<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 11, 1996
REGISTRATION NO. 333-17515
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
BLUE BIRD BODY COMPANY
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C> <C>
GEORGIA 3713 58-0813156
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
</TABLE>
--------------------------
3920 ARKWRIGHT ROAD
MACON, GEORGIA 31210
(912) 757-7100
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
--------------------------
BLUE BIRD CORPORATION
(Exact name of Co-Registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE NOT APPLICABLE 13-3638126
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
</TABLE>
3920 ARKWRIGHT ROAD
MACON, GEORGIA 31210
(912) 757-7100
(Address, including zip code, and telephone number, including
area code, of Co-Registrant's principal executive offices)
--------------------------
BOBBY G. WALLACE
VICE PRESIDENT,
TREASURER AND SECRETARY
BLUE BIRD CORPORATION
3920 ARKWRIGHT ROAD
MACON, GEORGIA 31210
(912) 757-7100
(Address, including zip code, and telephone number, including
area code, of agents for service of process)
--------------------------
COPIES OF ALL COMMUNICATIONS TO:
ANDREW R. BROWNSTEIN, ESQ.
WACHTELL, LIPTON, ROSEN & KATZ
51 WEST 52ND STREET
NEW YORK, NEW YORK 10019
(212) 403-1000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable after this Registration Statement is declared effective.
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. / /
--------------------------
THE REGISTRANT AND THE CO-REGISTRANT (THE "REGISTRANTS") HEREBY AMEND THIS
REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS
EFFECTIVE DATE UNTIL THE REGISTRANTS SHALL FILE A FURTHER AMENDMENT WHICH
SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME
EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL
THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE
COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Articles of Incorporation and By-Laws provide for
indemnification to the full extent permitted by the Georgia Business Corporation
Code against and with respect to threatened, pending or completed actions, suits
or proceedings to which any individual is made a party by reason of such
individual being or having been a director or executive officer of the Company
or who, while a director or executive officer of the Company, served or is
serving at the Company's request as a director, officer, partner, trustee,
employee or agent of another corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise, PROVIDED, in general, that such
individual acted in good faith and in the best interests of the Company.
BBC's Certificate of Incorporation provides for indemnification to the full
extent permitted by the General Corporation Law of the State of Delaware against
and with respect to actions, suits or proceedings to which any individual is
made or threatened to be made a party by reason of such individual being or
having been a director or officer of BBC or who served or is serving at BBC's
request as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise,
PROVIDED that the basis of such action, suit or proceeding is alleged action
occurring while such individual was a director, officer, employee or agent.
Generally, under Delaware law, indemnification will only be available where an
officer or director can establish that he or she acted in good faith and in a
manner that he or she reasonably believed to be in or not opposed to the best
interests of the corporation.
The Company maintains a directors' and officers' liability insurance policy
which insures directors and officers of the Company and its subsidiaries for
losses as a result of claims based upon their acts or omissions in the discharge
of their duties as directors and officers of the Company and its subsidiaries.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ----------- --------------------------------------------------------------------------------------------------------
<C> <S>
3.1 Restated Articles of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the
Registrant's Registration Statement on Form S-1 No. 33-49544 filed September 11, 1992).*
3.2 By-laws of the Company (incorporated by reference to Exhibit 3.2 to the Registrant's Registration
Statement on Form S-1 No. 33-49544 filed September 11, 1992).*
3.3 Restated Certificate of Incorporation of BBC (incorporated by reference to Exhibit 3.3 to the
Registrant's Registration Statement on Form S-1 No. 33-49544 filed September 11, 1992).*
3.4 By-laws of BBC (incorporated by reference to Exhibit 3.4 to the Registrant's Registration Statement on
Form S-1 No. 33-49544 filed September 11, 1992).*
4.1 Indenture dated as of November 15, 1996 by and among the Company, BBC and the Chase Manhattan Bank, as
Trustee.*
4.2 Form of Exchange Note (contained in Exhibit 4.1 as Exhibit A-2 thereto).*
4.3 Purchase Agreement dated November 13, 1996 by and among the Company, BBC and Merrill Lynch and BT
Securities Corporation.*
</TABLE>
II-1
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ----------- --------------------------------------------------------------------------------------------------------
<C> <S>
5.1 Opinion of Wachtell, Lipton, Rosen & Katz.**
5.2 Opinion of Rogers & Hardin.**
10.1 Registration Rights Agreement dated as of November 19, 1996 by and among the Company, BBC and Merrill
Lynch, Pierce, Fenner & Smith Incorporated and BT Securities Corporation.*
10.2 First Amended and Restated Credit Agreement dated as of November 15, 1996 by and among the Company, BBC,
the lenders listed on the signature pages thereto and Bankers Trust Company, as Administrative Agent and
Merrill Lynch & Co., as Syndication Agent, including all exhibits thereto.*
10.3 Amended and Restated Loan Agreement by and among Blue Bird Capital Corporation and LaSalle National
Bank, as agent, and the several financial institutions from time to time parties to the agreement dated
as of March 29, 1996 (incorporated by reference to Exhibit 10.22 to the Registrant's Form 10-Q No.
