-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DWCEYoFJQEcuHGeams7M1SCE18kZsaPded9XFsfVqQz+j6rirzsFZFE4ypHwUml5 sGF5tGJwd9asqUyweyZO4Q== 0000950109-97-007436.txt : 19971216 0000950109-97-007436.hdr.sgml : 19971216 ACCESSION NUMBER: 0000950109-97-007436 CONFORMED SUBMISSION TYPE: S-1/A PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19971212 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: DELCO REMY INTERNATIONAL INC CENTRAL INDEX KEY: 0001046859 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 351909253 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: S-1/A SEC ACT: SEC FILE NUMBER: 333-37703 FILM NUMBER: 97736725 BUSINESS ADDRESS: STREET 1: 2902 ENTERPRISE DRIVE CITY: ANDERSON STATE: IN ZIP: 46013 BUSINESS PHONE: 7657786499 MAIL ADDRESS: STREET 1: 2902 ENTERPRISE DRIVE CITY: ANDERSON STATE: IN ZIP: 46013 FILER: COMPANY DATA: COMPANY CONFORMED NAME: REMY INTERNATIONAL INC CENTRAL INDEX KEY: 0001047204 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 352004050 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1/A SEC ACT: SEC FILE NUMBER: 333-37703-01 FILM NUMBER: 97736726 BUSINESS ADDRESS: STREET 1: 2902 ENTERPRISE DR CITY: ANDERSON STATE: IN ZIP: 46013 BUSINESS PHONE: 7657786499 MAIL ADDRESS: STREET 1: 2902 ENTERPRISE DRIVE CITY: ANDERSON STATE: IN ZIP: 46013 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WORLD WIDE AUTOMOTIVE INC CENTRAL INDEX KEY: 0001047208 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690] IRS NUMBER: 541025997 STATE OF INCORPORATION: VA FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: S-1/A SEC ACT: SEC FILE NUMBER: 333-37703-02 FILM NUMBER: 97736727 BUSINESS ADDRESS: STREET 1: 130 WESTBROOKE DRIVE STREET 2: FORT COLLIER INDUSTRIAL PARK CITY: WINCHESTER STATE: VA ZIP: 22603 BUSINESS PHONE: 5406676500 MAIL ADDRESS: STREET 1: 130 WESTBROOKE DRIVE STREET 2: FORT COLLIER INDUSTRIAL PARK CITY: WINCHESTER STATE: VA ZIP: 22603 FILER: COMPANY DATA: COMPANY CONFORMED NAME: POWRBILT PRODUCTS INC CENTRAL INDEX KEY: 0001047212 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 752398592 STATE OF INCORPORATION: TX FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: S-1/A SEC ACT: SEC FILE NUMBER: 333-37703-03 FILM NUMBER: 97736728 BUSINESS ADDRESS: STREET 1: 617 S 4TH STREET CITY: MANSFIELD STATE: TX ZIP: 76063 BUSINESS PHONE: 8174733208 MAIL ADDRESS: STREET 1: 617 S 46TH STREET CITY: MANSFIELD STATE: TX ZIP: 76063 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MARINE CORP OF AMERICA CENTRAL INDEX KEY: 0001047222 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 351804826 STATE OF INCORPORATION: IN FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: S-1/A SEC ACT: SEC FILE NUMBER: 333-37703-04 FILM NUMBER: 97736729 BUSINESS ADDRESS: STREET 1: 980 HURRICANE ROAD CITY: FRANKLIN STATE: IN ZIP: 46131 BUSINESS PHONE: 3177389408 MAIL ADDRESS: STREET 1: 980 HURRICANE RD CITY: FRANKLIN STATE: IN ZIP: 446131 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MARINE DRIVE SYSTEMS INC CENTRAL INDEX KEY: 0001047226 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 580941862 STATE OF INCORPORATION: NJ FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: S-1/A SEC ACT: SEC FILE NUMBER: 333-37703-05 FILM NUMBER: 97736730 BUSINESS ADDRESS: STREET 1: GRISOM AERPLES 1175 N HOOSIER BLVD CITY: PERU STATE: IN ZIP: 46970 BUSINESS PHONE: 7656898176 MAIL ADDRESS: STREET 1: GRISOM AEROPLES 1175 N HOOSIER BLVD CITY: PERU STATE: IN ZIP: 46970 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERNATIONAL FUEL SYSTEMS INC CENTRAL INDEX KEY: 0001047229 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 232212698 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: S-1/A SEC ACT: SEC FILE NUMBER: 333-37703-06 FILM NUMBER: 97736731 BUSINESS ADDRESS: STREET 1: 2902 ENTERPRISE DR CITY: ANDERSON STATE: IN ZIP: 46013 BUSINESS PHONE: 3177389408 MAIL ADDRESS: STREET 1: 980 HURRICANE RD CITY: FRANKLIN STATE: IN ZIP: 46131 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FRANKLKIN POWER PRODUCTS INC CENTRAL INDEX KEY: 0001047233 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 351809762 STATE OF INCORPORATION: IN FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: S-1/A SEC ACT: SEC FILE NUMBER: 333-37703-07 FILM NUMBER: 97736732 BUSINESS ADDRESS: STREET 1: 400 FORSYTHE STREET P O BOX 667 CITY: FRANKLIN STATE: IN ZIP: 46131 BUSINESS PHONE: 3177382117 MAIL ADDRESS: STREET 1: 400 FORSYTHE STREET P O BOX 667 CITY: FRANKLIN STATE: IN ZIP: 46131 FILER: COMPANY DATA: COMPANY CONFORMED NAME: POWER INVESTMENTS INC CENTRAL INDEX KEY: 0001047236 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 351567602 STATE OF INCORPORATION: IN FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: S-1/A SEC ACT: SEC FILE NUMBER: 333-37703-08 FILM NUMBER: 97736733 BUSINESS ADDRESS: STREET 1: 400 FORSYTHE STREET P O BOX 667 CITY: FRANKLIN STATE: IN ZIP: 46131 BUSINESS PHONE: 3177382117 MAIL ADDRESS: STREET 1: 400 FORSYTHE STREET P O BOX 667 CITY: FRANKLIN STATE: IN ZIP: 46131 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MCA