.

- Divestiture of Automotive Electrical Division and a majority of The
Defense Group in 1991. Such businesses have been accounted for as
discontinued operations and, accordingly, their sales are not
reflected in the Company's consolidated financial statements.

During the same period, the Company also completed a financial
restructuring with its Lenders. See "Principal and Selling Shareholders --
Conversion."

The Company has seven automotive parts manufacturing facilities, of which
four are in Michigan and three are in Ontario, Canada. The Company believes
these facilities provide significant capacity for expansion of its core
automotive interior plastics business without a proportional increase in
investments in fixed assets. During 1993, the Company reopened a facility in
Williamston, Michigan, which was substantially closed during 1992.

INDUSTRY OVERVIEW

The Company markets its products primarily to automotive OEMs and
automotive OEM suppliers in the North American automotive industry. The North
American market for new automobiles, light trucks, sport utility vehicles and
mini-vans is cyclical with demand strongly influenced by the overall strength of
the North American economies. Over the past ten years, North American production
has varied from a low of 10.8 million vehicles in 1991 to a high of 13.6 million
vehicles in 1985. From the low in 1991, North American automotive production
recovered to 13.2 million vehicles in 1993. Industry sources expect production
to show continued gains and project 14.2 million vehicles in 1994 and 15.4
million vehicles in 1995. Within the automotive industry, certain trends have
developed which will affect the future growth opportunities for automotive OEM
suppliers such as the Company.

Increased outsourcing by automotive OEMs.

Increasingly, automotive OEMs have shifted the procurement of components
from internal divisions to external suppliers. This trend in outsourcing has
developed because external suppliers generally have lower

16
<PAGE> 21

cost structures and shorter development lead times than captive suppliers. The
Company believes outsourcing will benefit external suppliers by providing a
major source of potential growth.

Consolidation of the automotive OEM supplier base.

Because of ever increasing competition among the automotive OEMs, supplier
standards are frequently upgraded. The automotive OEMs are requiring their
suppliers to meet increasingly stringent standards for quality, cost and
full-service capabilities, including design, engineering and product management
support. The continuation of this trend has resulted in reducing the number of
suppliers and has created opportunities for suppliers which can meet these
increasingly stringent standards. The Company expects to take advantage of this
trend through direct contracts with General Motors and Chrysler and through
contracts with Ford's direct suppliers.

Increased consumer attention to interior styling.

Consumers have become increasingly sensitive to vehicle passenger
compartment styling. This styling includes the texture and esthetic appeal of a
vehicle's interior components, including door handles and dashboards, as well as
functional performance of elements such as cupholders and air outlets.
Heightened attention to the design of these components has increased the need
for automotive OEM suppliers to produce higher quality components with enhanced
features and has created opportunities for suppliers, such as the Company,
capable of providing components which appeal to consumers. In addition, as the
exterior styling of vehicles is increasingly driven by the need to meet
demanding engineering specifications for aerodynamic performance, product
differentiation can be most easily achieved by enhancing interior comfort and
styling.

Increased North American production by transplant automotive OEMs.

The share of North American vehicle production provided by foreign
automotive manufacturers has increased from 15.7% in 1990 to 17.1% in 1993,
although the level in 1993 declined from the level in 1992. Increasingly, these
transplants are under political and economic pressure to purchase a greater
percentage of the parts content of their vehicle production from domestic
suppliers. The Company currently supplies Honda with door panels used in the
Honda Civic and Nissan with various components used in the Quest for their North
American production requirements.

PRODUCTS

The Company's products are used in the interior of vehicles and range from
injection molded plastic components to highly complex systems. The Company's
products include injection molded plastic components, such as sidewall trim, air
outlet assemblies, cup holders, substrates and door panels, and compression
molded plastic components, such as window trim and van engine covers which
provide a structural protective cover for engines. The Company also manufactures
padded products such as armrests and headrests. The Company intends to expand
its product line and increase sales of systems which, because of their greater
complexity and higher labor content, produce higher profit margins.

17
<PAGE> 22

The Company's primary products are illustrated below.

[INSERT PICTURE OF CAR ILLUSTRATING COMPONENTS AND SYSTEMS PRODUCED]

The Company manufactures products using a variety of processes, including
injection molding, compression molding, rotocast molding, vacuum forming and
polyurethane foaming. The Company also performs secondary operations such as hot
stamping, heat staking and the application of paint, vinyl, carpet and other
decorative components.

The extensive manufacturing capabilities of the Company enable it to
produce high-level systems, such as instrument panels and door panels. For door
panels, the Company injection molds the plastic substrate, which serves as the
foundation, manufactures and attaches the armrest and upper door panel, attaches
vinyl, carpet, speaker grilles and electrical switches and applies paint or
other decorative finishes where needed.

The Company has engineering and design capabilities which permit it to work
closely with its customers in the development of new components and systems and
the redesign of existing components and systems. The Company has a number of
patents pending covering products developed and designed internally.

18
<PAGE> 23

CUSTOMERS

The Company sells its products primarily to automotive OEMs. The Company's
principal customers are various divisions of General Motors, Chrysler, Ford and
Honda. The following table reflects the Company's net sales to each of its
principal customers for the years ended December 31, 1993, 1992 and 1991. The
loss or significant reduction of business with any of these customers could have
a material adverse impact on the Company.

<TABLE>
<CAPTION>
NET SALES
--------------------------------------------------------
YEAR ENDED DECEMBER 31,
--------------------------------------------------------
CUSTOMER 1993 % 1992 % 1991 %
----------------------------- ------ ----- ------ ----- ----- -----
(IN MILLIONS)
<S> <C> <C> <C> <C> <C> <C>
General Motors............... $ 51.3 34.6% $ 45.2 40.6% $56.2 65.4%
Chrysler..................... 41.1 27.7 20.8 18.7 1.4 1.6
Ford......................... 32.4 21.9 26.5 23.8 15.9 18.5
Honda........................ 14.4 9.7 8.4 7.6 .6 0.7
Other........................ 9.1 6.1 10.4 9.3 11.9 13.8
------ ----- ------ ----- ----- -----
Total...................... $148.3 100.0% $111.3 100.0% $86.0 100.0%
------ ----- ------ ----- ----- -----
------ ----- ------ ----- ----- -----
</TABLE>

The Company is a supplier on a variety of automobile, light truck, sport
utility vehicle and mini-van models. The following table lists the major models
for which the Company currently produces components or systems:

<TABLE>
<CAPTION>
CUSTOMER MODELS
- ---------------------------- ------------------------------------------------
<S> <C>
General Motors.............. Buick:
LeSabre, Regal, Silhouette, Skylark
Cadillac:
DeVille/Concours, Eldorado, Seville
Chevrolet:
Beretta, Camaro, Caprice, Cavalier, Corsica,
Corvette, Lumina/Monte Carlo, Lumina APV
Oldsmobile:
Achieva, Bravada, Eighty-eight
Pontiac:
Bonneville, Grand Am, Sunbird, Trans Sport
GMC Truck:
Blazer, "CK" Truck, Jimmy, Rally, Sport Van,
Suburban, Vandura, Yukon
Chrysler.................... Dodge:
Dakota
Jeep:
Grand Cherokee
Ford........................ Ford:
Crown Victoria, "F" Truck
Lincoln:
Mark VIII
Mercury:
Grand Marquis, Sable, Villager
Nissan...................... Nissan:
Quest
Honda....................... Honda:
Civic.
</TABLE>

19
<PAGE> 24

The Company has been selected as the sole-source supplier for certain
components and systems on the 1996 Chevrolet Corsica, Beretta and Cavalier,
Pontiac Grand Am, General Motors "M" vans (Astro and Safari) and full-size vans,
Ford "F" Truck, and Honda Civic, the 1997 Chevrolet Lumina APV, Corsica and
Beretta, Pontiac Trans Sport and Grand Prix, Buick Regal and Park Avenue, and
Cadillac DeVille and Concours, and the 1998 Chrysler "LH" automobiles (the
Chrysler New Yorker, LHS and Concorde, the Dodge Intrepid and the Eagle Vision).
The Company is also on the development teams for the 1997 Chevrolet Corsica,
Beretta and Corvette, and the 1998 Buick Skylark, Oldsmobile Achieva, Pontiac
Grand Am, General Motors "CK" Truck and Chrysler "LH" automobiles.

Products under development are assigned a selling price which is
reevaluated from time to time during the product development cycle. Prior to
production, the Company and the customer generally agree on a final price,
which, in some instances, may be subject to negotiated price reductions over the
term of the project. Historically, the Company has been able to pass on to the
customer a portion of increased raw material costs, although there can be no
assurance that it will be able to continue to do so in the future.

Each of the Company's principal customers has chosen the Company to be the
exclusive supplier of various components and systems for certain models of
automobiles, light trucks, sport utility vehicles and mini-vans. For example,
the Company is the exclusive supplier of sidewall trim for the Chevrolet Lumina
and Buick Regal sedan, instrument panels for the General Motors Rally/Vandura,
hard sidewall trim for the Ford Crown Victoria, door panels for the Jeep Grand
Cherokee and door panels for the Honda Civic manufactured in North America.

The Company's business tends to reflect the seasonal business cycle of the
domestic automotive industry. Normally, production declines during the model
changeover period in the third quarter of each year. Production generally
increases in the fourth quarter, with maximum production experienced during the
first and second quarters.

The domestic automotive market has been susceptible to long-term cycles,
and sales volumes have fluctuated due to such factors as the general condition
of the economy, inflationary expectations and interest rates on consumer credit.

The Company believes that Ford and Chrysler are reducing the number of
their direct suppliers, and that Ford has selected several suppliers to act as
integrators of complete automobile interiors. The Company is in Chrysler's
reduced supplier base for instrument panel components, but it is not part of
Ford's group of integrators. As a result, the Company might find it more
difficult to obtain future business from Ford. The Company is, however,
supplying one of the Ford integrators, and it is attempting to obtain
subcontracting work from other direct suppliers. The Company has allocated
substantially all of its capacity currently being used for Ford components and
interior systems to other projects when the Company's current Ford business
expires. The Company believes that it has additional capacity for new business,
including any business it may receive from Ford or its suppliers.

BUSINESS STRATEGY

The Company's goal is to increase its sales of high-level interior systems
supplied to the automotive OEMs as well as to other major automotive suppliers.
To accomplish this goal, the Company follows a business strategy based upon the
following elements:

Maintain High Quality Reputation

The Company believes the numerous quality awards it has received from its
principal customers evidence the Company's historical success in implementing
its business strategy by delivering the quality, service and price required by
its customers. To date, certain of the Company's plants have received top
quality awards from its customers, including the Chrysler "QE", Ford "Q1" and
the General Motors "TFE" awards. In addition, the Company received General
Motors' "Worldwide Supplier of the Year" award for both 1992 and 1993. This
award was given to one of General Motors' decorative injection molded parts
suppliers in each of

20
<PAGE> 25
the last two years in recognition of excellence in quality, service and price.
The Company believes that there are over 100 General Motors decorative injection
molded parts suppliers in North America.

Lean Manufacturing Improvements

The Company applies a "lean manufacturing" philosophy whereby it seeks to
reduce manufacturing costs through the elimination of waste in its operations
and to involve all employees in continuously improving its operations. As part
of this philosophy, the Company has instituted a performance-based compensation
system linked to individual plant profitability.

The Company has shown improvements in several areas as a result of this
"lean manufacturing" strategy. Inventory turns (annual cost of goods sold
divided by the average of the beginning and ending inventory) have improved from
10.9 times in 1991 to 17.2 times in 1993, which has reduced the days of sales in
inventory at December 31, 1993 to 23 days. Over the same period, the Company's
ratio of sales to ending net property, plant and equipment has approximately
doubled from 2.9 to 1.0 in 1991 to 5.7 to 1.0 in 1993. The Company believes that
it has a significant amount of open capacity due, in part, to this elimination
of waste and could approximately double its sales from the 1993 levels and
further improve the ratio of sales to ending net property, plant and equipment
to between 8.0 and 9.0 to 1.0.

With these operating improvements and cost reductions, the Company achieved
an operating return on assets for 1993 of 33.0% and a gross margin of 22.0%. The
Company believes that it is positioned as a low cost producer of the products
that it manufacturers.

Provide Increased Engineering and Design

Over the past several years, the automotive OEMs have increasingly relied
upon their suppliers to provide engineering and design support early in the
development cycle of a new vehicle. As a result, the Company has developed
engineering and design capabilities which permit the Company to work closely
with its customers in the development of new components and systems and the
redesign of existing components and systems. The Company has a number of patents
pending covering products developed and designed internally.

Just-In-Time Delivery/Line Sequencing Advantage

The Company works closely with its customers to reduce their inventory
costs. For example, it has developed a "line sequencing" system in which engine
covers, instrument panels and door panels are produced and sequenced for
shipment in the same color sequence as the interiors of the customers' vehicles
in which the engine covers, instrument panels and door panels will be installed.
This reduces the customer's overhead costs by eliminating the need to store
large quantities of components with various options and colors. The "line
sequencing" system is a further development of the "just-in-time" system in
which the Company integrates its delivery schedules with its customers so that
components are delivered "just in time" for installation into the customers'
products.

The Company believes that its ability to produce and sequence products for
its customers provides it with a cost advantage in bidding on certain contracts.
For example, the Company has manufactured and sequenced over 1.6 million door
panels under one contract for a customer without any quality or sequencing
rejections, even though there are approximately 75 variations in the color and
options relating to that program.

Strategic Acquisitions in Core Business

The Company may consider the acquisition of successful companies engaged in
the Company's core business if the Company believes the acquisition will further
its goal of increasing its market penetration through expanding its product
line, manufacturing capabilities or customer base. While the Company believes
such opportunities may become available as a result of the automotive OEMs
reducing their supplier bases, there are no negotiations for such acquisitions
at present and there can be no assurance that any acquisitions will be
completed.

21
<PAGE> 26

MARKETING

The Company sells its products directly to its customers under written
sales contracts which are obtained primarily through competitive bidding. The
Company's marketing personnel maintain regular contact with its various
customers' engineers and purchasing agents. The Company coordinates its
marketing efforts through a sales office in Troy, Michigan, which employs
full-time marketing representatives and also uses independent manufacturer's
representatives.

Suppliers are generally selected to produce components and systems two to
four years in advance of commencement of production of a new or redesigned
model. The Company typically receives a purchase order to supply a customer's
entire requirement for a given product. The actual number of products sold by
the Company under a purchase order is dependent upon the number of vehicles
produced by the customer in which the product is incorporated. Accordingly, the
Company is unable to state a firm order backlog.

Historically, most customer purchase orders have provided for supplying the
customer's requirements for a model year and may be canceled by the customer at
any time, although it has been the Company's experience that such purchase
orders are typically renewed until the product is redesigned or eliminated in a
model change. In certain cases, customers will issue long-term purchase orders
which provide for supplying the customer's requirements for the life of a
component or system. Such purchase orders typically require annual price
reductions which reflect the expected efficiency gains in the manufacturing
process.

COMPETITION

Automotive components and systems such as those produced by the Company are
supplied by a large number of manufacturers. As result, manufacturers tend to
have relatively small market shares, and the Company believes that no supplier
or group of suppliers has a dominant position in the market for any of the
Company's products. The Company's competitors include manufacturers having both
greater and lesser size and financial resources than the Company. Certain
manufacturing operations of automotive OEMs directly compete with the Company.

In general, the Company competes on the basis of quality, price, customer
service, design and engineering capability and reputation with the customer.

RAW MATERIALS

The principal raw material used by the Company is plastic resins. The
Company's principal suppliers of resins include The Dow Chemical Co., A.
Schulman, Inc. and General Electric Corporation. The Company believes that it
has adequate supplies of raw material available from reliable sources for the
level of production presently anticipated.

PATENTS, TRADEMARKS AND LICENSES

The Company has a number of patents pending, trademarks and a license. The
Company believes that although its patents pending, trademarks and license have
some value in the manufacturing and marketing of certain products, their loss
would not have a material adverse effect on the Company's business.

EMPLOYEES

The Company's continuing operations had 1,382 full-time employees as of
January 31, 1994. These consisted of 111 salaried and 451 hourly personnel in
the United States and 136 salaried and 684 hourly personnel in Canada. As of
January 31, 1994, 1,119 of the Company's employees were represented by various
labor unions under collective bargaining agreements expiring on various dates
through October 1997. Certain of such agreements, covering an aggregate of 180
employees, expire prior to the end of 1994. There can be no assurance that such
agreements will be successfully negotiated and renewed before they expire. The
Company has not experienced a work stoppage and considers its employee relations
to be good.

ENVIRONMENTAL

Compliance with federal, state and local laws and regulations governing the
discharge of material into the environment and noise levels is not expected to
have a material effect upon the Company.

22
<PAGE> 27

GENERAL NUCLEAR

General Nuclear Corporation, a consolidated subsidiary of the Company
located in Hempfield, Pennsylvania ("General Nuclear"), manufactures
high-precision valves, valve components and specialized fasteners for the
cooling systems of nuclear reactors used in United States Navy nuclear
submarines and aircraft carriers. These products are machined and fabricated
from stainless steel, iconel, monel, stellite, aluminum and other metals and
metal alloys.

General Nuclear has been accounted for as a discontinued operation since
December 31, 1990, when the Company adopted a plan to dispose of General
Nuclear. General Nuclear's revenues in 1993 were approximately $3.3 million, but
such revenues are not included in the Company's net sales in its financial
statements because General Nuclear is accounted for as a discontinued operation.
General Nuclear is being held for sale by the Company.

PROPERTIES

The manufacturing operations of the Company are conducted in the following
facilities:

<TABLE>
<CAPTION>
BUILDING
SIZE
(APPROXIMATE OWNED OR
LOCATION SQUARE FEET) LEASED
- ----------------------------------------------------------------------- ------------ --------
<S> <C> <C>
Continuing Operations
Manchester, Michigan................................................. 158,000 Owned
Homer, Michigan...................................................... 71,000 Owned
Ann Arbor, Michigan(1)............................................... 29,000 Owned
Williamston, Michigan................................................ 16,900 Owned
Williamston, Michigan(2)............................................. 30,400 Leased
Gananoque, Ontario, Canada........................................... 200,000 Owned
Stratford, Ontario, Canada........................................... 73,000 Owned
Scarborough, Ontario, Canada(3)...................................... 139,000 Leased
Discontinued Operations
Hempfield, Pennsylvania(4)........................................... 14,000 Leased
</TABLE>

- -------------------------
(1) Facility is no longer in operation and is held for sale.

(2) Lease expires in March 1995.

(3) Lease expires in April 2003.

(4) Lease expires in January 1997.

Owned properties are subject to mortgages under Credit Agreements with its
Lenders (see Note 5 of the Notes to Consolidated Financial Statements listed in
the "Index to Financial Statements").

The Company believes that all of its properties, machinery and equipment
are well maintained and suitable and adequate for the business of the Company as
presently conducted. The Company believes that it has a significant amount of
open capacity due, in part, to the elimination of waste resulting from its "lean
manufacturing" strategy and that it could approximately double its sales from
the 1993 levels without a proportional increase in its property, plant and
equipment.

LEGAL PROCEEDINGS

In the opinion of management, the Company is not a party to any material
pending legal proceedings.

FINANCIAL INFORMATION ABOUT FOREIGN AND DOMESTIC OPERATIONS AND EXPORT SALES

Information regarding the Company's operations by geographic area is set
forth in Note 12 of the Notes to Consolidated Financial Statements included
elsewhere in this Prospectus.

23
<PAGE> 28

MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

The following sets forth certain information as of March 11, 1994 about the
directors and executive officers of the Company.

Directors

RONALD T. LARIZZA, 54, has served as President and Chief Executive Officer
of the Company since November 1982.

EDWARD L. SAWYER, JR., 60, has served as Chairman of the Board of the
Company since June 1987 and as Secretary of the Company since February 1991. Mr.
Sawyer is also a consultant to the Company. Mr. Sawyer has also been an investor
and a consultant for the past five years, including President of Edgewater
Financial Group, an investment and consulting company, since October 1990.

EDWARD W. WELLS, 41, has served as Vice President and Chief Operating
Officer of the Company since November 1989 and as Assistant Secretary of the
Company since June 1990. He joined the Company as Vice President of
Finance/Operations in March 1987.

CHARLES FAZIO, 67, has served as Chairman of the Board and Chief Executive
Officer of Fazio & Associates, Inc., a manufacturers' representative for
automobile parts companies, since 1980. Mr. Fazio served as President of the
Automotive Products Group, and beginning in 1975 as Corporate Vice President of
Operations of Rockwell International, Inc., an aerospace, aircraft, automotive
and electronics manufacturing corporation, from 1971 until 1980.

FRANK E. BLAZEY, JR. (Brig. Gen., Rtd.), 69, served in the United States
Army from 1946 to 1975, attaining the rank of Brigadier General in 1970. From
December 1988 to the present, Mr. Blazey has served as a training, personnel and
special projects consultant to Conveyor Systems, Inc., a manufacturer of
automated material handling machines for the glass, beverage and paper
industries.

ARTHUR L. WISELEY, 70, has served as an independent consultant from June
1987 to present. He served as Executive Director of Administration and Minority
Supplier Development of General Motors from June 1982 until his retirement in
June 1987.

Each director of the Company has been elected to serve until the next
annual meeting of shareholders of the Company and until his successor is elected
and qualified, or until his death, resignation or removal. Mr. Larizza and Mr.
Sawyer have been directors of the Company since November 1982, Mr. Blazey, Mr.
Wiseley and Mr. Wells have been directors of the Company since July 1987 and Mr.
Fazio has been a director of the Company since December 1990.

The Company has agreed to nominate Mr. Larizza for election as a director
of the Company at each Annual Meeting of Shareholders during the term of his
employment agreement and until five years after termination if Mr. Larizza's
employment with the Company is terminated other than as a result of his death or
disability. In addition, Mr. Larizza's employment agreement requires him to be
elected to the offices with the Company he currently holds. See "Executive
Compensation -- Employment Contracts and Termination of Employment and
Change-in-Control Arrangements -- Employment Agreement."

As described below under the caption "Description of Capital Stock --
Provisions with Possible Anti-Takeover Effect -- Classified Board", the
Company's Articles of Incorporation establish the minimum number of directors at
three and the maximum at fifteen, and, whenever there are nine or more
directors, divide the Board of Directors into three classes (as nearly equal in
number as possible). The Company proposes to add additional directors after its
1994 annual meeting of shareholders if qualified candidates can be found and
consent to serve. If the size of the Board is increased to nine members, the
Board will be classified and at the next annual meeting of shareholders of the
Company, will be elected to staggered, three-year terms. Thus, directors would
be serving staggered terms, with the term of one class expiring each year. The
Company's Articles of Incorporation also provide for the removal of a director
during his elected term

24
<PAGE> 29
only upon the vote of the holders of two-thirds of the voting power entitled to
elect a successor to the director to be removed.

Other Executive Officer

TERENCE C. SEIKEL, 37, has served as Vice President of Finance of the
Company since November 1990, as Treasurer of the Company since May 1992, as
Assistant Secretary of the Company since June 1990 and as Chief Financial
Officer of the Company since November 1989. He previously served as Director of
Finance of the Company from June 1987 to November 1990.

Each of the Company's executive officers serves until the next annual
meeting of the Board of Directors and until his successor is elected and
qualified or until his death, resignation or removal.

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth information for each of the fiscal years
ended December 31, 1993, 1992 and 1991 concerning the compensation of the
Company's Chief Executive Officer and of each of the Company's other most highly
compensated executive officers whose total annual salary and bonus exceeded
$100,000:

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
ANNUAL COMPENSATION
----------------------------------------
NAME AND OTHER ANNUAL ALL OTHER
PRINCIPAL POSITION YEAR SALARY($) BONUS($) COMPENSATION($) COMPENSATION($)
- -------------------------------------- ----- --------- -------- --------------- ---------------
<S> <C> <C> <C> <C> <C>
Ronald T. Larizza, President.......... 1993 430,000 60,000 21,221(1) 39,505(2)
Chief Executive Officer 1992 430,000 0 0 0
and Director 1991 365,500 0 0 0
Edward W. Wells, Vice................. 1993 200,000 100,000 10,237(1) 12,924(2)
President, Chief Operating 1992 200,000 50,000 0 0
Officer and Director 1991 200,000 25,000 0 0
Terence C. Seikel, Vice............... 1993 150,000 60,000 6,116(1) 8,948(2)
President of Finance, Chief 1992 125,000 25,000 0 0
Financial Officer and Treasurer 1991 100,000 25,000 0 0
</TABLE>

- -------------------------
(1) The amounts for 1993 represent the payments of amounts to Messrs. Larizza,
Wells and Seikel to pay the taxes on (i) the income resulting from the
Company's payment of insurance premiums on their behalf, as described in
note (2) below, and (ii) the tax reimbursement payments.

(2) The amount shown for 1993 represents total amounts paid in insurance
premiums for life insurance for Messrs. Larizza, Wells and Seikel in the
fiscal year ended December 31, 1993 pursuant to split-dollar insurance
arrangements between each of them and the Company.

Compensation of Directors

The Company compensates each director who is not an officer or employee of
the Company or any of its subsidiaries in cash in the amount of $1,500 for
attending each meeting of the Board of Directors and each meeting of any
committee thereof which does not occur on the same day as a Board meeting. In
addition, directors are reimbursed for any expenses incurred as a result of
meetings of the Board or any committee thereof.

Employment Contracts and Termination of Employment and Change-in-Control
Arrangements

Employment Agreement. The Company's Board of Directors has approved an
Employment Agreement with Mr. Larizza. Pursuant to the agreement, Mr. Larizza
will be employed as the President and Chief

25
<PAGE> 30

Executive Officer of the Company, reporting to the Company's Board of Directors,
for a term of five years, unless earlier terminated as a result of Mr. Larizza's
death or disability or by either party upon thirty days notice. The term will be
automatically continuously renewed such that the remaining term of the agreement
will always be five years, unless earlier terminated as described above.

Mr. Larizza's annual salary under the agreement will be $500,000, and such
amount will be increased on January 1 each year during the term by the greater
of five percent and an amount determined by the Company's Compensation
Committee. Mr. Larizza will also receive a bonus each year in an amount equal to
the greater of one percent of the Company's consolidated operating income or an
amount determined by the Company's Compensation Committee. Mr. Larizza will be
entitled to various fringe benefits under the agreement to the extent applicable
to other similar executive officers of the Company. In addition, the Company has
also agreed to nominate, recommend and otherwise support Mr. Larizza for
election as a director of the Company at each shareholders' meeting during the
term of the agreement, and, if the agreement is terminated by the Company or Mr.
Larizza, during the five years after such termination (the "Period").

If Mr. Larizza's employment is terminated as a result of Mr. Larizza's
death or disability, Mr. Larizza will be entitled to receive an amount equal to
the lesser of five years of his then current salary or $1 less than three times
his average annual salary and bonus over the prior five years, paid at the times
it would have otherwise been paid or in a discounted lump sum, at Mr. Larizza's
or his personal representative's discretion. If Mr. Larizza's employment is
terminated by notice from the Company or if Mr. Larizza terminates his
employment because the Company fails to comply with any term or provision of the
agreement, Mr. Larizza will be entitled to receive an amount equal to $1 less
than three times his average annual salary and bonus over the prior five years,
paid at the times it would have otherwise been paid, or in a discounted lump
sum, at Mr. Larizza's discretion. If Mr. Larizza's employment is terminated by
Mr. Larizza other than as a result of the Company's failure to comply with any
term or provision of the agreement, Mr. Larizza will not be entitled to receive
any amount under the agreement as a result of such termination.

Larizza Split-Dollar Agreement. The Company and Mr. Larizza have entered
into an agreement dated as of April 22, 1993, pursuant to which the Company will
pay the premiums relating to specified life insurance policies. During the
three-year term of the agreement, the Company will pay each premium on the
insurance policies and an amount necessary to pay the taxes incurred by Mr.
Larizza and the trust owning the policy as a result of the Company's payments
under the agreement. Such payments will continue after the term of the
agreement, at Mr. Larizza's request. Such payments will terminate if Mr.
Larizza's employment is terminated for cause.

During the term of the agreement, the Company has the right to recover the
premiums it has paid from the cash surrender proceeds or the death or maturity
benefit proceeds of the policies, if any. The Company's right to recover such
premiums lapses on the third anniversary date of the agreement if Mr. Larizza
provides substantial services to the Company until the earlier of (i) the third
anniversary of the agreement, (ii) Mr. Larizza's incapacity, (iii) Mr. Larizza's
involuntary termination of employment for a reason other than cause, or (iv)
termination of Mr. Larizza's employment because the Company does not comply with
any agreed upon terms or conditions of Mr. Larizza's employment. The Company
will pay to Mr. Larizza and the trust owning the policy an amount sufficient to
cover income taxes incurred as a result of such lapse and such payment.

Wells and Seikel Split-Dollar Agreements. The Company has also entered into
Split-Dollar Agreements, dated as of April 22, 1993 and effective as of January
29, 1993, with Messrs. Wells and Seikel, pursuant to which the Company will pay
the premiums relating to specified life insurance policies. During the term of
the agreements, the Company will pay each premium on the insurance policies and
an amount necessary to pay the taxes incurred by Messrs. Wells and Seikel,
respectively, as a result of the Company's payments under the agreements. The
Company is entitled to receive $300,000 and $250,000 from the death proceeds of
the policies if Mr. Wells or Mr. Seikel, respectively, dies while the agreement
is in force. In addition, if the policies are surrendered during the term of the
agreements, the Company would receive (i) 100% of the policy's surrender value,
if the policy is surrendered within two years of the effective date of the
agreement, (ii) 50% of the policy's surrender value, if the policy is
surrendered before three years after the effective date

26
<PAGE> 31

of the agreement, (iii) 25% of the policy's surrender value, if the policy is
surrendered before four years after the effective date of the agreement, and
(iv) none of the policy's surrender value, if the policy is surrendered at least
four years after the effective date of the agreement.

Either agreement will terminate on the earliest of (i) the termination of
Mr. Wells' or Mr. Seikel's respective employment for cause, (ii) the date Mr.
Wells' or Mr. Seikel's respective employment is voluntarily terminated by the
employee, except after Mr. Larizza ceases to have a majority of the voting power
in the election of the Company's directors or as a result of the employee's
disability, (iii) the date of Mr. Wells' or Mr. Seikel's respective death, or
(iv) eleven years after the effective date of the agreement.

Compensation Committee Interlocks and Insider Participation

During the year ended December 31, 1993, Messrs. Blazey, Fazio and Wiseley
served as the sole members of the Company's Compensation Committee. None of the
members of the Compensation Committee was, during the year ended December 31,
1993, an officer or employee of the Company or any of its subsidiaries, or a
former officer of the Company or any of its subsidiaries.

Mr. Fazio has the following relationships with the Company. He is the
Chairman of the Board and Chief Executive Officer of Fazio & Associates, Inc., a
manufacturers' representative for automobile parts companies, which earned
approximately $2,173,000, $1,380,000 and $674,000 from the Company as sales
commissions in 1993, 1992 and 1991, respectively.

CERTAIN TRANSACTIONS

Mr. Larizza and Mr. Sawyer, directors, executive officers and principal
shareholders of the Company, have notes payable to the Company. These notes were
originally given by Mr. Larizza and Mr. Sawyer when they were the sole
shareholders of the Company to repay amounts advanced by the Company to Mr.
Larizza, Mr. Sawyer and Trident Coatings, Inc. ("Trident"), a corporation
wholly-owned by Mr. Larizza and Mr. Sawyer, at various times prior to the
Company's 1987 initial public offering. The Company made these advances in order
to induce Trident to continue to provide manufacturing services to a former
subsidiary of the Company. During 1990 and 1991, the Company made certain
non-interest bearing personal loans (the "Loans") to Mr. Larizza and Mr. Sawyer.
During 1992, the Company made additional advances to Mr. Larizza and Mr. Sawyer,
which totalled $70,106 and $35,158, to pay certain of their personal loan
obligations.

As of December 31, 1993, the Company, Mr. Larizza and Mr. Sawyer replaced
the then existing notes with new notes (the "New Notes"). Mr. Larizza's and Mr.
Sawyer's New Notes are in the principal amounts of $1,468,827 and $667,250,
respectively, (the outstanding balances of their notes as of December 31, 1993,
including the Loans and advances made to Mr. Larizza and Mr. Sawyer plus accrued
interest through December 31, 1993), bear interest at 5.97% a year, and are
payable in yearly installments of $143,455.66 and $65,168.19, respectively, from
December 31, 1996 through December 31, 2005, with approximately $1,120,472 and
$509,001, respectively, in balloon payments due December 31, 2006, assuming no
prepayments. The maximum amount of indebtedness outstanding under the New Notes
during 1993 was approximately $2,136,077. As of March 1, 1994, the aggregate
amount outstanding under these New Notes was approximately $1,483,001 and
$673,689 for Mr. Larizza and Mr. Sawyer, respectively.

On April 25, 1989, Mr. Larizza and Mr. Sawyer made a $5,000,000
subordinated loan to the Company, evidenced by notes bearing interest payable
quarterly at an annual rate of 14%. The proceeds of this loan were used to repay
outstanding indebtedness to the Company's principal lenders. Pursuant to the
formal acknowledgment and release which was executed by Mr. Larizza, Mr. Sawyer
and the Company on December 31, 1990, these notes were extinguished effective as
of December 31, 1989. This extinguishment has been recorded for financial
accounting purposes as a capital contribution to the Company in 1990. No
interest or principal payments were made on these notes prior to their
extinguishment.

Charles Fazio, a director of the Company, is the Chairman of the Board and
Chief Executive Officer of Fazio & Associates, Inc., a manufacturers'
representative for automobile parts companies, which earned approximately
$2,173,000, $1,380,000 and $674,000 from the Company as sales commissions in
1993, 1992 and 1991, respectively.

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<PAGE> 32

PRINCIPAL AND SELLING SHAREHOLDERS

GENERAL

The following table sets forth certain information regarding the beneficial
ownership of the Common Stock by (i) the Selling Shareholders, (ii) each person
known to the Company to be the beneficial owner of more than 5% of the
outstanding Common Stock, (iii) each director of the Company, (iv) each
executive officer of the Company named in the Summary Compensation Table above
(see "Business -- Executive Compensation -- Summary Compensation Table"), and
(v) all directors and executive officers as a group:

<TABLE>
<CAPTION>
NUMBER AND PERCENT SHARES NUMBER AND PERCENT
OF SHARES TO BE SOLD OF SHARES
BENEFICIALLY OWNED IN THE BENEFICIALLY OWNED
NAME OF BENEFICIAL OWNER BEFORE THE OFFERING(1) OFFERING AFTER THE OFFERING(1)
- ------------------------------------ ----------------------- ---------- ---------------------
<S> <C> <C> <C>
Ronald T. Larizza(2)................ 11,182,083(50.6%)(3)(4) 0 11,182,083(50.6%)
Internationale Nederlanden (U.S.)
Capital Corporation(5)............ 5,176,900(23.4%)(5) 5,176,900(5) 0*
Oppenheimer & Co., Inc.(6).......... 47,243*(6) 47,243(6) 0*
Oppenheimer Horizon Partners,
L.P.(7)........................... 1,429,751(6.5%)(7) 1,429,751(7) 0*
Oppenheimer Institutional Horizon
Partners, L.P.(8)................. 1,386,468(6.3%)(8) 1,386,468(8) 0*
Oppenheimer International Horizon
Fund, Ltd.(9)..................... 139,981*(9) 139,981(9) 0*
The & Trust(10)..................... 102,697*(10) 102,697(10) 0*
Edward L. Sawyer, Jr.(11)........... 3,443,677(15.6%)(4)(12) 0 3,443,677(15.6%)
Edward W. Wells..................... 100,000*(13) 0 100,000*
Terence C. Seikel................... 100,000* 0 100,000*
Charles Fazio....................... 100,000* 0 100,000*
Frank E. Blazey, Jr. ............... 3,300*(14) 0 3,300*
Arthur L. Wiseley................... 0* 0 0*
All Directors and Executive Officers
as a Group (7 Persons)............ 11,485,383(52.0%) 0 11,485,383(52.0%)
</TABLE>

- -------------------------
* Indicates an amount less than 1%.