033-49544 filed June 11, 1996).*
10.4 Executive Employment Agreement dated April 15, 1992 between Paul E. Glaske and the Company (incorporated
by reference to Exhibit 10.1 to the Registrant's Registration Statement on Form S-1 No. 33-49544 filed
September 11, 1992).*
10.5 Supplemental Retirement Plan of the Company (incorporated by reference to Exhibit 10.3 to the
Registrant's Registration Statement on Form S-1 No. 33-49544 filed September 11, 1992).*
10.6 Form of Noncompetition and Nonsolicitation Agreement with Albert L. Luce, Jr. and Joseph P. Luce
(incorporated by reference to Exhibit 10.5 to the Registrant's Registration Statement on Form S-1 No.
33-49544 filed September 11, 1992).*
10.7 ML Stock Subscription Agreement dated as of April 15, 1992 (incorporated by reference to Exhibit 10.10
to the Registrant's Registration Statement on Form S-1 No. 33-49544 filed September 11, 1992).*
10.8 Management Stock Subscription Agreement dated as of April 15, 1992 (incorporated by reference to Exhibit
10.11 to the Registrant's Registration Statement on Form S-1 No. 33-49544 filed September 11, 1992).*
10.9 Stockholders' Agreement dated as of April 15, 1992 (incorporated by reference to Exhibit 10.14 to the
Registrant's Registration Statement on Form S-1 No. 33-49544 filed September 11, 1992).*
10.10 BBC Management Stock Option Plan (incorporated by reference to Exhibit 10.15 to the Registrant's
Registration Statement on Form S-1 No. 33-49544 filed September 11, 1992).*
10.11 Form of Vested Option Agreement (incorporated by reference to Exhibit 10.16 to the Registrant's
Registration Statement on Form S-1 No. 33-49544 filed September 11, 1992).*
10.12 Form of Performance Option Agreement (incorporated by reference to Exhibit 10.17 to the Registrant's
Registration Statement on Form S-1 No. 33-49544 filed September 11, 1992).*
10.13 Chassis Supply Agreement dated as of May 8, 1991 between the Company and General Motors Corporation
(incorporated by reference to Exhibit 10.18 to the Registrant's Registration Statement on Form S-1 No.
33-49544 filed September 11, 1992).*
10.14 Executive Employment Agreement dated April 15, 1993 between Bobby G. Wallace and the Company
(incorporated by reference to Exhibit 10.19 to the Registrant's Report on Form 10-K for the fiscal year
ended October 30, 1993 filed January 28, 1994).*
</TABLE>
II-2
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ----------- --------------------------------------------------------------------------------------------------------
<C> <S>
10.15 Amendment dated October 15, 1994, amending Executive Employment Agreement dated April 15, 1993 between
Bobby G. Wallace and the Company (incorporated by reference to Exhibit 10.20 to the Registrant's Report
on Form 10-K for the fiscal year ended October 29, 1994 and filed January 27, 1995).*
10.16 Amended and Restated Vested Option Agreement dated September 13, 1994 between Bobby G. Wallace and the
Company (incorporated by reference to Exhibit 10.21 to the Registrant's Report on Form 10-K for the
fiscal year ended October 29, 1994 filed January 27, 1995).*
12.1 Statements re Computation of Ratios.*
21.1 Subsidiaries of BBC and the Company.*
23.1 Consent of Arthur Andersen LLP.*
23.2 Consent of Wachtell, Lipton, Rosen & Katz (included in Exhibit 5.1).**
23.3 Consent of Rogers & Hardin (included in Exhibit 5.2).**
24.1 Powers of Attorney of Directors and Officers of Blue Bird Corporation (included in the signature pages
in Part II of the Registration Statement).*
24.2 Powers of Attorney of Directors and Officers of Blue Bird Body Company (included in the signature pages
in Part II of the Registration Statement).*
25.1 Statement of Eligibility and Qualification of Trustee on Form T-1 of The Chase Manhattan Bank under the
Trust Indenture Act of 1939.*
99.1 Form of Letter of Transmittal for the 10 3/4% Senior Subordinated Notes due 2006.*
99.2 Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.*
99.3 Form of Notice of Guaranteed Delivery.*
</TABLE>
- ------------------------
* Previously filed.