INC OF MISSISSIPPI CENTRAL INDEX KEY: 0001047241 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 640765216 STATE OF INCORPORATION: MS FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: S-1/A SEC ACT: SEC FILE NUMBER: 333-37703-09 FILM NUMBER: 97736734 BUSINESS ADDRESS: STREET 1: 412 BAY ST P O BOX 257 CITY: HIEDELBERG STATE: MS ZIP: 39439 BUSINESS PHONE: 6017872688 FILER: COMPANY DATA: COMPANY CONFORMED NAME: R&L TOOL CO INC CENTRAL INDEX KEY: 0001047245 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 640701131 STATE OF INCORPORATION: MS FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: S-1/A SEC ACT: SEC FILE NUMBER: 333-37703-10 FILM NUMBER: 97736735 BUSINESS ADDRESS: STREET 1: R I BOX 320 HIGHWAY 481 N CITY: RALEIGH STATE: MS ZIP: 39153 BUSINESS PHONE: 6015362193 FILER: COMPANY DATA: COMPANY CONFORMED NAME: A&B CORES INC CENTRAL INDEX KEY: 0001047246 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 640815878 STATE OF INCORPORATION: MS FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: S-1/A SEC ACT: SEC FILE NUMBER: 333-37703-11 FILM NUMBER: 97736736 BUSINESS ADDRESS: STREET 1: 225 WHITE OAK DRIVE P O BOX 339 CITY: RALEIGH STATE: MS ZIP: 391533 BUSINESS PHONE: 6017829922 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DALEX INC CENTRAL INDEX KEY: 0001047247 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 640719018 STATE OF INCORPORATION: MS FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: S-1/A SEC ACT: SEC FILE NUMBER: 333-37703-12 FILM NUMBER: 97736737 BUSINESS ADDRESS: STREET 1: BAY SPRINGS INDUSTRIAL PARK P O BOX1901 STREET 2: 123 COMMERCE STREET CITY: BAY SPRINGS STATE: MS ZIP: 39422 BUSINESS PHONE: 6017644168 FILER: COMPANY DATA: COMPANY CONFORMED NAME: A&B ENTERPRISES INC CENTRAL INDEX KEY: 0001047248 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 640643692 STATE OF INCORPORATION: MS FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: S-1/A SEC ACT: SEC FILE NUMBER: 333-37703-13 FILM NUMBER: 97736738 BUSINESS ADDRESS: STREET 1: HIGHWAY 18 WEST PO BOX 8 CITY: MERIDAN STATE: MS ZIP: 39153 BUSINESS PHONE: 6017829922 FILER: COMPANY DATA: COMPANY CONFORMED NAME: A&B GROUP INC CENTRAL INDEX KEY: 0001047249 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 64082345 STATE OF INCORPORATION: MS FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: S-1/A SEC ACT: SEC FILE NUMBER: 333-37703-14 FILM NUMBER: 97736739 BUSINESS ADDRESS: STREET 1: 1029 B STREET CITY: MERIDIAN STATE: MS ZIP: 39391 BUSINESS PHONE: 6014858575 FILER: COMPANY DATA: COMPANY CONFORMED NAME: REMAN HOLDINGS INC CENTRAL INDEX KEY: 0001047257 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 521910536 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: S-1/A SEC ACT: SEC FILE NUMBER: 333-37703-15 FILM NUMBER: 97736740 BUSINESS ADDRESS: STREET 1: 2902 ENTERPRISE DR CITY: ANDERSON STATE: IN ZIP: 46013 BUSINESS PHONE: 7657786499 MAIL ADDRESS: STREET 1: 2902 ENTERPRISE DRIVE CITY: ANDERSON STATE: IN ZIP: 46013 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DELCO REMY AMERICA INC CENTRAL INDEX KEY: 0001047268 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 351909405 STATE OF INCORPORATION: DE FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: S-1/A SEC ACT: SEC FILE NUMBER: 333-37703-16 FILM NUMBER: 97736741 BUSINESS ADDRESS: STREET 1: 2902 ENTERPRISE DRIVE CITY: ANDERSON STATE: IN ZIP: 46013 MAIL ADDRESS: STREET 1: 2902 ENTERPRISE DRIVE CITY: ANDERSON STATE: IN ZIP: 46013 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NABCO INC /MI/ CENTRAL INDEX KEY: 0001047535 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 382105668 STATE OF INCORPORATION: MI FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: S-1/A SEC ACT: SEC FILE NUMBER: 333-37703-17 FILM NUMBER: 97736742 BUSINESS ADDRESS: STREET 1: 591 E CHURCH ST STREET 2: PO BOX 66 CITY: REED CITY STATE: MI ZIP: 49677 BUSINESS PHONE: 6168328104 S-1/A 1 FORM S-1/A AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 10, 1997. REGISTRATION NO. 333-37703 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------------- AMENDMENT NO. 5 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------- DELCO REMY INTERNATIONAL, INC. DELCO REMY AMERICA, INC. REMY INTERNATIONAL, INC. REMAN HOLDINGS, INC. NABCO, INC. THE A&B GROUP, INC. A&B ENTERPRISES, INC. DALEX, INC. A&B CORES, INC. R&L TOOL COMPANY, INC. MCA, INC. OF MISSISSIPPI POWER INVESTMENTS, INC. FRANKLIN POWER PRODUCTS, INC. INTERNATIONAL FUEL SYSTEMS, INC. MARINE DRIVE SYSTEMS, INC. MARINE CORPORATION OF AMERICA POWRBILT PRODUCTS, INC. WORLD WIDE AUTOMOTIVE, INC. (EXACT NAMES OF REGISTRANTS AS SPECIFIED IN THEIR CHARTERS) ---------------- 2902 ENTERPRISE DRIVE, ANDERSON, INDIANA 46013, TELEPHONE: (765) 778-6499 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) ---------------- SUSAN E. GOLDY, ESQ. VICE PRESIDENT AND GENERAL COUNSEL DELCO REMY INTERNATIONAL, INC. 2902 ENTERPRISE DRIVE, ANDERSON, INDIANA, 46013, TELEPHONE (765) 778-6799 (ADDRESS INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) ---------------- COPIES TO: CHRISTOPHER G. KARRAS, ESQ. MARC S. ROSENBERG, ESQ. DECHERT PRICE & RHOADS CRAVATH, SWAINE & MOORE 4000 BELL ATLANTIC TOWER WORLDWIDE PLAZA 1717 ARCH STREET 825 EIGHTH AVENUE PHILADELPHIA, PENNSYLVANIA 19103-2793 NEW YORK, NEW YORK 10019 (215) 994-4000 (212) 474-1000 ================================================================================ ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. (a) Exhibits The following exhibits are filed herewith unless otherwise indicated:
EXHIBIT NUMBER DESCRIPTION ------- ----------- 1.1** Form of Underwriting Agreement 3.1+++++ Form of Certificate of Incorporation of the Company, as amended 3.2++++ By-laws of the Company 4.1** Form of Indenture, including form of Note 5.1 Opinion of Dechert Price & Rhoads, counsel to the Company, Delco Remy America, Inc. ("DRA") Reman Holdings, Inc. Remy International, Inc. and Marine Drive Systems, Inc. 5.2 Opinion of Young, Williams, Henderson & Fuselier, P.A., counsel to the A & B Group, Inc., A & B Enterprises, Inc., Dalex, Inc., A & B Cores, Inc., MCA, Inc. of Mississippi and R & L Tool Company, Inc. 5.3 Opinion of Porteous & White P.C., counsel to Nabco, Inc. 5.4 Opinion of Stephen Plopper & Associates, P.C., counsel to Power Investments, Inc., Franklin Power Products, Inc., International Fuel Systems, Inc., Powrbilt Products, Inc. and Marine Corporation of America, Inc. 5.5 Opinion of Hunton & Williams, counsel to World Wide Automotive, Inc. 10.1++++ Light Duty Starter Motor Supply Agreement, dated July 31, 1994, by and between Delco Remy America, Inc. ("DRA") and General Motors Corporation ("GM") 10.2++++ Heavy Duty Component Supply Agreement, dated July 31, 1994, by and between DRA and GM 10.3++++ Distribution and Supply Agreement, dated July 31, 1994, by and between DRA and GM 10.4+ Trademark License, dated July 31, 1994, by and among DRA, DR International, Inc. and GM 10.5+ Tradename License Agreement, dated July 31, 1994, by and among DRA, DR International, Inc. and GM 10.6+ Partnership Agreement of Delco Remy Mexico S. de R.L. de C.V., dated April 17, 1997 10.7++ Joint Venture Agreement, dated , by and between Remy Korea Holdings, Inc. and S.C. Kim 10.8+ Securities Purchase and Holders Agreement, dated July 29, 1994, by and among the Company, CVC, WEP, MascoTech, Harold K. Sperlich, James R. Gerrity and the individuals named therein as Management Investors 10.9+ Registration Rights Agreement, dated July 29, 1994, by and among the Company, CVC, WEP, MascoTech, Harold K. Sperlich, James R. Gerrity and the individuals named therein as Management Investors 10.10+++ Employment Agreement, dated July 31, 1994 by and between Delco Remy International, Inc. and Thomas J. Snyder 10.11++++ Form of Fourth Amended and Restated Financing Agreement, dated as of , 1997, among the Company, certain of the Company's subsidiaries signatories thereto and Bank One, Indianapolis, National Association, The CIT Group/Business Credit, Inc. 10.12+ Indenture, dated as of August 1, 1996, among the Company, certain of the Company's subsidiaries signatories thereto and National City Bank of Indiana, as trustee 10.13++++ Form of 8% Subordinated Debenture of DRA, due July 31, 2004 in favor of GM 10.14+ Contingent Purchase Price Note of DRA, in favor of GM, dated July 31, 1994 10.15++ Lease by and between ANDRA L.L.L. and DRA, dated February 9, 1995 10.16++ Lease by and between Eagle I L.L.L. and DRA, dated August 11, 1995 10.17+++++ Subordination Agreement, dated July 31, 1994, by and among the CIT Group, Inc. and World Subordinated Debt Partners, L.P. 11.1+++++ Statement re Computation of Earnings per Share 12.1+ Statement re Computation of Ratios 21.1++++ Subsidiaries of Registrant
II-3
EXHIBIT NUMBER DESCRIPTION ------- ----------- 23.1** Consent of Ernst & Young LLP (see page II-13) 23.2** Consent of Fiedman & Fuller P.C. (see page II-14) 23.3 Consent of Dechert Price & Rhoads included in Exhibit 5.1 23.4 Consent of Young, Williams, Henderson & Fuselier P.A. included in Exhibit 5.2 23.5 Consent of Porteous & White P.C. included in Exhibit 5.3 23.6 Consent of Stephen Plopper & Associates, P.C. included in Exhibit 5.4 23.7 Consent of Hunton & Williams included in Exhibit 5.5 24.1 Power of Attorney included on Signature Page 25.1** Form T-1 Statement of Eligibility of Trustee
- -------- * To be filed by amendment. ** Previously filed. + Incorporated by reference to the Exhibit of the same number to the Registration Statement on Form S-1 previously filed by the Company on October 10, 1997, registering the issuance of the Company's Class A Common Stock, par value $.01 per share. ++ Incorporated by reference to the Exhibit of the same number to Amendment No. 1 to the Equity Registration Statement which was filed by the Company on October 22, 1997. +++ Incorporated by reference to the Exhibit of the same number to Amendment No. 2 to the Equity Registration Statement which was filed by the Company on November 21, 1997. ++++ Incorporated by reference to the Exhibit of the same number to Amendment No. 3 to the Equity Registration Statement