(1) The percentages in the table are based on 22,088,107 shares of Common Stock
outstanding as of March 11, 1994 (giving effect to the Conversion). See
"Principal and Selling Shareholders -- Conversion." The percentages in the
table assume that all shares sold in the offering are sold to third
parties.

(2) Business address is Larizza Industries, Inc., 201 West Big Beaver Road,
Suite 1040, Troy, Michigan 48084.

(3) Includes 7,738,406 shares owned by a trust; Mr. Larizza has the power to
vote these shares and to dispose of them.

(4) Includes 3,443,677 shares held by a voting trust (the "Voting Trust") under
the Voting Trust Agreement, dated as of December 20, 1991, among Mr.
Larizza, Mr. Sawyer, The Alexander Sawyer Trust under an Irrevocable Trust
Agreement dated July 21, 1987 (the "Alexander Sawyer Trust") and the
Company. Mr. Sawyer and the Alexander Sawyer Trust contributed 3,243,677
and 200,000 shares, respectively, to the Voting Trust. Mr. Larizza has the
sole right to vote the shares held in the Voting Trust and he must consent
to any sale, transfer, pledge or other disposition of such shares. The
Voting Trust expires December 31, 1998, and its business address is Larizza
Industries, Inc., 201 West Big Beaver Road, Suite 1040, Troy, Michigan
48084.

(5) Includes 5,176,900 shares that ING Capital acquired as a result of the
Conversion. ING Capital is a wholly-owned subsidiary of Internationale
Nederlanden (U.S.) Capital Holdings Corporation ("U.S. Holdings"), which is
a wholly-owned subsidiary of Internationale Nederlanden Bank N.V. ("INB"),

28
<PAGE> 33

which is a wholly-owned subsidiary of Internationale Nederlanden Groep N.V.
("Groep"); all of the foregoing may be deemed the beneficial owner of the
shares owned by ING Capital. ING Capital's and U.S. Holdings' business
address is 135 East 57th Street, New York, New York 10022, INB's business
address is De Amsterdamse Poort, 1102 MG, Amsterdam Zuid-Oost, The
Netherlands, and Groep's business address is Princes Irenstraat 5 g 1077 Wv
Amsterdam, The Netherlands. The foregoing information is based on a
Schedule 13D Report, dated January 27, 1994, filed with the Commission by
ING Capital.

(6) Includes 47,243 shares that Oppenheimer acquired as a result of the
Conversion. Oppenheimer, a Delaware corporation, is a wholly-owned
subsidiary of Oppenheimer Holdings, Inc. ("Holdings"), which is a
wholly-owned subsidiary of Oppenheimer Group, Inc. ("Group"), which is a
wholly-owned subsidiary of Oppenheimer & Co., L.P. ("Oppenheimer L.P."),
the partnership interests of which are owned by officers and employees of
Oppenheimer; all of the foregoing may be deemed the beneficial owner of the
shares owned by Oppenheimer. Oppenheimer disclaims beneficial ownership of
shares held by its affiliates. Oppenheimer's, Holdings', Group's,
Oppenheimer L.P.'s and Oppenheimer's officers' and employees' business
address is Oppenheimer Tower, One World Financial Center, New York, New
York 10281. The foregoing is based on information provided to the Company
by Oppenheimer.

(7) Includes 1,429,751 shares that Oppenheimer Horizon Partners, L.P., a
Delaware limited partnership ("Horizon"), acquired as a result of the
Conversion. Horizon is an investment partnership whose general partner is
an affiliate of Oppenheimer. Horizon's business address is c/o Oppenheimer
& Co., Inc., Oppenheimer Tower, One World Financial Center, New York, New
York 10281. Horizon disclaims beneficial ownership of shares held by its
affiliates. The foregoing is based on information provided to the Company
by Oppenheimer.

(8) Includes 1,386,468 shares that Oppenheimer Institutional Horizon Partners,
L.P., a Delaware limited partnership ("Institutional"), acquired as a
result of the Conversion. Institutional is an investment partnership whose
general partner is an affiliate of Oppenheimer. Institutional's business
address is c/o Oppenheimer & Co., Inc., Oppenheimer Tower, One World
Financial Center, New York, New York 10281. Institutional disclaims
beneficial ownership of shares held by its affiliates. The foregoing is
based on information provided to the Company by Oppenheimer.

(9) Includes 139,981 shares that Oppenheimer International Horizon Fund, Ltd.,
a British Virgin Islands corporation ("International"), acquired as a
result of the Conversion. International's investment advisor is an
affiliate of Oppenheimer. International's business address is c/o CITCO,
CITCO Building, Wickhams Cay, P.O. Box 662, Road Town, Tortola, B.V.I.
International disclaims beneficial ownership of shares held by its
affiliates. The foregoing is based on information provided to the Company
by Oppenheimer.

(10) Includes 102,697 shares that The & Trust, a charitable remainder trust (the
"Trust"), acquired as a result of the Conversion. The Trust maintains a
managed account at Oppenheimer, for which account Oppenheimer is the
investment advisor. The Trust's account address is c/o Oppenheimer & Co.,
Inc., Oppenheimer Tower, One World Financial Center, New York, New York
10281. The Trust disclaims beneficial ownership of shares held by
Oppenheimer and its affiliates. The foregoing is based on information
provided to the Company by Oppenheimer.

(11) Business address is 1375 East 9th Street, Suite 2000, Cleveland, Ohio
44114.

(12) Includes 3,243,677 shares owned by Mr. Sawyer directly and 200,000 shares
owned by the Alexander Sawyer Trust. Mr. Sawyer has the power to approve or
disapprove of any proposed transaction by the trustee of the Alexander
Sawyer Trust. All of these shares have been transferred to the Voting Trust
described in note (4).

(13) Includes 100,000 shares owned by Mr. Wells and his spouse as joint tenants
for which voting and investment powers are shared.

(14) Includes 1,000 shares owned by Mr. Blazey and his spouse as joint tenants
for which voting and investment powers are shared, and 2,000 shares owned
by Mr. Blazey's wife.

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<PAGE> 34

Each of the Company's directors and officers has agreed not to offer, sell
or otherwise dispose of any shares of Common Stock for a period of 90 days after
the date of this Prospectus without the prior written consent of the
representatives of the Underwriters. See "Underwriting."

CONVERSION

General

Pursuant to the Credit Agreement, the Selling Shareholders converted
$47,000,000 of principal and $9,254,000 of accrued interest under their Term
Loans (the then outstanding principal and accrued interest with respect to such
loans) into 8,283,040 shares of Common Stock on March 11, 1994. A copy of the
Credit Agreement is an exhibit to the Registration Statement of which this
Prospectus is a part.

The Credit Agreement

On December 23, 1991, the Company completed a financial restructuring with
its Lenders. In the restructuring $8,821,000 of accrued interest was
unconditionally forgiven, and the Company's outstanding debt to its Lenders
after the restructuring consisted of (i) a $47,500,000 loan to Manchester
Plastics, Ltd., and (ii) a $47,000,000 loan and a $6,000,000 revolving credit
loan (the "Working Capital Loan") to the Company. The Term Loans and the Working
Capital Loan are governed by the Credit Agreement. The Canadian Loan bears
interest at 1 1/2% over the BTCo base rate and is payable over seven years, with
a maximum of 25% of the principal payable in the first five years. Before the
Conversion, the Term Loans accrued interest at 8.7% and required no payments of
principal or interest for seven years. On March 11, 1994, the Term Loan was
converted into 8,283,040 shares of Common Stock.

Pursuant to the Credit Agreement, the Lenders or their permitted assignees
had the option to convert any or all of the outstanding Term Loans, along with
accrued interest, into an aggregate of 8,283,040 shares of Common Stock (the
"Conversion Option"). The Credit Agreement permitted any of the Lenders to
assign all or any portion of their Term Loans. The Credit Agreement defines a
"Holder" as any holder of Term Loans or of the Common Stock issued upon
conversion of Term Loans, until such shares are transferred in specified
circumstances. Thus, Holders can include assignees. Oppenheimer and ING Capital
purchased the Term Loans of the original Lenders under the Credit Agreement at
various times during 1992, 1993 and 1994 and exercised their Conversion Options
on March 11, 1994.

Financial Statement Effects

The Conversion reduces long-term debt, accrued interest and deferred gain
on debt restructure on the Company's balance sheet as of the date of the
Conversion by $47,000,000, $9,254,000, and $3,323,000, respectively, and
increased shareholders' equity by $59,577,000. The primary effect on the
Company's income statement from the Conversion will be the elimination of the
interest expense relating to the converted debt (approximately $4,174,000 in the
year ended December 31, 1993), offset by the applicable portion of the
amortization of the deferred gain on debt restructure (approximately $694,000 in
the year ended December 31, 1993). The Conversion also increased the number of
outstanding shares of the Common Stock.

DESCRIPTION OF CAPITAL STOCK

GENERAL

The Company's Amended Articles of Incorporation (the "Articles"), provide
for the authorization of capital stock consisting of 50,000,000 shares of Common
Stock, of which 22,088,107 are issued and outstanding as of March 11, 1994,
after the Conversion; and 10,000,000 shares of Preferred Stock ("Preferred
Stock"), none of which has been issued.

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<PAGE> 35

COMMON STOCK

Holders of Common Stock are entitled to one vote for each share held by
them on all matters to be voted upon by the shareholders, to receive dividends
out of funds legally available for distribution when and if declared by the
Board of Directors, and to share ratably in the assets of the Company legally
available for distribution to its shareholders in the event of liquidation,
dissolution or winding-up of the Company, all subject to the prior rights of any
Preferred Stock that is outstanding. Holders of Common Stock have no preemptive,
subscription, redemption or conversion rights, and Common Stock is not subject
to redemption. Holders of the Common Stock do not have the right to cumulate
their votes in any election of directors. The outstanding shares of Common Stock
are fully paid and nonassessable.

The transfer agent for the Common Stock is Society National Bank.

PREFERRED STOCK

The Preferred Stock may be issued in connection with future acquisitions or
other proper corporate purposes, at the discretion of the Board of Directors.
There are no present plans or arrangements for the issuance of any Preferred
Stock. The Board of Directors is authorized, without further shareholder
authorization, to create and issue the Preferred Stock in one or more series and
to establish the terms of series of Preferred Stock, including the designations,
number of shares, and provisions relative to dividends and distributions,
redemption, convertibility, liquidation rights and restrictions on the issuance
of shares of the same series or any other class or series.

PROVISIONS WITH POSSIBLE ANTI-TAKEOVER EFFECT

The Company believes that the retention by Mr. Larizza after the Conversion
of approximately 50.6% of the voting power of the outstanding Common Stock
(47.9% if the Underwriters' over-allotment option is exercised in full) will
discourage or preclude any acquisition of control of the Company not favored by
Mr. Larizza. In addition, certain provisions of the Articles may make the
acquisition of control of the Company by a third party by means of a tender
offer, proxy fight or otherwise more difficult. These provisions have the
overall effect of making it more difficult to remove incumbent officers and
directors. Such provisions might also limit opportunities for shareholder
participation in certain types of transactions even though such transactions
might be favored by a majority of the shareholders. The provisions of the
Articles will not prevent a takeover that is approved by a majority of the
members of the Continuing Directors (as defined below) of the Company. The Board
of Directors and officers of the Company are not aware of any current effort to
acquire control of the Company.

Classified Board

The Articles establish the minimum number of directors at three and the
maximum at fifteen, and, whenever there are nine or more directors, divide the
Board of Directors into three classes. The Board of Directors currently consists
of six members. The Company proposes to add additional directors if qualified
candidates can be found and consent to serve. If the size of the Board is
increased to nine members, the Board will be classified and at the next annual
meeting of shareholders of the Company, will be elected to staggered, three-year
terms, with the term of one class expiring each year. The Articles also provide
for the removal of a director during his elected term only upon the vote of the
holders of two-thirds of the voting power entitled to elect a successor to the
director to be removed.

The classification provision applies to every election of directors
whenever the Board has nine or more members and could make it more difficult to
change the majority of the directors for business reasons unrelated to a change
of control, such as director nonperformance. Vacancies, including vacancies
caused by resignations of directors in connection with a change in control, may
be filled only by the vote of a majority of the directors then in office, for
the unexpired term of the vacant directorship.

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<PAGE> 36

Approval of Stock Repurchases

The Articles provide that any "Stock Repurchase" (as defined below) by the
Company or any "Subsidiary" of its shares from any "Interested Shareholder" (as
such terms are defined in the Articles) either (1) be approved by the
affirmative vote of the holders of a majority of the then outstanding shares,
excluding shares beneficially owned by such Interested Shareholder, or (2) be
made as part of a tender or exchange offer by the Company or any Subsidiary to
purchase shares made on the same terms to all holders and complying with the
Exchange Act, and rules thereunder then in effect, or (3) be made pursuant to an
open market purchase program by the Company or any Subsidiary approved by a
majority of the "Continuing Directors" (as defined in the Articles) provided
that such purchase is effected on the open market and is not the result of a
privately negotiated transaction.

An "Interested Shareholder" is defined as any person or group of persons
which beneficially owns, alone or with its "Affiliates" or "Associates" (as
defined in Rule 12b-2 under the Exchange Act), more than 20%, or which has
beneficially owned more than 20% at any time within the two-year period
immediately preceding the time in question, of the Company's outstanding voting
power. However, the term "Interested Shareholder" does not include the Company,
its Subsidiaries, Mr. Larizza, Mr. Sawyer, ING Capital and Oppenheimer, until
their shares are sold in this offering, or any of their respective Affiliates
and Associates or employee benefit plans (or trustees or fiduciaries thereof).
Accordingly, this provision does not apply to a Stock Repurchase from such
individuals or entities.

A "Continuing Director" is a director of the Company who was a director on
June 17, 1987, and a person who subsequently becomes a director if such person's
appointment as a director or initial nomination for election or initial election
as a director is recommended or approved by a majority of the Continuing
Directors. Continuing Directors do not include an Interested Shareholder, an
affiliate or associate of an Interested Shareholder, or any representative of
the foregoing persons. The current directors of the Company are Continuing
Directors.

"Stock Repurchase" is defined to mean any repurchase, directly or
indirectly, by the Company or any Subsidiary of any shares of the Company at a
price greater than the then Fair Market Value for such shares. "Fair Market
Value" is defined to mean the closing sale price (or, absent any sale price, the
closing bid price) for the shares on the trading day immediately preceding the
day in question, or, absent such closing price or with respect to property other
than shares, the fair market value of the shares or other property determined in
good faith by a majority of the Continuing Directors.

Special Voting in Connection with Certain Business Transactions

The Articles contain a provision that requires approval of holders of a
majority of the then outstanding shares not held by an Interested Shareholder
for certain Business Transactions (as defined below) involving the Company and
the Interested Shareholder. The qualified majority voting requirements described
above would not apply, however, if (i) the Business Transaction has been
approved by the affirmative vote of a majority of the Continuing Directors, or
(ii) the transaction involves a Stock Repurchase governed by the provisions
discussed above.

The term "Business Transaction" is generally defined as (a) any merger or
consolidation of the Company or any Subsidiary with an Interested Shareholder,
(b) any sale, lease or other disposition of all or any "Substantial Portion" (as
defined in the Articles) of assets or securities of the Company or a Subsidiary,
to or with an Interested Shareholder, (c) the issuance of any security of an
Interested Shareholder in exchange for any security of the Company or any
Subsidiary, (d) the issuance of any security of the Company or any Subsidiary to
an Interested Shareholder, (e) any recapitalization of the Company, the effect
of which would be to increase the voting power of an Interested Shareholder, (f)
the adoption of any plan for liquidation or dissolution of the Company proposed
by or on behalf of an Interested Shareholder, and (g) any agreement, contract or
other arrangement providing for any one or more of the actions specified in the
foregoing clauses (a) through (f).

The Articles, however, require approval of a majority of the Company's
voting power to approve a merger or consolidation or disposition of all or
substantially all of the assets of the Company, or a "combination" or

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<PAGE> 37
"majority share acquisition" (as defined in Ohio Law), unless the transaction is
a Business Transaction or Stock Repurchase prohibited by the provisions of the
Articles discussed above. Moreover, the Articles provide that the Company will
not be subject to the special notice and shareholder voting provisions of the
Ohio control share acquisition statute.

Amendments

As permitted by applicable provisions of the Ohio corporation law, the
Articles require the concurrence of the holders of shares representing at least
80% of the aggregate voting power of the Company for the amendment or repeal of,
or the adoption of, those provisions relating to the approval of a Stock
Repurchase or a Business Transaction and the number, classification and removal
of directors. Any other provision contained in the Articles can be amended by
the affirmative vote of a majority of the voting power of the Company.

Takeover Statutes and Related Provisions

Provisions of the Ohio General Corporation Law ("OGCL") affect business
combinations and other transactions between specified Ohio corporations and
certain of their shareholders. As described below, most of these statutory
provisions do not appear to apply to the Company or the Company has opted out of
coverage under these statutory provisions.

The OGCL regulates "control bids" under Chapter 1707. Section 1707.01
defines a control bid as a purchase or offer to purchase any equity security of
a subject company from a resident of Ohio if (i) after the purchase the offeror
would directly or indirectly be the beneficial owner of more than 10 percent of
any issued and outstanding class of equity security of the issuer, or (ii) the
offeror is the subject company and there is a pending control bid by a person
other than the issuer and the number of issued and outstanding shares would be
reduced by more than 10 percent. Tender offers and invitations for tender
control bids are subject to disclosure, equal treatment and fair price
requirements under Section 1707.041 of the OGCL, and Section 1707.042 of the
OGCL prohibits certain conduct in relation to control bids, such as making
untrue statements or omissions, engaging in any practice or course of business
which would operate as a fraud or deceit upon any offeree, or engaging in any
manipulative act or practice.

Section 1701.59 of the OGCL provides that in determining what a director
reasonably believes to be in the best interests of the company, he or she may
consider the interests of persons other than the shareholders.

INDEMNIFICATION

The Articles of Incorporation provide that the Company shall indemnify and
hold harmless any person who was or is a party or is threatened to be made a
party, to any threatened, pending, or completed action, suit, or preceding by
reason of the fact that he is or was a director or officer of the Company, or is
or was serving at the request of the Company as a director, trustee or officer
of another entity, to the full extent permitted or required by Ohio law as it
then existed or as it may be amended (but, if amended, only to the extent the
amendment broadens such indemnification rights).

The OGCL provides that Ohio corporations may indemnify or agree to
indemnify any person who was or is a party or is threatened to be made a party,
to any threatened, pending, or completed action, suit, or proceeding by reason
of the fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, trustee, officer, employee or agent of another entity, against
expenses actually and reasonably incurred by him in connection with such action,
suit or proceeding if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the corporation, and
with respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful.

No indemnification may be made under the OGCL in an action by or in the
right of the corporation in respect of (i) any claim as to which the person is
adjudged to be liable for negligence or misconduct in the performance of his
duty to the corporation, unless the court determines that such person is fairly
and reasonably entitled to indemnity, or (ii) any action in which the only
liability asserted against a director is

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<PAGE> 38

pursuant to a section of the OGCL which prohibits directors from voting for or
assenting to specified loans, dividends, or distributions of assets
("Distribution Claim").

Except when the only liability asserted is a Distribution Claim, an Ohio
corporation is required to advance a director his expenses as they are incurred
in advance of final disposition of the proceeding against him so long as the
director agrees both to repay the corporation if it is proved by clear and
convincing evidence that his act or omission was undertaken with deliberate
intent to cause injury to the corporation or with reckless disregard for the
best interest of the corporation, and to reasonably cooperate with the
corporation concerning the proceeding. Otherwise, expenses may be advanced by
the corporation as they are incurred as authorized by the directors in specific
cases upon the receipt of an undertaking to repay such amount if it ultimately
is determined that the director is not entitled to be indemnified by the
corporation.

34
<PAGE> 39

UNDERWRITING

The U.S. Underwriters named below, acting through PaineWebber Incorporated,
McDonald & Company Securities, Inc. and Roney & Co., as Representatives (the
"Representatives"), have severally agreed, subject to the terms and conditions
set forth in the U.S. Underwriting Agreement (the "U.S. Underwriting Agreement")
among the Selling Shareholders, the Company and the U.S. Underwriters, to
purchase from the Selling Shareholders, and the Selling Shareholders have agreed
to sell to the U.S. Underwriters, the number of shares of Common Stock set forth
opposite their respective names below:

<TABLE>
<CAPTION>
NUMBER OF
SHARES OF
UNDERWRITER COMMON STOCK
---------------------------------------------------------------- ------------
<S> <C>
PaineWebber Incorporated........................................
McDonald & Company Securities, Inc..............................
Roney & Co......................................................
------------
Total........................................................... 6,626,440
------------
------------
</TABLE>

In addition, the International Underwriters, acting through PaineWebber
International (U.K.) Ltd. and McDonald & Company Securities, Inc. (the
"Managers"), have severally agreed, subject to the terms and conditions set
forth in the International Underwriting Agreement (the "International
Underwriting Agreement") among the Selling Shareholders, the Company and the
International Underwriters, to purchase 1,656,600 shares of Common Stock and to
offer and sell such shares outside of the United States and Canada concurrently
with the offering and sale of shares of Common Stock by the U.S. Underwriters.
The U.S. Underwriting Agreement provides that the obligations of the U.S.
Underwriters to purchase the shares of Common Stock listed above are subject to
certain conditions. The U.S. Underwriting Agreement also provides that the U.S.
Underwriters are committed to purchase all of the shares of Common Stock offered
hereby, if any are purchased (without consideration of any shares that may be
purchased through the Underwriters' over-allotment option). In general, the
closing with respect to the sale of the shares of Common Stock pursuant to the
U.S. Underwriting Agreement is a condition to the closing with respect to the
sale of the shares of Common Stock pursuant to the International Underwriting
Agreement and vice versa. The public offering price per share and the total
underwriting discounts and commissions per share are identical under the U.S.
Underwriting Agreement and the International Underwriting Agreement.

The Company and the Selling Shareholders have been advised by the
Representatives that the U.S. Underwriters propose to offer the shares of Common
Stock to the public at the offering price set forth on the cover page of this
Prospectus and to certain securities dealers at such price less a concession not
in excess of $ per share and that the U.S. Underwriters and such dealers
may reallow a concession not in excess of $ per share to other dealers,
including the U.S. Underwriters. After the shares of Common Stock are released
for sale to the public, the public offering price and the concession and
discount to dealers may be changed by the Representatives.

Each U.S. Underwriter has agreed that, as part of the distribution of the
shares of Common Stock, (a) it is not purchasing any shares of Common Stock for
the account of anyone other than a United States Person and (b) it has not
offered or sold, and will not offer or sell, directly or indirectly, any shares
of Common Stock or distribute this Prospectus to any person outside the United
States or to anyone other than a United States Person. Each International
Underwriter has agreed that, as part of the distribution of shares of Common
Stock, (a) it is not purchasing any shares of Common Stock for the account of
any United States Person or Canadian Person and (b) it has not offered or sold,
and will not offer or sell, directly or indirectly, any shares of Common Stock
or distribute this Prospectus to any person within the United States or Canada
or to any United States Person or Canadian Person. The foregoing limitations do
not apply to stabilization transactions or to certain other transactions
specified in the Agreement Between described below. As used herein, "United
States Person" means any individual who is resident in the United States, or any
corporation, pension, profit-

35
<PAGE> 40

sharing or other trust or other entity organized under or governed by the laws
of the United States or any political subdivision thereof (other than a foreign
branch of any United States Person), and includes any United States branch of a
non-United States Person. "Canadian Person" means any individual who is resident
in Canada, or any corporation, person, profit-sharing or other trust or other
entity organized under or governed by the laws of Canada or any political
subdivision thereof (other than a foreign branch of any Canadian Person), and
includes any Canadian branch of a non-Canadian Person.

The U.S. Underwriters and the International Underwriters have entered into
an Agreement Between U.S. and International Underwriters (the "Agreement
Between") that provides for the coordination of their activities. Pursuant to
the Agreement Between, sales may be made between the U.S. Underwriters and the
International Underwriters of such number of shares of Common Stock as may be
mutually agreed upon. The per share price of any shares so sold shall be the
public offering price, less an amount not greater than the per share amount of
the concession to dealers set forth above. To the extent there are sales between
the U.S. Underwriters and the International Underwriters, the number of shares
of Common Stock initially available for sale by the U.S. Underwriters or by the
International Underwriters may be more or less than the amount appearing on the
cover page of this Prospectus.

The Company has granted to the U.S. Underwriters an option , expiring at
the close of business on the 30th day subsequent to the date of this Prospectus,
to purchase up to an aggregate of 1,240,000 additional shares of Common Stock at
the public offering price set forth on the cover page of this Prospectus, less
underwriting discounts and commissions. The U.S. Underwriters may exercise such
option only to cover over-allotments, if any, incurred in the sale of the
shares. To the extent that the option is exercised, each of the U.S.
Underwriters will be obligated, subject to certain conditions, to purchase
approximately the same percentage of such additional shares as the percentage it
is required to purchase of the total number of shares of Common Stock it was
obligated to purchase under the U.S. Underwriting Agreement.

The Company and the Selling Shareholders have agreed to indemnify the U.S.
Underwriters and the International Underwriters against certain liabilities,
including liabilities under the Securities Act, or to contribute to payments
which the U.S. Underwriters and the International Underwriters may be required
to make in respect thereof.

The Company and its directors and officers have agreed not to offer, sell
or otherwise dispose of any shares of Common Stock without the prior written
consent of PaineWebber Incorporated for a period of 90 days after the date of
this Prospectus.

LEGAL MATTERS

The validity of the shares of Common Stock being sold in the offering is
being passed upon for the Company by Honigman Miller Schwartz and Cohn, 2290
First National Building, Detroit, Michigan 48226-3583. Certain legal matters
will be passed upon for the Underwriters by Olshan Grundman Frome & Rosenzweig,
505 Park Avenue, New York, New York 10022.

EXPERTS

The financial statements and schedules of Larizza Industries, Inc. as of
December 31, 1993 and 1992, and for each of the years in the three-year period
ended December 31, 1993, included herein and elsewhere in the Registration
Statement have been included herein and in the Registration Statement in
reliance upon the report of KPMG Peat Marwick, independent auditors, appearing
elsewhere herein, and upon the authority of said firm as experts in accounting
and auditing.

The report of KPMG Peat Marwick covering the December 31, 1993 consolidated
financial statements refers to a change in the method of accounting for income
taxes to adopt the provisions of the Financial Accounting Standards Board's
Statement of Financial Accounting Standards No. 109, Accounting for Income
Taxes.

36
<PAGE> 41

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
Independent Auditors' Report.......................................................... F-2
Consolidated Balance Sheets as of December 31, 1993 and 1992.......................... F-3
Consolidated Statements of Operations for the years ended December 31, 1993, 1992 and
1991................................................................................ F-4
Consolidated Statements of Shareholders' Deficit for the years ended December 31,
1993, 1992 and 1991................................................................. F-5
Consolidated Statements of Cash Flows for the years ended December 31, 1993, 1992 and
1991................................................................................ F-6
Notes to Consolidated Financial Statements............................................ F-7
</TABLE>

F-1
<PAGE> 42

INDEPENDENT AUDITORS' REPORT

The Shareholders and Board of Directors
Larizza Industries, Inc.:

We have audited the accompanying consolidated balance sheets of Larizza
Industries, Inc. and subsidiaries as of December 31, 1993 and 1992, and the
related consolidated statements of operations, shareholders' deficit, and cash
flows for each of the years in the three-year period ended December 31, 1993.
These consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatements. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Larizza
Industries, Inc. and subsidiaries at December 31, 1993 and 1992, and the results
of their operations and their cash flows for each of the years in the three-year
period ended December 31, 1993, in conformity with generally accepted accounting
principles.

As discussed in notes 1 and 8 to the consolidated financial statements, the
Company changed its method of accounting for income taxes for 1993 to adopt the
provisions of the Financial Accounting Standards Board's Statement of Financial
Accounting Standards No. 109, Accounting for Income Taxes.

KPMG Peat Marwick
Detroit, Michigan
February 21, 1994

F-2
<PAGE> 43

LARIZZA INDUSTRIES, INC., AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1993 AND 1992
(IN THOUSANDS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
1993 1992
-------- --------
<S> <C> <C>
ASSETS (NOTE 5)
Current assets:
Cash and cash equivalents............................................ $ 559 $ 489
Accounts receivable, less allowance of $394 in 1993 and $210 in
1992.............................................................. 20,426 18,815
Current installments of notes receivable from principal shareholders
(note 10)......................................................... -- 200
Inventories (note 3)................................................. 7,268 6,219
Reimbursable tooling costs........................................... 2,178 1,001
Net current assets of discontinued operations (note 2)............... 1,627 2,046
Other current assets................................................. 625 607
-------- --------
Total current assets......................................... 32,683 29,377
-------- --------
Net property, plant and equipment (note 4)............................. 26,116 28,125
Notes receivable from principal shareholders, excluding current
installments (note 10)............................................... 2,136 1,781
Goodwill and other intangibles, net (notes 1 and 9).................... 2,782 2,959
Net noncurrent assets of discontinued operations (note 2).............. 137 415
-------- --------
$ 63,854 $ 62,657
-------- --------
-------- --------
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities:
Current installments of long-term debt and capitalized lease
obligation (notes 5 and 6)........................................ $ 4,679 $ 342
Accounts payable, trade.............................................. 14,267 14,175
Income taxes (note 8)................................................ 1,008 350
Accrued salaries and wages........................................... 1,469 1,376
Accrued workers' compensation........................................ 605 1,439
Accrual for loss on sale of discontinued operations (note 2)......... 2,118 2,004
Other accrued expenses............................................... 4,258 3,727
-------- --------
Total current liabilities.................................... 28,404 23,413
-------- --------
Long-term debt, excluding current installments (note 5)................ 81,460 99,075
Capitalized lease obligation, excluding current installments (note
6)................................................................... 780 1,034
Deferred gain on debt restructure (note 5)............................. 6,097 7,439
Income taxes payable (note 8).......................................... -- 1,046
Deferred income taxes (note 8)......................................... 1,400 --
Accrued interest (note 5).............................................. 8,463 4,289
Accrued pension liability and other long-term liabilities (note 9)..... 1,323 1,543
Shareholders' deficit (notes 5 and 13):
Preferred stock, no par value; authorized 10,000,000 shares, no
shares issued..................................................... -- --
Common stock, no par value; authorized 50,000,000 shares, issued
13,805,067 shares................................................. 17,202 17,202
Additional paid-in capital........................................... 5,551 5,551
Accumulated deficit.................................................. (83,873) (96,260)
Foreign currency translation adjustment.............................. (2,953) (1,675)
-------- --------
Total shareholders' deficit.................................. (64,073) (75,182)
-------- --------
Commitments and contingencies (notes 6 and 11)
$ 63,854 $ 62,657
-------- --------
-------- --------
</TABLE>

See accompanying notes to consolidated financial statements.

F-3
<PAGE> 44

LARIZZA INDUSTRIES, INC., AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
1993 1992 1991
-------- -------- --------
<S> <C> <C> <C>
Net sales.................................................. $148,257 $111,307 $ 85,951
Cost of goods sold......................................... 115,660 92,036 73,955
-------- -------- --------
Gross profit..................................... 32,597 19,271 11,996
-------- -------- --------
Expenses:
Selling expenses......................................... 3,543 2,757 2,118
General and administrative expenses...................... 7,957 8,178 6,143
Nonrecurring operating expenses (note 7)................. -- -- 4,033
-------- -------- --------
11,500 10,935 12,294
-------- -------- --------
Operating income (loss).......................... 21,097 8,336 (298)
-------- -------- --------
Other income (expense):
Interest income.......................................... 219 165 406
Interest expense......................................... (6,520) (7,128) (10,185)
Foreign exchange gain (loss)............................. 32 303 (230)
Financial restructuring costs (note 5)................... -- -- (996)
Other, net............................................... (371) (195) (18)
-------- -------- --------
(6,640) (6,855) (11,023)
-------- -------- --------
Income (loss) from continuing operations before income tax
provision and extraordinary gain......................... 14,457 1,481 (11,321)
Income tax provision (note 8).............................. 2,070 -- 1,594
-------- -------- --------
Income (loss) from continuing operations before
extraordinary
gain..................................................... 12,387 1,481 (12,915)
Loss on disposal of discontinued operations (note 2)....... -- -- (3,900)
-------- -------- --------
Income (loss) before extraordinary gain.................... 12,387 1,481 (16,815)
Extraordinary gain on extinguishment of debt (note 5)...... -- 711 --
-------- -------- --------
Net income (loss)................................ $ 12,387 $ 2,192 $(16,815)
-------- -------- --------
-------- -------- --------
Income (loss) per common share:
Primary:
Income (loss) from continuing operations before
extraordinary gain.................................. $ .90 $ .11 $ (.94)
Loss from discontinued operations..................... -- -- (.28)
Extraordinary gain.................................... -- .05 --
-------- -------- --------
Net income (loss)................................ $ .90 $ .16 $ (1.22)
-------- -------- --------
-------- -------- --------
Fully diluted:
Income from continuing operations before extraordinary
gain................................................ $ .72
Loss from discontinued operations..................... --
Extraordinary gain.................................... --
--------
Net income....................................... $ .72
--------
--------
Weighted average number of shares of common stock
outstanding:
Primary.................................................. 13,805 13,805 13,805
Fully diluted............................................ 22,088
</TABLE>

See accompanying notes to consolidated financial statements.

F-4
<PAGE> 45

LARIZZA INDUSTRIES, INC., AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' DEFICIT
YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
(IN THOUSANDS)

<TABLE>
<CAPTION>
FOREIGN
ADDITIONAL CURRENCY TOTAL
COMMON PAID-IN ACCUMULATED TRANSLATION SHAREHOLDERS'
STOCK CAPITAL DEFICIT ADJUSTMENT DEFICIT
------- ---------- ----------- ------------ -------------
<S> <C> <C> <C> <C> <C>
Balance at December 31, 1990.............. $17,202 $ 5,551 $ (81,637) $ 1,049 $ (57,835)
Net loss.................................. -- -- (16,815) -- (16,815)
Foreign currency translation adjustment... -- -- -- 34 34
------- ---------- ----------- ------------ -------------
Balance at December 31, 1991.............. 17,202 5,551 (98,452) 1,083 (74,616)
Net income................................ -- -- 2,192 -- 2,192
Foreign currency translation adjustment... -- -- -- (2,758) (2,758)
------- ---------- ----------- ------------ -------------
Balance at December 31, 1992.............. 17,202 5,551 (96,260) (1,675) (75,182)
Net income................................ -- -- 12,387 -- 12,387
Foreign currency translation adjustment... -- -- -- (1,278) (1,278)
------- ---------- ----------- ------------ -------------
Balance at December 31, 1993.............. $17,202 $ 5,551 $ (83,873) $ (2,953) $ (64,073)
------- ---------- ----------- ------------ -------------
------- ---------- ----------- ------------ -------------
</TABLE>

See accompanying notes to consolidated financial statements.