** Filed herewith.
ITEM 22. UNDERTAKINGS
Each of the undersigned registrants hereby undertakes:
(a) (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement;
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
the registration statement. Notwithstanding the foregoing, any increase
or decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high and of the estimated maximum offering
range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than 20 percent change in the maximum
aggregate offering price set forth in "Calculation of Registration Fee"
table in the effective registration statement.
II-3
<PAGE>
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial BONA FIDE offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) To respond to requests for information that is incorporated by reference
into the prospectus pursuant to Item 4, 10(b), 11, or 13 of this form, within
one business day of receipt of such request, and to send the incorporated
documents by first class mail or other equally prompt means. This includes
information contained in documents filed subsequent to the effective date of the
Registration Statement through the date of responding to the request.
(c) To supply by means of a post-effective amendment all information
concerning a transaction, and the company being acquired involved therein, that
was not the subject of and included in the registration statement when it became
effective.
(d) That, 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 registrants have 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
registrants of expenses incurred or paid by a director, officer or controlling
person of the registrants 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 registrants will, unless in
the opinion of their counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by them is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each Registrant
has duly caused this registration statement or amendment thereto to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of Macon,
State of Georgia, on December 11, 1996.
BLUE BIRD BODY COMPANY
BY: /S/ PAUL E. GLASKE
-----------------------------------------
Paul E. Glaske
CHAIRMAN OF THE BOARD
AND PRESIDENT AND DIRECTOR
BLUE BIRD CORPORATION
BY: /S/ PAUL E. GLASKE
-----------------------------------------
Paul E. Glaske
CHAIRMAN OF THE BOARD
AND PRESIDENT AND DIRECTOR
II-5
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
registration statement or amendment thereto has been signed below by the
following persons in the capacities and on December 11, 1996.
BLUE BIRD BODY COMPANY
SIGNATURE TITLE
- ------------------------------ ---------------------------
Chairman of the Board and
/s/ PAUL E. GLASKE President and Director
- ------------------------------ (Principal Executive
Paul E. Glaske Officer)
Vice President--Finance and
Administration, Treasurer
* and Secretary and
- ------------------------------ Director (Principal
Bobby G. Wallace Financial and Accounting
Officer)
* Director
- ------------------------------
Gerald S. Armstrong
* Director
- ------------------------------
Alexis P. Michas
* Director
- ------------------------------
Donald C. Trauscht
* Director
- ------------------------------
Alfred C. Daugherty
*By /s/ PAUL E. GLASKE
- ------------------------------
(Attorney-in-Fact)
II-6
<PAGE>
BLUE BIRD CORPORATION
SIGNATURE TITLE
- ------------------------------ ---------------------------
Chairman of the Board and
/s/ PAUL E. GLASKE President and Director
- ------------------------------ (Principal Executive
Paul E. Glaske Officer)
Vice President and
* Treasurer and Secretary
- ------------------------------ and Director (Principal
Bobby G. Wallace Financial and Accounting
Officer)
* Director
- ------------------------------
Gerald S. Armstrong
* Director
- ------------------------------
Alexis P. Michas
* Director
- ------------------------------
Donald C. Trauscht
* Director
- ------------------------------
Alfred C. Daugherty
*By /s/ PAUL E. GLASKE
- ------------------------------
(Attorney-in-Fact)
II-7