which was filed by the Company on November 26, 1997. +++++ Incorporated by reference to the Exhibit of the same number to Amendment No. 4 to the Equity Registration Statement which was filed by the Company on December 8, 1997. (b) Financial Statement Schedules: None II-4 SIGNATURES PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANTS HAVE DULY CAUSED THIS AMENDMENT NO. 5 TO THE REGISTRATION STATEMENT TO BE SIGNED ON THEIR BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF ANDERSON AND STATE OF INDIANA ON DECEMBER 9, 1997. Delco Remy International, Inc. By: Harold K. Sperlich --------------------------------- Harold K. Sperlich Chairman FOR THE REGISTRANTS AS SET FORTH ON THE FACING SHEET By: David L. Harbert ---------------------------------- David L. Harbert Vice President PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS AMENDMENT NO. 5 TO THE REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE FOLLOWING CAPACITIES ON DECEMBER 9, 1997. DELCO REMY INTERNATIONAL, INC. Harold K. Sperlich* Chairman (principal executive officer) and Director David L. Harbert* Executive Vice President and Chief Financial Officer (principal financial and principal accounting officer) E.H. Billig _________________________ E.H. Billig Director Richard M. Cashin, Jr.* Director Michael A. Delaney* Director James R. Gerrity* Director Robert J. Schultz* Director Thomas J. Snyder* Director - ------------------------- * For manual signature, see page II-12. II-6 DELCO REMY AMERICA, INC. Harold K. Sperlich * Chairman (principal executive officer) and Director David L. Harbert* Executive Vice President and Chief Financial Officer (principal financial and principal accounting officer) E.H. Billig - --------------------- E.H. Billig Director Richard M. Cashin, Jr. * Director Michael A. Delaney* Director James R. Gerrity* Director Thomas J. Snyder* Director REMY INTERNATIONAL, INC. Harold K. Sperlich * Chairman (principal executive officer) and Director David L. Harbert* Executive Vice President and Chief Financial Officer (principal financial and principal accounting officer) E.H. Billig - --------------------- E.H. Billig Director Richard M. Cashin, Jr. * Director Michael A. Delaney* Director James R. Gerrity* Director Thomas J. Snyder* Director - ------------------------- *For manual signature, see page II-12. II-7 REMAN HOLDINGS, INC. Harold K. Sperlich * Chairman (principal executive officer) and Director David L. Harbert* Executive Vice President and Chief Financial Officer (principal financial and principal accounting officer) E.H. Billig - --------------------- E.H. Billig Director Richard M. Cashin, Jr. * Director Michael A. Delaney* Director James R. Gerrity* Director Thomas J. Snyder* Director NABCO, INC. Nicholas J. Bozich* President and Chief Executive Officer (principal executive officer) David L. Harbert* Vice President, Treasurer (principal financial and principal accounting officer) and Director Thomas J. Snyder* Director THE A&B GROUP, INC. John M. Mayfield* President (principal executive officer) David L. Harbert* Vice President, Treasurer (principal financial and principal accounting officer) and Director Thomas J. Snyder* Director James R. Gerrity* Director - ------------------------- * For manual signature, see page II-12. II-8 A&B ENTERPRISES, INC. John M. Mayfield* President (principal executive officer) David L. Harbert* Vice President, Treasurer (principal financial and principal accounting officer) and Director Thomas J. Snyder* Director James R. Gerrity* Director DALEX, INC. John M. Mayfield* President (principal executive officer) David L. Harbert* Vice President, Treasurer (principal financial and principal accounting officer) and Director Thomas J. Snyder* Director James R. Gerrity* Director A&B CORES, INC. John M. Mayfield* President (principal executive officer) David L. Harbert* Vice President, Treasurer (principal financial and principal accounting officer) and Director Thomas J. Snyder* Director James R. Gerrity* Director - ------------------------- * For manual signature, see page II-12. II-9 R&L TOOL COMPANY, INC. John M. Mayfield* President (principal executive officer) David L. Harbert* Vice President, Treasurer (principal financial and principal accounting officer) and Director Thomas J. Snyder* Director James R. Gerrity* Director MCA, INC. OF MISSISSIPPI John M. Mayfield* President (principal executive officer) David L. Harbert* Vice President, Treasurer (principal financial and principal accounting officer) and Director Thomas J. Snyder* Director James R. Gerrity* Director POWER INVESTMENTS, INC. J. Michael Jarvis* President (principal executive officer) and Director David L. Harbert* Vice President, Treasurer (principal financial and principal accounting officer) and Director Thomas J. Snyder* Director - ------------------------- * For manual signature, see page II-12. II-10 FRANKLIN POWER PRODUCTS, INC. J. Michael Jarvis* President (principal executive officer) and Director David L. Harbert* Vice President, Treasurer (principal financial and principal