F-5
<PAGE> 46

LARIZZA INDUSTRIES, INC., AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
(IN THOUSANDS)

<TABLE>
<CAPTION>
1993 1992 1991
-------- ------- --------
<S> <C> <C> <C>
Cash flows from operating activities:
Net income (loss)......................................... $ 12,387 $ 2,192 $(16,815)
Adjustments to reconcile net income (loss) to cash
provided by (used for) operating activities:
Depreciation and amortization.......................... 4,117 4,175 4,365
Deferred income taxes.................................. 1,400 -- --
Loss on disposal of property, plant and equipment...... 368 44 11
Foreign exchange (gain) loss........................... (32) (303) 230
Write-off of intangibles............................... -- -- 1,282
Provision for operational restructuring................ -- -- 2,500
Provision for loss on sale of operation................ -- -- 251
Provision for loss on sale of discontinued operation... -- -- 3,900
Amortization of deferred gain.......................... (1,342) (1,382) --
Extraordinary gain on extinguishment of debt........... -- (711) --
Increase in accrued interest........................... 4,174 4,186 103
Changes in assets and liabilities, net of sales of
businesses:
Accounts receivable.................................... (1,414) (8,769) (3,768)
Inventories............................................ (1,288) (17) 974
Prepaid expenses and other assets...................... (1,183) 305 3,682
Accounts payable and accrued liabilities............... 854 433 (2,769)
-------- ------- --------
Cash provided by (used for) operating
activities...................................... 18,041 153 (6,054)
-------- ------- --------
Cash flows from investing activities:
Proceeds from sale of property, plant and equipment....... -- 53 1,869
Proceeds from sale of discontinued operation, net of cash
sold................................................... -- -- 6,660
Capital expenditures...................................... (2,999) (3,163) (4,636)
Loans to officers, net.................................... (155) (246) (283)
Other, net................................................ (22) 74 (144)
-------- ------- --------
Cash provided by (used for) investing
activities...................................... (3,176) (3,282) 3,466
-------- ------- --------
Cash flows from financing activities:
Proceeds from issuance of debt............................ -- 1,075 4,016
Repayments of debt........................................ (13,489) (660) (1,490)
Other, net................................................ (743) (490) 927
-------- ------- --------
Cash provided by (used for) financing
activities...................................... (14,232) (75) 3,453
-------- ------- --------
Effect of exchange rates on cash............................ (563) (406) (79)
-------- ------- --------
Net increase (decrease) in cash and cash equivalents........ 70 (3,610) 786
Cash and cash equivalents at beginning of year.............. 489 4,099 3,313
-------- ------- --------
Cash and cash equivalents at end of year.................... $ 559 $ 489 $ 4,099
-------- ------- --------
-------- ------- --------
Supplemental cash flow disclosures:
Interest paid............................................. $ 3,501 $ 4,071 $ 9,656
Income taxes paid......................................... 1,112 570 12
Supplemental schedule of noncash investing and financing
activities:
Conversion of short-term debt to long-term................ $ -- $ -- $ 98,500
Deferred gain on debt restructure......................... -- -- 8,821
Asset acquired and obligation incurred under capital
lease.................................................. -- 1,426 --
</TABLE>

See accompanying notes to consolidated financial statements.

F-6
<PAGE> 47

LARIZZA INDUSTRIES, INC., AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1993, 1992 AND 1991

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Principles of Consolidation

The consolidated financial statements include the accounts of Larizza
Industries, Inc., and its wholly owned subsidiaries ("Company"). All significant
intercompany accounts and transactions have been eliminated in consolidation.

(b) Revenue Recognition

Sales and related cost of sales are recognized upon the shipment of
products.

The Company translates the foreign currency financial statements of its
Canadian operations by translating balance sheet accounts at the exchange rate
prevailing at year-end and income statement accounts at the average exchange
rate for the year. Gains or losses resulting from translating foreign currency
financial statements are recorded in a separate component of shareholders'
deficit. Gains or losses resulting from foreign currency transactions are
included in net earnings (losses).

(d) Inventories

Inventories are stated at the lower of cost or market. Cost is determined
using the first-in, first-out (FIFO) method.

(e) Property, Plant and Equipment

Property, plant and equipment are stated at cost. Depreciation is
calculated on the straight-line method over the estimated useful lives of the
assets. Leasehold improvements are amortized on the straight-line method over
the shorter of the remaining lease terms or estimated useful lives of the
improvements. Amortization of capitalized leases is included with depreciation
expense. Property, plant and equipment held for sale are stated at their
estimated net realizable value, and accordingly, are no longer depreciated.

(f) Goodwill and Other Intangibles

Goodwill represents the excess of purchase price over the fair value of net
assets of acquired companies at the dates of acquisition. Goodwill is amortized
on a straight-line basis over 30 years. Net goodwill was $1,486,000 and
$1,609,000 at December 31, 1993 and 1992, respectively, and accumulated
amortization was $408,000 and $344,000 at December 31, 1993 and 1992,
respectively.

Other intangibles represents an intangible asset recorded in conjunction
with SFAS No. 87, Employers' Accounting for Pensions, as discussed in Note 9.

(g) Income Taxes

In February 1992, the Financial Accounting Standards Board issued SFAS No.
109, Accounting for Income Taxes. This statement is effective for fiscal years
beginning after December 15, 1992, and was adopted by the Company in the first
quarter of 1993. Prior to its adoption, the Company accounted for income taxes
in conformity with SFAS No. 96, Accounting for Income Taxes. Statement 109
requires the asset and liability method of accounting for income taxes similar
to the method required by Statement 96. Deferred income taxes continue to be
recognized for the tax consequences of "temporary differences" by applying
enacted statutory tax rates applicable to future years to differences between
the financial statement carrying amounts

F-7
<PAGE> 48

LARIZZA INDUSTRIES, INC., AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1993, 1992 AND 1991 -- (CONTINUED)

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -- (CONTINUED)
and the tax bases of existing assets and liabilities. The effect on deferred
taxes of a change in tax rates continues to be recognized in income in the
period that includes the enactment date.

Statement 109 requires that deferred tax assets be recognized for
deductible temporary differences and operating loss and tax credit carryforwards
if it is more likely than not that a tax benefit will be realized in future
years. Statement 96, in contrast, limited the recognition of deferred tax assets
to benefits that would offset deferred tax liabilities and benefits that could
be realized through the recovery of income taxes paid in the current year and
prior years.

Deferred income taxes are recognized for income and expense items that are
recorded for financial reporting purposes in a different period than for income
tax purposes.

(h) Income (Loss) Per Share of Common Stock

Primary income (loss) per common share is calculated by dividing net income
(loss) by the weighted average number of common shares outstanding during the
period.

On a fully diluted basis, both net income (loss) and shares outstanding are
adjusted to assume the conversion of the U.S. Loan of $47,000,000 plus accrued
interest into 8,283,040 shares of common stock at the beginning of the period.
To adjust net income for 1993, interest expense of $4,174,000 related to the
U.S. Loan, less $694,000 of amortization of deferred gain on debt restructure,
was added back into income. Such conversion was not dilutive during the years
ended December 31, 1992 and 1991.

(i) Cash and Cash Equivalents/Consolidated Statements of Cash Flows

The Company considers highly liquid investments with a maturity at the time
of purchase of three months or less to be cash equivalents.

(j) Pensions and Post Retirement Benefit Plans

The Company's Canadian subsidiary has two defined benefit pension plans
covering certain of its Canadian salaried and hourly employees. Pension expense
is determined pursuant to the provisions of SFAS No. 87, Employers' Accounting
for Pensions. Benefits are based upon either employee years of service and
compensation or stated dollar amounts per years of service. Contributions to the
plans are based upon the recommendation of the Company's actuaries, and past
service costs are funded over 15 years. Contributions are intended to provide
not only for benefits for service to date, but also for those expected to be
earned in the future.

The Company does not currently provide medical benefits to retirees.

(2) DISCONTINUED OPERATIONS

Effective December 31, 1990, the Company adopted a plan to divest its
Defense Group and Automotive Electrical Division which have been accounted for
as discontinued operations in the accompanying consolidated financial
statements.

On March 21, 1991, the Company sold the common stock of Technical Systems,
Inc., which comprised the majority of the Defense Group. The net proceeds of
approximately $4,500,000 were transferred to the Company's lenders in repayment
of accrued interest.

F-8
<PAGE> 49

LARIZZA INDUSTRIES, INC., AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1993, 1992 AND 1991 -- (CONTINUED)

(2) DISCONTINUED OPERATIONS -- (CONTINUED)

On August 8, 1991, the Company sold the common stock of Beta Mfg. Co. and
subsidiaries, which comprised the Automotive Electrical Division. The net
proceeds of approximately $3,200,000 were transferred to the Company's lenders
in repayment of accrued interest.

The Company recorded a loss on the disposal of the Automotive Electrical
Division and the Defense Group during 1991 of $3,900,000. The Company does not
anticipate incurring any additional losses on the planned divestiture of the
remaining Defense Group business which is held for sale at December 31, 1993.
Net sales of the discontinued operations were $3,323,000, $3,860,000 and
$18,462,000 in 1993, 1992 and 1991, respectively. No interest expense was
allocated to discontinued operations.

At December 31, 1993 and 1992, the composition of the net current and net
noncurrent assets of the remaining discontinued operation is as follows:

<TABLE>
<CAPTION>
1993 1992
------- ------
(IN THOUSANDS)
<S> <C> <C>
Net current assets of discontinued operation:
Current assets.................................................. $ 1,893 $2,425
Current liabilities............................................. (266) (379)
------- ------
$ 1,627 $2,046
------- ------
------- ------
Net noncurrent assets of discontinued operation:
Property and equipment, net..................................... $ 821 $1,005
Noncurrent liabilities.......................................... (684) (590)
------- ------
$ 137 $ 415
------- ------
------- ------
</TABLE>

(3) INVENTORIES

The components of inventories are as follows:

<TABLE>
<CAPTION>
1993 1992
------- ------
(IN THOUSANDS)
<S> <C> <C>
Raw materials..................................................... $ 4,428 $3,341
Work in process................................................... 1,032 1,092
Finished goods.................................................... 1,808 1,786
------- ------
$ 7,268 $6,219
------- ------
------- ------
</TABLE>

F-9
<PAGE> 50

LARIZZA INDUSTRIES, INC., AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1993, 1992 AND 1991 -- (CONTINUED)

(4) PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment is comprised of:

<TABLE>
<CAPTION>
1993 1992
------- -------
(IN THOUSANDS)
<S> <C> <C>
Land............................................................. $ 332 $ 337
Buildings........................................................ 9,724 9,564
Machinery and equipment.......................................... 33,962 33,010
Furniture and fixtures........................................... 1,838 1,774
Transportation equipment......................................... 741 722
Leasehold improvements........................................... 142 147
Construction in progress......................................... 239 132
------- -------
46,978 45,686
Less accumulated depreciation and amortization................... 20,862 17,561
------- -------
$26,116 $28,125
------- -------
------- -------
</TABLE>

Included in property, plant and equipment is a building held for sale with
a net book value of $400,000 in 1993 and 1992. During 1992, the building was
written down an additional $122,000 to state it at its estimated net realizable
value, and therefore, is no longer being depreciated.

Included in property, plant and equipment in 1993 are assets under a
capitalized lease obligation with a cost of $1,479,000 and accumulated
amortization of $187,000.

(5) LONG-TERM DEBT AND FINANCIAL RESTRUCTURING

Long-term debt is summarized as follows:

<TABLE>
<CAPTION>
1993 1992
------- -------
(IN THOUSANDS)
<S> <C> <C>
Term notes payable to banks, bearing interest at prime plus 1.5%,
due in unequal annual installments through December 23, 1998... $35,625 $47,143
Term notes payable to banks, bearing interest at 8.7%, due
December 23, 1998.............................................. 47,000 47,000
Working capital loan, bearing interest at prime plus 1.5%, due
December 23, 1998.............................................. 3,300 5,075
------- -------
85,925 99,218
Less current installments........................................ 4,465 143
------- -------
$81,460 $99,075
------- -------
------- -------
</TABLE>

On December 23, 1991, the Company completed a financial restructuring with
its Lenders. As part of the financial restructuring, the Company's outstanding
debt of $98,500,000 was replaced by a $47,500,000 loan to the Company's Canadian
subsidiary, Manchester Plastics, Ltd., (the "Canadian Loan"), a $47,000,000 loan
to Larizza Industries, Inc. (the "U.S. Loan") and a $4,000,000 working capital
loan to Larizza Industries, Inc. (the "Working Capital Loan") under a $6,000,000
working capital facility.

The Canadian Loan bears interest at 1.5% over the Bank's prime rate.
Interest is payable monthly and principal is payable in unequal annual
installments through December 23, 1998. This loan is secured by all of the
Company's assets, including the stock of its subsidiaries, and is guaranteed by
Larizza Industries, Inc. and

F-10
<PAGE> 51

LARIZZA INDUSTRIES, INC., AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1993, 1992 AND 1991 -- (CONTINUED)

(5) LONG-TERM DEBT AND FINANCIAL RESTRUCTURING -- (CONTINUED)

its other subsidiaries. During 1993, the Company made principal payments on its
Canadian Loan of $11,518,000.

The U.S. Loan accrues interest at 8.7% and requires no payments of
principal or interest until December 23, 1998, at which time the full balance
becomes due. At any time during the term of this loan, the Lenders have the
option to convert this loan, along with accrued interest, into common stock of
the Company which would represent 37.5% of the Company's common stock if all
such loans were converted. The number of shares issuable is in proportion to the
principal amount of the U.S. Loan converted. The U.S. Loan is secured by all of
the Company's assets, including the stock of its subsidiaries, and is guaranteed
by the Company's subsidiaries.

One of the Lenders provides the Company with a working capital facility of
$6,000,000, of which $3,300,000 was borrowed at December 31, 1993. The Working
Capital Loan bears interest at 1.5% over the Bank's prime rate and requires the
Company to pay a commitment fee of 0.25% per annum on the average unused amount
of the facility. Both interest and the commitment fee are payable monthly. The
working capital facility expires on December 23, 1998, and provides for a 30 day
reduction in the maximum amount available for borrowing each year. During 1994,
the Working Capital Loan is capped at $2,000,000 for a thirty day period
selected by the Company. This provision was met March 1, 1994.

The Canadian Loan, the U.S. Loan and the Working Capital Loan contain
various covenants, the more restrictive of which include limits on the
disposition of properties and on capital expenditures, maintenance of certain
financial levels and ratios and restrictions on additional indebtedness and on
the payment of dividends. The Company was in compliance with all such covenants
at December 31, 1993, and expects to be in compliance throughout 1994.

Accrued interest of $8,821,000 which was owed to the Lenders at the time of
the restructuring on December 23, 1991 was unconditionally forgiven by the
Lenders. This amount was recorded as a deferred gain on debt restructure and is
being amortized and netted against interest expense over the seven-year term of
the restructured loans. During 1993 and 1992, $1,342,000 and $1,382,000,
respectively, of deferred gain on debt restructure was amortized and netted
against interest expense.

During 1992, the Company extinguished long-term debt in the amount of
$906,000 for a cash payment of $195,000 resulting in a gain of $711,000 which is
recorded as an extraordinary gain on the accompanying consolidated statement of
operations.

During 1991, the Company incurred financial restructuring costs of
$996,000. These costs reflect legal and professional fees related to various
amendments to the Credit Agreement, as well as the Company's financial
restructuring.

Aggregate principal payments due on long-term debt for the next five years
are as follows: 1994 -- $4,465,000; 1995 -- $2,931,000; 1996 -- $3,800,000;
1997 -- $2,575,000; 1998 -- $72,154,000.

F-11
<PAGE> 52

LARIZZA INDUSTRIES, INC., AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1993, 1992 AND 1991 -- (CONTINUED)

(6) LEASES

The Company leases a portion of its operating facilities and equipment.
Aggregate future minimum lease payments under all noncancelable leases of
continuing operations at December 31, 1993, are as follows:

<TABLE>
<CAPTION>
CAPITAL OPERATING
YEAR LEASES LEASES
---------------------------------------------------------------- ------- -----------
(IN THOUSANDS)
<S> <C> <C>
1994............................................................ $ 315 $ 1,213
1995............................................................ 315 846
1996............................................................ 315 747
1997............................................................ 285 564
1998............................................................ -- 523
------- -----------
1,230 $ 3,893
-----------
-----------
Less amounts representing interest.............................. 236
-------
Present value of minimum lease payments......................... 994
Less current installments....................................... 214
-------
Long-term obligation............................................ $ 780
-------
-------
</TABLE>

Rent expense for operating leases of continuing operations amounted to
$1,305,000, $1,209,000 and $1,085,000 in 1993, 1992 and 1991, respectively.

(7) NONRECURRING OPERATING EXPENSES

During 1991, the Company recorded nonrecurring operating expenses of
$4,033,000. This amount represents items of expense which by their nature are
considered operating expenses of the Company but do not relate directly to
current ongoing business activities.

Included in this amount was the write-off of intangibles of $1,282,000
related to the acquisition of PMP Incorporated; a provision for restructuring of
$1,118,000 related to the closure of one of the two facilities in Williamston,
Michigan; an adjustment to the provision for the loss on the shutdown of the
Pulsar Plastics operation of $795,000; an adjustment to the provision for the
closure of the automotive harness assembly operation of $393,000; miscellaneous
restructuring costs of $194,000 and an adjustment to the loss provision related
to the sale of the plating operation of $251,000.

(8) INCOME TAXES

Effective January 1, 1993, the Company adopted Statement of Financial
Accounting Standards (SFAS) No. 109, Accounting for Income Taxes. The statement
requires the use of the asset and liability approach for financial accounting
and reporting for income taxes. Financial statements for prior years have not
been restated as the cumulative effect of the accounting change had no impact.

Income (loss) from continuing operations before income tax provision and
extraordinary gain is as follows:

<TABLE>
<CAPTION>
1993 1992 1991
------- ------- --------
(IN THOUSANDS)
<S> <C> <C> <C>
United States........................................ $(2,250) $(2,037) $(12,320)
Canada............................................... 16,707 3,518 999
------- ------- --------
$14,457 $ 1,481 $(11,321)
------- ------- --------
------- ------- --------
</TABLE>

F-12
<PAGE> 53

LARIZZA INDUSTRIES, INC., AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1993, 1992 AND 1991 -- (CONTINUED)

(8) INCOME TAXES -- (CONTINUED)

The income tax provision from continuing operations before extraordinary
gain is summarized as follows:

<TABLE>
<CAPTION>
1993 1992 1991
------- ------- --------
(IN THOUSANDS)
<S> <C> <C> <C>
Current:
United States...................................... $ 184 $ -- $ 300
Canada............................................. 450 -- 1,292
State.............................................. 36 -- 2
------- ------- --------
670 -- 1,594
------- ------- --------
Deferred:
United States...................................... -- -- --
Canada............................................. 1,400 -- --
State.............................................. -- -- --
------- ------- --------
Total...................................... $ 2,070 $ -- $ 1,594
------- ------- --------
------- ------- --------
</TABLE>

A reconciliation between the provision for income taxes resulting from
continuing operations before extraordinary gain and income taxes on such income
calculated at the United States statutory rate of 35 percent for 1993 and 34
percent for 1992 and 1991 is as follows:

<TABLE>
<CAPTION>
1993 1992 1991
------- ------- --------
(IN THOUSANDS)
<S> <C> <C> <C>
Income tax at statutory rate......................... $ 5,060 $ 504 $ (3,849)
Write-off of intangibles............................. -- -- 436
Amortization of intangibles.......................... (712) 24 41
Difference in tax rates of consolidated foreign
subsidiaries....................................... 334 141 49
Canadian and United States net operating loss
carryforwards...................................... (6,387) (663) 3,311
Deemed dividend from Canadian subsidiary............. 3,510 -- 340
Canadian withholding taxes........................... -- -- 1,230
Other................................................ 265 (6) 36
------- ------- --------
Income tax at effective rate......................... $ 2,070 $ -- $ 1,594
------- ------- --------
------- ------- --------
</TABLE>

F-13
<PAGE> 54

LARIZZA INDUSTRIES, INC., AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1993, 1992 AND 1991 -- (CONTINUED)

(8) INCOME TAXES -- (CONTINUED)

The tax effected temporary differences and United States net operating loss
carryforwards which give rise to deferred tax assets and liabilities at December
31, 1993 are summarized as follows:

<TABLE>
<CAPTION>
(IN THOUSANDS)
<S> <C>
Deferred tax assets:
United States net operating loss carryforwards................... $ 2,550
Interest forgiveness income...................................... 2,073
Accruals for discontinued operations............................. 1,012
Miscellaneous reserves........................................... 435
Other............................................................ 391
--------------
6,461
Less valuation allowance........................................... 6,026
--------------
435
Deferred tax liability:
Depreciation..................................................... (1,835)
--------------
Net deferred tax liability....................................... $ (1,400)
--------------
--------------
</TABLE>

A valuation allowance of $6,026,000 has been recognized to offset the
deferred tax assets related to operations in the United States due to the
uncertainty of realizing the benefit of the United States net operating loss
carryforwards and deductible temporary differences in the future.

At December 31, 1993, the Company has net operating loss carryforwards of
$7,500,000 for United States income tax purposes, which expire from 2005 to
2008. Net operating loss carryforwards for Canadian tax purposes of $9,400,000
at December 31, 1992, were fully utilized in 1993 to reduce Canadian taxable
income. United States branch operations of the Company's Canadian subsidiary
have net operating loss carryforwards of $1,400,000 at December 31, 1993, which
expire in 2007 and 2008. In addition, the Company has capital loss carryforwards
for United States tax purposes of $16,400,000 which expire in 1997.

(9) EMPLOYEE PENSION PLANS

The Company's Canadian subsidiary has two defined benefit pension plans
covering certain of its Canadian salaried and hourly employees. In accordance
with SFAS No. 87, Employers' Accounting for Pensions, the Company recorded a
minimum pension liability of $1,296,000 and $1,350,000 at December 31, 1993 and
1992, respectively. This liability represents the excess of unfunded accumulated
benefit obligations over accrued pension cost. The minimum liability was offset
by an intangible asset which is amortized on a straight line basis over 16
years. There was no effect on net income.

F-14
<PAGE> 55

LARIZZA INDUSTRIES, INC., AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1993, 1992 AND 1991 -- (CONTINUED)

(9) EMPLOYEE PENSION PLANS -- (CONTINUED)

The following table sets forth the plans' funded status and amounts
recognized in the Company's consolidated balance sheet at December 31, 1993 and
1992:

<TABLE>
<CAPTION>
1993 1992
------- -------
(IN THOUSANDS)
<S> <C> <C>
Actuarial present value of benefit obligations:
Accumulated benefit obligation, including vested benefits of
$4,053 in 1993 and $3,576 in 1992........................... $ 4,053 $ 3,610
------- -------
------- -------
Projected benefit obligation..................................... (4,053) (3,610)
Fair value of plan assets........................................ 2,995 2,452
------- -------
Excess of projected benefit obligation over plan assets.......... (1,058) (1,158)
Unamortized initial net liability................................ 1,235 1,319
Other............................................................ 60 32
------- -------
Prepaid pension costs............................................ $ 237 $ 193
------- -------
------- -------
</TABLE>

Net periodic pension costs for the years ended December 31, 1993 and 1992,
are:

<TABLE>
<CAPTION>
1993 1992
----- -----
(IN THOUSANDS)
<S> <C> <C>
Service cost...................................................... $ 158 $ 107
Interest cost..................................................... 293 266
Actual return on plan assets...................................... (217) (206)
Net amortization and deferral..................................... 108 90
----- -----
$ 342 $ 257
----- -----
----- -----
Assumptions:
Discount rate..................................................... 7.5% 7.5%
Average wage increase............................................. 6.5% 6.5%
Long-term rate of return on plan assets........................... 8.5% 8.5%
</TABLE>

(10) RELATED PARTY TRANSACTIONS

Notes receivable from principal shareholders include $2,136,000 and
$1,981,000 of interest-bearing notes due from principal shareholders at December
31, 1993 and 1992, respectively. During 1993, notes receivable from principal
shareholders were replaced with new notes. These new notes bear interest at
5.97% and are payable in annual installments beginning in 1996.

Interest charged by the Company to principal shareholders was $155,000,
$141,000 and $103,000 in 1993, 1992 and 1991, respectively. Amounts charged to
the Company by a certain director of the Company for sales commissions were
$2,173,000, $1,380,000 and $674,000 during 1993, 1992 and 1991, respectively.

(11) LITIGATION

The Company and its consolidated subsidiaries have various pending lawsuits
and claims. In the opinion of management, the ultimate liabilities resulting
from such lawsuits and claims will not materially affect the consolidated
financial position of the Company.

F-15
<PAGE> 56

LARIZZA INDUSTRIES, INC., AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1993, 1992 AND 1991 -- (CONTINUED)

(12) SEGMENT AND GEOGRAPHIC INFORMATION

The Company operates in the automotive industry, where it manufactures,
assembles and markets plastic based components and component assemblies used in
the interiors of automobiles, light trucks, sport utility vehicles and
mini-vans.

Net sales from continuing operations to major customers are as follows:

<TABLE>
<CAPTION>
1993 1992 1991
-------- -------- -------
(IN THOUSANDS)
<S> <C> <C> <C>
General Motors Corporation.......................... $ 51,300 $ 45,200 $56,200
Chrysler Corporation................................ 41,100 20,800 1,400
Ford Motor Company.................................. 32,400 26,500 15,900
Honda Motor Company................................. 14,400 8,400 600
</TABLE>

Information about the Company's operations by geographic area is as
follows:

<TABLE>
<CAPTION>
1993 1992 1991
-------- -------- -------
(IN THOUSANDS)
<S> <C> <C> <C>
Net sales from continuing operations:
United States..................................... $ 53,672 $ 34,978 $17,817
Canada............................................ 94,585 76,329 68,134
-------- -------- -------
Consolidated...................................... $148,257 $111,307 $85,951
-------- -------- -------
-------- -------- -------
Operating income (loss) from continuing operations:
United States..................................... $ 8,106 $ 1,473 $(3,089)
Canada............................................ 18,746 11,814 6,741
General corporate expenses........................ (5,755) (4,951) (3,950)
-------- -------- -------
Consolidated...................................... $ 21,097 $ 8,336 $ (298)
-------- -------- -------
-------- -------- -------
Identifiable assets:
United States..................................... $ 28,557 $ 26,210 $19,308
Canada............................................ 36,441 32,992 37,468
Corporate assets.................................. (1,144) 3,455 3,374
-------- -------- -------
Consolidated...................................... $ 63,854 $ 62,657 $60,150
-------- -------- -------
-------- -------- -------
</TABLE>

The Company holds some degree of credit risk due to the concentration of
trade accounts receivable due from major customers. Receivables from these
customers at December 31, 1993 and 1992 approximate the same percent of total
receivables as aggregate sales to these customers bear to total sales. Transfers
between geographic areas and export sales are immaterial. Identifiable assets
are those used in the operation of each geographic area. Corporate assets
consist primarily of cash, prepaid expenses, transportation equipment and notes
receivable from officers.

(13) STOCK INCENTIVE PLAN

The 1987 Stock Incentive Plan authorizes the granting of incentive and
nonqualified stock options, stock appreciation rights and restricted shares of
common stock. Participation in the Plan is limited to employees, including
officers and directors of the Company. Under the Plan, a maximum of 200,000
shares of common stock may be made the subject of options, stock appreciation
rights or restricted stock grants.

F-16
<PAGE> 57

LARIZZA INDUSTRIES, INC., AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1993, 1992 AND 1991 -- (CONTINUED)

(13) STOCK INCENTIVE PLAN -- (CONTINUED)

The per share purchase price of the common stock under options is
determined by the Compensation Committee and, in the case of incentive stock
options, must be at least 100% (110% in the case of 10% shareholders) of the
fair market value of one share of common stock on the date of grant of such
option. Stock appreciation rights may either be granted independently or in
conjunction with the grant of a stock option. Each stock option or appreciation
right shall be exercisable at any such time as may be determined by the
Compensation Committee at the time of grant. Each option and appreciation right
shall expire not more than ten years from the date of grant.

Under the Plan, the Compensation Committee may also grant shares of
restricted stock to participants. The Compensation Committee shall establish the
restricted period at the time the shares are awarded. The shares of restricted
stock may not be sold, assigned, transferred, pledged, hypothecated or otherwise
encumbered during the restricted period.

On December 31, 1993, no options were outstanding and 200,000 shares were
available for grant.

(14) QUARTERLY DATA (UNAUDITED)

Summarized quarterly financial data for 1993 and 1992 are as follows:

<TABLE>
<CAPTION>
QUARTER
-------------------------------------------
FIRST SECOND THIRD FOURTH YEAR
------- ------- ------- ------- --------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
1993
Net sales............................... $39,615 $39,390 $31,144 $38,108 $148,257
Gross profit............................ 8,942 9,183 5,767 8,705 32,597
Net income.............................. 4,174 4,749 1,561 1,903 12,387
Net income per common share:
Primary............................... .30 .34 .11 .14 .90
Fully diluted......................... .23 .25 N/A .13 .72
1992
Net sales............................... $24,268 $28,669 $25,394 $32,976 $111,307
Gross profit............................ 3,612 5,112 4,024 6,523 19,271
Income (loss) from continuing operations
before extraordinary gain............. (547) 501 188 1,339 1,481
Extraordinary gain...................... 711 -- -- -- 711
Net income......................... 164 501 188 1,339 2,192
Net income (loss) per common share:
Income (loss) from continuing
operations before extraordinary
gain............................... (.04) .04 .01 .10 .11
Extraordinary gain.................... .05 -- -- -- .05
Net income......................... .01 .04 .01 .10 .16
</TABLE>

F-17
<PAGE> 58
__________________
| |
| [LOGO] |
| |
| |
| |
| | ________________________
| | | |
| | | |
| | Creative Concepts | |
| | ___________________________|______ |
| | | | |
| | | | |
| | | |_________________|
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | ___|_____________
| _______________|_____|____ | |___
| | | | | |
|__| |_________________________| | |
| | | | | |
| | | | | |
| | | |_________________| |
| | | Competitive Design |
| | | |
| | | |
|__________________________| | |
| |
_______|___________________ |
| | |
| | |
Our seven U.S. and Canadian facilities | | |
utilize the latest technology in | | |
sophisticated design, a wide variety | | |
of processing capabilities and in-line | | |
sequence manufacturing to provide our | | |
customers with complete "interior | | |
systems". | | |
| | |
We focus on the continuous improvement | | |
of our product quality and cost and in | | |
providing service beyond expectations. | | |
| | |
______________________ | | |
| | | | |
| | | | |
| | | | |
_____________| | | | |
| |______________________| | | |
| | Employee Involvement | | |
| | | | |
| | | | |
| | |___________________________| |
| | | |
|__________________| | |
| |
| |
| |
|__________________________|

(PHOTOGRAPHS)
(SEE APPENDIX A)
<PAGE> 59

---------------------------------------------------------
---------------------------------------------------------

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN
THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION AND
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY, THE UNDERWRITERS OR ANY OTHER PERSON. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE
ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY
SINCE THE DATE HEREOF OR THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF
ANY TIME SUBSEQUENT TO ITS DATE. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO
SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE
REGISTERED SECURITIES TO WHICH IT RELATES. THIS PROSPECTUS DOES NOT CONSTITUTE
AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY SUCH SECURITIES IN ANY
CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL.

------------------------

TABLE OF CONTENTS

PAGE
----
Available Information................... 2
Prospectus Summary...................... 3
Investment Considerations............... 6
The Company............................. 7
Use of Proceeds......................... 8
Price Range of Common Stock and Dividend
Policy................................ 8
Capitalization.......................... 9
Selected Consolidated Financial Data.... 10
Management's Discussion and Analysis of
Financial Condition and Results of
Operations............................ 12
Business................................ 15
Management.............................. 24
Certain Transactions.................... 27
Principal and Selling Shareholders...... 28
Description of Capital Stock............ 30
Underwriting............................ 35
Legal Matters........................... 36
Experts................................. 36
Index to Consolidated Financial
Statements............................ F-1

---------------------------------------------------------
---------------------------------------------------------

---------------------------------------------------------
---------------------------------------------------------
8,283,040 SHARES
[LOGO]

LARIZZA INDUSTRIES, INC.
COMMON STOCK
------------------------
PROSPECTUS
------------------------

PAINEWEBBER INCORPORATED

MCDONALD & COMPANY
SECURITIES, INC.

RONEY & CO.

------------------------

, 1994

---------------------------------------------------------
---------------------------------------------------------
<PAGE> 60

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL
OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF
THESE SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR
SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE
SECURITIES LAWS OF ANY SUCH JURISDICTION.

[ALTERNATE PAGE]

SUBJECT TO COMPLETION

PRELIMINARY PROSPECTUS DATED MARCH 17, 1994

8,283,040 SHARES
[LOGO]

LARIZZA INDUSTRIES, INC.

COMMON STOCK
------------------------

The 8,283,040 shares of the Company's Common Stock, no par value (the
"Common Stock"), offered hereby are being sold by the Selling Shareholders. See
"Principal and Selling Shareholders." The Company will not receive any of the
proceeds from the sale of shares by the Selling Shareholders. Of the 8,283,040
shares of Common Stock offered, 1,656,600 shares are being offered hereby in an
international offering outside the United States and Canada (the "International
Shares") and 6,626,440 shares are being offered in a concurrent offering in the
United States and Canada. The price to the public and aggregate underwriting
discounts and commissions per share will be identical for both offerings. See
"Underwriting."

The Common Stock is quoted on the American Stock Exchange under the symbol
"LII." On March 16, 1994 the last sale price of the Common Stock as reported by
the American Stock Exchange was $7.25 per share. See "Price Range of Common
Stock and Dividend Policy."

SEE "INVESTMENT CONSIDERATIONS" FOR A DISCUSSION OF CERTAIN FACTORS THAT
SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS.

------------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.

------------------------

The International Shares are offered by the International Underwriters,
subject to prior sale, when, as and if delivered to and accepted by the
International Underwriters, and subject to their right to reject orders in whole
or in part. It is expected that delivery of the Common Stock will be made in New
York City on or about , 1994.

------------------------

PAINEWEBBER INTERNATIONAL MCDONALD & COMPANY

SECURITIES, INC.

------------------------

THE DATE OF THIS PROSPECTUS IS , 1994
<PAGE> 61

[ALTERNATE PAGE]

THE INTERNATIONAL SHARES MAY NOT BE OFFERED OR SOLD, DIRECTLY OR
INDIRECTLY, IN THE UNITED STATES OR CANADA OR TO ANY PERSON WHO IS A U.S. OR
CANADIAN PERSON, AS PART OF THE DISTRIBUTION OF THE INTERNATIONAL SHARES. ALL
APPLICABLE PROVISIONS OF THE FINANCIAL SERVICES ACT OF 1986 AND THE COMPANIES
ACT 1985 WITH RESPECT TO ANYTHING DONE BY ANY PERSON IN RELATION TO THE COMMON
STOCK, IN, FROM OR OTHERWISE INVOLVING THE UNITED KINGDOM MUST BE COMPLIED WITH.
FOR A DESCRIPTION OF THESE AND OTHER RESTRICTIONS ON THE OFFERING AND SALE OF
THE SHARES, SEE "UNDERWRITING."

------------------------------

AVAILABLE INFORMATION

2
<PAGE> 62

[ALTERNATE PAGE]

UNDERWRITING

The International Underwriters named below, acting through PaineWebber
International (U.K.) Ltd. and McDonald & Company Securities, Inc., as Managers
(the "Managers"), have severally agreed, subject to the terms and conditions set
forth in the International Underwriting Agreement (the "International
Underwriting Agreement") among the Selling Shareholders, the Company and the
International Underwriters, to purchase from the Selling Shareholders, and the
Selling Shareholders have agreed to sell to the International Underwriters, the
number of shares of Common Stock set forth opposite their respective names
below:

<TABLE>
<CAPTION>
NUMBER OF
SHARES OF
UNDERWRITER COMMON STOCK
---------------------------------------------------------------- ------------
<S> <C>
PaineWebber International (U.K.) Ltd............................
McDonald & Company Securities, Inc..............................
------------
Total........................................................... 1,656,600
------------
------------
</TABLE>

In addition, the U.S. Underwriters, acting through PaineWebber
Incorporated, McDonald & Company Securities, Inc. and Roney & Co. (the
"Representatives"), have severally agreed, subject to the terms and conditions
set forth in the U.S. Underwriting Agreement (the "U.S. Underwriting Agreement")
among the Selling Shareholders, the Company and the U.S. Underwriters, to
purchase 6,626,440 shares of Common Stock and to offer and sell such shares
within the United States concurrently with the offering and sale of shares of
Common Stock by the International Underwriters. The International Underwriting
Agreement provides that the obligations of the International Underwriters to
purchase the shares of Common Stock listed above are subject to certain
conditions. The International Underwriting Agreement also provides that the
International Underwriters are committed to purchase all of the shares of Common
Stock offered hereby, if any are purchased (without consideration of any shares
that may be purchased through the Underwriters' over-allotment option). In
general, the closing with respect to the sale of the shares of Common Stock
pursuant to the International Underwriting Agreement is a condition to the
closing with respect to the sale of the shares of Common Stock pursuant to the
U.S. Underwriting Agreement and vice versa. The public offering price per share
and the total underwriting discounts and commissions per share are identical
under the U.S. Underwriting Agreement and the International Underwriting
Agreement.