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ----------- --------------------------------------------------------------------------------------------------
<C> <S> <C>
3.1 Restated Articles of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the
Registrant's Registration Statement on Form S-1 No. 33-49544 filed September 11, 1992).*
3.2 By-laws of the Company (incorporated by reference to Exhibit 3.2 to the Registrant's Registration
Statement on Form S-1 No. 33-49544 filed September 11, 1992).*
3.3 Restated Certificate of Incorporation of BBC (incorporated by reference to Exhibit 3.3 to the
Registrant's Registration Statement on Form S-1 No. 33-49544 filed September 11, 1992).*
3.4 By-laws of BBC (incorporated by reference to Exhibit 3.4 to the Registrant's Registration
Statement on Form S-1 No. 33-49544 filed September 11, 1992).*
4.1 Indenture dated as of November 15, 1996 by and among the Company, BBC and the Chase Manhattan
Bank, as Trustee.*
4.2 Form of Exchange Note (contained in Exhibit 4.1 as Exhibit A-2 thereto).*
4.3 Purchase Agreement dated November 13, 1996 by and among the Company, BBC and Merrill Lynch and BT
Securities Corporation.*
5.1 Opinion of Wachtell, Lipton, Rosen & Katz.**
5.2 Opinion of Rogers & Hardin.**
10.1 Registration Rights Agreement dated as of November 19, 1996 by and among the Company, BBC and
Merrill Lynch, Pierce, Fenner & Smith Incorporated and BT Securities Corporation.*
10.2 First Amended and Restated Credit Agreement dated as of November 15, 1996 by and among the
Company, BBC, the lenders listed on the signature pages thereto and Bankers Trust Company, as
Administrative Agent and Merrill Lynch & Co., as Syndication Agent, including all exhibits
thereto.*
10.3 Amended and Restated Loan Agreement by and among Blue Bird Capital Corporation and LaSalle
National Bank, as agent, and the several financial institutions from time to time parties to the
agreement dated as of March 29, 1996 (incorporated by reference to Exhibit 10.22 to the
Registrant's Form 10-Q No. 033-49544 filed June 11, 1996).*
10.4 Executive Employment Agreement dated April 15, 1992 between Paul E. Glaske and the Company
(incorporated by reference to Exhibit 10.1 to the Registrant's Registration Statement on Form S-1
No. 33-49544 filed September 11, 1992).*
10.5 Supplemental Retirement Plan of the Company (incorporated by reference to Exhibit 10.3 to the
Registrant's Registration Statement on Form S-1 No. 33-49544 filed September 11, 1992).*
10.6 Form of Noncompetition and Nonsolicitation Agreement with Albert L. Luce, Jr. and Joseph P. Luce
(incorporated by reference to Exhibit 10.5 to the Registrant's Registration Statement on Form S-1
No. 33-49544 filed September 11, 1992).*
10.7 ML Stock Subscription Agreement dated as of April 15, 1992 (incorporated by reference to Exhibit
10.10 to the Registrant's Registration Statement on Form S-1 No. 33-49544 filed September 11,
1992).*
10.8 Management Stock Subscription Agreement dated as of April 15, 1992 (incorporated by reference to
Exhibit 10.11 to the Registrant's Registration Statement on Form S-1 No. 33-49544 filed September
11, 1992).*
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ----------- --------------------------------------------------------------------------------------------------
<C> <S> <C>
10.9 Stockholders' Agreement dated as of April 15, 1992 (incorporated by reference to Exhibit 10.14 to
the Registrant's Registration Statement on Form S-1 No. 33-49544 filed September 11, 1992).*
10.10 BBC Management Stock Option Plan (incorporated by reference to Exhibit 10.15 to the Registrant's
Registration Statement on Form S-1 No. 33-49544 filed September 11, 1992).*
10.11 Form of Vested Option Agreement (incorporated by reference to Exhibit 10.16 to the Registrant's
Registration Statement on Form S-1 No. 33-49544 filed September 11, 1992).*
10.12 Form of Performance Option Agreement (incorporated by reference to Exhibit 10.17 to the
Registrant's Registration Statement on Form S-1 No. 33-49544 filed September 11, 1992).*