accounting officer) and Director Thomas J. Snyder* Director INTERNATIONAL FUEL SYSTEMS, INC. J. Michael Jarvis* President (principal executive officer) and Director David L. Harbert* Vice President, Treasurer (principal financial and principal accounting officer) and Director Thomas J. Snyder* Director MARINE DRIVE SYSTEMS, INC. J. Michael Jarvis* President (principal executive officer) and Director David L. Harbert* Vice President, Treasurer (principal financial and principal accounting officer) and Director Thomas J. Snyder* Director - ------------------------- * For manual signature, see page II-12 II-11 MARINE CORPORATION OF AMERICA J. Michael Jarvis* President (principal executive officer) and Director David L. Harbert* Vice President, Treasurer (principal financial and principal accounting officer) and Director Thomas J. Snyder* Director POWRBILT PRODUCTS, INC. J. Michael Jarvis* President (principal executive officer) and Director David L. Harbert* Vice President, Treasurer (principal financial and principal accounting officer) and Director Thomas J. Snyder* Director WORLD WIDE AUTOMOTIVE, INC. Richard L. Keister* President (principal executive officer) and Director David L. Harbert* Vice President, Treasurer (principal financial and principal accounting officer) and Director Thomas J. Snyder* Director Thomas J. Snyder *By: ________________________________ Thomas J. Snyder, Attorney-in- Fact II-12 EX-5.1 2 OPINION OF DECHERT PRICE AND RHOADS Exhibit 5.1 December 10, 1997 Delco Remy International, Inc. 2902 Enterprise Drive Anderson, IN 46013 Re: Form S-1 Registration Statement Registration No. 33-37703 ------------------------- Gentlemen and Ladies: We have acted as counsel to Delco Remy International, Inc., a Delaware corporation (the "Company"), Delco Remy America, Inc., a Delaware corporation ("DRA"), Reman Holdings, Inc., a Delaware corporation ("Reman"), Remy International, Inc., a Delaware corporation ("Remy"), Marine Drive Systems, Inc., a New Jersey corporation ("Marine Drive" and collectively with DRA, Reman, and Remy, the "Relevant Subsidiaries"), The A&B Group, Inc., a Mississippi corporation, A&B Enterprises, Inc., a Mississippi corporation, Dalex, Inc. a Mississippi corporation, A&B Cores, Inc., a Mississippi corporation, MCA, Inc. of Mississippi, a Mississippi corporation, R&L Tool Company, Inc., a Mississippi corporation, Nabco, Inc. a Michigan corporation, Power Investments, Inc., an Indiana corporation, Franklin Power Products, Inc., an Indiana corporation, International Fuel Systems, Inc. an Indiana corporation, Marine corporation of America, Inc., an Indiana corporation, Powrbilt Products, Inc., a Texas corporation and World Wide Automotive, Inc., a Virginia corporation (such companies collectively with the Relevant Subsidiaries, the "Guarantors") in connection with the preparation and filing of the Registration Statement on Form S-1 (Registration No. 33-37703), originally filed on October 10, Delco Remy International, Inc. December 10, 1997 Page 2 1997, with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and the Trust Indenture Act of 1939, as amended, and as subsequently amended by amendments thereto filed on October 22, 1997, November 21, 1997, November 26, 1997, December 9, 1997 and an amendment to be filed today (the "Registration Statement"), relating to the proposed issuance of an aggregate of $130,000,000 principal amount of Senior Notes Due 2007 (the "Senior Notes") of the Company and guaranteed by the Guarantors (the "Guaranties"). The Senior Notes are to be issued pursuant to the terms of an Indenture substantially in the form filed as Exhibit 4.1 to the Registration Statement (the "Indenture"), between the Company and United States Trust Company of New York, as Trustee. We have participated in the preparation of the Registration Statement and have made such legal and factual examination and inquiry which we have deemed advisable for the rendering of this opinion. In making our examination we have assumed the genuiness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to all authentic original documents of all documents submitted to us as copies. Based on the, foregoing it is our opinion that: 1. The Senior Notes have been duly authorized by the Company, and when executed, authenticated and delivered in accordance with the terms of the Indenture, and paid for in the manner and at the prices set forth in the Registration Statement, will constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization or other similar laws affecting creditors' rights or debtors' obligations and to general principles of equity. 