The Company and the Selling Shareholders have been advised by the Managers
that the International Underwriters propose to offer the shares of Common Stock
to the public at the offering price set forth on the cover page of this
Prospectus and to certain securities dealers at such price less a concession not
in excess of $ per share and that the International Underwriters and such
dealers may reallow a concession not in excess of $ per share to other
dealers, including the International Underwriters. After the shares of Common
Stock are released for sale to the public, the public offering price and the
concession and discount to dealers may be changed by the Managers.

Each International Underwriter has agreed that, as part of the distribution
of the shares of Common Stock, (a) it is not purchasing any shares of Common
Stock for the account of any United States Person or Canadian Person and (b) it
has not offered or sold, and will not offer or sell, directly or indirectly, any
shares of Common Stock or distribute this Prospectus to any person within the
United States or Canada or to any United States Person or Canadian Person. Each
U.S. Underwriter has agreed that, as part of the distribution of shares of
Common Stock, (a) it is not purchasing any shares of Common Stock for the
account of anyone other than a United States Person and (b) it has not offered
or sold, and will not offer or sell, directly or indirectly, any shares of
Common Stock or distribute this Prospectus to any person outside the United
States or to anyone other than a United States Person. The foregoing limitations
do not apply to stabilization

35
<PAGE> 63

[ALTERNATE PAGE]
transactions or to certain other transactions specified in the Agreement Between
described below. As used herein, "United States Person" means any individual who
is resident in the United States, or any corporation, pension, profit-sharing or
other trust or other entity organized under or governed by the laws of the
United States or any political subdivision thereof (other than a foreign branch
of any United States Person), and includes any United States branch of a
non-United States Person. "Canadian Person" means any individual who is resident
in Canada, or any corporation, person, profit-sharing or other trust or other
entity organized under or governed by the laws of Canada or any political
subdivision thereof (other than a foreign branch of any Canadian Person), and
includes any Canadian branch of a non-Canadian Person.

The International Underwriters and the U.S. Underwriters have entered into
an Agreement Between U.S. and International Underwriters (the "Agreement
Between") that provides for the coordination of their activities. Pursuant to
the Agreement Between, sales may be made between the U.S. Underwriters and the
International Underwriters of such number of shares of Common Stock as may be
mutually agreed upon. The per share price of any shares so sold shall be the
public offering price, less an amount not greater than the per share amount of
the concession to dealers set forth above. To the extent there are sales between
the U.S. Underwriters and the International Underwriters, the number of shares
of Common Stock initially available for sale by the U.S. Underwriters or by the
International Underwriters may be more or less than the amount appearing on the
cover page of this Prospectus.

Pursuant to an Agreement Among International Underwriters, each of the
International Underwriters has represented to and agreed with the Managers (a)
not to offer or sell Common Stock in the United Kingdom by means of any
document, except to persons whose ordinary business it is to buy or sell shares
or debentures, whether as principal or agent (except in circumstances which do
not constitute an offer to the public within the meaning of The Companies Act
1985), and unless such International Underwriter is a person permitted to do so
under the securities laws of the United Kingdom, it will not distribute this
Prospectus or any other offering material in respect to any proposed offer or
sale of shares of Common Stock in or from the United Kingdom other than to
persons whose business involves the acquisition and disposal, or the holding, of
securities, whether as principal or agent and (b) to comply with all applicable
provisions of the Financial Services Act 1986 in connection with anything done
by them in relation to the sale of Common Stock in, from, or otherwise involving
the United Kingdom.

The Company has granted to the U.S. Underwriters an option, expiring at the
close of business on the 30th day subsequent to the date of this Prospectus, to
purchase up to an aggregate of 1,240,000 additional shares of Common Stock at
the public offering price set forth on the cover page of this Prospectus, less
underwriting discounts and commissions. The U.S. Underwriters may exercise such
option only to cover over-allotments, if any, incurred in the sale of the
shares. To the extent that the option is exercised, each of the U.S.
Underwriters will be obligated, subject to certain conditions, to purchase
approximately the same percentage of such additional shares as the percentage it
is required to purchase of the total number of shares of Common Stock it was
obligated to purchase under the U.S. Underwriting Agreement.

36
<PAGE> 64

[ALTERNATE PAGE]

CERTAIN UNITED STATES TAX CONSEQUENCES
TO NON-UNITED STATES HOLDERS

The following is a general discussion of certain United States Federal tax
consequences of the acquisition and ownership of Common Stock by a person that,
for United States Federal income tax purposes, is a nonresident alien
individual, a foreign corporation, a foreign estate or trust or a foreign
partnership as such terms are defined in the Code (collectively referred to
hereafter as a "non-U.S. holder"). The discussion does not consider the
particular facts and circumstances that may be relevant to a particular non-U.S.
holder's situation.

Each non-U.S. holder is urged to consult his own tax adviser with respect
to the United States Federal tax consequences of holding and disposing of Common
Stock, as well as any tax consequences arising under the laws of any state,
municipality or other taxing jurisdiction.

UNITED STATES FEDERAL TAXES

Dividends paid to a non-U.S. holder of Common Stock that are not
effectively connected with the conduct by the non-U.S. holder of a trade or
business within the United States will be subject to United States withholding
tax at a rate of 30% of the amount of the dividend, unless the rate is reduced
by any applicable income tax treaty. In order to claim the benefit of an
applicable tax treaty rate, a non-U.S. holder may have to file with the Company
or its dividend paying agent an exemption or reduced treaty rate certificate or
letter in accordance with the terms of such treaty. Dividends paid to a non-U.S.
holder of Common Stock that are effectively connected with the conduct by the
holder of a trade or business in the United States (after reduction by certain
deductions) are generally taxed at regular United States income tax rates and,
in the case of foreign corporations, may also be subject to additional United
States branch profits tax of 30% (or lower applicable treaty rate). A non-U.S.
holder may claim the exemption from withholding by filing Form 4224 (Exemption
From Withholding of Tax on Income Effectively Connected with the Conduct of
Trade or Business in the United States) with the Company or its dividend paying
agent. The Company does not anticipate paying cash dividends in the foreseeable
future. See "Price Range of Common Stock and Dividend Policy."

A non-U.S. holder generally will not be subject to United States Federal
income tax with respect to gain recognized on a disposition of Common Stock
unless (i) the gain is effectively connected with a trade or business of the
non-U.S. holder in the United States, (ii) in the case of a non-U.S. holder who
is an individual, such holder is present in the United States for 183 or more
days in the taxable year in which such disposition of Common Stock takes place
and (a) such holder has a tax home in the United States or (b) such gain is
attributable to a United States office or other fixed place of business of the
non-U.S. holder, (iii) the Company is or has been a U.S. real property holding
company for U.S. Federal income tax purposes at any time during the 5 year
period ending on the date of the disposition, or (iv) the non-U.S. holder is
subject to tax pursuant to certain provisions of the Code applicable to
expatriates.

The Company would qualify as a U.S. real property holding company if the
fair market value of its U.S. real property interests equals 50 percent or more
of the aggregate fair market value of the Company's real property interests and
any other assets of the Company used or held for use in a trade or business.
Generally, if the Company constitutes a U.S. real property holding company, gain
realized from the disposition of Common Stock by a non-U.S. holder to a U.S.
purchaser would be subject to a withholding tax equal to 10 percent of the
amount realized on the sale. However, gain realized by a non-U.S. holder will
not be subject to withholding so long as (i) during the calendar year in which
the disposition occurs the Common Stock of the Company is regularly traded on an
established securities market and (ii) the non-U.S. holder owns or owned
actually or constructively 5 percent or less of the total fair market value of
the Company's Common Stock at all times during the 5 year period ending on the
date of disposition.

Legislation previously introduced but not enacted would have imposed a U.S.
Federal income tax on gains from the sale of stock by foreign "10-percent
shareholders" of domestic corporations. It is possible that

37
<PAGE> 65

[ALTERNATE PAGE]
legislation imposing a tax on gains from the sale of stock by non-U.S. holders
will be introduced and enacted in the future.

If an individual non-U.S. holder owns, or is treated as owning, Common
Stock at the time of his death, such stock would be subject to United States
Federal estate tax imposed on the estate of nonresident aliens, in the absence
of a contrary provision contained in any applicable estate tax treaty.

INFORMATION REPORTING AND BACKUP WITHHOLDING TAX

Dividends paid to non-U.S. holders outside of the United States that are
subject to the 30% or reduced treaty rate of withholding tax previously
discussed will generally be exempt from United States backup withholding tax and
information reporting requirements, other than reporting of dividend payments
for purposes of the withholding tax. The payor of the dividends may generally
rely on a payee's address outside the United States in determining that the
regular withholding tax applies and consequently that the backup withholding
provisions do not apply. Otherwise backup withholding of United States Federal
income tax at a rate of 31% and information reporting requirements may apply to
dividends paid with respect to the Common Stock to holders that are not "exempt
recipients" and that fail to provide certain information regarding the holder's
foreign status in the manner required by the Code and applicable U.S. Treasury
Department regulations.

Pending the issuance of further regulations by the U.S. Treasury
Department, non-U.S. holders will not be subject to backup withholding with
respect to payments of the proceeds of a sale of Common Stock outside the United
States through a foreign office of a broker absent actual knowledge that the
payee is a United States person. The sale, however, is subject to information
reporting to the United States Internal Revenue Service if (i) the transaction
is effected through a foreign office of a broker that is a U.S. person, a
controlled foreign corporation within the meaning of Section 957(a) of the Code,
or a broker 50% or more of whose gross income from all sources for the
three-year period ending with the close of its taxable year preceding the
payment (or for such part of the period that the foreign broker had been in
existence) was effectively connected with the conduct of a trade or business
within the United States, and (ii) the non-U.S. holder fails to supply
documentary evidence of foreign status or otherwise establish an exemption.
Payments to a non-U.S. holder by a U.S. broker or a United States office of a
foreign broker in the United States of the proceeds of a sale of Common Stock
are subject to both information reporting and possible backup withholding unless
the holder certifies its non-U.S. status in accordance with applicable
certification procedures or otherwise establishes an exemption.

Any amounts withheld from a payment to a non-U.S. holder under the backup
withholding provisions would be refunded (or credited against that non-U.S.
holder's United States Federal income tax liability, if any), provided that the
required information is furnished to the Internal Revenue Service.

Any information reported to the Internal Revenue Service may also be made
available to the tax authorities of the country in which the non-U.S. holder
resides.

LEGAL MATTERS

EXPERTS

38
<PAGE> 66

[ALTERNATE PAGE]

the Registration Statement have been included herein and in the Registration
Statement in reliance upon the report of KPMG Peat Marwick, independent
auditors, appearing elsewhere herein, and upon the authority of said firm as
experts in accounting and auditing.

39
<PAGE> 67

[ALTERNATE PAGE]

---------------------------------------------------------
---------------------------------------------------------

------------------------

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information................... 2
Prospectus Summary...................... 3
Investment Considerations............... 6
The Company............................. 7
Use of Proceeds......................... 8
Price Range of Common Stock and Dividend
Policy................................ 8
Capitalization.......................... 9
Selected Consolidated Financial Data.... 10
Management's Discussion and Analysis of
Financial Condition and Results of
Operations............................ 12
Business................................ 15
Management.............................. 24
Certain Transactions.................... 27
Principal and Selling Shareholders...... 28
Description of Capital Stock............ 30
Underwriting............................ 35
Certain United States Tax Consequences
to Non-United States Holders.......... 37
Legal Matters........................... 38
Experts................................. 38
Index to Consolidated Financial
Statements............................ F-1
</TABLE>

---------------------------------------------------------
---------------------------------------------------------

---------------------------------------------------------
---------------------------------------------------------
8,283,040 SHARES
[LOGO]

LARIZZA INDUSTRIES, INC.

COMMON STOCK
------------------------
PROSPECTUS
------------------------

PAINEWEBBER INTERNATIONAL

MCDONALD & COMPANY
SECURITIES, INC.

------------------------

, 1994

---------------------------------------------------------
---------------------------------------------------------
<PAGE> 68

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth those expenses to be incurred in connection
with the issuance and distribution of the securities being registered (other
than underwriting discounts and commissions):

<TABLE>
<S> <C>
Securities and Exchange Commission Registration Fee.......... $24,218.08
NASD Filing Fee.............................................. 7,523.24
American Stock Exchange Listing Fee..........................
Printing Fees................................................
Accounting Fees and Expenses.................................
Legal Fees and Expenses......................................
Blue Sky Fees and Expenses (including fees to counsel).......
Fees of Transfer Agent and Registrar.........................
Miscellaneous Expenses (including roadshow, financial
consulting and miscellaneous costs)........................
----------
Total Fees and Expenses............................... $
----------
----------
</TABLE>

All of these expenses, except the Securities and Exchange Commission
Registration Fee and the N.A.S.D. Filing Fee, represent estimates only. The
Selling Shareholders will pay all of such expenses, unless such expenses, less
the fees and expenses of the Selling Shareholders' legal, accounting and
financial advisors, exceed $475,000, in which case, the Company and the Selling
Shareholders will each pay 50% of the excess.

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Larizza Industries, Inc.'s (the "Company's") Articles of Incorporation
provide that the Company shall indemnify and hold harmless any person who was or
is a party or is threatened to be made a party, to any threatened, pending, or
completed action, suit, or preceding by reason of the fact that he is or was a
director or officer of the Company, or is or was serving at the request of the
Company as a director, trustee or officer of another entity, to the full extent
permitted or required by Ohio law as it then existed or as it may be amended
(but, if amended, only to the extent the amendment broadens such indemnification
rights).

The Ohio General Corporation Law ("OGCL") provides that Ohio corporations
may indemnify or agree to indemnify any person who was or is a party or is
threatened to be made a party, to any threatened, pending, or completed action,
suit, or preceding by reason of the fact that he is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the
corporation as a director, trustee, officer, employee or agent of another
entity, against expenses actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
corporation, and with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.

II-1
<PAGE> 69

concerning the proceeding. Otherwise, expenses may be advanced by the
corporation as they are incurred as authorized by the directors in specific
cases upon the receipt of an undertaking to repay such amount if it ultimately
is determined that the director is not entitled to be indemnified by the
corporation.

The indemnification provided by the OGCL and Larizza's Articles of
Incorporation is not exclusive of any other rights to which a director or
officer may be entitled.

Reference is also made to Section 7 of the Underwriting Agreement (a form
of which is attached to this Registration Statement as Exhibit 1.1) with respect
to undertakings to indemnify the Registrant, its directors and officers, the
Selling Shareholders and each person who controls the Registrant or any of the
Selling Shareholders within the meaning of the Securities Act of 1933, as
amended (the "Act"), against certain civil liabilities, including certain
liabilities under the Act.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

On March 11, 1994 and pursuant to an Amended and Restated Credit Agreement,
dated as of January 18, 1989 and amended and restated as of December 23, 1991,
the Company issued 8,283,040 shares of Common Stock, no par value, to
Internationale Nederlanden (U.S.) Capital Corporation and Oppenheimer & Co.,
Inc. in connection with the conversion of $47,000,000 of principal and
$9,254,000 of accrued interest under term loans into such shares. Such shares
were not registered, but were issued in reliance upon the exemption from
registration contained in Section 4(2) or Section 4(6) of the Securities Act of
1933, as amended. The shares issued are the shares being registered for resale
pursuant to this Registration Statement.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Exhibits:

See Exhibit Index immediately preceding exhibits.

(b) Financial Statement Schedules:

See Index to Financial Statement Schedules on page S-1.

ITEM 17. UNDERTAKINGS

(a) 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.

(b) The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.

II-2
<PAGE> 70

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Amendment No. 1 to registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of Troy,
State of Michigan, on March 17, 1994.

LARIZZA INDUSTRIES, INC.

By: /s/ TERENCE C. SEIKEL
Terence C. Seikel
Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to registration statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------- --------------------------------- ----------------
<S> <C> <C>

* President and Director March 17, 1994
Ronald T. Larizza (Principal Executive Officer)

* Chairman of the Board of March 17, 1994
Edward L. Sawyer, Jr. Directors

* Chief Operating Officer and March 17, 1994
Edward W. Wells Director

/S/ TERENCE C. SEIKEL Chief Financial Officer March 17, 1994
Terence C. Seikel (Principal Financial Officer)

* Controller March 17, 1994
Mary Jane Vicary

* Director March 17, 1994
Charles Fazio

* Director March 17, 1994
Frank E. Blazey, Jr.

* Director March 17, 1994
Arthur L. Wiseley

*By /s/ TERENCE C. SEIKEL March 17, 1994
Terence C. Seikel,
Attorney-in-Fact
</TABLE>

II-3
<PAGE> 71

INDEX TO FINANCIAL STATEMENT SCHEDULES

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Independent Auditors' Report (included as Exhibit 23.1)............................... N/A
Schedule II -- Accounts Receivable from Related Parties............................... S-2
Schedule V -- Property, Plant, and Equipment.......................................... S-3
Schedule VI -- Accumulated Depreciation and Amortization of Property, Plant, and
Equipment........................................................................... S-4
Schedule IX -- Short-term Borrowings.................................................. S-5
Schedule X -- Supplementary Income Statement Information.............................. S-6
</TABLE>

All other schedules are omitted because the required information is not
present or is not present in amounts sufficient to require submission of the
schedules, or because the information required is included in the consolidated
financial statements and notes thereto.

S-1
<PAGE> 72

SCHEDULE II

LARIZZA INDUSTRIES, INC., AND SUBSIDIARIES

ACCOUNTS RECEIVABLE FROM RELATED PARTIES
YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
(IN THOUSANDS)

<TABLE>
<CAPTION>
DEDUCTIONS BALANCE AT END
BALANCE AT ----------------------- OF PERIOD
BEGINNING OF AMOUNTS AMOUNTS --------------------
NAME OF DEBTOR PERIOD ADDITIONS COLLECTED WRITTEN OFF CURRENT NONCURRENT
- ------------------------------------------- ------------- --------- --------- ----------- ------- ----------
<S> <C> <C> <C> <C> <C> <C>
Year ended December 31, 1993:
Ronald T. Larizza........................ $ 1,362 $ 107 -- $ -- $ -- $1,469(A)
Edward L. Sawyer, Jr..................... 619 48 -- -- -- 667(A)
------------- --------- ---- ----------- ------- ----------
$ 1,981 $ 155 -- $ -- $ -- $2,136
------------- --------- ---- ----------- ------- ----------
------------- --------- ---- ----------- ------- ----------
Year ended December 31, 1992:
Ronald T. Larizza........................ $ 1,195 $ 167 -- $ -- $ 137 $1,225
Edward L. Sawyer, Jr..................... 540 79 -- -- 63 556
------------- --------- ---- ----------- ------- ----------
$ 1,735 $ 246 -- $ -- $ 200 $1,781
------------- --------- ---- ----------- ------- ----------
------------- --------- ---- ----------- ------- ----------
Year ended December 31, 1991:
Ronald T. Larizza........................ $ 379 $ 816(B) -- $ -- $ -- $1,195
Edward L. Sawyer, Jr..................... 162 378(B) -- -- -- 540
Ronald T. Larizza and
Edward L. Sawyer, Jr................... 911 (911)(B) -- -- -- --
SML, Inc................................. 348 -- -- (348)(C) -- --
------------- --------- ---- ----------- ------- ----------
$ 1,800 $ 283 -- $(348) $ -- $1,735
------------- --------- ---- ----------- ------- ----------
------------- --------- ---- ----------- ------- ----------
</TABLE>

- ---------------
(A) Amounts represent notes receivable from Ronald T. Larizza and Edward L.
Sawyer, Jr. bearing interest at 5.97%. Notes receivable due from principal
shareholders were restated during 1993, deferring principal and interest
until 1996. Interest was accrued and added to the principal balance of the
notes as of December 31, 1993. Principal and interest is payable in equal
annual installments of $209 on December 31 each year from 1996 through 2005,
with the then remaining balance due December 31, 2006.

(B) Notes receivable due from principal shareholders were restated during 1991,
deferring principal and interest payments until 1993. Notes receivable due
jointly from the principal shareholders were replaced with notes receivable
due from each principal shareholder individually.

See accompanying auditors' report.

S-2
<PAGE> 73

SCHEDULE V

LARIZZA INDUSTRIES, INC., AND SUBSIDIARIES

PROPERTY, PLANT AND EQUIPMENT
YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
(IN THOUSANDS)

<TABLE>
<CAPTION>
BALANCE AT BALANCE AT
BEGINNING ADDITIONS END OF
OF PERIOD AT COST RETIREMENTS RECLASSIFICATIONS OTHER PERIOD
----------- --------- ----------- ----------------- ------- ----------
<S> <C> <C> <C> <C> <C> <C>
Year ended December 31, 1993:
Land............................. $ 337 $ -- $ -- $ -- $ (5)(A) $ 332
Buildings........................ 9,564 310 -- -- (150)(A) 9,724
Machinery and equipment.......... 33,010 2,371 (686) 87 (820)(A) 33,962
Furniture and fixtures........... 1,774 100 -- -- (36)(A) 1,838
Transportation equipment......... 722 20 -- -- (1)(A) 741
Leasehold improvements........... 147 -- -- -- (5)(A) 142
Construction in progress......... 132 198 -- (87) (4)(A) 239
----------- --------- ----------- -------- ------- ----------
$45,686 $ 2,999 $ (686) $ -- $(1,021) $ 46,978
----------- --------- ----------- -------- ------- ----------
----------- --------- ----------- -------- ------- ----------
Year ended December 31, 1992:
Land............................. $ 354 $ -- $ -- $ -- $ (17)(A) $ 337
Buildings........................ 9,229 256 -- 560 (359)(A) 9,564
(122)(B)
Machinery and equipment.......... 30,010 4,118(D) $ (177) 944 (1,885)(A) 33,010
Furniture and fixtures........... 1,860 74 (39) (33) (88)(A) 1,774
Transportation equipment......... 771 -- (39) (6) (4)(A) 722
Leasehold improvements........... 200 5 -- (44) (14)(A) 147
Construction in progress......... 1,526 136 -- (1,421) (109)(A) 132
----------- --------- ----------- -------- ------- ----------
$43,950 $ 4,589 $ (255) $ -- $(2,598) $ 45,686
----------- --------- ----------- -------- ------- ----------
----------- --------- ----------- -------- ------- ----------
Year ended December 31, 1991:
Land............................. $ 436 $ 39 $ (123) $ -- $ 2(A) $ 354
Buildings........................ 11,043 199 (1,893) (37) (83)(A) 9,229
Machinery and equipment.......... 28,739 1,833 (2,368) 2,147 (72)(A) 30,010
(269)(B)
Furniture and fixtures........... 1,711 140 (20) 37 (4)(A) 1,860
(4)(C)
Transportation equipment......... 890 25 (145) 1 -- 771
Leasehold improvements........... 182 17 -- 1 -- 200
Construction in progress......... 1,297 2,383 -- (2,149) (5)(A) 1,526
----------- --------- ----------- -------- ------- ----------
$44,298 $ 4,636 $(4,549) $ -- $ (435) $ 43,950
----------- --------- ----------- -------- ------- ----------
----------- --------- ----------- -------- ------- ----------
</TABLE>

- ---------------
Property, plant and equipment are stated at cost. Depreciation is
calculated on a straight-line method over the estimated useful lives of the
assets.

(A) Foreign currency exchange adjustments to restate property, plant and
equipment at the year-end exchange rates.

(B) Adjustment to carrying value of assets to reflect estimated net realizable
value due to reduction in value of a building held for sale in 1992 and the
closure of one of the two facilities in Williamston, Michigan, in 1991.

(D) Machinery and equipment additions in 1992 include assets acquired under
capital leases of $1,426,000.

See accompanying auditors' report.

S-3
<PAGE> 74

SCHEDULE VI

LARIZZA INDUSTRIES, INC., AND SUBSIDIARIES

ACCUMULATED DEPRECIATION AND AMORTIZATION OF PROPERTY, PLANT AND EQUIPMENT
YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
(IN THOUSANDS)

<TABLE>
<CAPTION>
ADDITIONS
BALANCE AT CHARGED TO BALANCE AT
BEGINNING COSTS AND END OF
OF PERIOD EXPENSES RETIREMENTS RECLASSIFICATIONS OTHER(A) PERIOD
---------- ---------- ----------- ----------------- -------- ----------
<S> <C> <C> <C> <C> <C> <C>
Year ended December 31, 1993:
Buildings.......................... $ 2,553 $ 404 $ -- $ -- $ (37) $ 2,920
Machinery and equipment............ 12,960 3,428 (318) -- (365) 15,705
Furniture and fixtures............. 1,295 189 -- -- (29) 1,455
Transportation equipment........... 692 15 -- -- (1) 706
Leasehold improvements............. 61 17 -- -- (2) 76
---------- ---------- ----------- ----- -------- ----------
$ 17,561 $4,053 $ (318) $ -- $ (434) $ 20,862
---------- ---------- ----------- ----- -------- ----------
---------- ---------- ----------- ----- -------- ----------
Year ended December 31, 1992:
Buildings.......................... $ 2,204 $ 415 $ -- $ 8 $ (74) $ 2,553
Machinery and equipment............ 10,405 3,369 (107) 11 (718) 12,960
Furniture and fixtures............. 1,120 285 (29) (16) (65) 1,295
Transportation equipment........... 702 18 (22) (3) (3) 692
Leasehold improvements............. 47 17 -- -- (3) 61
---------- ---------- ----------- ----- -------- ----------
$ 14,478 $4,104 $ (158) $ -- $ (863) $ 17,561
---------- ---------- ----------- ----- -------- ----------
---------- ---------- ----------- ----- -------- ----------
Year ended December 31, 1991:
Buildings.......................... $ 1,771 $ 530 $ (123)$ $ 23 $ 3 $ 2,204
Machinery and equipment............ 8,834 3,349 (1,772) 57 (63) 10,405
Furniture and fixtures............. 901 310 (11) (80) -- 1,120
Transportation equipment........... 751 37 (86) -- -- 702
Leasehold improvements............. 28 19 -- -- -- 47
---------- ---------- ----------- ----- -------- ----------
$ 12,285 $4,245 $(1,992) $ -- $ (60) $ 14,478
---------- ---------- ----------- ----- -------- ----------
---------- ---------- ----------- ----- -------- ----------
</TABLE>

- ---------------
(A) Foreign currency exchange adjustments to restate accumulated depreciation at
the year-end exchange rates.

See accompanying auditors' report.

S-4
<PAGE> 75

SCHEDULE IX

LARIZZA INDUSTRIES, INC., AND SUBSIDIARIES

SHORT-TERM BORROWINGS
YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
(IN THOUSANDS)

<TABLE>
<CAPTION>
AVERAGE AMOUNT WEIGHTED AVERAGE
MAXIMUM OUTSTANDING INTEREST RATE
BALANCE AT WEIGHTED AVERAGE AMOUNT OUTSTANDING DURING THE DURING THE
END OF PERIOD INTEREST RATE DURING THE PERIOD PERIOD(A) PERIOD(B)
------------- ---------------- ------------------ -------------- ----------------
<S> <C> <C> <C> <C> <C>
Year ended December
31, 1993:
Amounts payable to
banks.......... $ -- -- -- $ -- --
------------- --------------
------------- --------------
Year ended December
31, 1992:
Amounts payable to
banks.......... $ -- -- -- $ -- --
------------- --------------
------------- --------------
Year ended December
31, 1991:
Amounts payable to
banks.......... $ -- -- $ 94,545 $ 86,656 9.6%
------------- --------------
------------- --------------
</TABLE>

- ---------------
(A) Average amount outstanding was computed by dividing the sum of the month-end
outstanding principal balances by 12.

(B) Weighted average interest rates were computed on month-end rates and
month-end amounts outstanding.

See accompanying auditors' report.

S-5
<PAGE> 76

SCHEDULE X

LARIZZA INDUSTRIES, INC., AND SUBSIDIARIES

SUPPLEMENTARY INCOME STATEMENT INFORMATION
YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991
(IN THOUSANDS)

<TABLE>
<CAPTION>
CHARGED TO COSTS AND EXPENSES
OF CONTINUING OPERATIONS
---------------------------------
1993 1992 1991
------- ------- -------
<S> <C> <C> <C>
Maintenance and repairs.................................... $ 1,879 $2,056 $1,699
</TABLE>

Note: Royalties, advertising costs, depreciation, amortization of intangibles
and taxes other than payroll and income taxes have been excluded from the
above table because each of those expenses amounted to less than 1% of
total revenues in the years presented or the required information is
presented in the consolidated financial statements or notes thereto.

See accompanying auditors' report.

S-6
<PAGE> 77
<TABLE>
<CAPTION>
APPENDIX A
Page 18 DESCRIPTION OF PHOTOGRAPHS
- ------- ----------------------------------------------------------------
<S> <C>
1 -- Diagram of examples of components which the company manufactures

Inside
Front
Cover
- ------- ----------------------------------------------------------------
<S> <C>
1 -- Concept Vehicle
2 -- Instrument Panel Clusters
3 -- Console/Instrument Panel Components
4 -- Door Panels
5 -- Cup Holders
6 -- Garnish Molding/Padded Products
7 -- Garnish Molding (Van)
8 -- Air Outlets

Inside
Back
Cover
- ------- ----------------------------------------------------------------
<S> <C>
1 -- Vacuum Former used to manufacture Door Trim Panels
2 -- Coordinate Measuring Machine
3 -- Engineer and Design Lab
4 -- Computer Aided Design Station
5 -- Blow Molding Operations
6 -- Manufacturing Facility
7 -- Injection Molding Machine

</TABLE>

<PAGE> 78

EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION PAGE
- ------------ ----------------------------------------------------------------------- ----
<S> <C> <C>
1.1 Form of U.S. Underwriting Agreement.................................... --
1.2 Form of International Underwriting Agreement........................... --
3(i) Amended Articles of Incorporation(6)................................... N/A
3(ii) Amended Code of Regulations(1)......................................... N/A
4.1 Specimen of Common Stock(1)............................................ N/A
4.2 Loan Agreements, see Exhibits 10.10(b)(18) through 10.10(b)(32),
10.11(a)(1) through 10.11(a)(5), 10.12(a)(1) through 10.12(a)(2),
10.13(a)(1) through 10.13(a)(5)........................................ N/A
5.1* Opinion of Honigman Miller Schwartz and Cohn concerning the legality of
the securities being registered........................................ --
9.1 Voting Trust Agreement among Larizza Industries, Inc., Ronald T.
Larizza, and Edward L. Sawyer, Jr., dated as of December 20, 1991(5)... N/A
9.1(a)** Amendment to Voting Trust Agreement among Larizza Industries, Inc.,
Ronald T. Larizza and Edward L. Sawyer, Jr., dated as of March 11,
1994................................................................... --
10.1(a)(1) Promissory Note dated as of December 31, 1993, in the amount of
$1,468,827 from Ronald T. Larizza to Larizza Industries, Inc., which
replaces the note, dated December 31, 1991(10)......................... N/A
10.1(a)(2) Promissory Note dated as of December 31, 1993, in the amount of
$667,250 from Edward L. Sawyer, Jr. to Larizza Industries, Inc., which
replaces the note, dated December 31, 1991(10)......................... N/A
10.3(c)(4) Lease between Mortall Realty Company and Dynamic Industries of Michigan
Incorporated, dated March 1, 1983(2)................................... N/A
10.4(a) Lease between ALBA, Inc. and Manchester Plastics, Inc., dated April 1,
1990(4)................................................................ N/A
10.6 Lease between Ronita Properties Limited, Larizza Industries, Inc. and
Manchester Plastics, Ltd., dated as of March 23, 1993(9)............... N/A
10.6(a) Lease Amending Agreement between Ronita Properties Limited, Larizza
Industries, Inc. and Manchester Plastics, Ltd., dated as of June 25,
1993 (10).............................................................. N/A
10.6(b) Lease Amending Agreement between Ronita Properties Limited, Larizza
Industries, Inc. and Manchester Plastics, Ltd., dated as of February
17, 1994(10)........................................................... N/A
10.7(c) Lease dated December 29, 1986, between Sochacki Realty Partners and
General Nuclear Corporation(1)......................................... N/A
10.8(a) Marketing, Selling, Administrative and Management Services Agreement
between Larizza Industries, Inc. and Manchester Plastics, Ltd., dated
as of December 20, 1991(5)............................................. N/A
10.9(a)(1) Reverse Split-Dollar Agreement between Larizza Industries, Inc. and
Edward Wells, dated as of April 22, 1993(8)............................ N/A
10.9(a)(2) Reverse Split-Dollar Agreement between Larizza Industries, Inc. and
Terence C. Seikel, dated as of April 22, 1993(8)....................... N/A
10.9(a)(3) Agreement between Larizza Industries, Inc. and Steven J. Lebowski,
trustee of the Larizza Family Irrevocable Trust, dated as of April 22,
1993(8)................................................................ N/A
10.9(a)(4) Collateral Assignment made by Steven J. Lebowski, trustee of the
Larizza Family Irrevocable Trust to Larizza Industries, Inc., dated as
of April 22, 1993(8)................................................... N/A
</TABLE>

<PAGE> 79

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION PAGE
- ------------ ----------------------------------------------------------------------- ----
<S> <C> <C>
10.9(a)(5) Agreement between Larizza Industries, Inc. and Steven J. Lebowski,
trustee of the Larizza Family Irrevocable Trust, dated as of April 22,
1993(8)................................................................ N/A
10.9(a)(6) Collateral Assignment made by Steven J. Lebowski, trustee of the
Larizza Family Irrevocable Trust to Larizza Industries, Inc., dated as
of April 22, 1993(8)................................................... N/A
10.9(b) Stock Incentive Plan for Key Employees(1).............................. N/A
10.9(c)* Employment Agreement, dated as of March , 1994, between Larizza
Industries, Inc. and Ronald T. Larizza................................. --
10.10(b)(18) Mortgage made by Manchester Plastics, Inc. to Bankers Trust Company
relating to the real estate located in Manchester, Michigan(3)......... N/A
10.10(b)(19) Mortgage made by PMP Incorporated to Bankers Trust Company relating to
real estate located in Williamston, Michigan(3)........................ N/A
10.10(b)(20) Mortgage made by Manchester Plastics, Inc. to Bankers Trust Company
relating to the real estate located in Homer, Michigan(3).............. N/A
10.10(b)(21) Mortgage made by Manchester Plastics, Inc. to Bankers Trust Company
relating to the real estate located in Ann Arbor, Michigan(3).......... N/A
10.10(b)(25) Mortgage made by Manchester Plastics, Ltd. to Bankers Trust Company
relating to the real estate located in Stratford, Ontario, Canada(3)... N/A
10.10(b)(26) Mortgage made by Manchester Plastics, Ltd. to Bankers Trust Company
relating to the real estate located in Gananoque, Ontario, Canada(3)... N/A
10.10(b)(27) First Amendment to Mortgage made by Manchester Plastics, Ltd. to
Bankers Trust Company relating to real estate located in Manchester,
Michigan(5)............................................................ N/A
10.10(b)(28) First Amendment to Mortgage made by Manchester Plastics, Ltd. to
Bankers Trust Company relating to real estate located in Williamston,
Michigan(5)............................................................ N/A
10.10(b)(29) First Amendment to Mortgage made by Manchester Plastics, Ltd. to
Bankers Trust Company relating to real estate located in Homer,
Michigan(5)............................................................ N/A
10.10(b)(30) First Amendment to Mortgage made by Manchester Plastics, Ltd. to
Bankers Trust Company relating to real estate located in Ann Arbor,
Michigan(5)............................................................ N/A
10.10(b)(31) First Amendment to Mortgage made by Manchester Plastics, Ltd. to
Bankers Trust Company relating to real estate located in Stratford,
Ontario, Canada(5)..................................................... N/A
10.10(b)(32) First Amendment to Mortgage made by Manchester Plastics, Ltd. to
Bankers Trust Company relating to real estate located in Gananoque,
Ontario, Canada(5)..................................................... N/A
10.11(a)(1) Amended and Restated Credit Agreement among Larizza Industries, Inc.,
Various Lenders and Bankers Trust Company, as Agent, dated as of
January 18, 1989 and amended and restated as of December 23, 1991
("Larizza Credit Agreement")(5)........................................ N/A
10.11(a)(2) Amended and Restated Term Note in the amount of $29,375,000 from
Larizza Industries, Inc., payable to Internationale Nederlanden (U.S.)
Capital Corporation, dated December 23, 1991(10)....................... N/A
10.11(a)(3)** Amended and Restated Term Note in the amount of $17,625,000 from
Larizza Industries, Inc., payable to Oppenheimer & Co., dated December
23, 1991............................................................... --
10.11(a)(5) Amended and Restated Working Capital Note in the amount of $10,000,000
from Larizza Industries, Inc., payable to Bankers Trust Company, dated
as of December 23, 1991(10)............................................ N/A
10.12(a)(1) Credit Agreement among Manchester Plastics, Ltd., Larizza Industries,
Inc., Various Lenders and Bankers Trust Company, as Agent, dated as of
December 23, 1991 ("Manchester Credit Agreement")(5)................... N/A
</TABLE>

<PAGE> 80

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION PAGE
- ------------ ----------------------------------------------------------------------- ----
<S> <C> <C>
10.12(a)(2)** Note in the amount of $47,500,000 from Manchester Plastics, Ltd.,
payable to Internationale Nederlanden (U.S.) Capital Corporation, dated
December 23,
1991................................................................... --
10.13(a)(1) First Amendment to the Larizza Credit Agreement, dated as of March 19,
1992(7)................................................................ N/A
10.13(a)(2) Second Amendment and Consent to the Larizza Credit Agreement and the
Manchester Credit Agreement, dated as of August 26, 1992(7)............ N/A
10.13(a)(3) Third Amendment and Consent to the Larizza Credit Agreement and the
Manchester Credit Agreement, dated as of July 13, 1993(9).............. N/A
10.13(a)(4) Fourth Amendment to the Larizza Credit Agreement and the Manchester
Credit Agreement, dated as of January 26, 1994(10)..................... N/A
10.13(a)(5) Fifth Amendment to the Larizza Credit Agreement and the Manchester
Credit Agreement, dated as of February 14, 1994(10).................... N/A
10.14 Agreement, dated as of March 4, 1994, among Larizza Industries, Inc.,
Internationale Nederlanden (U.S.) Capital Corporation and Oppenheimer &
Co., Inc., concerning expenses of the offering(10)..................... N/A
21 Subsidiaries of the Registrant(7)...................................... N/A
23.1 Consent of KPMG Peat Marwick........................................... --
23.2* Consent of Honigman Miller Schwartz and Cohn (included in the opinion
filed as Exhibit 5.1 to this registration statement)................... --
24** Powers of Attorney (included after the signature of the registrant
contained on page II-4 of this registration statement)................. --
</TABLE>

- -------------------------

* To be filed by future amendment

** Previously filed.

Key to Footnotes:

(1) Incorporated by reference from the same exhibit number to Amendment No. 1
to the Company's Registration Statement on Form S-1 (file no. 33-15198),
filed with the Securities and Exchange Commission on July 28, 1987.