10.13 Chassis Supply Agreement dated as of May 8, 1991 between the Company and General Motors
Corporation (incorporated by reference to Exhibit 10.18 to the Registrant's Registration Statement
on Form S-1 No. 33-49544 filed September 11, 1992).*
10.14 Executive Employment Agreement dated April 15, 1993 between Bobby G. Wallace and the Company
(incorporated by reference to Exhibit 10.19 to the Registrant's Report on Form 10-K for the fiscal
year ended October 30, 1993 filed January 28, 1994).*
10.15 Amendment dated October 15, 1994, amending Executive Employment Agreement dated April 15, 1993
between Bobby G. Wallace and the Company (incorporated by reference to Exhibit 10.20 to the
Registrant's Report on Form 10-K for the fiscal year ended October 29, 1994 and filed January 27,
1995).*
10.16 Amended and Restated Vested Option Agreement dated September 13, 1994 between Bobby G. Wallace and
the Company (incorporated by reference to Exhibit 10.21 to the Registrant's Report on Form 10-K
for the fiscal year ended October 29, 1994 filed January 27, 1995).*
12.1 Statements re Computation of Ratios.*
21.1 Subsidiaries of BBC and the Company.*
23.1 Consent of Arthur Andersen LLP.*
23.2 Consent of Wachtell, Lipton, Rosen & Katz (included in Exhibit 5.1).**
23.3 Consent of Rogers & Hardin (included in Exhibit 5.2).**
24.1 Powers of Attorney of Directors and Officers of Blue Bird Corporation (included in the signature
pages in Part II of the Registration Statement).*
24.2 Powers of Attorney of Directors and Officers of Blue Bird Body Company (included in the signature
pages in Part II of the Registration Statement).*
25.1 Statement of Eligibility and Qualification of Trustee on Form T-1 of The Chase Manhattan Bank
under the Trust Indenture Act of 1939.*
99.1 Form of Letter of Transmittal for the 10 3/4% Senior Subordinated Notes due 2006.*
99.2 Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.*
99.3 Form of Notice of Guaranteed Delivery.*
</TABLE>
- ------------------------
* Previously filed.
** Filed herewith.
<PAGE>
[LETTERHEAD OF WACHTELL, LIPTON, ROSEN, & KATZ]
December 11, 1996
Blue Bird Body Company
3920 Arkwright Road
Macon, Georgia 31210
Blue Bird Corporation
3920 Arkwright Road
Macon, Georgia 31210
Ladies and Gentlemen:
We have acted as special counsel for Blue Bird Body Company, a
Georgia corporation (the "Company") and Blue Bird Corporation, a Delaware
Corporation (the "Guarantor" or "BBC"), which owns all of the capital stock
of the Company, in connection with the preparation of the Company's
Registration Statement on Form S-4, registration number 333-17515, (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), filed with the Securities and Exchange Commission on
December 9, 1996 and as amended on December 11, 1996, relating to an offer to
exchange (the "Exchange Offer") the Company's 10-3/4% Senior Subordinated
Notes Due 2006, Series B (the "Exchange Notes") for an equal principal amount
of the Company's outstanding 10-3/4% Senior Subordinated Notes due 2006 (the
"Notes"). The Exchange Notes will be guaranteed on a senior subordinated
basis (the "Guarantee") by the Guarantor.
The Notes were issued, and the Exchange Notes will be issued, under
an Indenture dated as of November 15, 1996 (the "Indenture"), among the
Company, the Guarantor and The Chase Manhattan Bank, as Trustee (the
"Trustee").
<PAGE>
Blue Bird Body Company
Blue Bird Corporation
December 11, 1996
Page 2
In connection with this opinion, we have examined the Registration
Statement, the Indenture (included as Exhibit 4.1 to the Registration
Statement), the form of the Exchange Notes (set forth as Exhibit A-2 to the
Indenture) and such other documents, records and other matters as we have
deemed necessary or appropriate in order to give the opinions set forth
herein.
We have, with your approval, assumed the legal capacity of all
natural persons, the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to original documents
of documents submitted to us as certified, facsimile, conformed, electronic,
or photostatic copies and the authenticity of the originals of such copies.