2. Each Guaranty issued by a Relevant Subsidiary has been duly authorized by the respective Relevant Subsidiary and when executed, authenticated and delivered in accordance with the terms of the Indenture and when the Senior Notes have been paid for in the manner and at the price set forth in the Registration Statement, will constitute the legal, valid and binding obligation of each Relevant Subsidiary, enforceable against each Relevant Subsidiary in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization or other similar laws affecting creditors' rights or debtors' obligations and to general principles of equity. The opinions expressed herein are rendered solely for your benefit in connection with the transactions contemplated hereby. The opinions expressed herein may not be used or relied upon by any other person nor may this letter or any copies hereof be furnished to a third party, filed with a governmental agency, quoted, cited or otherwise referred to without our prior written consent, except as provided below. Delco Remy International, Inc. December 10, 1997 Page 3 We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name in the Prospectus contained therein, under the caption "Legal Matters." Such consent does not constitute a consent under Section 7 of the Securities Act ("Section 7"), since in consenting to the reference to our firm under such heading we have not certified any part of such Registration Statement and do not otherwise come within the categories of persons whose consent is required under Section 7 or under the rules and regulations promulgated by the Securities and Exchange Commission. Very truly yours, Dechert Price & Rhoads EX-5.2 3 OPINION OF YOUNG WILLIAMS, HENDERSON & FUSELIER Exhibit 5.2 [LETTERHEAD OF YOUNG, WILLIAMS, HENDERSON & FUSELIER, P.A. APPEARS HERE] December 9, 1997 Delco Remy International, Inc. 2902 Enterprise Drive Anderson, IN 46013 Re: Form S-1 Registration Statement Registration No. 33-37703 Gentlemen and Ladies: We have acted as counsel to The A&B Group, Inc., a Mississippi corporation, A&B Enterprises, Inc., a Mississippi corporation, Dalex, Inc., a Mississippi corporation, A&B Cores, Inc., a Mississippi corporation, MCA, Inc. of Mississippi, a Mississippi corporation, and R&L Tool Company, Inc., a Mississippi corporation (each a "Subsidiary Guarantor" and collectively the "Subsidiary Guarantors") in connection with the proposed guarantee of $130,000,000 principal amount of __% Senior Notes Due 2007 (the "Senior Notes") of Delco Remy International, Inc., a Delaware corporation (the "Company") by the Subsidiary Guarantors (each a "Guaranty" and collectively the "Guaranties"). The Senior Notes are to be issued pursuant to the terms of an indenture substantially in the form filed as Exhibit 4.1 to the Registration Statement (the "Indenture"), between the Company and United States Trust Company of New York, as Trustee. In making our examination and rendering the opinions set forth below, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to all authentic original documents of all documents submitted to us as copies. Based on the foregoing, it is our opinion that each Guaranty issued by a Subsidiary Guarantor has been duly authorized by the respective Subsidiary Guarantor and when executed, authenticated and delivered in accordance with the terms of the Indenture and when the Senior Notes are paid for in the manner and at the price set forth in the Registration Statement, will constitute the legal, valid and binding obligation of each Subsidiary Guarantor, enforceable against each Subsidiary Guarantor in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization or other similar laws affecting creditors' rights or debtors' obligations and to general principles of equity. The opinions expressed herein are rendered solely for your benefit in connection with the transactions contemplated hereby. The opinions expressed herein may not be used or relied upon by any other person nor may this letter or any copies hereof be furnished to a third party, filed with a governmental agency, quoted, cited or otherwise referred to without our prior written consent, except as provided below. [LETTERHEAD OF YOUNG, WILLIAMS, HENDERSON & FUSELIER, P.A. APPEARS HERE] Delco Remy International, Inc. December 9, 1997 Page 2 We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name in the Prospectus contained therein, under the caption "Legal Matters." Such consent does not constitute a consent under Section 7 of the Securities Act ("Section 7"), since in consenting to the reference to our firm under such heading we have not certified any part of such Registration Statement and do not otherwise come within the categories of persons whose consent is required under Section 7 or under the rules and regulations promulgated by the Securities and Exchange Commission. Sincerely, YOUNG, WILLIAMS, HENDERSON & FUSELIER, P.A. By: /s/ Don H. Goode ------------------------------ Don H. Goode DHG:cmg EX-5.3 4 OPINION OF PORTEOUS & WHITE P.C. Exhibit 5.3 [LETTERHEAD OF PORTEOUS & WHITE P.C. APPEARS HERE] December 9, 1997 Nabco, Inc. c/o Delco Remy International, Inc. 2902 Enterprise Drive Anderson IN 46013 RE: Guarantee of Nabco, Inc. Form S-1 Registration Statement Registration No. 33-37703 Gentlemen and Ladies: We have acted as counsel to Nabco, Inc., a Michigan Corporation ("Guarantor") in connection with the guarantee by Nabco, Inc. of $130,000,000 principal amount % Senior Notes Due 2007 (the "Senior Notes") of Delco