(2) Incorporated by reference from the same exhibit number to the Company's
Form 10-K Annual Report for the fiscal year ended December 31, 1987.

(3) Incorporated by reference from the same exhibit number to the Company's
Form 10-K Annual Report for the fiscal year ended December 31, 1989.

(4) Incorporated by reference from the same exhibit number to the Company's
Form 10-Q for the quarter ended March 31, 1991.

(5) Incorporated by reference from the same exhibit number to the Company's
Form 10-K Annual Report for the fiscal year ended December 31, 1991.

(6) Incorporated by reference from the same exhibit number to the Company's
Form 10-Q for the quarter ended June 30, 1992.

(7) Incorporated by reference from the same exhibit number to the Company's
Form 10-K Annual Report for the fiscal year ended December 31, 1992.

(8) Incorporated by reference from the same exhibit number to the Company's
Form 10-Q for the quarter ended March 31, 1993.

(9) Incorporated by reference from the same exhibit number to the Company's
Form 10-Q for the quarter ended June 30, 1993.

(10) Incorporated by reference from the same exhibit number to the Company's
Form 10-K Annual Report for the fiscal year ended December 31, 1993.

<PAGE> 1

EXHIBIT 1.1

OGF&R DRAFT

3/16/94

6,626,440 Shares

LARIZZA INDUSTRIES, INC.

Common Stock

UNDERWRITING AGREEMENT

April __, 1994

PAINEWEBBER INCORPORATED
MCDONALD & COMPANY SECURITIES, INC.
RONEY & CO.
As Representatives of the
several Underwriters
c/o PaineWebber Incorporated
1285 Avenue of the Americas
New York, New York 10019

Dear Sirs:

The persons named in Schedule I (the "Selling Shareholders") propose to sell
an aggregate of 6,626,440 shares (the "U.S. Firm Shares") of the Common Stock,
no par value per share (the "Common Stock"), of Larizza Industries, Inc., an
Ohio corporation (the "Company"), which shares are to be sold by the Selling
Shareholders in the respective amounts set forth opposite their respective
names in Schedule I, in each case to you and to the several other U.S.
underwriters named in Schedule II (collectively, the "U.S. Underwriters"), for
whom PaineWebber Incorporated ("PaineWebber"), McDonald & Company Securities,
Inc. and Roney & Co. are acting as representatives (collectively, the
"Representatives"), in connection with the offer and sale of shares of Common
Stock in the United States to "United States Persons" (as hereinafter defined).
The Company has agreed to grant to you and the several other U.S. Underwriters
an option (the "Option") to purchase up to an additional 1,240,000 shares of
Common Stock (the "Option Shares") on the terms and for the purposes set forth
in Section 1(b). The U.S. Firm Shares and the Option Shares are hereinafter
collectively referred to as the "U.S. Shares" and the "International Shares"
(as hereinafter defined) and the U.S. Shares are referred to collectively
herein as the "Shares". It is understood that the Company and the Selling
Shareholders are concurrently entering into an agreement (the "International
Underwriting Agreement") providing for the sale by the Selling Shareholders of
an aggregate of 1,656,608 shares of Common Stock (the "International Shares"),
through arrangements with certain underwriters outside the United States (the
"International Underwriters"), for whom PaineWebber International (U.K.) Ltd.
and McDonald & Company Securities, Inc. are acting as lead managers (the
"Managers"), in connection with the offering and the sale of such shares of
Common Stock outside the United States to persons other than United States
Persons. As used herein, "United States Person" shall mean any individual who
is resident in the United States or any corporation, pension, profit-sharing or
other trust or other entity organized under or governed by the laws of the
United States or of any political subdivision thereof (other than the foreign
branch of any United States Person), and shall include any United States branch
of a person other than

<PAGE> 2
a United States Person; and "United States" shall mean
the United States of America, its territories, possessions and all areas
subject to its jurisdiction.

The U.S. Underwriters have entered into an agreement with the International
Underwriters (the "Agreement Between U.S. Underwriters and International
Underwriters") contemplating the coordination of certain transactions between
the U.S. Underwriters and the International Underwriters and any such
transactions between the U.S. Underwriters and the International Underwriters
shall be governed by the Agreement Between U.S. Underwriters and International
Underwriters and shall not be governed by the terms of this Agreement.

The public offering price per share for the U.S. Shares and the purchase
price per share for the U.S. Shares to be paid by the several U.S.
Underwriters shall be agreed upon by the Company, the Selling Shareholders and
the Representatives, acting on behalf of the several U.S. Underwriters, and
such agreement shall be set forth in a separate written instrument
substantially in the form of Exhibit A hereto (the "U.S. Price Determination
Agreement"). The U.S. Price Determination Agreement may take the form of an
exchange of any standard form of written telecommunication among the Company,
the Selling Shareholders and the Representatives and shall specify such
applicable information as is indicated in Exhibit A hereto. The offering of
the U.S. Shares will be governed by this Agreement, as supplemented by the U.S.
Price Determination Agreement. From and after the date of the execution and
delivery of the U.S. Price Determination Agreement, this Agreement shall be
deemed to incorporate, and, unless the context otherwise indicates, all
references contained herein to "this Agreement" and to the phrase "herein"
shall be deemed to include the U.S. Price Determination Agreement. The public
offering price per share and the purchase price per share for the International
Shares to be paid by the several International Underwriters pursuant to the
International Underwriting Agreement shall be set forth in a separate agreement
(the "International Price Determination Agreement"), the form of which is
attached to the International Underwriting Agreement. From and after the date
of the execution and delivery of the International Price Determination
Agreement, unless the context otherwise indicates, all references contained
herein to the "International Underwriting Agreement" shall be deemed to include
the International Price Determination Agreement. The purchase price per share
for the International Shares to be paid by the several International
Underwriters shall be identical to the purchase price per share for the U.S.
Shares to be paid by the several U.S. Underwriters hereunder.

Each Selling Shareholder has executed and delivered a Custody Agreement and
a Power of Attorney in the form attached hereto as Exhibit B (collectively, the
"Agreement and Power of Attorney") pursuant to which each Selling Shareholder
has placed its U.S. Firm Shares and International Shares in custody and
appointed the persons designated therein as a committee (the "Committee") with
authority to execute and deliver this Agreement and the International
Underwriting Agreement on behalf of such Selling Shareholders and to take
certain other actions with respect hereto and thereto.

The Company and the Selling Shareholders confirm as follows their respective
agreements with the Representatives and the several other U.S. Underwriters.

1. Agreement to Sell and Purchase.

-2-
<PAGE> 3

Section 1(c) or 1(d) and set forth in the U.S. Price Determination Agreement,
the number of U.S. Firm Shares set forth opposite the name of such U.S.
Underwriter in Schedule II, plus such additional number of U.S. Firm Shares
which such U.S. Underwriter may become obligated to purchase pursuant to
Section 9 hereof. If the Company elects to rely on Rule 430A (as hereinafter
defined), Schedule II may be attached to the U.S. Price Determination
Agreement.

(b) Subject to all the terms and conditions of this Agreement, the
Company grants the Option to the several U.S. Underwriters to purchase,
severally and not jointly, up to 1,240,000 Option Shares from the Company at
the same price per share as the U.S. Underwriters shall pay for the U.S. Firm
Shares. The Option may be exercised only to cover over-allotments in the sale
of the U.S. Firm Shares by the U.S. Underwriters and may be exercised in whole
or in part at any time (but not more than once) on or before the 30th day after
the date of this Agreement (or, if the Company has elected to rely on Rule
430A, on or before the 30th day after the date of the U.S. Price Determination
Agreement), upon written or telegraphic notice (the "Option Shares Notice") by
PaineWebber to the Company no later than 12:00 noon, New York City time, at
least two and no more than five business days before the date specified for
closing in the Option Shares Notice (the "Option Closing Date") setting forth
the aggregate number of Option Shares to be purchased and the time and date for
such purchase. On the Option Closing Date, the Company will issue and sell to
the U.S. Underwriters the number of Option Shares set forth in the Option
Shares Notice, and each U.S. Underwriter will purchase such percentage of the
Option Shares as is equal to the percentage of U.S. Firm Shares that such U.S.
Underwriter is purchasing, as adjusted by the Representatives in such manner as
they deem advisable to avoid fractional shares.

(c) If the Company has elected not to rely on Rule 430A, the public
offering price per share for the U.S. Firm Shares and the purchase price per
share for the U.S. Firm Shares to be paid by the several U.S. Underwriters
shall be agreed upon and set forth in the U.S. Price Determination Agreement,
which shall be dated the date hereof, and an amendment to the Registration
Statement (as hereinafter defined) containing such per share price information
shall be filed before the Registration Statement becomes effective.

(d) If the Company has elected to rely on Rule 430A, the public offering
price per share for the U.S. Firm Shares and the purchase price per share for
the U.S. Firm Shares to be paid by the several U.S. Underwriters shall be
agreed upon and set forth in the U.S. Price Determination Agreement. In the
event that the U.S. Price Determination Agreement has not been executed by the
close of business on the fourth business day following the date on which the
Registration Statement becomes effective, this Agreement shall terminate
forthwith, without liability of any party to any other party except that
Section 7 shall remain in effect.

2. Delivery and Payment. Delivery of the U.S. Firm Shares shall be made to
the Representatives for the accounts of the U.S. Underwriters against payment
of the purchase price by certified or official bank checks payable in New York
Clearing House (next-day) funds to the order of the Committee at the office of
PaineWebber Incorporated, 1285 Avenue of the Americas, New York, New York
10019. Such payment shall be made at 10:00 a.m., New York City time, on the
fifth business day following the date of this Agreement or, if the Company has
elected to rely on Rule 430A, the fifth business day after the date on which
the first bona fide offering of the U.S. Firm Shares to the public is made by
the U.S. Underwriters or at such time on such other date, not later than seven
business days after the date of this Agreement, as may be agreed upon by the
Company and the Representatives (such date is hereinafter referred to as the
"Closing Date").

-3-
<PAGE> 4

To the extent the Option is exercised, delivery of the Option Shares against
payment by the U.S. Underwriters (in the manner specified above) will take
place at the offices specified above for the Closing Date at the time and date
(which may be the Closing Date) specified in the Option Shares Notice.

Certificates evidencing the U.S. Shares shall be in definitive form and
shall be registered in such names and in such denominations as the
Representatives shall request at least two business days prior to the Closing
Date or the Option Closing Date, as the case may be, by written notice to the
Company. For the purpose of expediting the checking and packaging of
certificates for the U.S. Shares, the Company agrees to make such certificates
available for inspection at least 24 hours prior to the Closing Date or the
Option Closing Date, as the case may be.

The cost of original issue tax stamps, if any, in connection with the
issuance and delivery of the Option Shares by the Company to the respective
U.S. Underwriters shall be borne by the Company. The cost of tax stamps, if
any, in connection with the sale of the U.S. Firm Shares by the Selling
Shareholders shall be borne by the Selling Shareholders. The Company and the
Selling Shareholders will pay and save each U.S. Underwriter and any subsequent
holder of the Shares harmless from any and all liabilities with respect to or
resulting from any failure or delay in paying Federal and state stamp and other
transfer taxes, if any, which may be payable or determined to be payable in
connection with the sale or original issuance to such U.S. Underwriter of the
U.S. Firm Shares and Option Shares, respectively.

3. Representations and Warranties of the Company. The Company represents,
warrants and covenants to each U.S. Underwriter that:

(a) A registration statement (Registration No. 033-52641) on Form S-1
relating to the Shares, including a preliminary prospectus and such amendments
to such registration statement as may have been required to the date of this
Agreement, has been prepared by the Company under the provisions of
the Securities Act of 1933, as amended (the "Act"), and the rules and
regulations (collectively referred to as the "Rules and Regulations") of the
Securities and Exchange Commission (the "Commission") thereunder, and has been
filed with the Commission. The registration statement contains forms of two
preliminary prospectuses to be used in connection with the offering and sale of
the Shares: a United States preliminary prospectus (the "United States
Preliminary Prospectus") relating to the U.S. Shares and an international
preliminary prospectus (the "International Preliminary Prospectus") relating to
the International Shares. The United States Preliminary Prospectus and the
International Preliminary Prospectus are referred to collectively herein as the
"preliminary prospectus". The International Preliminary Prospectus is
identical to the United States Preliminary Prospectus, except for differences
in the outside front cover page, the back cover page and the text of the
section headed "Underwriting". The term "preliminary prospectus" as used
herein means a preliminary prospectus as contemplated by Rule 430 or Rule 430A
("Rule 430A") of the Rules and Regulations included at any time as part of the
registration statement. Copies of such registration statement and amendments
have been delivered to the Representatives and the Managers, copies of each
related United States Preliminary Prospectus have been delivered to the
Representatives and copies of each related International Preliminary Prospectus
have been delivered to the Managers. If such registration statement has not
become effective, a further amendment to such registration statement, including
a form of final prospectus, necessary to permit such registration statement to
become effective will be filed promptly by the Company with the Commission. If
such registration statement has become effective, a final prospectus containing
information permitted to be omitted at the time of effectiveness by Rule 430A
will be filed by the Company with the Commission in accordance with Rule 424(b)
of the Rules and Regulations promptly after execution and delivery of the U.S.
Price Determination Agreement. The term "Registration Statement" means the
registration statement

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<PAGE> 5
as amended at the time it becomes or became effective (the "Effective Date"),
including financial statements and all exhibits and any information deemed to
be included by Rule 430A. The term "Prospectus" means, collectively, (i) a
prospectus relating to the U.S. Shares (the "United States Prospectus") and
(ii) a prospectus relating to the International Shares (the "International
Prospectus"), in the respective forms they are first filed with the Commission
pursuant to Rule 424(b) of the Rules and Regulations or, if no such filing is
required, the forms of final prospectuses included in the Registration
Statement at the Effective Date.

(b) On the Effective Date, the date the Prospectus is first filed with
the Commission pursuant to Rule 424(b) (if required), at all times subsequent
to and including the Closing Date and, if later, the Option Closing Date and
when any post-effective amendment to the Registration Statement becomes
effective or any amendment or supplement to the Prospectus is filed with the
Commission, the Registration Statement and the Prospectus (as amended or as
supplemented if the Company shall have filed with the Commission any amendment
or supplement thereto), including the financial statements included in the
Prospectus, did or will comply with all applicable provisions of the Act and
the Rules and Regulations and will contain all statements required to be stated
therein in accordance with the Act and the Rules and Regulations. On the
Effective Date and when any post-effective amendment to the Registration
Statement becomes effective, no part of the Registration Statement or any such
amendment did or will contain any untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary in order to
make the statements therein not misleading. At the Effective Date, the date
the Prospectus or any amendment or supplement to the Prospectus is filed with
the Commission and at the Closing Date and, if later, the Option Closing Date,
the Prospectus did not or will not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading.
The foregoing representations and warranties in this Section 3(b) do not apply
to any statements or omissions made in reliance on and in conformity with
information relating to any U.S. Underwriter or International Underwriter
furnished in writing to the Company by the Representatives or the Managers
specifically for inclusion in the Registration Statement or Prospectus or any
amendment or supplement thereto. For all purposes of this Agreement, the
amounts of the selling concession and reallowance set forth in the Prospectus
constitute the only information relating to any U.S. Underwriter or
International Underwriter furnished in writing to the Company by the
Representatives or the Managers specifically for inclusion in the United States
Preliminary Prospectus, the Registration Statement or the United States
Prospectus. Neither the Company nor any of the Selling Shareholders has
distributed any offering material in connection with the offering or sale of
the Shares other than the Registration Statement, the preliminary prospectus,
the Prospectus or any other materials, if any, permitted by the Act.

(c) The only subsidiaries (as defined in the Rules and Regulations) of
the Company are the subsidiaries listed on Exhibit 22 to the Registration
Statement (the "subsidiaries"). The Company and each of its subsidiaries is,
and at the Closing Date will be, a corporation duly organized, validly existing
and in good standing under the laws of its jurisdiction of incorporation. The
Company and each of its subsidiaries has, and at the Closing Date will have,
full power and authority to conduct all the activities conducted by it, to own
or lease all the assets owned or leased by it and to conduct its business as
described in the Registration Statement and the Prospectus. The Company and
each of its subsidiaries is, and at the Closing Date will be, duly licensed or
qualified to do business and in good standing as a foreign corporation in all
jurisdictions in which the nature of the activities conducted by it or the
character of the assets owned or leased by it makes such licensing or
qualification necessary. Except for the stock of the subsidiaries and as
disclosed in the Registration Statement, the Company does not own, and at the
Closing Date will not own, directly or indirectly, any shares of stock or any
other equity or long-term debt securities of any corporation or have any equity
interest in any firm, partnership,

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<PAGE> 6
joint venture, association or other entity. Complete and correct copies of the
articles of incorporation and of the by-laws of the Company and each of its
subsidiaries and all amendments thereto have been delivered to the
Representatives and the Managers, and no changes therein will be made
subsequent to the date hereof and prior to the Closing Date or, if later, the
Option Closing Date.

(d) The outstanding shares of Common Stock have been, and to the extent
the Option is exercised, the Shares to be issued and sold by the Company upon
such issuance will be, duly authorized, validly issued, fully paid and
nonassessable and will not be subject to any preemptive or similar right. The
description of the Common Stock in the Registration Statement and the
Prospectus is, and at the Closing Date will be, complete and accurate in all
respects. Except as set forth in the Prospectus, the Company does not have
outstanding, and at the Closing Date will not have outstanding, any options to
purchase, or any rights or warrants to subscribe for, or any securities or
obligations convertible into, or any contracts or commitments to issue or sell,
any shares of Common Stock, any shares of capital stock of any subsidiary or
any such warrants, convertible securities or obligations.

(e) The financial statements and schedules included in the Registration
Statement or the Prospectus present fairly the consolidated financial condition
of the Company as of the respective dates thereof and the consolidated results
of operations and cash flows of the Company for the respective periods covered
thereby, all in conformity with generally accepted accounting principles
applied on a consistent basis throughout the entire period involved, except as
otherwise disclosed in the Prospectus. No other financial statements or
schedules of the Company are required by the Act or the Rules and Regulations
to be included in the Registration Statement or the Prospectus. KPMG Peat
Marwick (the "Accountants"), who have reported on such financial statements and
schedules, are independent accountants with respect to the Company as required
by the Act and the Rules and Regulations. The statements included in the
Registration Statement with respect to the Accountants pursuant to Rule 509 of
Regulation S-K of the Rules and Regulations are true and correct in all
material respects.

(f) The Company maintains a system of internal accountings control
sufficient to provide reasonable assurance that (i) transactions are executed
in accordance with management's general or specific authorization; (ii)
transactions are recorded as necessary to permit preparation of financial
statements in conformity with generally accepted accounting principles and to
maintain accountability for assets; (iii) access to assets is permitted only in
accordance with management's general or specific authorization; and (iv) the
recorded accountability for assets is compared with existing assets at
reasonable intervals and appropriate action is taken with respect to any
differences.

(g) Subsequent to the respective dates as of which information is given
in the Registration Statement and the Prospectus and prior to the Closing Date,
except as set forth in or contemplated by the Registration Statement and the
Prospectus, (i) there has not been and will not have been any change in the
capitalization of the Company, or in the business, properties, business
prospects, condition (financial or otherwise) or results of operations of the
Company and its subsidiaries, arising for any reason whatsoever, (ii) neither
the Company nor any of its subsidiaries has incurred nor will it incur any
material liabilities or obligations, direct or contingent, nor has it entered
into nor will it enter into any material transactions other than pursuant to
this Agreement and the transactions referred to herein and (iii) the Company
has not and will not have paid or declared any dividends or other distributions
of any kind on any class of its capital stock.

(h) The Company is not an "investment company" or an "affiliated person"
of, or "promoter" or "principal underwriter" for, an "investment company," as
such terms are defined in the Investment Company Act of 1940, as amended.

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<PAGE> 7
(i) There are no actions, suits or proceedings pending or threatened
against or affecting the Company or any of its subsidiaries or any of their
respective officers in their capacity as such, before or by any Federal or
state court, commission, regulatory body, administrative agency or other
governmental body, domestic or foreign, wherein an unfavorable ruling, decision
or finding might materially and adversely affect the Company or any of its
subsidiaries or its business, properties, business prospects, condition
(financial or otherwise) or results of operations.

(j) The Company and each of its subsidiaries has, and at the Closing Date
will have, (i) all governmental licenses, permits, consents, orders, approvals
and other authorizations necessary to carry on its business as contemplated in
the Prospectus, (ii) complied in all respects with all laws, regulations and
orders applicable to it or its business and (iii) performed all its obligations
required to be performed by it, and is not, and at the Closing Date will not
be, in default, under any indenture, mortgage, deed of trust, voting trust
agreement, loan agreement, bond, debenture, note agreement, lease, contract or
other agreement or instrument (collectively, a "contract or other agreement")
to which it is a party or by which its property is bound or affected. To the
best knowledge of the Company and each of its subsidiaries, no other party
under any contract or other agreement to which it is a party is in default in
any respect thereunder. Neither the Company nor any of its subsidiaries is,
nor at the Closing Date will any of them be, in violation of any provision of
its articles of incorporation or by-laws.

(k) No consent, approval, authorization or order of, or any filing or
declaration with, any court or governmental agency or body is required for the
consummation by the Company of the transactions on its part contemplated
herein and in the International Underwriting Agreement, except such as have
been obtained under the Act or the Rules and Regulations and such as may be
required under state securities or Blue Sky laws or the by-laws and rules of
the National Association of Securities Dealers, Inc. (the "NASD") in connection
with the purchase and distribution by the U.S. Underwriters of the U.S. Shares.

(l) The Company has full corporate power and authority to enter into this
Agreement and the International Underwriting Agreement. Each of this Agreement
and the International Underwriting Agreement has been duly authorized, executed
and delivered by the Company and constitutes a valid and binding agreement of
the Company and is enforceable against the Company in accordance with the terms
hereof. The performance of this Agreement and the International Underwriting
Agreement and the consummation of the transactions contemplated hereby and
thereby will not result in the creation or imposition of any lien, charge or
encumbrance upon any of the assets of the Company or any of its subsidiaries
pursuant to the terms or provisions of, or result in a breach or violation of
any of the terms or provisions of, or constitute a default under, or give any
other party a right to terminate any of its obligations under, or result in the
acceleration of any obligation under, the articles of incorporation or by-laws
of the Company or any of its subsidiaries, any contract or other agreement to
which the Company or any of its subsidiaries is a party or by which the Company
or any of its subsidiaries or any of its properties is bound or affected, or
violate or conflict with any judgment, ruling, decree, order, statute, rule or
regulation of any court or other governmental agency or body applicable to the
business or properties of the Company or any of its subsidiaries.

(m) The Company and each of its subsidiaries has good and marketable
title to all properties and assets described in the Prospectus as owned by it,
free and clear of all liens, charges, encumbrances or restrictions, except such
as are described in the Prospectus or are not material to the business of the
Company or its subsidiaries. The Company and each of its subsidiaries has
valid, subsisting and enforceable leases for the properties described in the
Prospectus as leased by it, with such exceptions as are not material and do not
materially interfere with the use made and proposed to be made of such
properties by the Company and such subsidiaries.

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<PAGE> 8
(n) There is no document or contract of a character required to be
described in the Registration Statement or the Prospectus or to be filed as an
exhibit to the Registration Statement which is not described or filed as
required. All such contracts to which the Company or any subsidiary is a party
have been duly authorized, executed and delivered by the Company or such
subsidiary, constitute valid and binding agreements of the Company or such
subsidiary and are enforceable against the Company or such subsidiary in
accordance with the terms thereof.

(o) No statement, representation, warranty or covenant made by the
Company in this Agreement or in the International Underwriting Agreement or
made in any certificate or document required by this Agreement or the
International Underwriting Agreement to be delivered to the Representatives or
the Managers was or will be, when made, inaccurate, untrue or incorrect.

(p) Neither the Company nor any of its directors, officers or controlling
persons has taken, directly or indirectly, any action intended, or which might
reasonably be expected, to cause or result, under the Act or otherwise, in, or
which has constituted, stabilization or manipulation of the price of any
security of the Company to facilitate the sale or resale of the Shares.

(q) No holder of securities of the Company has rights to the registration
of any securities of the Company because of the filing of the Registration
Statement.

(r) Prior to the Closing Date, the Shares will be duly authorized for
listing by the American Stock Exchange upon official notice of issuance.

(s) Neither the Company nor any of its subsidiaries is involved in any
labor dispute nor, to the knowledge of the Company, is any such dispute
threatened.

(t) The Company and its subsidiaries own, or are licensed or otherwise
have the full exclusive right to use, all material trademarks and trade names
which are used in or necessary for the conduct of their respective businesses
as described in the Prospectus. No claims have been asserted by any person to
the use of any such trademarks or trade names or challenging or questioning the
validity or effectiveness of any such trademark or trade name. The use, in
connection with the business and operations of the Company and its subsidiaries
of such trademarks and trade names does not, to the Company's knowledge,
infringe on the rights of any person.

(u) Neither the Company nor any of its subsidiaries nor, to the Company's
knowledge, any employee or agent of the Company or any subsidiary has made any
payment of funds of the Company or any subsidiary or received or retained any
funds in violation of any law, rule or regulation or of a character required to
be disclosed in the Prospectus.

4. Representations and Warranties of the Selling Shareholders. Each
Selling Shareholder, severally and not jointly, represents, warrants and
covenants to each U.S. Underwriter that:

(a) Such Selling Shareholder has full power and authority to enter into
this Agreement, the International Underwriting Agreement and the Agreement and
Power of Attorney. All authorizations and consents necessary for the execution
and delivery by such Selling Shareholder of the Agreement and Power of
Attorney and for the execution of this Agreement and the International
Underwriting Agreement on behalf of such Selling Shareholder, have been given.
Each of the Agreement and the Power of Attorney, this Agreement and the
International Underwriting Agreement has been duly authorized, executed and
delivered by or on behalf of such Selling Shareholder and

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<PAGE> 9
constitutes a valid and binding agreement of such Selling Shareholder and is
enforceable against such Selling Shareholder in accordance with the terms
thereof and hereof.

(b) Such Selling Shareholder now has, and at the time of delivery thereof
hereunder will have, (i) good and marketable title to the Shares to be sold by
such Selling Shareholder hereunder, free and clear of all liens, encumbrances
and claims whatsoever (other than pursuant to the Agreement and Power of
Attorney), and (ii) full legal right and power, and all authorizations and
approvals required by law, to sell, transfer and deliver such Shares to the
U.S. Underwriters hereunder and to the International Underwriters under the
International Underwriting Agreement and to make the representations,
warranties and agreements made by such Selling Shareholder herein and therein.
Upon the delivery of and payment for such Shares hereunder or thereunder, such
Selling Shareholder will deliver good and marketable title thereto, free and
clear of all liens, encumbrances and claims whatsoever.

(c) On the Closing Date, all stock transfer or other taxes (other than
income taxes) which are required to be paid in connection with the sale and
transfer of the Shares to be sold by such Selling Shareholder to the several
U.S. Underwriters hereunder and the International Underwriters under the
International Underwriting Agreement will have been fully paid or provided for
by such Selling Shareholder and all laws imposing such taxes will have been
fully complied with.

(d) The performance of this Agreement and the International
Underwriting Agreement and the consummation of the transactions contemplated
hereby and thereby will not result in the creation or imposition of any lien,
charge or encumbrance upon any of the assets of such Selling Shareholder
pursuant to the terms or provisions of, or result in a breach or violation of
any of the terms or provisions of, or constitute a default under, or result in
the acceleration of any obligation under, the organizational documents of such
Selling Shareholder or any contract or other agreement to which such Selling
Shareholder is a party or by which such Selling Shareholder or any of its
property is bound or affected, or under any ruling, decree, judgment, order,
statute, rule or regulation of any court or other governmental agency or body
having jurisdiction over such Selling Shareholder or the property of such
Selling Shareholder.

(e) No consent, approval, authorization or order of, or any filing or
declaration with, any court or governmental agency or body is required for the
consummation by such Selling Shareholder of the transactions on its part
contemplated herein, in the International Underwriting Agreement and in the
Agreement and Power of Attorney, except such as have been obtained under the
Act or the Rules and Regulations and such as may be required under state
securities or Blue Sky laws or the by-laws and rules of the NASD in connection
with the purchase and distribution by the U.S. Underwriters of the Shares to be
sold by such Selling Shareholder.

(f) Such Selling Shareholder has no knowledge of any material fact or
condition not set forth in the Registration Statement or the Prospectus which
has adversely affected, or may adversely affect, the business, properties,
business prospects, condition (financial or otherwise) or results of operations
of the Company, and the sale of the Shares proposed to be sold by such Selling
Shareholder is not prompted by any such knowledge.

(g) All information with respect to such Selling Shareholder contained in
the Registration Statement and the Prospectus (as amended or supplemented, if
the Company shall have filed with the Commission any amendment or supplement
thereto) complied and will comply with all applicable provisions of the Act and
the Rules and Regulations, contains and will contain all statements required to
be stated therein in accordance with the Act and the Rules and Regulations, and
does not and will not

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<PAGE> 10
contain an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary in order to make the statements
therein not misleading.

(h) Other than as permitted by the Act and the Rules and Regulations,
such Selling Shareholder has not distributed and will not distribute any
preliminary prospectus, the Prospectus or any other offering material in
connection with the offering and sale of the Shares. Such Selling Shareholder
has not taken, directly or indirectly, any action designed, or which might
reasonably be expected, to cause or result in, under the Act or otherwise, or
which has caused or resulted in, stabilization or manipulation of the price of
any security of the Company to facilitate the sale or resale of the Shares.

(i) Certificates in negotiable form for the U.S. Firm Shares and the
International Shares to be sold hereunder by such Selling Shareholder have been
placed in custody, for the purpose of making delivery of such U.S. Firm Shares
and International Shares under this Agreement, the International Underwriting
Agreement and under the Agreement and Power of Attorney which appoints
as custodian (the "Custodian") for each Selling Shareholder. Such Selling
Shareholder agrees that the Shares represented by the certificates held in
custody for it under the Agreement and Power of Attorney are for the benefit
of and coupled with and subject to the interest hereunder of the Custodian, the
U.S. Underwriters, the International Underwriters, the Committee, each other
Selling Shareholder and the Company, that the arrangements made by such
Selling Shareholder for such custody and the appointment of the Custodian and
the Committee by such Selling Shareholder are irrevocable, and that the
obligations of such Selling Shareholder hereunder and under the International
Underwriting Agreement shall not be terminated by operation of law, whether by
the death, disability, incapacity or liquidation of any Selling Shareholder or
the occurrence of any other event. If any Selling Shareholder should die,
become disabled or incapacitated or be liquidated or if any other such event
should occur before the delivery of the Shares hereunder or under the
International Underwriting Agreement, certificates for the Shares shall be
delivered by the Custodian in accordance with the terms and conditions of this
Agreement and the International Underwriting Agreement and actions taken by the
Committee and the Custodian pursuant to the Agreement and Power of Attorney
shall be as valid as if such death, liquidation, incapacity or other event had
not occurred, regardless of whether or not the Custodian or the Committee or
either of them shall have received notice thereof.

5. Agreements of the Company and the Selling Shareholders. The Company and
the Selling Shareholders (as to Sections 5(i), (j), (n) and (o)) agree,
severally and not jointly, with the several U.S. Underwriters as follows:

(a) The Company will not, either prior to the Effective Date or
thereafter during such period as the Prospectus is required by law to be
delivered in connection with sales of the Shares by a U.S. Underwriter,
International Underwriter or dealer, file any amendment or supplement to the
Registration Statement or the Prospectus, unless a copy thereof shall first
have been submitted to the Representatives and the Managers within a reasonable
period of time prior to the filing thereof and the Representatives and the
Managers shall not have objected thereto in good faith.

(b) The Company will use its best efforts to cause the Registration
Statement to become effective, and will notify the Representatives and the
Managers promptly, and will confirm such advice in writing, (1) when the
Registration Statement has become effective and when any post- effective
amendment thereto becomes effective, (2) of any request by the Commission for
amendments or supplements to the Registration Statement or the Prospectus or
for additional information, (3) of the issuance by the Commission of any stop
order suspending the effectiveness of the Registration Statement or the
initiation of any proceedings for that purpose or the threat thereof, (4) of
the happening of any

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<PAGE> 11
event during the period mentioned in the second sentence of Section 5(e) that
in the judgment of the Company makes any statement made in the Registration
Statement or the Prospectus untrue or that requires the making of any changes
in the Registration Statement or the Prospectus in order to make the statements
therein, in light of the circumstances in which they are made, not misleading
and (5) of receipt by the Company or any representative or attorney of the
Company of any other communication from the Commission relating to the Company,
the Registration Statement, any preliminary prospectus or the Prospectus. If
at any time the Commission shall issue any order suspending the effectiveness
of the Registration Statement, the Company will make every reasonable effort to
obtain the withdrawal of such order at the earliest possible moment. If the
Company has omitted any information from the Registration Statement pursuant to
Rule 430A, the Company will use its best efforts to comply with the provisions
of and make all requisite filings with the Commission pursuant to said Rule
430A and to notify the Representatives and the Managers promptly of all such
filings.