As to all questions of fact material to this opinion that have not been
independently established, we have relied upon certificates or comparable
documents, and oral and written statements and representations, of officers
and representatives of the Company and the Guarantor. We have not
independently verified such information and assumptions.
We have further, with your approval, assumed (without any
independent investigation or verification of any kind) and have relied upon
the opinion of Rogers & Hardin (included as Exhibit 5.2 to the Registration
Statement), Georgia counsel for the Company, as to (among other matters set
forth therein): the due incorporation, valid existence and good standing of
the Company in Georgia; the possession by the Company of the requisite
corporate power and authority to execute, deliver and perform its obligations
under the Exchange Notes and the Indenture; the due and valid authorization,
due execution and delivery of the Indenture by the Company; and the due and
valid authorization of the Exchange Notes by the Company.
Based upon and subject to the foregoing, assuming that the
Indenture has been duly authorized, executed and delivered by, and represents
the valid and binding obligation of, the Trustee, and when the Registration
Statement, including any amendment thereto, shall have become effective under
the Securities Act and the Indenture shall have been duly qualified under
the Trust Indenture Act of 1939, as amended, it is our opinion that:
A. BBC has been duly incorporated, and is validly
existing under the laws of the State of Delaware,
and the Company has been duly incorporated, and is
validly existing and in good standing under the
laws of the State of Georgia, in each case
with corporate power and authority to execute,
deliver, and perform its obligations under the
<PAGE>
Blue Bird Body Company
Blue Bird Corporation
December 11, 1996
Page 3
Guarantee, the Exchange Notes and the Indenture,
as the case may be; and each of the Guarantee and
the Indenture has been duly authorized by BBC;
and each of the Indenture and the Exchange Notes
has been duly authorized by the Company;
B. the Indenture constitutes the legal, valid and
binding obligation of each of the Company and
the Guarantor, enforceable against each of the
Company and the Guarantor in accordance with its
terms;
C. the Exchange Notes, when duly executed and
delivered by or on behalf of the Company in
the form contemplated by the Indenture upon
the terms set forth in the Exchange Offer
and authenticated by the Trustee or an
authenticating agent appointed by the Trustee
in accordance with the terms of the Indenture,
will constitute the legal, valid and binding
obligations of the Company, enforceable
against the Company in accordance with their
terms; and
D. the Guarantee, when duly executed and delivered
by or on behalf of the Guarantor upon the terms
set forth in the Exchange Offer, will constitute
the legal, valid and binding obligation of the
Guarantor, enforceable against the Guarantor in
accordance with its terms;
subject, in each case, to (a) bankruptcy, insolvency, moratorium,
reorganization and other laws of general applicability relating to or
affecting creditors' rights from time to time in effect; (b) application of
general principles of equity (regardless of whether considered in proceedings
in equity or at law) and the discretion of the court before which any
proceeding therefor may be brought; (c) standards of commercial
reasonableness and the implied covenant of good faith; and (d) public policy.
In addition, the opinions expressed herein are subject to the
following assumptions, exceptions, limitations, qualifications and comments:
A. We express no opinion as to whether a federal or state court
outside New York would give effect to the choice of New York law
provided for in the Indenture.
B. We express no opinion as to the effect of the laws of any
jurisdiction (other than federal laws of the United States and
the laws of the State of New York)
<PAGE>
Blue Bird Body Company
Blue Bird Corporation
December 11, 1996
Page 4
wherein any holder of the Exchange Notes may be located which
limit rates of interest that may be charged or collected by such
holder.
C. We express no opinion with respect to the lawfulness or
enforceability of:
(i) provisions relating to delay or omission of enforcement of
rights or remedies, waivers of defenses, or waivers of
benefits of any usury, appraisement, valuation, stay,
extension, moratorium, redemption, statutes of limitation or
other non-waivable benefits bestowed by operation of law;
(ii) exculpation provisions, provisions relating to releases of
unmatured claims, provisions purporting to waive immaterial
rights, severability provisions and provisions similar in
substance and nature to those described in the foregoing
clause (i) and this clause (ii), insofar as any of the
foregoing are contained in the Indenture; and
(iii) indemnification or contribution provisions to the extent
they purport to relate to liabilities from or based upon
negligence or any violation of, or relate to rights of
contribution or indemnification that are violative of, any
law, rule or regulation or the public policy underlying any
law, rule or regulation (including any federal, state or
foreign securities law, rule or regulation).