Remy International, Inc. ("Company") and guaranteed by certain subsidiaries of the Company including Nabco, Inc. in connection with which the Company has filed a Registration Statement on Form S-1 (Registration No. 33-37703), originally filed on October 10, 1997, with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and the Trust Indenture Act of 1939, as amended, and as subsequently amended by amendments thereto filed on October 22, 1997, November 21, 1997, November 26, 1997 and December 9, 1997 (the "Registration Statement"). The Senior Notes are to be issued pursuant to the terms of an Indenture substantially in the form filed as Exhibit 4.1 to the Registration Statement (the "Indenture"), between Delco Remy International, Inc. and United States Trust Company of New York, as Trustee. We have examined the originals or copies, certified or otherwise, identified to our satisfaction, of the Certificate or Articles of Incorporation and Bylaws of the Guarantor, certificates of public officials and of the officers of the Guarantor and such other agreements, December 9, 1997 Page 2 instruments, and other documents as we have deemed necessary or appropriate for purposes of the opinions expressed below. In making such examination and rendering the opinions set forth below, we have assumed the genuineness of all signatures (other than those of the Guarantor), the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as certified, conformed or photostatic copies and the authenticity of the originals of such documents. As to questions of fact material to our opinions, we have relied, after due inquiry but without independent investigation, upon representations of the Guarantor and on certificates of its officers and of public officials. Based upon the foregoing and subject to the assumptions and qualifications set forth herein, we are of the opinion that: The Guaranty issued by the Guarantor has been duly authorized by the Guarantor and when executed, authenticated and delivered in accordance with the terms of the Indenture and paid for in the manner and at the price set forth in the Registration Statement, will constitute the legal valid and binding obligation of the Guarantor, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization or other similar laws affecting creditors' rights or debtors' obligations and to general principles of equity. The opinions expressed herein are rendered solely for you benefit in connection with the transactions contemplated hereby. The opinions expressed herein may not be used or relied upon by any other person nor may this letter or any copies hereof be furnished to a third party, filed with a governmental agency, quoted, cited or otherwise referred to without our prior written consent, except as provided below. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name in the Prospectus contained therein, under the caption "Legal Matters." Such consent does not constitute a consent under Section 7 of the Securities Act ("Section 7"), since in consenting to the reference to our firm under such heading we have December 9, 1997 Page 3 not certified any part of such Registration Statement and do not otherwise come within the categories of persons whose consent is required under Section 7 or under the rules and regulations promulgated by the Securities and Exchange Commission. Very truly yours, PORTEOUS & WHITE, P.C. /s/ David L. Porteous BY: David L. Porteous DLP/tp EX-5.4 5 OPINION OF STEVEN PLOPPER ASSOCIATES, P.C. Exhibit 5.4 [LETTERHEAD OF STEPHEN PLOPPER & ASSOCIATES, P.C. APPEARS HERE] December 9, 1997 Power Investments, Inc. Franklin Power Products, Inc. International Fuel Systems, Inc. Marine Corporation of America, Inc. 400 Forsythe Street Franklin, Indiana 46131 RE: Form S-1 Registration Statement Registration No. 333-37703 Gentlemen and Ladies: We have acted as counsel to Power Investments, Inc., an Indiana corporation, Franklin Power Products, Inc., an Indiana corporation, International Fuel Systems, Inc., an Indiana corporation Marine Corporation of America, Inc., an Indiana corporation, Marine Drive Systems Inc., a New Jersey Corporation and Powrbilt Products, Inc., a Texas Corporation and (such companies, collectively the "Guarantors"), relating to the proposed issuance of an aggregate of $130,000,000 principal amount of _____% Senior Notes due 2007 (the "Senior Notes") of Delco Remy International, Inc., a Delaware corporation (the "Company") and guaranteed by the Guarantors (the "Guaranties"). The Senior Notes are to be issued pursuant to the terms of an Indenture substantially in the form filed as Exhibit 4.1 (the "Indenture") to that certain Registration Statement on Form S-1 (Registration No. 333-37703), originally filed on October 10, 1997, with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and the Trust Indenture Act of 1939, as amended, and as subsequently amended by amendments thereto filed on October 22, 1997, November 21, 1997, November 26, 1997, December 9, 1997 and an amendment to be filed today (the "Registration Statement"). The Indenture