(c) The Company will furnish to the Representatives and the Managers,
without charge, six signed copies of the Registration Statement and of any
post-effective amendment thereto, including financial statements and schedules,
and all exhibits thereto, and will furnish to the Representatives and the
Managers, without charge, for transmittal to each of the other U.S.
Underwriters and the International Underwriters, a copy of the Registration
Statement and any post-effective amendment thereto, including financial
statements and schedules but without exhibits.

(d) The Company will comply with all the provisions of any undertakings
contained in the Registration Statement.

(e) On the Effective Date, and thereafter from time to time, the Company
will deliver (i) to each of the U.S. Underwriters, without charge, as many
copies of the United States Prospectus or any amendment or supplement thereto
as the Representatives may reasonably request and (ii) to each of the
International Underwriters, without charge, as many copies of the International
Prospectus or any amendment or supplement thereto as the Managers may
reasonably request. The Company consents to the use of the Prospectus or any
amendment or supplement thereto by the several U.S. Underwriters and the
International Underwriters and by all dealers to whom the Shares may be sold,
both in connection with the offering or sale of the Shares and for any period
of time thereafter during which the Prospectus is required by law to be
delivered in connection therewith. If during such period of time any event
shall occur which in the judgment of the Company or counsel to the U.S.
Underwriters should be set forth in the Prospectus in order to make any
statement therein, in the light of the circumstances under which it was made,
not misleading, or if it is necessary to supplement or amend the Prospectus to
comply with law, the Company will forthwith prepare and duly file with the
Commission an appropriate supplement or amendment thereto, and will deliver to
each of the U.S. Underwriters, without charge, such number of copies thereof as
the Representatives may reasonably request and will deliver to each of the
Managers, without charge, such number of copies of such supplement or amendment
to the International Prospectus as the Managers may reasonably request.

(f) Prior to any public offering of the Shares by the U.S. Underwriters
and the International Underwriters, the Company will cooperate with the
Representatives and the Managers and counsel to the U.S. Underwriters and the
International Underwriters in connection with the registration or qualification
of the Shares for offer and sale under the securities or Blue Sky laws of such
jurisdictions as the Representatives and the Managers may request; provided,
that in no event shall the Company be obligated to qualify to do business in
any jurisdiction where it is not now so qualified or to take any action which
would subject it to general service of process in any jurisdiction where it is
not now so subject.

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<PAGE> 12

(g) During the period of five years commencing on the Effective Date, the
Company will furnish to the Representatives and the Managers and each other
U.S. Underwriter and International Underwriter who may so request copies of
such financial statements and other periodic and special reports as the Company
may from time to time distribute generally to the holders of any class of its
capital stock, and will furnish to the Representatives, the Managers and each
other U.S. Underwriter and International Underwriter who may so request a copy
of each annual or other report it shall be required to file with the
Commission.

(h) The Company will make generally available to holders of its
securities as soon as may be practicable but in no event later than the last
day of the fifteenth full calendar month following the calendar quarter in
which the Effective Date falls, an earnings statement (which need not be
audited but shall be in reasonable detail) for a period of 12 months ended
commencing after the Effective Date, and satisfying the provisions of Section
11(a) of the Act (including Rule 158 of the Rules and Regulations).

(i) Whether or not the transactions contemplated by this Agreement or the
International Underwriting Agreement are consummated or this Agreement or the
International Underwriting Agreement is terminated, the Company and the Selling
Shareholders, in such proportions (aggregating 100%) as they may agree upon
among themselves, will pay, or reimburse if paid by the Representatives or the
Managers, all costs and expenses incident to the performance of the obligations
of the Company and the Selling Shareholders under this Agreement and the
International Underwriting Agreement, including but not limited to costs and
expenses of or relating to (1) the preparation, printing and filing of the
Registration Statement and exhibits to it, each preliminary prospectus, the
Prospectus and any amendment or supplement to the Registration Statement or the
Prospectus, (2) the preparation and delivery of certificates representing the
Shares, (3) the printing of this Agreement, the International Underwriting
Agreement, the Agreement Between U.S. Underwriters and International
Underwriters, the Agreement Among Underwriters, the Agreement Among
International Underwriters, any Dealer Agreements, any Underwriters'
Questionnaire and the Agreement and Power of Attorney, (4) furnishing
(including costs of shipping and mailing) such copies of the Registration
Statement, the Prospectus and any preliminary prospectus, and all amendments
and supplements thereto, as may be requested for use in connection with the
offering and sale of the Shares by the U.S. Underwriters, the International
Underwriters or by dealers to whom Shares may be sold, (5) the listing of the
Shares on the American Stock Exchange (6) any filings required to be made by
the U.S. Underwriters and the International Underwriters with the NASD, and the
fees, disbursements and other charges of counsel for the U.S. Underwriters and
the International Underwriters in connection therewith, (7) the registration or
qualification of the Shares for offer and sale under the securities or Blue Sky
laws of such jurisdictions designated pursuant to Section 5(f), including the
fees, disbursements and other charges of counsel to the U.S. Underwriters and
the International Underwriters in connection therewith, and the preparation and
printing of preliminary, supplemental and final Blue Sky memoranda, (8) counsel
to the Company and counsel to the Selling Shareholders and (9) the transfer
agent for the Shares.

(j) If this Agreement or the International Underwriting Agreement shall
be terminated by the Company or the Selling Shareholders pursuant to any of the
provisions hereof (otherwise than pursuant to Section 9) or thereof or if for
any reason the Company or any Selling Shareholder shall be unable to perform
its obligations hereunder, the Company and the Selling Shareholders, in such
proportions (aggregating 100%) as they may agree upon among themselves, will
reimburse the several U.S. Underwriters and the International Underwriters for
all out-of-pocket expenses (including the fees, disbursements and other charges
of counsel to the U.S. Underwriters and the International Underwriters)
reasonably incurred by them in connection herewith.

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<PAGE> 13
(k) The Company will not at any time, directly or indirectly, take any
action intended, or which might reasonably be expected, to cause or result in,
or which will constitute, stabilization of the price of the shares of Common
Stock to facilitate the sale or resale of any of the Shares.

(l) To the extent the Option is exercised, the Company will apply the net
proceeds from the offering and sale of the Shares to be sold by the Company in
the manner set forth in the Prospectus under "Use of Proceeds."

(m) The Company will not, and will cause each of its executive officers,
directors and each beneficial owner of more than 5% of the outstanding shares
of Common Stock to enter into agreements with the Representatives and the
Managers in the form set forth in Exhibit C to the effect that they will not,
for a period of 90 days after the commencement of the public offering of the
Shares, without the prior written consent of PaineWebber, sell, contract to
sell or otherwise dispose of any shares of Common Stock or rights to acquire
such shares (other than pursuant to employee stock option plans or in
connection with other employee incentive compensation arrangements).

(n) As soon as any Selling Shareholder is advised thereof, such Selling
Shareholder will advise the Representatives and the Managers and confirm such
advice in writing, (1) of receipt by such Selling Shareholder, or by any
representative of such Selling Shareholder, of any communication from the
Commission relating to the Registration Statement, the Prospectus or any
preliminary prospectus, or any notice or order of the Commission relating to
the Company or any of the Selling Shareholders in connection with the
transactions contemplated by this Agreement or the International Underwriting
Agreement and (2) of the happening of any event during the period from and
after the Effective Date that in the judgment of such Selling Shareholder makes
any statement made in the Registration Statement or the Prospectus untrue or
that requires the making of any changes in the Registration Statement or the
Prospectus in order to make the statements therein, in light of the
circumstances in which they were made, not misleading.

(o) The Selling Shareholders will deliver to the Representatives and the
Managers prior to or on the Effective Date a properly completed and executed
United States Treasury Department Form W-9 (or other applicable form or
statement specified by Treasury Department regulations in lieu thereof).

6. Conditions of the Obligations of the U.S. Underwriters. In addition to
the execution and delivery of the U.S. Price Determination Agreement, the
obligations of each U.S. Underwriter hereunder are subject to the following
conditions:

(a) Notification that the Registration Statement has become effective
shall be received by the Representatives and the Managers not later than 5:00
p.m., New York City time, on the date of this Agreement and the International
Underwriting Agreement or at such later date and time as shall be consented to
in writing by the Representatives and the Managers and all filings required by
Rule 424 of the Rules and Regulations and Rule 430A shall have been made.

(b)(i) No stop order suspending the effectiveness of the Registration
Statement shall have been issued and no proceedings for that purpose shall be
pending or threatened by the Commission, (ii) no order suspending the
effectiveness of the Registration Statement or the qualification or
registration of the Shares under the securities or Blue Sky laws of any
jurisdiction shall be in effect and no proceeding for such purpose shall be
pending before or threatened or contemplated by the Commission or the
authorities of any such jurisdiction, (iii) any request for additional
information on the

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<PAGE> 14
part of the staff of the Commission or any such authorities shall have been
complied with to the satisfaction of the staff of the Commission or such
authorities and (iv) after the date hereof no amendment or supplement to the
Registration Statement or the Prospectus shall have been filed unless a copy
thereof was first submitted to the Representatives and the Managers and the
Representatives and the Managers did not object thereto in good faith, and the
Representatives and the Managers shall have received certificates, dated the
Closing Date and the Option Closing Date and signed by the Chief Executive
Officer or the Chairman of the Board of Directors of the Company and the Chief
Financial Officer of the Company (who may, as to proceedings threatened, rely
upon the best of their information and belief), to the effect of clauses (i),
(ii) and (iii).

(c) Since the respective dates as of which information is given in the
Registration Statement and the Prospectus, (i) there shall not have been a
material adverse change in the general affairs, business, business prospects,
properties, management, condition (financial or otherwise) or results of
operations of the Company and its subsidiaries, taken as a whole, whether or
not arising from transactions in the ordinary course of business, in each case
other than as set forth in or contemplated by the Registration Statement and
the Prospectus and (ii) neither the Company nor any of its subsidiaries shall
have sustained any material loss or interference with its business or
properties from fire, explosion, flood or other casualty, whether or not
covered by insurance, or from any labor dispute or any court or legislative or
other governmental action, order or decree, which is not set forth in the
Registration Statement and the Prospectus, if in the judgment of the
Representatives and the Managers any such development makes it impracticable or
inadvisable to consummate the sale and delivery of the Shares by the U.S.
Underwriters and the International Underwriters at the public offering price.

(d) Since the respective dates as of which information is given in the
Registration Statement and the Prospectus, there shall have been no litigation
or other proceeding instituted against the Company or any of its subsidiaries
or any of their respective officers or directors in their capacities as such,
before or by any Federal, state or local court, commission, regulatory body,
administrative agency or other governmental body, domestic or foreign, in which
litigation or proceeding an unfavorable ruling, decision or finding would
materially and adversely affect the business, properties, business prospects,
condition (financial or otherwise) or results of operations of the Company and
its subsidiaries taken as a whole.

(e) Each of the representations and warranties of the Company and the
Selling Shareholders contained herein and in the International Underwriting
Agreement shall be true and correct in all material respects at the Closing
Date and, with respect to the Option Shares, at the Option Closing Date, as if
made at the Closing Date and, with respect to the Option Shares, at the Option
Closing Date, and all covenants and agreements contained herein and in the
International Underwriting Agreement to be performed on the part of the Company
and the Selling Shareholders and all conditions contained herein and therein to
be fulfilled or complied with by the Company and the Selling Shareholders at or
prior to the Closing Date and, with respect to the Option Shares, at or prior
to the Option Closing Date, shall have been duly performed, fulfilled or
complied with.

(f) The Representatives and the Managers shall have received an opinion,
dated the Closing Date and, with respect to the Option Shares, the Option
Closing Date, and satisfactory in form and substance to counsel for the U.S.
Underwriters and the International Underwriters, from Honigman Miller Schwartz
and Cohn, counsel to the Company, to the effect set forth in Exhibit D and from
White and Case, counsel to the Selling Shareholders, to the effect set forth in
Exhibit E.

(g) The Representatives and the Managers shall have received an opinion,
dated the Closing Date and the Option Closing Date, from Olshan Grundman Frome
& Rosenzweig,

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<PAGE> 15

counsel to the U.S. Underwriters, with respect to the Registration Statement,
the Prospectus and this Agreement and the International Underwriting Agreement,
which opinion shall be satisfactory in all respects to the Representatives
and the Managers.

(h) Concurrently with the execution and delivery of this Agreement and
the International Underwriting Agreement, or, if the Company elects to rely on
Rule 430A, on the date of the United States Prospectus, the Accountants shall
have furnished to the Representatives and the Managers a letter, dated the date
of its delivery, addressed to the Representatives and the Managers and in form
and substance satisfactory to the Representatives and the Managers, confirming
that they are independent accountants with respect to the Company as required
by the Act and the Rules and Regulations and with respect to the financial and
other statistical and numerical information contained in the Registration
Statement. At the Closing Date and, as to the Option Shares, the Option
Closing Date, the Accountants shall have furnished to the Representatives and
the Managers a letter, dated the date of its delivery, which shall confirm, on
the basis of a review in accordance with the procedures set forth in the letter
from the Accountants, that nothing has come to their attention during the
period from the date of the letter referred to in the prior sentence to a date
(specified in the letter) not more than five days prior to the Closing Date and
the Option Closing Date which would require any change in their letter dated
the date hereof if it were required to be dated and delivered at the Closing
Date and the Option Closing Date.

(i) Concurrently with the execution and delivery of this Agreement and
the International Underwriting Agreement or, if the Company elects to rely
on Rule 430A, on the date of the United States Prospectus, and at the
Closing Date and, as to the Option Shares, the Option Closing Date, there
shall be furnished to the Representatives and the Managers an accurate
certificate, dated the date of its delivery, signed by each of the Chief
Executive Officer and the Chief Financial Officer of the Company, in form
and substance satisfactory to the Representatives and the Managers, to the
effect that:

(i) Each signer of such certificate has carefully examined the
Registration Statement and the Prospectus and (A) as of the date of
such certificate, such documents are true and correct in all material
respects and do not omit to state a material fact required to be stated
therein or necessary in order to make the statements therein not untrue
or misleading and (B) in the case of the certificate delivered at the
Closing Date and the Option Closing Date, since the Effective Date no
event has occurred as a result of which it is necessary to amend or
supplement the Prospectus in order to make the statements therein not
untrue or misleading in any material respect.

(ii) Each of the representations and warranties of the Company
contained in this Agreement and in the International Underwriting
Agreement were, when originally made, and are, at the time such
certificate is delivered, true and correct in all material respects.

(iii) Each of the covenants required herein and in the
International Underwriting Agreement to be performed by the Company on
or prior to the date of such certificate has been duly, timely and
fully performed and each condition herein required or therein to be
complied with by the Company on or prior to the delivery of such
certificate has been duly, timely and fully complied with.

(j) Concurrently with the execution and delivery of this Agreement
and the International Underwriting Agreement and at the Closing Date and, as to
the Option Shares, the Option Closing Date, there shall have been furnished to
the Representatives and the Managers an accurate

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<PAGE> 16
certificate, dated the date of its delivery, signed by each of the Selling
Shareholders, in form and substance satisfactory to the Representatives and the
Managers, to the effect that the representations and warranties of each of the
Selling Shareholders contained herein and therein are true and correct in all
material respects on and as of the date of such certificate as if made on and
as of the date of such certificate, and each of the covenants and conditions
required herein to be performed or complied with by the Selling Shareholders on
or prior to the date of such certificate has been duly, timely and fully
performed or complied with.

(k) On or prior to the Closing Date, the Representatives and the
Managers shall have received the executed agreements referred to in Section
5(m).

(l) The Shares shall be qualified for sale in such states as the
Representatives and the Managers may reasonably request, each such
qualification shall be in effect and not subject to any stop order or other
proceeding on the Closing Date and the Option Closing Date.

(m) Prior to the Closing Date, the Shares shall have been duly
authorized for listing by the American Stock Exchange upon official notice of
issuance.

(n) The Company and the Selling Shareholders shall have furnished to
the Representatives and the Managers such certificates, in addition to those
specifically mentioned herein, as the Representatives and the Managers may have
reasonably requested as to the accuracy and completeness at the Closing Date
and the Option Closing Date of any statement in the Registration Statement or
the Prospectus, as to the accuracy at the Closing Date and the Option Closing
Date of the representations and warranties of the Company and the Selling
Shareholders contained herein and in the International Underwriting Agreement,
as to the performance by the Company and the Selling Shareholders of its and
their respective obligations hereunder and thereunder, or as to the fulfillment
of the conditions concurrent and precedent to the obligations hereunder and
thereunder of the Representatives and the Managers.

(o) The closing of the purchase and sale of the International Shares
pursuant to the International Underwriting Agreement shall occur concurrently
with the purchase and sale of the U.S. Shares hereunder.

7.Indemnification.

(a) The Company will indemnify and hold harmless each U.S.
Underwriter, the directors, officers, employees and agents of each U.S.
Underwriter and each person, if any, who controls each U.S. Underwriter within
the meaning of Section 15 of the Act or Section 20 of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), from and against any and all
losses, claims, liabilities, expenses and damages (including any and all
investigative, legal and other expenses reasonably incurred in connection with,
and any amount paid in settlement of, any action, suit or proceeding or any
claim asserted), to which they, or any of them, may become subject under the
Act, the Exchange Act or other Federal or state statutory law or regulation, at
common law or otherwise, insofar as such losses, claims, liabilities, expenses
or damages arise out of or are based on any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement, any
preliminary prospectus or the Prospectus or any amendment or supplement to the
Registration Statement or the Prospectus, or the omission or alleged omission
to state in such document a material fact required to be stated in it or
necessary to make the statements in it not misleading, provided that the
Company will not be liable to the extent that such loss, claim, liability,
expense or damage arises from the sale of the U.S. Shares in the public
offering to any person by a U.S. Underwriter and is based on an untrue

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<PAGE> 17

statement or omission or alleged untrue statement or omission made in reliance
on and in conformity with information relating to any U.S. Underwriter
furnished in writing to the Company by the Representatives on behalf of any
U.S. Underwriter expressly for inclusion in the Registration Statement, the
United States Preliminary Prospectus or the United States Prospectus. This
indemnity agreement will be in addition to any liability that the Company might
otherwise have.

(b) The Company will indemnify and hold harmless each of the
Selling Shareholders, the directors, officers, employees and agents of each
Selling Shareholder and each person, if any, who controls each Selling
Shareholder within the meaning of Section 15 of the Act or Section 20 of the
Exchange Act, from and against any and all losses, claims, liabilities,
expenses and damages (including any and all investigative, legal and other
expenses reasonably incurred in connection with, and any amount paid in
settlement of, any action, suit or proceeding or any claim asserted), to which
they, or any of them, may become subject under the Act, the Exchange Act or
other Federal or state statutory law or regulation, at common law or otherwise,
insofar as such losses, claims, liabilities, expenses or damages arise out of
or are based on any untrue statement or alleged untrue statement of a material
fact contained in the Registration Statement, any preliminary prospectus or the
Prospectus or any amendment or supplement to the Registration Statement or the
Prospectus, or the omission or alleged omission to state in such document a
material fact required to be stated in it or necessary to make the statements
in it not misleading, provided that the Company will not be liable to the
extent that such loss, claim, liability, expense or damage arises from the sale
of the U.S. Shares in the public offering to any person by a U.S. Underwriter
and is based on an untrue statement or omission or alleged untrue statement or
omission made in reliance on and in conformity with information relating to the
Selling Shareholders furnished in writing to the Company by the Selling
Shareholders expressly for inclusion in the Registration Statement, any United
States Preliminary Prospectus or the United States Prospectus. This indemnity
agreement will be in addition to any liability that the Company might otherwise
have.

(c) The Selling Shareholders, severally and not jointly, will
indemnify and hold harmless each U.S. Underwriter, the Company, the directors,
officers, employees and agents of each U.S. Underwriter and the Company and
each person, if any, who controls each U.S. Underwriter or the Company within
the meaning of Section 15 of the Act or Section 20 of the Exchange Act, from
and against any and all losses, claims, liabilities, expenses and damages
(including any and all investigative, legal and other expenses reasonably
incurred in connection with, and any amount paid in settlement of, any action,
suit or proceeding or any claim asserted), to which they, or any of them, may
become subject under the Act, the Exchange Act or other Federal or state
statutory law or regulation, at common law or otherwise, insofar as such
losses, claims, liabilities, expenses or damages arise out of or are based on
any untrue statement or alleged untrue statement of a material fact contained
in the Registration Statement, any preliminary prospectus or the Prospectus or
any amendment or supplement to the Registration Statement or the Prospectus, or
the omission or alleged omission to state in such document a material fact
required to be stated in it or necessary to make the statements in it not
misleading, provided that the Selling Shareholders will be liable only to the
extent that such loss, claim, liability, expense or damage arises out of or is
based on an untrue statement or omission or alleged untrue statement or
omission made in reliance on and in conformity with information relating to the
Selling Shareholders furnished in writing to the Company by the Selling
Shareholders expressly for inclusion in the Registration Statement, any United
States Preliminary Prospectus or the United States Prospectus . This indemnity
agreement will be in addition to any liability that the Selling Shareholders
might otherwise have.

(d) Each U.S. Underwriter will indemnify and hold harmless the
Company, the Selling Shareholders, each person, if any, who controls the
Company or the Selling Shareholders within the meaning of Section 15 of the Act
or Section 20 of the Exchange Act, each director of the

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<PAGE> 18

Company and each officer of the Company who signs the Registration Statement to
the same extent as the foregoing indemnities from each of the Company and the
Selling Shareholders to each U.S. Underwriter, but only insofar as losses,
claims, liabilities, expenses or damages arise out of or are based on any
untrue statement or omission or alleged untrue statement or omission made in
reliance on and in conformity with information relating to any U.S. Underwriter
furnished in writing to the Company by the Representatives on behalf of such
U.S. Underwriter expressly for use in the Registration Statement, any United
States Preliminary Prospectus or the United States Prospectus. This indemnity
will be in addition to any liability that each U.S. Underwriter might otherwise
have.

(e) Any party that proposes to assert the right to be indemnified
under this Section 7 will, promptly after receipt of notice of commencement of
any action against such party in respect of which a claim is to be made against
an indemnifying party or parties under this Section 7, notify each such
indemnifying party of the commencement of such action, enclosing a copy of all
papers served, but the omission so to notify such indemnifying party will not
relieve it from any liability that it may have to any indemnified party under
the foregoing provisions of this Section 7 unless, and only to the extent that,
such omission results in the forfeiture of substantive rights or defenses by
the indemnifying party. If any such action is brought against any indemnified
party and it notifies the indemnifying party of its commencement, the
indemnifying party will be entitled to participate in and, to the extent that
it elects by delivering written notice to the indemnified party promptly after
receiving notice of the commencement of the action from the indemnified party,
jointly with any other indemnifying party similarly notified, to assume the
defense of the action, with counsel satisfactory to the indemnified party, and
after notice from the indemnifying party to the indemnified party of its
election to assume the defense, the indemnifying party will not be liable to
the indemnified party for any legal or other expenses except as provided below
and except for the reasonable costs of investigation subsequently incurred by
the indemnified party in connection with the defense. The indemnified party
will have the right to employ its own counsel in any such action, but the fees,
expenses and other charges of such counsel will be at the expense of such
indemnified party unless (1) the employment of counsel by the indemnified party
has been authorized in writing by the indemnifying party, (2) the indemnified
party has reasonably concluded (based on advice of counsel) that there may be
legal defenses available to it or other indemnified parties that are different
from or in addition to those available to the indemnifying party, (3) a
conflict or potential conflict exists (based on advice of counsel to the
indemnified party) between the indemnified party and the indemnifying party (in
which case the indemnifying party will not have the right to direct the defense
of such action on behalf of the indemnified party) or (4) the indemnifying
party has not in fact employed counsel to assume the defense of such action
within a reasonable time after receiving notice of the commencement of the
action, in each of which cases the reasonable fees, disbursements and other
charges of counsel will be at the expense of the indemnifying party or parties.
It is understood that the indemnifying party or parties shall not, in
connection with any proceeding or related proceedings in the same jurisdiction,
be liable for the reasonable fees, disbursements and other charges of more than
one separate firm admitted to practice in such jurisdiction at any one time for
all such indemnified party or parties. All such fees, disbursements and other
charges will be reimbursed by the indemnifying party promptly as they are
incurred. An indemnifying party will not be liable for any settlement of any
action or claim effected without its written consent (which consent will not be
unreasonably withheld).

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<PAGE> 19

any action, suit or proceeding or any claim asserted, but after deducting any
contribution received by the Company or the Selling Shareholders from persons
other than the U.S. Underwriters, such as persons who control the Company or
the Selling Shareholders within the meaning of the Act, officers of the Company
who signed the Registration Statement and directors of the Company, who also
may be liable for contribution) to which the Company or the Selling
Shareholders and any one or more of the U.S. Underwriters may be subject in
such proportion as shall be appropriate to reflect the relative benefits
received by the Company and Selling Shareholders on the one hand and the U.S.
Underwriters on the other. The relative benefits received by the Company and
the Selling Shareholders on the one hand and the U.S. Underwriters on the other
shall be deemed to be in the same proportion as the total net proceeds from the
offering (before deducting expenses) received by the Company and the Selling
Shareholders bear to the total underwriting discounts and commissions received
by the U.S. Underwriters, in each case as set forth in the table on the cover
page of the Prospectus. If, but only if, the allocation provided by the
foregoing sentence is not permitted by applicable law, the allocation of
contribution shall be made in such proportion as is appropriate to reflect not
only the relative benefits referred to in the foregoing sentence but also the
relative fault of the Company and the Selling Shareholders, on the one hand,
and the U.S. Underwriters, on the other, with respect to the statements or
omissions which resulted in such loss, claim, liability, expense or damage, or
action in respect thereof, as well as any other relevant equitable
considerations with respect to such offering. Such relative fault shall be
determined by reference to whether the untrue or alleged untrue statement of a
material fact or omission or alleged omission to state a material fact relates
to information supplied by the Company or the Representatives on behalf of the
U.S. Underwriters, the intent of the parties and their relative knowledge,
access to information and opportunity to correct or prevent such statement or
omission. The Company, the Selling Shareholders and the U.S. Underwriters
agree that it would not be just and equitable if contributions pursuant to this
Section 7(f) were to be determined by pro rata allocation (even if the U.S.
Underwriters were treated as one entity for such purpose) or by any other
method of allocation which does not take into account the equitable
considerations referred to herein. The amount paid or payable by an
indemnified party as a result of the loss, claim, liability, expense or damage,
or action in respect thereof, referred to above in this Section 7(f) shall be
deemed to include, for purpose of this Section 7(f), any legal or other
expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of this Section 7(f), no U.S. Underwriter shall be required to
contribute any amount in excess of the underwriting discounts received by it,
and no person found guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Act) will be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation. The U.S.
Underwriters' obligations to contribute as provided in this Section 7(f) are
several in proportion to their respective underwriting obligations and not
joint. For purposes of this Section 7(f), any person who controls a party to
this Agreement within the meaning of the Act will have the same rights to
contribution as that party, and each officer of the Company who signed the
Registration Statement will have the same rights to contribution as the
Company, subject in each case to the provisions hereof. Any party entitled to
contribution, promptly after receipt of notice of commencement of any action
against such party in respect of which a claim for contribution may be made
under this Section 7(f), will notify any such party or parties from whom
contribution may be sought, but the omission so to notify will not relieve the
party or parties from whom contribution may be sought from any other obligation
it or they may have under this Section 7(f). No party will be liable for
contribution with respect to any action or claim settled without its written
consent (which consent will not be unreasonably withheld).

(g) The indemnity and contribution agreements contained in this
Section 7 and the representations and warranties of the Company and the Selling
Shareholders contained in this Agreement shall remain operative and in full
force and effect regardless of (i) any investigation made by or on behalf of
the U.S. Underwriters, (ii) acceptance of any of the Shares and payment
therefor or (iii) any termination of this Agreement.

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<PAGE> 20

8. Termination. The obligations of the several U.S. Underwriters
under this Agreement may be terminated at any time prior to the Closing Date
(or, with respect to the Option Shares, on or prior to the Option Closing
Date), by notice to the Company from the Representatives, without liability on
the part of any U.S. Underwriter to the Company or any Selling Shareholder,
if, prior to delivery and payment for the Shares (or the Option Shares, as the
case may be), in the sole judgment of the Representatives, (i) trading in any
of the equity securities of the Company shall have been suspended by the
Commission, by an exchange that lists the Shares or by the National Association
of Securities Dealers Automated Quotation Market System, (ii) trading in
securities generally on the New York Stock Exchange or American Stock Exchange
shall have been suspended or limited or minimum or maximum prices shall have
been generally established on such exchange, or additional material
governmental restrictions, not in force on the date of this Agreement, shall
have been imposed upon trading in securities generally by such exchange or by
order of the Commission or any court or other governmental authority, (iii) a
general banking moratorium shall have been declared by either Federal or New
York State authorities or (iv) any material adverse change in the financial or
securities markets in the United States or in political, financial or economic
conditions in the United States or any outbreak or material escalation of
hostilities or declaration by the United States of a national emergency or war
or other calamity or crisis shall have occurred, the effect of any of which is
such as to make it, in the sole judgment of the Representatives, impracticable
or inadvisable to market the Shares on the terms and in the manner contemplated
by the Prospectus.

9. Substitution of Underwriters. If any one or more of the U.S.
Underwriters shall fail or refuse to purchase any of the U.S. Firm Shares
which it or they have agreed to purchase hereunder, and the aggregate number of
U.S. Firm Shares which such defaulting U.S. Underwriter or U.S. Underwriters
agreed but failed or refused to purchase is not more than one-tenth of the
aggregate number of U.S. Firm Shares, the other U.S. Underwriters shall be
obligated, severally, to purchase the U.S. Firm Shares which such defaulting
U.S. Underwriter or U.S. Underwriters agreed but failed or refused to purchase,
in the proportions which the number of U.S. Firm Shares which they have
respectively agreed to purchase pursuant to Section 1 bears to the aggregate
number of U.S. Firm Shares which all such non-defaulting U.S. Underwriters
have so agreed to purchase, or in such other proportions as the Representatives
may specify; provided that in no event shall the maximum number of U.S. Firm
Shares which any U.S. Underwriter has become obligated to purchase pursuant to
Section 1 be increased pursuant to this Section 9 by more than one-ninth of the
number of U.S. Firm Shares agreed to be purchased by such U.S. Underwriter
without the prior written consent of such U.S. Underwriter. If any U.S.
Underwriter or U.S. Underwriters shall fail or refuse to purchase any U.S.
Firm Shares and the aggregate number of U.S. Firm Shares which such defaulting
U.S. Underwriter or U.S. Underwriters agreed but failed or refused to purchase
exceeds one-tenth of the aggregate number of the U.S. Firm Shares and
arrangements satisfactory to the Representatives, the Company and the Committee
for the purchase of such U.S. Firm Shares are not made within 48 hours after
such default, this Agreement will terminate without liability on the part of
any non-defaulting U.S. Underwriter, or the Company or any Selling
Shareholder for the purchase or sale of any Shares under this Agreement. In
any such case either the Representatives or the Company and the Committee shall
have the right to postpone the Closing Date, but in no event for longer than
seven days, in order that the required changes, if any, in the Registration
Statement and in the United States Prospectus or in any other documents or
arrangements may be effected. Any action taken pursuant to this Section 9
shall not relieve any defaulting U.S. Underwriter from liability in respect of
any default of such U.S. Underwriter under this Agreement.

10. U.S. Distribution. Each U.S. Underwriter represents and
agrees that, except for (x) sales between the U.S. Underwriters and the
International Underwriters pursuant to Section 1 of the Agreement Between U.S.
Underwriters and International Underwriters and (y) stabilization transactions
contemplated in Section 3 thereof conducted as part of the distribution of the
Shares, (a) it is not

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<PAGE> 21

purchasing any of the U.S. Shares for the account of anyone other than a United
States Person and (b) it has not offered or sold, and will not offer or sell,
directly or indirectly, any of the U.S. Shares or distribute any prospectus
relating to the U.S. Shares outside the United States to anyone other than a
United States Person, and any dealer to whom it may sell any of the U.S. Shares
will represent that it is not purchasing any of the U.S. Shares for the account
of anyone other than a United States Person and will agree that it will not
offer or resell such U.S. Shares directly or indirectly outside the United
States or to anyone other than a United States Person or to any other dealer
who does not so represent and agree.

The U.S. Underwriters further confirm that in determining their
net commitment for short account pursuant to Section 7 of the Amended and
Restated Master Agreement Among Underwriters dated as of June 11, 1984, there
shall be subtracted any Shares purchased for such U.S. Underwriters' account
pursuant to Section 1 of the Agreement Between U.S. Underwriters and
International Underwriters.

11. Miscellaneous. Notice given pursuant to any of the
provisions of this Agreement shall be in writing and, unless otherwise
specified, shall be mailed or delivered (a) if to the Company, at the office of
the Company, 201 West Big Beaver Road, Suite 1040, Troy, Michigan 48084,
Attention: President, (b) if to any Selling Shareholder,
_______________________, or (c) if to the U.S. Underwriters, to the
Representatives at the offices of PaineWebber , 1285 Avenue of the Americas,
New York, New York 10019, Attention: Corporate Finance Department. Any such
notice shall be effective only upon receipt. Any notice under Section 8 or 9
may be made by telex or telephone, but if so made shall be subsequently
confirmed in writing.

This Agreement has been and is made solely for the benefit of the
several U.S. Underwriters, the Company and the Selling Shareholders and of the
controlling persons, directors and officers referred to in Section 7, and their
respective successors and assigns, and, except as set forth in the
International Underwriting Agreement, no other person shall acquire or have any
right under or by virtue of this Agreement. The term "successors and assigns"
as used in this Agreement shall not include a purchaser, as such purchaser, of
U.S. Shares from any of the several U.S. Underwriters.

Any action required or permitted to be taken by the
Representatives under this Agreement may be taken by them jointly or by
PaineWebber.

THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK.

This Agreement may be signed in two or more counterparts with the
same effect as if the signatures thereto and hereto were upon the same
instrument.

In case any provision in this Agreement shall be invalid, illegal
or unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.

The Company, the Selling Shareholders and the U.S. Underwriters
each hereby irrevocably waive any right they may have to a trial by jury in
respect of any claim based upon or arising out of this Agreement or the
transactions contemplated hereby.

-21-
<PAGE> 22

Please confirm that the foregoing correctly sets forth the
agreement among the Company, the Selling Shareholders and the several U.S.
Underwriters.

Very truly yours,

LARIZZA INDUSTRIES, INC.

By:
Name:
Title:

THE SELLING SHAREHOLDERS NAMED IN SCHEDULE I ATTACHED HERETO

By: The Committee

By:
Name:

Confirmed as of the date first
above mentioned:

PAINEWEBBER INCORPORATED
MCDONALD & COMPANY SECURITIES, INC.
RONEY & CO.
Acting on behalf of themselves and
as the Representatives of the
other several U.S. Underwriters
named in Schedule II hereof.

PAINEWEBBER INCORPORATED

By:

Name:
Title:

MCDONALD & COMPANY SECURITIES, INC.

By:

Name:
Title:

-22-
<PAGE> 23
RONEY & CO.

By:

Name:
Title:

-23-
<PAGE> 24
SCHEDULE I

SELLING SHAREHOLDERS

Total Number of
Name of Selling U.S. Firm Shares
Shareholder to be Sold
--------------- ----------------

Internationale Nederlanden (U.S.)
Capital Corporation

Oppenheimer & Co., Inc.

Oppenheimer Horizon Partners, L.P.

Oppenheimer Institutional Horizon
Partners, L.P.

Oppenheimer International Horizon
Fund, Ltd.

The & Trust

S-1
<PAGE> 25
SCHEDULE II

UNDERWRITERS

Number of U.S. Firm Shares
Name to be Purchased

PaineWebber Incorporated

McDonald & Company Securities, Inc.

Roney & Co.

Total . . . . . . . . . . . . . . . . . . 6,626,440

S-2

<PAGE> 26
EXHIBIT A

LARIZZA INDUSTRIES, INC.