D. Certain of the remedial provisions and waivers with respect to
the Guarantee contained in the Indenture may be unenforceable in
whole or in part, but the inclusion of such provisions does not
affect the validity of the Guarantee, taken as a whole, and the
Guarantee, taken as a whole, together with the laws of the State
of New York, contains adequate provision for the practical
realization of the benefits of the guarantee created thereby.
E. We express no opinion as to the effect on the Indenture, the
Exchange Notes or the Guarantee, or on the opinions expressed
herein, of any fraudulent conveyance laws.
<PAGE>
Blue Bird Body Company
Blue Bird Corporation
December 11, 1996
Page 5
We are not members of the Bar of any jurisdiction other than the
State of New York. The opinions herein are limited to the laws of the State
of New York, the General Corporation law of the State of Delaware, and the
federal laws of the United States, and we express no opinion as to the effect
on the matters covered by this opinion of the laws of any other jurisdiction.
This opinion is rendered solely for your benefit in connection
with the Exchange Offer. This opinion may not be used or relied upon by any
other person and may not be disclosed, quoted, filed with a government agency
or otherwise referred to without our prior written consent, except that we
hereby consent (i) to the use of this opinion as an Exhibit to the
Registration Statement and to the reference to our firm under the caption
"Legal Matters" in the Prospectus that is a part of the Registration
Statement and (ii) to your filing copies of this opinion as an Exhibit to the
Registration Statement with agencies of such states as you deem necessary in
the course of complying with the laws of such states regarding the Exchange
Offer. In giving any such consent, we do not hereby admit that we are in the
category of persons whose consent is required under Section 7 of the
Securities Act.
Very truly yours,
/s/ Wachtell, Lipton, Rosen & Katz
<PAGE>
Exhibit 5.2
[LETTERHEAD OF ROGERS & HARDIN]
December 11, 1996
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
Ladies and Gentlemen:
We have acted as special counsel for Blue Bird Body Company, a
Georgia corporation (the "Company"), in connection with the preparation of
the Company's Registration Statement on Form S-4, registration number
333-17515, (the "Registration Statement") under the Securities Act of 1933,
as amended (the "Securities Act"), filed with the Securities and Exchange
Commission on December 9, 1996, as amended on December 11, 1996, relating to
an offer to exchange (the "Exchange Offer") the Company's 10 3/4% Senior
Subordinated Notes Due 2006, Series B (the "Exchange Notes") for an equal
principal amount of the Company's outstanding 10-3/4% Senior Subordinated
Notes due 2006 (the "Notes"). The Exchange Notes will be guaranteed on a
senior subordinated basis (the "Guarantee") by Blue Bird Corporation, a
Delaware Corporation (the "Guarantor" or "BBC"), which owns all of the
capital stock of the Company.
The Notes were issued, and the Exchange Notes will be issued,
under an Indenture dated as of November 15, 1996 (the "Indenture"), among the
Company, the Guarantor and The Chase Manhattan Bank, as Trustee (the "Trustee").
In connection with this opinion, we have examined the Indenture,
the form of the Exchange Notes (set forth as Exhibit A 2 to the Indenture) and
such other documents, records and
<PAGE>
December 11, 1996
Page 2
other matters as we have deemed necessary or
appropriate in order to give the opinions set forth herein.
We have, with your approval, assumed the legal capacity of all
natural persons, the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
documents submitted to us as certified, facsimile, conformed, electronic or
photostatic copies and the authenticity of the originals of such copies. As
to all questions of fact material to this opinion that have not been
independently established, we have relied upon certificates or comparable
documents, and oral and written
<PAGE>
December 11, 1996
Page 3
statements and representations, of officers and representatives of the Company
and the Guarantor. We have not independently verified such information and
assumptions.
For purposes of the opinions set forth in B and C below, we have
also assumed that (a) the Indenture and the Exchange Notes, contrary to their
terms, are governed by the substantive laws of the State of Georgia and (b)
after giving effect to a special cash dividend of $201.4 million to BBC, the
Company was and is able to pay its debts as they become due in the usual
course of business and the Company's total assets were not and will not be
less than the sum of its total liabilities.