U.S. PRICE DETERMINATION AGREEMENT

April __, 1994

PAINEWEBBER INCORPORATED
MCDONALD & COMPANY SECURITIES, INC.
RONEY & CO.

As Representatives of the several U.S. Underwriters
c/o PaineWebber Incorporated
1285 Avenue of the Americas
New York, New York 10019

Dear Sirs:

Reference is made to the U.S. Underwriting Agreement, dated
April __, 1994 (the "U.S. Underwriting Agreement"), among Larizza Industries,
Inc., an Ohio corporation (the "Company"), the Selling Shareholders named in
Schedule I thereto or hereto (the "Selling Shareholders"), and the several U.S.
Underwriters named in Schedule II thereto or hereto (the "U.S. Underwriters"),
for whom PaineWebber Incorporated, McDonald & Company Securities, Inc. and
Roney & Co. are acting as representatives (the "Representatives"). The U.S.
Underwriting Agreement provides for the purchase by the U.S. Underwriters from
the Selling Shareholders, subject to the terms and conditions set forth
therein, of an aggregate of 6,626,440 shares (the "U.S. Firm Shares") of the
Company's common stock, no par value per share. This Agreement is the U.S.
Price Determination Agreement referred to in the U.S. Underwriting Agreement.

Pursuant to Section 1 of the U.S. Underwriting Agreement, the
undersigned agree with the Representatives as follows:

1. The public offering price per share for the U.S.
Firm Shares shall be $_______.

2. The purchase price per share for the U.S.
Firm Shares to be paid by the several U.S. Underwriters shall be $_______
representing an amount equal to the public offering price set forth above, less
$______ per share.

A-1

<PAGE> 27

The Company represents and warrants to each of the U.S.
Underwriters that the representations and warranties of the Company set forth
in Section 3 of the U.S. Underwriting Agreement are accurate as though
expressly made at and as of the date hereof.

The Selling Shareholders represent and warrant to each of the
U.S. Underwriters that the representations and warranties of the Selling
Shareholders set forth in Section 4 of the U.S. Underwriting Agreement are
accurate as though expressly made at and as of the date hereof.

As contemplated by the U.S. Underwriting Agreement, attached
as Schedule II is a completed list of the several U.S. Underwriters, which
shall be a part of this Agreement and the U.S. Underwriting Agreement.

THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

If the foregoing is in accordance with your understanding of
the agreement among the U.S. Underwriters, the Company and the Selling
Shareholders, please sign and return to the Company a counterpart hereof,
whereupon this instrument along with all counterparts and together with the
U.S. Underwriting Agreement shall be a binding agreement among the U.S.
Underwriters, the Company and the Selling Shareholders in accordance with its
terms and the terms of the U.S. Underwriting Agreement.

Very truly yours,

LARIZZA INDUSTRIES, INC.

By:______________________________
Name:
Title:

THE SELLING SHAREHOLDERS NAMED IN SCHEDULE I
TO THE U.S. UNDERWRITING AGREEMENT

By: The Committee

By:______________________________
Name:

A-2

<PAGE> 28
Confirmed as of the date
first above mentioned:

PAINEWEBBER INCORPORATED
MCDONALD & COMPANY SECURITIES, INC.
RONEY & CO.
Acting on behalf of themselves and as
the U.S. Representatives of the other
several U.S. Underwriters named in
Schedule II hereof.

PAINEWEBBER INCORPORATED

By:_________________________
Name:
Title:

MCDONALD & COMPANY SECURITIES, INC.

By:_________________________
Name:
Title:

RONEY & CO.

By:_________________________
Name:
Title:

A-3

<PAGE> 29
EXHIBIT B

POWER OF ATTORNEY

LARIZZA INDUSTRIES, INC.

Common Stock

[Names and Addresses of Committee]
<R/>

Dear Sirs:

The undersigned understands that Larizza Industries, Inc., an
Ohio corporation (the "Company"), has filed a registration statement (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Act"), in connection with the proposed public offering and sale by the
undersigned (the "Selling Shareholder") and certain other Selling Shareholders
of the Company's Common Stock, no par value per share (the "Common Stock").

The Selling Shareholder desires to sell certain shares of
Common Stock and to include such shares among the shares covered by the
Registration Statement. The number of shares of Common Stock which the
undersigned desires to sell (the "Shares") are set forth beneath the signature
of the Selling Shareholder below.

Concurrently with the execution and delivery of this Power of
Attorney, the undersigned is delivering to you, or requesting the Company to
deliver to you, certificates for the Shares, which you are authorized to
deposit with ____________, as custodian (the "Custodian"), pursuant to a
custody agreement in the form attached as Attachment A hereto (the "Custody
Agreement").

1. In connection with the foregoing, the Selling
Shareholder hereby makes, constitutes and appoints you collectively, and each
of you individually (a "Member") and each of your respective substitutes under
Section 3, the true and lawful attorneys-in-fact of the undersigned (the
Members or any of them or their respective substitutes, being herein referred
to collectively as the "Committee"), with full power and authority, in the name
and on behalf of the Selling Shareholder:

(a) To enter into the Custody Agreement and
deposit with the Custodian pursuant thereto the certificates for the Shares
delivered to the Committee concurrently herewith;

(b) For the purpose of effecting the sale of the
Shares, to execute and deliver (i) a U.S. Underwriting Agreement (the "U.S.
Underwriting Agreement"), by and among the Company, the other Selling
Shareholders and the representatives (the "Representatives"), selected by the
Company, of the several U.S. Underwriters (the "U.S. Underwriters"), (ii) a
U.S. Price Determination Agreement (as defined in the U.S. Underwriting
Agreement), by and among the Company, the other Selling Shareholders and the
Representatives of the several U.S. Underwriters, (iii) an international
Underwriting Agreement (the "International Underwriting Agreement"), by and
among the Company, the other Selling Shareholders and the managers (the
"Managers"), selected by the Company, of the several International Underwriters
(the "International Underwriters") and (iv) an International Price
Determination Agreement

B-1

<PAGE> 30

(as defined in the International Underwriting Agreement), by and among the
Company, the other Selling Shareholders and the Managers of the several
International Underwriters;

(c) To endorse, transfer and deliver certificates
for the Shares to or on the order of the Representatives or Managers, as the
case may be, or to their nominee or nominees, and to give such orders and
instructions to the Custodian as the Committee may in its sole discretion
determine with respect to (i) the transfer on the books of the Company of the
Shares in order to effect such sale (including the names in which new
certificates for such Shares are to be issued and the denominations thereof);
(ii) the delivery to or for the account of the Representatives or Managers, as
the case may be, of the certificates for the Shares against receipt by the
Custodian of the full purchase price to be paid therefor; (iii) the remittance
to the Selling Shareholder of the Selling Shareholder's share of the proceeds,
after payment of expenses described in the U.S. Underwriting Agreement or
International Underwriting Agreement, as the case may be, from any sale of
Shares; and (iv) the return to the Selling Shareholder of certificates
representing the number of Shares (if any) deposited with the Custodian but not
sold by the Selling Shareholder under the Registration Statement for any
reason;

(d) To retain White & Case as legal counsel for
the Selling Shareholders in connection with any and all matters referred to
herein;

(e) To take for the Selling Shareholder all steps
deemed necessary or advisable by the Committee in connection with the
registration of the Shares under the Act, including without limitation, filing
amendments to the Registration Statement, requesting acceleration of
effectiveness of the Registration Statement, advising the Securities and
Exchange Commission that the reason the Selling Shareholder is offering the
Shares for sale is to diversify the Selling Shareholder's investments and to
assist the Company in enlarging the public market for the Common Stock,
informing said Commission that the Selling Shareholder has no knowledge of any
material adverse information with regard to the current and prospective
operations of the Company which is not stated in the Registration Statement,
and such other steps as the Committee may in its absolute discretion deem
necessary or advisable;

(f) To make, acknowledge, verify and file on
behalf of the Selling Shareholder applications, consents to service of process
and such other undertakings or reports as may be required by law with state
commissioners or officers administering state securities or Blue Sky laws and
to take any other action required to facilitate the qualification of the Shares
under the securities or Blue Sky laws of the jurisdictions in which the Shares
are to be offered;

(g) If necessary, to endorse (in blank or
otherwise) on behalf of the Selling Shareholder the certificate or certificates
representing the Shares, or a stock power or powers attached to such
certificate or certificates; and

(h) To make, execute, acknowledge and deliver all
such other contracts, orders, receipts, notices, requests, instructions,
certificates, letters and other writings and, in general, to do all things and
to take all action which the Committee in its sole discretion may consider
necessary or proper in connection with or to carry out the aforesaid sale of
Shares, as fully as could the Selling Shareholder if personally present and
acting.

2. This Power of Attorney and all authority conferred
hereby is granted and conferred subject to and in consideration of the
interests of the Company, the Representatives, the U.S. Underwriters, the
Managers, the International Underwriters and the other Selling Shareholders
and, for the purpose of completing the transactions contemplated by this Power
of Attorney, this Power of Attorney and all authority conferred hereby shall be
irrevocable and shall not be terminated by any act of the Selling Shareholder
or by operation of law, whether by the death, disability, incapacity or

B-2

<PAGE> 31

liquidation of the Selling Shareholder or by the occurrence of any other event
or events (including, without limitation, the termination of any trust or
estate for which the Selling Shareholder is acting as a fiduciary or
fiduciaries), and if, after the execution hereof, the Selling Shareholder shall
die or become disabled or incapacitated or is liquidated, or if any other such
event or events shall occur before the completion of the transactions
contemplated by this Power of Attorney, the Committee shall nevertheless be
authorized and directed to complete all such transactions as if such death,
disability, incapacity, liquidation or other event or events had not occurred
and regardless of notice thereof.

3. Each Member shall have full power to make and
substitute any person in the place and stead of such Member, and the Selling
Shareholder hereby ratifies and confirms all that each Member or substitute or
substitutes shall do by virtue of these presents. All actions hereunder may be
taken by any one Member or his substitute. In the event of the death,
disability or incapacity of any Member, the remaining Member or Members shall
appoint a substitute therefor.

4. The Selling Shareholder hereby represents, warrants
and covenants that:

(a) All information furnished to the Company by
or on behalf of the Selling Shareholder for use in connection with the
preparation of the Registration Statement is and will be true and correct in
all material respects and does not and will not omit any material fact
necessary to make such information not misleading;

(b) The Selling Shareholder, having full right,
power and authority to do so, has duly executed and delivered this Power of
Attorney;

(c) The Selling Shareholder has carefully
reviewed the Registration Statement and will carefully review each amendment
thereto immediately upon receipt thereof from the Company and will promptly
advise the Company in writing if:

(i) The name and address of the Selling
Shareholder is not properly set forth in each United States
preliminary prospectus and international preliminary prospectus
(collectively, the "Preliminary Prospectus") contained in the
Registration Statement and the United States prospectus and
international prospectus (collectively, the "Prospectus") contained in
the Registration Statement at the time it becomes effective;

(ii) The Selling Shareholder has reason
to believe that (A) any information furnished to the Company by or on
behalf of the Selling Shareholder for use in connection with the
Registration Statement or the Prospectus or any Preliminary Prospectus
is not true and complete; and (B) any Preliminary Prospectus, the
Prospectus and any supplements thereto contain any untrue statement of
a material fact or omit to state any material fact required to be
stated therein or necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not
misleading;

(iii) The Selling Shareholder knows of any
material adverse information with regard to the current or prospective
operations of the Company or any of its subsidiaries which is not
disclosed in any Preliminary Prospectus, the Prospectus or the
Registration Statement; or

(iv) Except as indicated in the
Prospectus, the Selling Shareholder knows of any arrangements made or
to be made by any person, or of any transaction already effected, (A)
to limit or restrict the sale of shares of the Common Stock during the
period of the public distribution, (B) to stabilize the market for the
Common Stock or (C) for withholding commissions, or otherwise to hold
any other person responsible for the distribution of the Selling
Shareholder's participation;

B-3

<PAGE> 32

(d) In connection with the offering of the
Shares, the Selling Shareholder has not taken and will not take, directly or
indirectly, any action designed to, or which might reasonably be expected to,
cause or result in stabilization or manipulation of the price of the Shares to
facilitate the sale or resale of the Shares;

(e) The Selling Shareholder has not distributed
and will not distribute any prospectus or other offering material in connection
with the offering and sale of the Shares other than a Preliminary Prospectus, a
Prospectus or other material permitted by the Act;

(f) The Selling Shareholder will notify the
Company in writing immediately of any changes in the foregoing information
which should be made as a result of developments occurring after the date
hereof and prior to the Closing Date under each of the U.S. Underwriting
Agreement and the International Underwriting Agreement, and the Committee may
consider that there has not been any such development unless advised to the
contrary;

(g) The Selling Shareholder has, and at the time
of delivery of the Shares to the Representatives or Managers, as the case may
be, it will have, full power and authority to enter into this Power of
Attorney, to carry out the terms and provisions hereof and to make all the
representations, warranties and covenants contained herein; and

(h) This Power of Attorney is the valid and
binding agreement of the Selling Shareholder and is enforceable against the
Selling Shareholder in accordance with its terms.

5. The representations, warranties and covenants of the
Selling Shareholder in this Power of Attorney are made for the benefit of, and
may be relied upon by, the other Selling Shareholders, the Committee, the
Company and its counsel, and their representatives, agents and counsel, the
Custodian, the U.S. Underwriters, the International Underwriters, the
Representatives and the Managers.

6. The Committee shall be entitled to act and rely upon
any statement, request, notice or instructions respecting this Power of
Attorney given to it by the Selling Shareholder, not only as to the
authorization, validity and effectiveness thereof, but also as to the truth and
acceptability of any information therein contained.

It is understood that the Committee assumes no responsibility
or liability to any person other than to deal with the Shares deposited with it
and the proceeds from the sale of the Shares in accordance with the provisions
hereof. The Committee makes no representations with respect to and shall have
no responsibility for the Registration Statement, the Prospectus or any
Preliminary Prospectus nor, except as herein expressly provided, for any aspect
of the offering of Common Stock, and it shall not be liable for any error of
judgment or for any act done or omitted or for any mistake of fact or law
except for its own negligence or bad faith. The Selling Shareholder agrees to
indemnify the Committee for and to hold the Committee harmless against any
loss, claim, damage or liability incurred on its part arising out of or in
connection with it acting as the Committee under this Power of Attorney, as
well as the cost and expense of investigating and defending against any such
loss, claim, damage or liability, except to the extent such loss, claim, damage
or liability is due to the negligence or bad faith of the Member seeking
indemnification. The Selling Shareholder agrees that the Committee may consult
with counsel of its own choice (who may be counsel for the Company) and it
shall have full and complete authorization and protection for any action taken
or suffered by it hereunder in good faith and in accordance with the opinion of
such counsel.

B-4

<PAGE> 33

It is understood that the Committee may, without breaching any
express or implied obligation to the Selling Shareholder hereunder, release,
amend or modify any other Power of Attorney granted by any other Selling
Shareholder.

7. It is understood that the Committee shall serve
entirely without compensation.

8. This Power of Attorney shall be governed by and
construed in accordance with the laws of the State of New York.

This Power of Attorney may be signed in two or more
counterparts with the same effect as if the signature thereto and hereto were
upon the same instrument.

In case any provision in this Power of Attorney shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.

B-5

<PAGE> 34

This Power of Attorney shall be binding upon the Committee and
the Selling Shareholder and the heirs, legal representatives, distributees,
successors and assigns of the Selling Shareholder.

Dated: April , 1994
Very truly yours,

__________________________1/

__________________________*/
Signatures of Selling Shareholders

__________________________
(Address)

SHARES TO BE SOLD:
_______shares of Common Stock
ACKNOWLEDGED AND ACCEPTED:
THE COMMITTEE:

__________________________

__________________________
1/ To be signed in exactly the same manner as the shares are registered.

NOTE: SIGNATURES MUST BE NOTARIZED
Selling Shareholders should use the appropriate form for the state in
which they are located.

B-6

<PAGE> 35

Attachment A

CUSTODY AGREEMENT

CUSTODY AGREEMENT, dated April , 1994, among
___________________________, as Custodian (the "Custodian"), and the persons
listed on Annex I hereto (the "Selling Shareholders").

Larizza Industries, Inc., an Ohio corporation (the "Company"),
has filed a Registration Statement (the "Registration Statement") with the
Securities and Exchange Commission to register for sale to the public under the
Securities Act of 1933, as amended (the "Act"), shares of the Company's common
stock, no par value per share (the "Common Stock").

The shares to be covered by the Registration Statement shall
consist of (a) 8,283,040 shares of Common Stock (the "Shares") to be sold by
current shareholders of the Company (each a "Selling Shareholder" and
collectively the "Selling Shareholders") and (b) 1,240,000 shares of Common
Stock to be sold by the Company in the event of the exercise of the
over-allotment option.

Each of the Selling Shareholders has executed and delivered a
Power of Attorney (the "Power of Attorney") naming
_____________________________, ___________________________ and
________________________, and each of them, as his attorney-in-fact (the
"Committee"), for certain purposes, including the execution, delivery and
performance of this Agreement in his name, place and stead, in connection with
the proposed sale by each Selling Shareholder of the number of Shares set forth
opposite such Selling Shareholder's name in Annex I.

1. A custody arrangement is hereby established by the
Selling Shareholders with the Custodian with respect to the Shares, and the
Custodian is hereby instructed to act in accordance with this Agreement and any
amendments or supplements hereto authorized by the Committee.

2. There are herewith delivered to the Custodian, and
the Custodian hereby acknowledges receipt of, certificates representing the
Shares, which certificates have been endorsed in blank or are accompanied by
duly executed stock powers, in each case with all signatures guaranteed by a
commercial bank or trust company or by a member firm of the New York Stock
Exchange, Inc., the American Stock Exchange, Inc. or a member of the National
Association of Securities Dealers, Inc. Such certificates are to be held by
the Custodian for the account of the Selling Shareholders and are to be
disposed of by the Custodian in accordance with this Agreement.

3. The Custodian is authorized and directed by the
Selling Shareholders:

(a) To hold the certificates representing the Shares delivered by the
Selling Shareholders in its custody;

(b) On or immediately prior to the settlement
date for any Shares sold pursuant to the Registration Statement (the "Closing
Date"), to cause such Shares to be transferred on the books of the Company into
such names as the Custodian shall have been instructed by the

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<PAGE> 36

representatives (the "Representatives") of the several U.S. Underwriters (the
"U.S. Underwriters") or the managers (the "Managers") of the several
International Underwriters (the "International Underwriters"), as the case may
be; to cause to be issued, against surrender of the certificates for the
Shares, a new certificate or certificates for such Shares, free of any
restrictive legend, registered in such name or names; to deliver such new
certificates representing such Shares to the Representatives or Managers, as
instructed by the Representatives or Managers, as the case may be, on the
Closing Date for their account or accounts against full payment therefor; and
to give receipt for such payment;

(c) To disburse such payments in the following
manner: (i) to itself, as agent for the Selling Shareholders, a reserve amount
to be designated in writing by the Committee from which amount the Custodian
shall pay, as soon as reasonably practicable, (A) its reasonable charges and
disbursements for acting hereunder with respect to the sale of the Shares and
(B) any applicable stock transfer taxes; and (ii) to each Selling Shareholder
pursuant to the written instructions of the Committee, (A) on the Closing Date,
a sum equal to the share of the proceeds to which such Selling Shareholder is
entitled, as determined by the Committee, less the reserve amount designated by
any Committee, and (B) promptly after all proper charges, disbursements, costs
and expenses shall have been paid, any remaining balance of the amount reserved
under clause (i) above. Before making any payment from the amount reserved
under clause (i) above, except payments made pursuant to subclause (B) of
clause (ii) above, the Custodian shall request and receive the written approval
of the Committee.

4. Subject in each case to the indemnification
obligations set forth in Section 7, in the event Shares of any Selling
Shareholder are not sold prior to June 30, 1994, the Custodian shall deliver to
such Selling Shareholder as soon as practicable after such date, certificates
representing such Shares deposited by such Selling Shareholder. Certificates
returned to any Selling Shareholder shall be returned with any related stock
powers, and any new certificates issued to the Selling Shareholders with
respect to such Shares shall bear any appropriate legend reflecting the
unregistered status thereof under the Act.

5. This Agreement is for the express benefit of the
Company and the Selling Shareholders, the U.S. Underwriters, the
Representatives, the International Underwriters and the Managers. The
obligations and authorizations of the Selling Shareholders hereunder are
irrevocable and shall not be terminated by any act of any Selling Shareholder
or by operation of law, whether by the death, disability, incapacity or
liquidation of any Selling Shareholder or by the occurrence of any other event
or events (including, without limitation, the termination of any trust or
estate for which any Selling Shareholder is acting as a fiduciary or
fiduciaries), and if after the execution hereof any Selling Shareholder shall
die or become disabled or incapacitated or is liquidated, or if any other event
or events shall occur before the delivery of such Selling Shareholder's Shares
hereunder to the Representatives or the Managers, as the case may be, such
Shares shall be delivered to the Representatives or the Managers, as the case
may be, in accordance with the terms and conditions of this Agreement, as if
such event had not occurred, regardless of whether or not the Custodian shall
have received notice of such event.

6. Until payment of the purchase price for the Shares
has been made to the Selling Shareholders or to the Custodian, the Selling
Shareholders shall remain the owner of (and shall retain the right to receive
dividends and distributions on, and to vote) the number of Shares delivered by
each of them to the Custodian hereunder. Until such payment in full has been
made or until the offering of Shares has been terminated, each Selling
Shareholder agrees that it will not give, sell, pledge, hypothecate, grant any
lien on, transfer, deal with or contract with respect to the Shares and any
interests therein.

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<PAGE> 37

7. The Custodian shall assume no responsibility to any
person other than to deal with the certificates for the Shares and the proceeds
from the sale of the Shares represented thereby in accordance with the
provisions hereof, and the Selling Shareholders, severally and not jointly,
hereby agree to indemnify the Custodian for and to hold the Custodian harmless
against any and all losses, claims, damages or liabilities incurred on its part
arising out of or in connection with it acting as the Custodian pursuant
hereto, as well as the cost and expenses of investigating and defending any
such losses, claims, damages or liabilities, except to the extent such losses,
claims, damages or liabilities are due to the negligence or bad faith of the
Custodian. The Selling Shareholders agree that the Custodian may consult with
counsel of its own choice (who may be counsel for the Company), and the
Custodian shall have full and complete authorization and protection for any
action taken or suffered by the Custodian hereunder in good faith and in
accordance with the opinion of such counsel.

8. Each of the Selling Shareholders, jointly and not
severally, hereby represents and warrants that: (a) it has, and at the time of
delivery of its Shares to the Representatives or the Managers, as the case may
be, it will have, full power and authority to enter into this Agreement and the
Power of Attorney, to carry out the terms and provisions hereof and thereof and
to make all of the representations, warranties and agreements contained herein
and therein; and (b) this Agreement and the Power of Attorney are the valid and
binding agreement of such Selling Shareholder and are enforceable against such
Selling Shareholder in accordance with their respective terms.

9. The Custodian's acceptance of this Agreement by the
execution hereof shall constitute an acknowledgement by the Custodian of the
authorization herein conferred and shall evidence the Custodian's agreement to
carry out and perform this Agreement in accordance with its terms.

10. The Custodian shall be entitled to act and rely upon
any statement, request, notice or instruction with respect to this Agreement
given to it on behalf of each of the Selling Shareholders if the same shall be
made or given to the Custodian by the Committee, not only as to the
authorization, validity and effectiveness thereof, but also as to the truth and
acceptability of any information therein contained.

AT-3

<PAGE> 38

11. This Agreement may be executed in two or more
counterparts with the same effect as if the signatures thereto and hereto were
upon the same instrument. Execution by the Custodian of one counterpart hereof
and its delivery thereof to the Committee shall constitute the valid execution
of this Agreement by the Custodian.

12. This Agreement shall be binding upon the Custodian,
each of the Selling Shareholders and the respective heirs, legal
representatives, distributees, successors and assigns of the Selling
Shareholders.

13. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.

14. Any notice given pursuant to this Agreement shall be
deemed given if in writing and delivered in person, or if given by telephone or
telegraph if subsequently confirmed by letter: (i) if to a Selling
Shareholder, to his address set forth in Annex I; and (ii) if to the Custodian,
to it at ___________________.

IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first above written.

_____________________________________

_____________________________________,

as Custodian

THE SELLING SHAREHOLDERS LISTED IN
ANNEX I HERETO:

By: The Committee

By:___________________________

Name:
Title:

AT-4
<PAGE> 39

Annex I

<TABLE>
<CAPTION>
Names and Addresses of U.S. Firm
Selling Shareholders Shares to be Sold
- ---------------------- -----------------
<S> <C>
Internationale Nederlanden (U.S.) Capital Corporation 5,176,900
135 East 57th Street
New York, New York 10022

Oppenheimer & Co., Inc. 47,243
Oppenheimer Tower
One World Financial Center
New York, New York 10281

Oppenheimer Horizon Partners, L.P. 1,429,751
c/o Oppenheimer & Co., Inc.
Oppenheimer Tower
One World Financial Center
New York, New York 10281

Oppenheimer Institutional Horizon Partners, L.P. 1,386,468
c/o Oppenheimer & Co, Inc.
Oppenheimer Tower
One World Financial Center
New York, New York 10281

Oppenheimer International Horizon Fund, Ltd. 139,981
c/o CITCO
CITCO Building
Wickhams Cay
P.O. Box 662
Road Town, Tortola
British Virgin Islands

The & Trust 102,697
c/o Oppenheimer & Co., Inc.
Oppenheimer Tower
One World Financial Center
New York, New York 10281

---------

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,283,040
---------
---------
</TABLE>

AT-5
<PAGE> 40
EXHIBIT C

April __, 1994

PAINEWEBBER INCORPORATED
MCDONALD & COMPANY SECURITIES, INC.
RONEY & CO.
As Representatives of the
several U.S. Underwriters
c/o PaineWebber Incorporated
1285 Avenue of the Americas
New York, New York 10019

PAINEWEBBER INTERNATIONAL (U.K.) LTD.
MCDONALD & COMPANY SECURITIES, INC.
As Managers of the several
International Underwriters
c/o PaineWebber International (U.K.) Ltd.
1 Finsbury Avenue
London ECZM 2PA ENGLAND

Dear Sirs:

In consideration of the agreement of (i) the several U.S.
Underwriters, for which PaineWebber Incorporated, McDonald & Company
Securities, Inc. and Roney & Co. (the "Representatives") intend to act as
Representatives and (ii) the several international Underwriters, for which
PaineWebber International (U.K.) Ltd. and McDonald & Company Securities, Inc.
(the "Managers") intend to act as Managers, to underwrite a proposed public
offering (the "Offering") of 8,283,040 shares of Common Stock, no par value
per share (the "Common Stock"), of Larizza Industries, Inc., an Ohio
corporation, as contemplated by a registration statement with respect to such
shares filed with the Securities and Exchange Commission on Form S-1
(Registration No. 033-52641), the undersigned hereby agrees that the
undersigned will not, for a period of 90 days after the commencement of the
public offering of such shares, without the prior written consent of
PaineWebber Incorporated, offer to sell, sell, contract to sell or otherwise
dispose of any shares of Common Stock.

Very truly yours,

By:________________________

Print Name: ________________________

C-1
<PAGE> 41
EXHIBIT D

Form of opinion of
Counsel to the Company

1. The Company and each of its subsidiaries is a
corporation duly organized, validly existing and in good standing under the
laws of the jurisdiction of its incorporation, is duly licensed or qualified to
do business and is in good standing as a foreign corporation in all
jurisdictions in which the nature of the activities conducted by it or the
character of the assets owned or leased by it makes such license or
qualification necessary, has full corporate power and authority to conduct all
the activities conducted by it, to own or lease all the assets owned or leased
by it and to conduct its business as described in the Registration Statement
and the Prospectus and has all governmental licenses, permits, consents,
orders, approvals and other authorizations necessary to carry on its business
as contemplated in the Prospectus. The Company is the sole record and
beneficial owner of all of the capital stock of each of its subsidiaries.

2. All of the outstanding shares of Common Stock have
been, and the Shares, when paid for by the U.S. Underwriters and International
Underwriters in accordance with the terms of the Agreement and the
International Underwriting Agreement, will be, duly authorized, validly issued,
fully paid and nonassessable and will not be subject to any preemptive or
similar right.

3. No consent, approval, authorization or order of, or
any filing or declaration with, any court or governmental agency or body is
required in connection with the authorization, issuance, transfer, sale or
delivery of the Shares by the Company, in connection with the execution,
delivery and performance of the Agreement or the International Underwriting
Agreement by the Company or in connection with the taking by the Company of any
action contemplated thereby, except such as have been obtained under the Act
and the Rules and Regulations and such as may be required by the by-laws and
rules of the NASD in connection with the purchase and distribution by the U.S.
Underwriters and International Underwriters of the Shares. All references in
this opinion to the Agreement and the International Underwriting Agreement
shall include the U.S. Price Determination Agreement and the International
Price Determination Agreement, respectively.

4. The authorized and outstanding capital stock of the
Company is as set forth in the Registration Statement and the Prospectus. The
description of the Common Stock contained in the Prospectus conforms to the
terms thereof contained in the Company's articles of incorporation.

5. The Registration Statement and the Prospectus comply
in all material respects as to form with the requirements of the Act and the
Rules and Regulations (except that we express no opinion as to financial
statements, schedules and other financial data contained in the Registration
Statement or the Prospectus.

6. We have participated in the preparation of the
Registration Statement and the Prospectus and nothing has come to our attention
which has caused us to believe that, both as of the Effective Date and as of
the Closing Date and the Option Closing Date, the Registration Statement, or
any amendment thereto, contained or contains any untrue statement of a material
fact or omitted or omits to state a material fact required to be stated therein
or necessary to make the statements therein not

D-1
<PAGE> 42
misleading or that any Prospectus or any amendment or supplement thereto, at
the time such Prospectus was issued, at the time any such amended or
supplemented Prospectus was issued, at the Closing Date and the Option Closing
Date, contained or contains any untrue statement of a material fact or omitted
or omits to state a material fact necessary in order to make the statements
therein, in the light of the circumstances in which they were made, not
misleading (except that we express no opinion as to financial statements,
schedules and other financial data contained in the Registration Statement or
the Prospectus.

7. The Registration Statement has become effective under
the Act and, to the best of our knowledge, no order suspending the
effectiveness of the Registration Statement has been issued and no proceeding
for that purpose has been instituted or is threatened, pending or contemplated.

8. We have reviewed all contracts, instruments or other
documents referred to in the Registration Statement and the Prospectus and such
contracts, instruments or other documents are fairly summarized or disclosed
therein, and filed as exhibits thereto as required, and, after due inquiry, we
do not know of any contracts, instruments or other documents required to be so
summarized or disclosed or filed which have not been so summarized or disclosed
or filed.

9. All descriptions in the Prospectus of statutes,
regulations or legal or governmental proceedings are accurate and fairly
present the information required to be shown.

10. The Company has full corporate power and authority to
enter into the Agreement and the International Underwriting Agreement, and each
of the Agreement and the International Underwriting Agreement has been duly
authorized, executed and delivered by the Company, is a valid and binding
agreement of the Company and, except for the indemnification and contribution
provisions thereof, as to which we express no opinion, and subject to
applicable bankruptcy laws, is enforceable against the Company in accordance
with the terms thereof.

11. The execution and delivery of the Agreement and the
International Underwriting Agreement by the Company, the consummation by the
Company of the transactions therein contemplated and the compliance by the
Company with the terms of the Agreement and the International Underwriting
Agreement do not and will not result in the creation or imposition of any lien,
charge or encumbrance upon any of the assets of the Company or any of its
subsidiaries pursuant to the terms or provisions of, or result in a breach or
violation of any of the terms or provisions of, or constitute a default or
result in the acceleration of any obligation under, the articles of
incorporation or by-laws of the Company or any of its subsidiaries, any
indenture, mortgage, deed of trust, voting trust agreement, loan agreement,
bond, debenture, note agreement or other evidence of indebtedness, lease,
contract or other agreement or instrument known to us to which the Company or
any of its subsidiaries is a party or by which it or any of its properties is
bound or affected, or any judgment, ruling, decree, order, statute, rule or
regulation of any court or other governmental agency or body applicable to the
business or properties of the Company or any of its subsidiaries (except that
we express no opinion as to the securities or Blue Sky laws of any jurisdiction
other than the United States).

12. Delivery of certificates for the Shares will transfer
valid and marketable title thereto to each U.S. Underwriter and International
Underwriter that has purchased such Shares in good faith and we are not aware,
after due inquiry, of any adverse claim with respect thereto, and such Shares
are free and clear of all liens, encumbrances and claims.

13. We know of no actions, suits or proceedings pending
or threatened against or affecting the Company or any of its subsidiaries or
the business, properties, business prospects, condition (financial or
otherwise) or results of operations of the Company or any of its subsidiaries,
or any of their

D-2
<PAGE> 43
respective officers in their capacities as such, before or by any Federal or
state or foreign court, commission, regulatory body, administrative agency or
other governmental body, wherein an unfavorable ruling, decision or finding
might materially and adversely affect the Company or any of its subsidiaries or
its business, properties, business prospects, condition (financial or
otherwise) or results of operations, except as set forth in or contemplated by
the Registration Statement and the Prospectus.

14. To the best of our knowledge, neither the Company nor
any of its subsidiaries is in violation of its articles of incorporation,
by-laws or other charter documents or in default (nor has an event occurred
which with notice or lapse of time or both would constitute a default or
acceleration) in the performance of any obligation, agreement or condition
contained in any indenture, mortgage, deed of trust, voting trust agreement,
loan agreement, bond, debenture, note agreement or other evidence of
indebtedness, lease, contract or other agreement or instrument known to us to
which the Company or any of its subsidiaries is a party or by which it or its
properties is bound or affected and neither the Company nor any of its
subsidiaries is in violation of any judgment, ruling, decree, order,
franchise, license or permit known to us or any statute, rule or regulation of
any court or other governmental agency or body applicable to the business or
properties of the Company or any of its subsidiaries, which violation or
default might have a material adverse effect on the business, properties,
business prospects, condition (financial or otherwise) or results of
operations of the Company or any of its subsidiaries.

15. The Company is not an "investment company" or an
"affiliated person" of, or "promoter" or "principal underwriter" for, an
"investment company," as such terms are defined in the Investment Company Act
of 1940, as amended.

16. The Shares have been duly authorized for listing by
the American Stock Exchange upon official notice of issuance.

In rendering the foregoing opinion, counsel may rely, to the
extent they deem such reliance proper, on the opinions (in form and substance
reasonably satisfactory to U.S. Underwriters' counsel) of other counsel
reasonably acceptable to U.S. Underwriters' counsel as to matters governed by
the laws of jurisdictions other than the United States and the State of Ohio,
and as to matters of fact, upon certificates of officers of the Company, the
Selling Shareholders and of government officials; provided that such counsel
shall state that the opinion of any other counsel is in form satisfactory to
such counsel and, in such counsel's opinion, such counsel and the
Representatives and the Managers are justified in relying on such opinions of
other counsel. Copies of all such opinions and certificates shall be furnished
to counsel to the U.S. Underwriters on the Closing Date.

D-3
<PAGE> 44
EXHIBIT E

Form of Opinion
of Counsel to the
Selling Shareholders

1. Each of the Selling Shareholders has full power and
authority to enter into the Agreement, the International Underwriting Agreement
and the Agreement and Power of Attorney and to sell, transfer and deliver such
Shares pursuant to the Agreement, the International Underwriting Agreement and
the Agreement and Power of Attorney. All authorizations and consents
necessary for the execution and delivery of the Agreement, the International
Underwriting Agreement and the Agreement and Power of Attorney on behalf of
each of the Selling Shareholders has been given. The delivery of the Shares on
behalf of the Selling Shareholders pursuant to the terms of the Agreement and
the International Underwriting Agreement and payment therefor by the U.S.
Underwriters or International Underwriters, as the case may be, will transfer
good and marketable title to the Shares to the several U.S. Underwriters or
several International Underwriters, as the case may be, purchasing the Shares,
free and clear of all liens, encumbrance and claims whatsoever.

2. Each of the Agreement, the International Underwriting
Agreement and the Agreement and Power of Attorney has been duly authorized,
executed and delivered by or on behalf of each of the Selling Shareholders, is
a valid and binding agreement of each Selling Shareholder and, except for the
indemnification and contribution provisions of the Agreement and the
International Underwriting Agreement and subject to applicable bankruptcy laws,
the Agreement, the International Underwriting Agreement and the Agreement and
Power of Attorney are enforceable against the Selling Shareholders in
accordance with the terms thereof.

3. No consent, approval, authorization or order of, or
any filing or declaration with, any court or governmental agency or body is
required in connection with the authorization, issuance, transfer, sale or
delivery of the Shares by or on behalf of the Selling Shareholders, in
connection with the execution, delivery and performance of the Agreement, the
International Underwriting Agreement and the Agreement and Power of Attorney by
or on behalf of the Selling Shareholders or in connection with the taking by or
on behalf of the Selling Shareholders of any action contemplated thereby,
except such as have been obtained under the Act or the Rules and Regulations
and such as may be required by the by-laws and rules of the NASD in connection
with the purchase and distribution by the U.S. Underwriters or International
Underwriters, as the case may be, of the Shares to be sold by the Selling
Shareholders.

4. The execution and delivery of the Agreement, the
International Underwriting Agreement and the Agreement and Power of Attorney by
the Selling Shareholders, the consummation by the Selling Shareholders of the
transactions therein contemplated and the compliance by the Selling
Shareholders with the terms thereof do not and will not result in the creation
or imposition of any lien, charge or encumbrance upon any of the assets of the
Selling Shareholders pursuant to the terms or provisions of, or result in a
breach or violation of any of the terms or provisions of, or constitute a
default under or result in the acceleration of any obligation under, the
certificate of incorporation or by-laws of any corporate Selling Shareholder,
any indenture, mortgage, deed of trust, voting trust agreement, loan agreement,
bond, debenture, note agreement or other evidence of indebtedness, lease,
contract or

E-1
<PAGE> 45
other agreement or instrument known to us to which any Selling Shareholder is a
party or by which it or any of its properties is bound or affected, or any
statute, judgment, ruling, decree, order, rule or regulation of any court or
other governmental agency or body applicable to any Selling Shareholder (except
that we express no opinion to the securities or Blue Sky laws of any
jurisdiction other than the United States).

5. There are no transfer or similar taxes payable in
connection with the sale and delivery of the Shares by the Selling Shareholders
to the several U.S. Underwriters or International Underwriters, as the case may
be, except as specified in such opinion.

In rendering the foregoing opinion, counsel may rely, to the
extent they deem such reliance proper, on the opinions (in form and substance
reasonably satisfactory to U.S. Underwriters' counsel) of other counsel
reasonably acceptable to U.S Underwriters' counsel as to matters governed by
the laws of jurisdictions other than the United States and the State of
[specify], and as to matters of fact, upon certificates of the Selling
Shareholders and of government officials; provided that such counsel shall
state that the opinion of any other counsel is in form satisfactory to such
counsel and, in such counsel's opinion, such counsel and the Representatives
and the Managers are justified in relying on such opinions of other counsel.
Copies of all such opinions and certificates shall be furnished to counsel to
the U.S. Underwriters on the Closing Date.

E-2

<PAGE> 1
EXHIBIT 1.2

OGF&R DRAFT
3/16/94

1,656,600 Shares

LARIZZA INDUSTRIES, INC.

Common Stock

UNDERWRITING AGREEMENT

(International Version)

April ___, 1994

PAINEWEBBER INTERNATIONAL (U.K.) LTD.
MCDONALD & COMPANY SECURITIES, INC.
As Managers of the several
International Underwriters
c/o PaineWebber International (U.K.) LTD.
1 Finsbury Avenue
London EC2M 2PA England

Dear Sirs:

The persons named in Schedule I (the "Selling Shareholders") propose to sell
an aggregate of 1,656,600 shares (the "International Shares") of the Company's
Common Stock, no par value per share (the "Common Stock"), which shares are to
be sold by the Selling Shareholders in the respective amounts set forth
opposite their respective names in Schedule I, in each case to you and to the
several other International Underwriters named in Schedule II hereto
(collectively, the "International Underwriters"), for whom you are acting as
managers (the "Managers"), in connection with the offering and sale of such
shares of Common Stock outside the United States and Canada to persons other
than United States and Canadian Persons (as hereinafter defined).

It is understood that the Company and the Selling Shareholders are
concurrently entering into an agreement (the "U.S. Underwriting Agreement")
providing for the sale by the Company and the Selling Shareholders of an
aggregate of 7,866,440 shares of Common Stock, including the over-allotment
option described therein (the "U.S. Shares"), through arrangements with certain
underwriters in the United States (the "U.S. Underwriters"), for whom
PaineWebber Incorporated, McDonald & Company Securities, Inc. and Roney & Co.
are acting as representatives, in connection with the offering and sale of such
shares of Common Stock in the United States to United States Persons. As used
herein, "United States or Canadian Person" shall mean any individual who is
resident in the United States or Canada or any corporation, pension,
profit-sharing

<PAGE> 2
or other trust or other entity organized under or governed by the laws of the
United States or Canada or of any political subdivision thereof (other than the
foreign branch of the United States or Canadian Person), and shall include any
United States or Canadian branch of a person other than a United States or
Canadian Person; and "United States" shall mean the United States of America,
its territories, possessions and all areas subject to its jurisdiction. This
Agreement incorporates by reference certain provisions from the U.S.
Underwriting Agreement (including the definitions of terms used therein which
are also used herein) and, in general, all such provisions (and defined terms)
shall be applied mutatis mutandis as if the incorporated provisions were set
forth in full herein having regard to their context in this Agreement as
opposed to the U.S. Underwriting Agreement.

The public offering price per share for the International Shares and the
purchase price per share for the International Shares to be paid by the several
International Underwriters shall be agreed upon by the Company, the Selling
Shareholders and the Managers, acting on behalf of the several International
Underwriters, and such agreement shall be set forth in a separate written
instrument substantially in the form of Exhibit A hereto (the "International
Price Determination Agreement"). The International Price Determination
Agreement may take the form of an exchange of any standard form of written
telecommunication among the Company, the Selling Shareholders and the Managers
and shall specify such applicable information as is indicated in Exhibit A
hereto. The offering of the International Shares will be governed by this
Agreement, as supplemented by the International Price Determination Agreement.
From and after the date of the execution and delivery of the International
Price Determination Agreement, this Agreement shall be deemed to incorporate,
and, unless the context otherwise indicates, all references contained herein to
"this Agreement" and to the phrase "herein" shall be deemed to include the
International Price Determination Agreement. The public offering price per
share and the purchase price per share for the U.S. Shares to be paid by the
several U.S. Underwriters pursuant to the U.S. Underwriting Agreement shall be
set forth in a separate agreement (the "U.S. Price Determination Agreement"),
the form of which is attached to the U.S. Underwriting Agreement. From and
after the date of the execution and delivery of the U.S. Price Determination
Agreement, unless the context otherwise indicates, all references contained
herein to the "U.S. Underwriting Agreement" shall be deemed to include the U.S.
Price Determination Agreement. The purchase price per share for the U.S.
Shares to be paid by the several U.S. Underwriters shall be identical to the
purchase price per share for the International Shares to be paid by the several
International Underwriters hereunder.

Each Selling Shareholder has executed and delivered a Custody Agreement and
a Power of Attorney in the form attached as Exhibit B to the U.S. Underwriting
Agreement pursuant to which each Selling Shareholder has placed his
International Shares in custody and appointed the persons designated therein as
a committee (the "Committee") with authority to execute and deliver this
Agreement on behalf of such Selling Shareholder and to take certain other
actions with respect thereto and hereto.

-2-
<PAGE> 3
The Company and the Selling Shareholders confirm as follows their respective
agreements with the Managers and the several other International Underwriters.

1. Agreement to Sell and Purchase.

(a) On the basis of the respective representations, warranties and
agreements of the Company and the Selling Shareholders herein contained and
subject to all the terms and conditions of this Agreement, (i) each of the
Selling Shareholders, severally and not jointly, agree to sell to the several
International Underwriters and (ii) each of the International Underwriters,
severally and not jointly, agrees to purchase from the Selling Shareholders at
the purchase price per share for the International Shares to be agreed upon by
the Managers, the Company and the Selling Shareholders in accordance with
Section 1(c) or 1(d) and set forth in the International Price Determination
Agreement, the number of International Shares set forth opposite the name of
such International Underwriter in Schedule II, plus such additional number of
International Shares which such International Underwriter may become obligated
to purchase pursuant to Section 9 hereof. If the Company elects to rely on
Rule 430A (as hereinafter defined), Schedule II may be attached to the
International Price Determination Agreement.

(b) If the Company has elected not to rely on Rule 430A, the public
offering price per share for the International Shares and the purchase price
per share for the International Shares to be paid by the several International
Underwriters shall be agreed upon and set forth in the International Price
Determination Agreement, which shall be dated the date hereof, and an amendment
to the Registration Statement (as hereinafter defined) containing such per
share price information shall be filed before the Registration Statement
becomes effective.

(c) If the Company has elected to rely on Rule 430A, the public offering
price per share for the International Shares and the purchase price per share
for the International Shares to be paid by the several International
Underwriters shall be agreed upon and set forth in the International Price
Determination Agreement. In the event that the International Price
Determination Agreement has not been executed by the close of business on the
fourth business day following the date on which the Registration Statement
becomes effective, this Agreement shall terminate forthwith, without liability
of any party to any other party except that Section 7 shall remain in effect.

2. Delivery and Payment. Delivery of the International Shares shall be
made to the Managers for the accounts of the International Underwriters against
payment of the purchase price by certified or official bank checks payable in
New York Clearing House (next-day) funds to the order of the Committee at the
office of PaineWebber Incorporated, 1285 Avenue of the Americas, New York, New
York 10019. Such payment will be made at 10:00 a.m., New York City time, on
the fifth business day following the date of this Agreement, or, if the Company
has elected to rely on Rule 430A, the fifth business day after the date on
which the first bona fide offering of the International Shares is made by the
International Underwriters, or at such time on such other date, not later than
seven business days after the date of this Agreement, as may be agreed upon by
the Company and the Managers (such date is hereinafter referred to as the
"Closing Date").

Certificates evidencing the International Shares shall be in definitive form
and shall be registered in such names and in such denominations as the Managers
shall request at least two business days prior to the Closing Date by written
notice to the Company. For the purpose of expe-

-3-
<PAGE> 4
diting the checking and packaging of certificates for the International Shares,
the Company agrees to make such certificates available for inspection at least
24 hours prior to the Closing Date.

The cost of tax stamps, if any, in connection with the sale of the
International Shares by the Selling Shareholders shall be borne by the Selling
Shareholders. The Selling Shareholders will pay and save each International
Underwriter and any subsequent holder of the International Shares harmless from
any and all liabilities with respect to or resulting from any failure or delay
in paying Federal and state stamp and other transfer taxes, if any, which may
be payable or determined to be payable in connection with the sale to such
International Underwriter of the International Shares.

3. Representations and Warranties of the Company. The Company hereby makes
to each International Underwriter the same representations and warranties as
are set forth in Section 3 of the U.S. Underwriting Agreement, which Section is
hereby incorporated herein by reference.

4. Representations and Warranties of the Selling Shareholders. Each
Selling Shareholder, severally and not jointly, hereby makes to each
International Underwriter the same representations and warranties as are set
forth in Section 4 of the U.S. Underwriting Agreement, which Section is hereby
incorporated herein by reference.

5. Agreements of the Company and the Selling Shareholders. The Company and
the Selling Shareholders, severally and not jointly, hereby make the same
agreements with the several International Underwriters as the Company and the
Selling Shareholders make in Section 5 of the U.S. Underwriting Agreement,
which Section is hereby incorporated herein by reference.

6. Conditions of the Obligations of the International Underwriters. The
obligations of each International Underwriter hereunder are subject to each of
the conditions set forth in Section 6 of the U.S. Underwriting Agreement, which
Section is hereby incorporated herein by reference, and the additional
condition that the closing of the purchase and sale of the U.S. Shares pursuant
to the U.S. Underwriting Agreement shall occur concurrently with the closing of
the purchase and sale of the International Shares hereunder.

7. Indemnification.

(a) The Company will indemnify and hold harmless each International
Underwriter, the directors, officers, employees and agents of each
International Underwriter and each person, if any, who controls each
International Underwriter within the meaning of Section 15 of the Act or
Section 20 of the Exchange Act, from and against any and all losses, claims,
liabilities, expenses and damages (including any and all investigative, legal
and other expenses reasonably incurred in connection with, and any amount paid
in settlement of, any action, suit or proceeding or any claim asserted), to
which they, or any of them, may become subject under the Act, the Exchange Act
or other Federal or state statutory law or regulation, at common law or
otherwise, insofar as such losses, claims, liabilities, expenses or damages
arise out of or are based on any untrue statement or alleged untrue statement
of a material fact contained in any preliminary prospectus, the Registration
Statement or the Prospectus or any amendment or supplement to the Registration
Statement or the Prospectus, or the omission or alleged omission to state in
such document a material fact required to be stated in it or necessary to make
the statements in it not

-4-
<PAGE> 5
misleading, provided that the Company will not be liable to the extent that
such loss, claim, liability, expense or damage arises from the sale of the
International Shares in the public offering to any person by an International
Underwriter and is based on an untrue statement or omission or alleged untrue
statement or omission made in reliance on and in conformity with information
relating to any International Underwriter furnished in writing to the Company
by the Managers on behalf of any International Underwriter expressly for
inclusion in the Registration Statement, the International Preliminary
Prospectus or the International Prospectus. For all purposes of this
Agreement, the amounts of the selling concession and the reallowance set forth
in the Prospectus constitute the only information relating to any International
Underwriter furnished in writing to the Company by the Managers on behalf of
the International Underwriters expressly for inclusion in the Registration
Statement, the International Preliminary Prospectus or the International
Prospectus. This indemnity agreement will be in addition to any liability that
the Company might otherwise have.

(b) The Company will indemnify and hold harmless each of the Selling
Shareholders, the directors, officers, employees and agents of each Selling
Shareholder and each person, if any, who controls each Selling Shareholder
within the meaning of Section 15 of the Act or Section 20 of the Exchange Act,
from and against any and all losses, claims, liabilities, expenses and damages
(including any and all investigative, legal and other expenses reasonably
incurred in connection with, and any amount paid in settlement of, any action,
suit or proceeding or any claim asserted), to which they, or any of them, may
become subject under the Act, the Exchange Act or other Federal or state
statutory law or regulation, at common law or otherwise, insofar as such
losses, claims, liabilities, expenses or damages arise out of or are based on
any untrue statement or alleged untrue statement of a material fact contained
in any preliminary prospectus, the Registration Statement or the Prospectus or
any amendment or supplement to the Registration Statement or the Prospectus, or
the omission or alleged omission to state in such document a material fact
required to be stated in it or necessary to make the statements in it not
misleading, provided that the Company will not be liable to the extent that
such loss, claim, liability, expense or damage arises from the sale of the
International Shares in the public offering to any person by an International
Underwriter and is based on an untrue statement or omission or alleged untrue
statement or omission made in reliance on and in conformity with information
relating to the Selling Shareholders furnished in writing to the Company by the
Selling Shareholders expressly for inclusion in the Registration Statement, the
International Preliminary Prospectus or the International Prospectus. This
indemnity agreement will be in addition to any liability that the Company might
otherwise have.

(c) The Selling Shareholders, severally and not jointly, will indemnify
and hold harmless each International Underwriter, the Company, the directors,
officers, employees and agents of each International Underwriter and the
Company and each person, if any, who controls each International Underwriter or
the Company within the meaning of Section 15 of the Act or Section 20 of the
Exchange Act, from and against any and all losses, claims, liabilities,
expenses and damages (including any and all investigative, legal and other
expenses reasonably incurred in connection with, and any amount paid in
settlement of, any action, suit or proceeding or any claim asserted), to which
they, or any of them, may become subject under the Act, the Exchange Act or
other Federal or state statutory law or regulation, at common law or otherwise,
insofar as such losses, claims, liabilities, expenses or damages arise out of
or are based on any untrue statement or alleged untrue statement of a material
fact contained in any preliminary prospectus, the Registration Statement or the
Prospectus or any amendment or supplement to the Registration Statement or the
Prospectus, or the omission or alleged omission to state in such document a
material fact required to be stated in it or necessary to make the statements
in it not misleading, provided that the Selling

-5-

<PAGE> 6
Shareholders will be liable only to the extent that such loss, claim,
liability, expense or damage arises out of or is based on an untrue statement
or omission or alleged untrue statement or omission made in reliance on and in
conformity with information relating to the Selling Shareholders furnished in
writing to the Company by the Selling Shareholders expressly for inclusion in
the Registration Statement, the International Preliminary Prospectus or the
International Prospectus. This indemnity agreement will be in addition to any
liability that the Selling Shareholders might otherwise have.

(d) Each International Underwriter will indemnify and hold harmless the
Company, the Selling Shareholders, each person, if any, who controls the
Company or the Selling Shareholders within the meaning of Section 15 of the Act
or Section 20 of the Exchange Act, each director of the Company and each
officer of the Company who signs the Registration Statement to the same extent
as the foregoing indemnities from each of the Company and the Selling
Shareholders to each International Underwriter, but only insofar as losses,
claims, liabilities, expenses or damages arise out of or are based on any
untrue statement or omission or alleged untrue statement or omission made in
reliance on and in conformity with information relating to any International
Underwriter furnished in writing to the Company by the Managers on behalf of
such International Underwriter expressly for use in the Registration Statement,
the International Preliminary Prospectus or the International Prospectus. This
indemnity will be in addition to any liability that each International
Underwriter might otherwise have.

(e) Any party that proposes to assert the right to be indemnified under
this Section 7 will, promptly after receipt of notice of commencement of any
action against such party in respect of which a claim is to be made against an
indemnifying party or parties under this Section 7, notify each such
indemnifying party of the commencement of such action, enclosing a copy of all
papers served, but the omission so to notify such indemnifying party will not
relieve it from any liability that it may have to any indemnified party under
the foregoing provisions of this Section 7 unless, and only to the extent that,
such omission results in the forfeiture of substantive rights or defenses by
the indemnifying party. If any such action is brought against any indemnified
party and it notifies the indemnifying party of its commencement, the
indemnifying party will be entitled to participate in and, to the extent that
it elects by delivering written notice to the indemnified party promptly after
receiving notice of the commencement of the action from the indemnified party,
jointly with any other indemnifying party similarly notified, to assume the
defense of the action, with counsel satisfactory to the indemnified party, and
after notice from the indemnifying party to the indemnified party of its
election to assume the defense, the indemnifying party will not be liable to
the indemnified party for any legal or other expenses except as provided below
and except for the reasonable costs of investigation subsequently incurred by
the indemnified party in connection with the defense. The indemnified party
will have the right to employ its own counsel in any such action, but the fees,
expenses and other charges of such counsel will be at the expense of such
indemnified party unless (1) the employment of counsel by the indemnified party
has been authorized in writing by the indemnifying party, (2) the indemnified
party has reasonably concluded (based on advice of counsel) that there may be
legal defenses available to it or other indemnified parties that are different
from or in addition to those available to the indemnifying party, (3) a
conflict or potential conflict exists (based on advice of counsel to the
indemnified party) between the indemnified party and the indemnifying party (in
which case the indemnifying party will not have the right to direct the defense
of such action on behalf of the indemnified party) or (4) the indemnifying
party has not in fact employed counsel to assume the defense of such action
within a reasonable time after receiving notice of the commencement of the
action, in each of which cases

-6-
<PAGE> 7
the reasonable fees, disbursements and other charges of counsel will be at the
expense of the indemnifying party or parties. It is understood that the
indemnifying party or parties shall not, in connection with any proceeding or
related proceedings in the same jurisdiction, be liable for the reasonable
fees, disbursements and other charges of more than one separate firm admitted
to practice in such jurisdiction at any one time for all such indemnified party
or parties. All such fees, disbursements and other charges will be reimbursed
by the indemnifying party promptly as they are incurred. An indemnifying party
will not be liable for any settlement of any action or claim effected without
its written consent (which consent will not be unreasonably withheld).

(f) In order to provide for just and equitable contribution in
circumstances in which the indemnification provided for in the foregoing
paragraphs of this Section 7 is applicable in accordance with its terms but for
any reason is held to be unavailable from the Company, the Selling Shareholders
or the International Underwriters, the Company, the Selling Shareholders and
the International Underwriters will contribute to the total losses, claims,
liabilities, expenses and damages (including any investigative, legal and other
expenses reasonably incurred in connection with, and any amount paid in
settlement of, any action, suit or proceeding or any claims asserted, but after
deducting any contribution received by the Company or the Selling Shareholders
from persons other than the International Underwriters, such as persons who
control the Company or the Selling Shareholders within the meaning of the Act,
officers of the Company who signed the Registration Statement and directors of
the Company, who also may be liable for contribution) to which the Company or
the Selling Shareholders and any one or more of the International Underwriters
may be subject in such proportion as shall be appropriate to reflect the
relative benefits received by the Company and Selling Shareholders on the one
hand and the International Underwriters on the other. The relative benefits
received by the Company and the Selling Shareholders on the one hand and the
International Underwriters on the other shall be deemed to be in the same
proportion as the total net proceeds from the offering (before deducting
expenses) received by the Company and the Selling Shareholders bear to the
total underwriting discounts and commissions received by the International
Underwriters, in each case as set forth in the table on the cover page of the
International Prospectus. If, but only if, the allocation provided by the
foregoing sentence is not permitted by applicable law, the allocation of
contribution shall be made in such proportion as is appropriate to reflect not
only the relative benefits referred to in the foregoing sentence but also the
relative fault of the Company and the Selling Shareholders, on the one hand,
and the International Underwriters, on the other, with respect to the
statements or omissions which resulted in such loss, claim, liability, expense
or damage, or action in respect thereof, as well as any other relevant
equitable considerations with respect to such offering. Such relative fault
shall be determined by reference to whether the untrue or alleged untrue
statement of a material fact or omission or alleged omission to state a
material fact relates to information supplied by the Company or the Managers on
behalf of the International Underwriters, the intent of the parties and their
relative knowledge, access to information and opportunity to correct or prevent
such statement or omission. The Company, the Selling Shareholders and the
International Underwriters agree that it would not be just and equitable if
contributions pursuant to this Section 7(f) were to be determined by pro rata
allocation (even if the International Underwriters were treated as one entity
for such purpose) or by any other method of allocation which does not take into
account the equitable considerations referred to herein. The amount paid or
payable by an indemnified party as a result of the loss, claim, liability,
expense or damage, or action in respect thereof, referred to above in this
Section 7(f) shall be deemed to include, for purposes of this Section 7(f), any
legal or other expenses reasonably incurred by such indemnified party in
connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this Section 7(f), no

-7-
<PAGE> 8
International Underwriter shall be required to contribute any amount in excess
of the underwriting discounts received by it and no person found guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)
will be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. The International Underwriters' obligations to
contribute as provided in this Section 7(f) are several in proportion to their
respective underwriting obligations and not joint. For purposes of this
Section 7(f), any person who controls a party to this Agreement within the
meaning of the Act will have the same rights to contribution as that party, and
each officer of the Company who signed the Registration Statement will have the
same rights to contribution as the Company, subject in each case to the
provisions hereof. Any party entitled to contribution, promptly after receipt
of notice of commencement of any action against such party in respect of which
a claim for contribution may be made under this Section 7(f), will notify any
such party or parties from whom contribution may be sought, but the omission so
to notify will not relieve the party or parties from whom contribution may be
sought from any other obligation it or they may have under this Section 7(f).
No party will be liable for contribution with respect to any action or claim
settled without its written consent (which consent will not be unreasonably
withheld).

(g) The indemnity and contribution agreements contained in this Section 7
and the representations and warranties of the Company and the Selling
Shareholders contained in, or incorporated by reference into, this Agreement
shall remain operative and in full force and effect regardless of (i) any
investigation made by or on behalf of the International Underwriters, (ii)
acceptance of any of the International Shares and payment therefor or (iii) any
termination of this Agreement.

8. Termination. The obligations of the several International Underwriters
under this Agreement may be terminated at any time on or prior to the Closing
Date, by notice to the Company and the Committee from the Managers, without
liability on the part of any International Underwriter to the Company or any
Selling Shareholder, if, prior to delivery and payment for the International
Shares, in the sole judgment of the Managers, (i) trading in any of the equity
securities of the Company shall have been suspended by the Commission, by an
exchange that lists the Shares or by the National Association of Securities
Dealers Automated Quotation National Market System, (ii) trading in securities
generally on the New York Stock Exchange or American Stock Exchange shall have
been suspended or limited or minimum or maximum prices shall have been
generally established on such exchange, or additional material governmental
restrictions, not in force on the date of this Agreement, shall have been
imposed upon trading in securities generally by such exchange or by order of
the Commission or any court or other governmental authority, (iii) a general
banking moratorium shall have been declared by either Federal or New York State
authorities, (iv) a moratorium in foreign exchange trading by major
international banks shall have been declared or (v) any material adverse change
in the financial or securities markets or in political, financial or economic
conditions or any outbreak or material escalation of hostilities or declaration
by the United States of a national emergency or war or other calamity or crisis
shall have occurred, the effect of any of which is such as to make it, in the
sole judgment of the Managers, impracticable or inadvisable to market the
International Shares on the terms and in the manner contemplated by the
Prospectus.

9. Substitution of Underwriters. If any one or more of the International
Underwriters shall fail or refuse to purchase any of the International Shares
which it or they have agreed to purchase hereunder, and the aggregate number of
International Shares which such

-8-
<PAGE> 9
defaulting International Underwriter or International Underwriters agreed but
failed or refused to purchase is not more than one-tenth of the aggregate
number of International Shares, the other International Underwriters shall be
obligated, severally, to purchase the International Shares which such
defaulting International Underwriter or International Underwriters agreed but
failed or refused to purchase, in the proportions which the number of
International Shares which they have respectively agreed to purchase pursuant
to Section 1 bears to the aggregate number of International Shares which all
such non-defaulting International Underwriters have so agreed to purchase, or
in such other proportions as the Managers may specify; provided that in no
event shall the maximum number of International Shares which any International
Underwriter has become obligated to purchase pursuant to Section 1 be increased
pursuant to this Section 9 by more than one-ninth of the number of
International Shares agreed to be purchased by such International Underwriter
without the prior written consent of such International Underwriter. If any
International Underwriter or International Underwriters shall fail or refuse to
purchase any International Shares and the aggregate number of International
Shares which such defaulting International Underwriter or International
Underwriters agreed but failed or refused to purchase exceeds one-tenth of the
aggregate number of the International Shares and arrangements satisfactory to
the Managers, the Company and the Committee for the purchase of such
International Shares are not made within 48 hours after such default, this
Agreement will terminate without liability on the part of any non-defaulting
International Underwriter, or the Company or any Selling Shareholder for the
purchase or sale of any International Shares under this Agreement. In any such
case either the Managers or the Company and the Committee shall have the right
to postpone the Closing Date, but in no event for longer than seven days, in
order that the required changes, if any, in the Registration Statement and in
the International Prospectus or in any other documents or arrangements may be
effected. Any action taken pursuant to this Section 9 shall not relieve any
defaulting International Underwriter from liability in respect of any default
of such International Underwriter under this Agreement.

10. International Distribution. Each International Underwriter represents
and agrees that, except for (x) sales between the U.S. Underwriters and the
International Underwriters pursuant to Section 1 of the Agreement between U.S.
Underwriters and International Underwriters and (y) stabilization transactions
contemplated in Section 3 thereof conducted as part of the distribution of the
Shares, (a) it is not purchasing any of the International Shares for the
account of any United States or Canadian Person and (b) it has not offered or
sold, and will not offer or sell, directly or indirectly, any of the
International Shares or distribute any prospectus relating to the International
Shares in the United States or Canada or to any United States or Canadian
Person, and any dealer to whom it may sell any of the International Shares will
represent that it is not purchasing any of the International Shares for the
account of any United States or Canadian Person and will agree that it will not
offer or resell such International Shares directly or indirectly in the United
States or Canada or to any United States or Canadian Person or to any other
dealer who does not so represent and agree.

11. Miscellaneous. Notice given pursuant to any of the provisions of this
Agreement shall be in writing and, unless otherwise specified, shall be mailed
or delivered (a) if to the Company, at the office of the Company, 201 West Big
Beaver Road, Suite 1040, Troy, Michigan 48084, Attention: President, (b) if to
any Selling Shareholder, _______________________, or (c) if to the
International Underwriters, to the Managers at the offices of PaineWebber
International (U.K.) Ltd., 1 Finsbury Avenue, London EC2M 2PA England,
Attention: Corporate Finance Department. Any such notice shall be effective
only upon receipt.

-9-
<PAGE> 10
Any notice under Section 8 or 9 may be made by telex or telephone, but if so
made shall be subsequently confirmed in writing.

This Agreement has been and is made solely for the benefit of the several
International Underwriters, the Company and the Selling Shareholders and of the
controlling persons, directors and officers referred to in Section 7, and their
respective successors and assigns, and no other person shall acquire or have
any right under or by virtue of this Agreement. The term "successors and
assigns" as used in this Agreement shall not include a purchaser, as such
purchaser, of International Shares from any of the several International
Underwriters.

Any action required or permitted to be taken by the Managers under this
Agreement may be taken by them jointly or by PaineWebber International (U.K.)
Ltd.

THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK.

This Agreement may be signed in two or more counterparts with the same
effect as if the signatures thereto and hereto were upon the same instrument.

In case any provision in this Agreement shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.

The Company, the Selling Shareholders and the International Underwriters
each hereby irrevocably waive any right they may have to a trial by jury in
respect of any claim based upon or arising out of this Agreement or the
transactions contemplated hereby.

Please confirm that the foregoing correctly sets forth the agreement among
the Company, the Selling Shareholders and the several International
Underwriters.

Very truly yours,

LARIZZA INDUSTRIES, INC.

By: ____________________________
Name:
Title:

THE SELLING SHAREHOLDERS
NAMED IN SCHEDULE I
ATTACHED HERETO

By: The Committee

-10-
<PAGE> 11

By: _________________________________
Name:

Confirmed as of the date first
above mentioned:

PAINEWEBBER INTERNATIONAL (U.K.) LTD.
MCDONALD & COMPANY SECURITIES, INC.
Acting on behalf of
themselves and as the
Managers of the
other several International Underwriters
named in Schedule II hereof.

PAINEWEBBER INTERNATIONAL (U.K.) LTD.

By:________________________
Name:
Title:

MCDONALD & COMPANY SECURITIES, INC.

By:________________________
Name:
Title:

-11-

<PAGE> 12
SCHEDULE I

SELLING SHAREHOLDERS

<TABLE>
<CAPTION>
Total Number
of International Shares
Name of Selling Shareholder To Be Sold
--------------------------- -----------------------
<S> <C>
Internationale Nederlanden (U.S.) Capital Corporation

Oppenheimer & Co., Inc.

Oppenheimer Horizon Partners, L.P.

Oppenheimer Institutional Horizon Partners, L.P.

Oppenheimer International Horizon Fund, Ltd.

The & Trust
</TABLE>

S-1

<PAGE> 13
SCHEDULE II

INTERNATIONAL UNDERWRITERS

<TABLE>
<CAPTION>
Number of
International
Name of Shares to
International Underwriters be Purchased
-------------------------- ------------
<S> <C>
PaineWebber International (U.K.) Ltd.

McDonald & Company Securities, Inc.

----------

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,656,600
---------
---------
</TABLE>

S-2
<PAGE> 14
EXHIBIT A

LARIZZA INDUSTRIES, INC.

INTERNATIONAL PRICE DETERMINATION AGREEMENT

April ___, 1994

PAINEWEBBER INTERNATIONAL (U.K.) LTD.
MCDONALD & COMPANY SECURITIES, INC.
As Managers of the several International Underwriters
c/o PaineWebber International (U.K.) Ltd.
1 Finsbury Avenue
London EC2M 2PA
ENGLAND

Dear Sirs:

Reference is made to the International Underwriting Agreement, dated April
___, 1994 (the "International Underwriting Agreement"), among Larizza
Industries, Inc., an Ohio corporation (the "Company"), the Selling Shareholders
named in Schedule I thereto or hereto (the "Selling Shareholders"), and the
several International Underwriters named in Schedule II thereto or hereto (the
"International Underwriters"), for whom PaineWebber International (U.K.) Ltd.
and McDonald & Company Securities, Inc. and are acting as Managers (the
"Managers"). The International Underwriting Agreement provides for the
purchase by the International Underwriters from the Selling Shareholders,
subject to the terms and conditions set forth therein, of an aggregate of
1,656,600 shares (the "International Shares") of the Company's common stock, no
par value per share. This Agreement is the International Price Determination
Agreement referred to in the International Underwriting Agreement.

Pursuant to Section 1 of the International Underwriting Agreement, the
undersigned agree with the Managers as follows:

1. The public offering price per share for the International Shares shall
be $_______.

2. The purchase price per share for the International Shares to be paid
by the several International Underwriters shall be $_______ representing an
amount equal to the public offering price set forth above, less $______ per
share.

The Company represents and warrants to each of the International
Underwriters that the representations and warranties of the Company
incorporated by reference in Section 3 of the

A-1
<PAGE> 15
International Underwriting Agreement are accurate as though expressly made at
and as of the date hereof.

The Selling Shareholders represent and warrant to each of the
International Underwriters that the representations and warranties of the
Selling Shareholders incorporated by reference in Section 4 of the
International Underwriting Agreement are accurate as though expressly made at
and as of the date hereof.

As contemplated by the International Underwriting Agreement, attached as
Schedule II is a completed list of the several International Underwriters,
which shall be a part of this Agreement and the International Underwriting
Agreement.

THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAW OF THE STATE OF NEW YORK.

If the foregoing is in accordance with your understanding of the agreement
among the International Underwriters, the Company and the Selling Shareholders,
please sign and return to the Company a counterpart hereof, whereupon this
instrument along with all counterparts and together with the International
Underwriting Agreement shall be a binding agreement among the International
Underwriters, the Company and the Selling Shareholders in accordance with its
terms and the terms of the International Underwriting Agreement.

Very truly yours,

LARIZZA INDUSTRIES, INC.

By:_________________________
Name:
Title:

THE SELLING SHAREHOLDERS NAMED IN SCHEDULE I TO THE INTERNATIONAL
UNDERWRITING AGREEMENT

By: The Committee

By:______________________
Name:

A-2
<PAGE> 16
Confirmed as of the date
first above mentioned:

Painewebber International (U.K.) Ltd. and
McDonald & Company Securities, Inc.
Acting on behalf of themselves and as the Managers
of the several other International Underwriters named
in Schedule II hereof.

PAINEWEBBER INTERNATIONAL (U.K.) LTD.

By: ________________________
Name:
Title:

MCDONALD & COMPANY SECURITIES, INC.

By: _________________________
Name:
Title:

A-3

<PAGE> 1

EXHIBIT 23.1

INDEPENDENT AUDITORS' REPORT ON SCHEDULES AND CONSENT

The Board of Directors
Larizza Industries, Inc.:

The audits referred to in our report dated February 21, 1994, included the
related financial statement schedules as of December 31, 1993, and for each of
the years in the three-year period ended December 31, 1993, included in the
registration statement. These financial statement schedules are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statement schedules based on our audits. In our
opinion, such financial statement schedules, when considered in relation to the
basic consolidated financial statements taken as a whole, present fairly in all
material respects the information set forth therein.

Our report refers to a change in the method of accounting for income taxes to
adopt the provisions of the Financial Accounting Standards Board's Statement of
Financial Accounting Standards No 109, Accounting for Income Taxes.

We consent to the use of our reports included herein and to the reference to our
firm under the headings "Summary Consolidated Financial Data", "Selected
Consolidated Financial Data", and "Experts" in the prospectus.

KPMG Peat Marwick
Detroit, Michigan
March 17, 1994