Based upon and subject to the foregoing, assuming that the
Indenture has been duly authorized, executed and delivered by, and represents
the valid and binding obligation of, the Trustee, and when the Registration
Statement, including any amendment thereto, shall have become effective under
the Securities Act and the Indenture shall have been duly qualified under the
Trust Indenture Act of 1939, as amended, it is our opinion that:
A. the Company has been duly incorporated, and is validly existing
under the laws of the State of Georgia, with corporate power
and authority to execute, deliver, and perform its obligations
under the Indenture and the Exchange Notes; and each of the
Indenture and the Exchange Notes has been duly authorized by
the Company;
B. the Indenture constitutes the legal, valid and binding
obligation of the Company, enforceable against the Company in
accordance with its terms; and
C. the Exchange Notes, when duly executed and delivered by or on
behalf of the Company in the form contemplated by the Indenture
upon the terms set forth in the Exchange Offer and authenticated
by the Trustee or an authenticating agent appointed by the
Trustee in accordance with the terms of the Indenture, will
constitute the legal, valid and binding obligation of the
Company, enforceable against the Company in accordance with their
terms; subject, in the case of the opinions set forth in B and C
hereof, to (a) bankruptcy, insolvency, moratorium, reorganization
and other laws of general applicability relating to or affecting
creditor's rights from time to time in effect; (b) application of
general principles of equity (regardless of whether considered in
proceedings in equity or at law) and the discretion of the court
before which any proceeding therefor may be brought; (c) standards
of commercial reasonableness and the implied covenant of good
faith; and (d) public policy.
In addition, the opinions expressed herein are subject to the
following assumptions, exceptions, limitations, qualifications and comments:
<PAGE>
December 11, 1996
Page 4
A. We express no opinion as to whether a federal or state court
outside New York would give effect to the choice of New York
law provided for in the Indenture.
B. We express no opinion as to the effect of the laws of any
jurisdiction (other than the laws of the State of Georgia)
wherein any holder of the Exchange Notes may be located which
limit rates of interest that may be charged or collected by
such holder.
C. We express no opinion with respect to the lawfulness or
enforceability of:
(i) provisions relating to delay or omission of enforcement of
rights or remedies, waivers of defenses, or waivers of
benefits of any usury, appraisement, valuation, stay,
extension, moratorium, redemption, statutes of limitation
or other non-waivable benefits bestowed by operation of law;
(ii) exculpation provisions, provisions relating to releases of
unmatured claims, provisions purporting to waive immaterial
rights, severability provisions and provisions similar in
substance and nature to those described in the foregoing
clause (i) and this clause (ii), insofar as any of the
foregoing are contained in the Indenture; or
(iii) indemnification or contribution provisions to the extent they
purport to relate to liabilities from or based upon negligence
or any violation of, or relate to rights of contribution or
indemnification that are violative of, any law, rule or
regulation or the public policy underlying any law, rule or
regulation (including any federal, state or foreign securities
law, rule or regulation).
D. We express no opinion as to the effect on the Indenture,
the Exchange Notes or the Guarantee, or on the opinions
expressed herein, of any fraudulent conveyance laws.
We are not members of the Bar of any jurisdiction other than the
State of Georgia. The opinions herein are limited to the laws of the State of
Georgia and we express no opinion as to the effect on the matters covered by
this opinion of the laws of any other jurisdiction.
<PAGE>
December 11, 1996
Page 5
This opinion is rendered solely for your benefit in connection
with the Exchange Offer. This opinion may not be used or relied upon by any
other person and may not be disclosed, quoted, filed with a government agency
or otherwise referred to without our prior written consent, except that we
hereby consent (i) to the use of this opinion as an Exhibit to the Registration
Statement and (ii) to your filing of copies of this opinion as an Exhibit to
the Registration Statement with agencies of such states as you deem necessary
in the course of complying with the laws of such states regarding the Exchange
Offer. In giving any such consent, we do not hereby admit that we are in the
category of persons whose consent is required under Section 7 of the Securities
Act.
Very truly yours,
/s/ Rogers & Harden