is between the Company and United Trust Company of New York, as Trustee. We have reviewed the Indenture, Article X of which contains the Guaranties and have made such legal and factual examination and inquiry which we have deemed advisable for the rendering of this opinion. In making our examination, we have December 9, 1997 Page 2 assured the genuiness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to all authentic original documents of all documents submitted to us as copies. Based on the foregoing, it is our opinion that: Each Guaranty issued by each respective Guarantor has been duly authorized by the respective Guarantor and when executed, authenticated, and delivered in accordance with the terms of the Indenture and paid for in the manner and at the price set forth in the Registration Statement, will constitute the legal, valid and binding obligation of each Guarantor in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization or other similar laws affecting creditor's rights or debtor's obligations and to general principles of equity. The opinion expressed herein is rendered solely for your benefit in connection with the transactions contemplated hereby. The opinion expressed herein may not be used or relied upon by any person nor may this letter or any copies hereof be furnished to a third party, filed with a governmental agency, quoted, cited or otherwise referred to without our prior written consent, except as provided below. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name in the prospectus contained therein, under the caption "Legal Matters." Such consent does not constitute a consent under Section 7 of the Securities Act ("Section 7"), since in consenting to the reference to our firm under such heading, we have not certified any part of such Registration Statement and do not otherwise come within the categories of persons whose consent is required under Section 7 or under the rules and registrations promulgated by the Securities and Exchange Commission. Sincerely yours, STEPHEN PLOPPER & ASSOCIATES, P.C. /s/ Stephen Plopper ---------------------------------------- Stephen E. Plopper SEP/psd EX-5.5 6 OPINION OF HUNTON & WILLIAMS Exhibit 5.5 [LETTERHEAD OF HUNTON & WILLIAMS APPEARS HERE] December 10, 1997 Delco Remy International, Inc. 2902 Enterprise Drive Anderson, IN 46013 World Wide Automotive, Inc. Winchester, Virginia 22601 Form S-1 Registration Statement Registration No. 33-37703 ------------------------- Gentlemen and Ladies: We have acted as Virginia counsel to World Wide Automotive Inc., a Virginia corporation ("Guarantor") in connection with the preparation and filing by Delco Remy International, Inc., a Delaware corporation (the "Company"), the Guarantor and other guarantors of the Registration Statement on Form S-1 (Registration No. 33-37703), originally filed on October 10, 1997, with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and the Trust Indenture Act of 1939, as amended, and as subsequently amended by amendments thereto filed on October 22, 1997, November 21, 1997, November 26, 1997, December 9, 1997 and an amendment to be filed today (the "Registration Statement"), relating to the proposed issuance of an aggregate of $130,000,000 principal amount of Senior Notes Due 2007 (the "Senior Notes") of the Company to be guaranteed by the Guarantor (the "Guaranty") and by other guarantors. The Senior Notes are to be issued pursuant to the terms of an Indenture substantially in the form filed as Exhibit 4.1 to the Registration Statement (the "Indenture"), between the Company and United States Trust Company of New York, as Trustee. The Guaranty is contained in Article 10 of the Indenture. Hunton & Williams Delco Remy International, Inc. December 10, 1997 Page 2 We have made such legal and factual examination and inquiry as we have deemed advisable for the rendering of this opinion. In making our examination we have assumed the genuiness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to all authentic original documents of all documents submitted to us as copies. Based on the foregoing, it is our opinion that the Guarantor has authorized the issuance of the Guaranty and when the Guaranty has been approved, executed, authenticated and delivered in accordance with the terms of the Indenture and when the Senior Notes have been paid for in the manner and at the price set forth in the Registration Statement, the Guaranty will constitute the legal, valid and binding obligation of the Guarantor, enforceable against the Guarantor in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent, conveyance, moratorium, reorganization or other similar laws affecting creditors' rights or debtors' obligations and to general principles of equity. The opinions expressed herein are rendered solely for your benefit in connection with the transactions contemplated hereby. The opinions expressed herein may not be used or relied upon by any other person nor may this letter or any copies hereof be furnished to a third party, filed with a governmental agency, quoted, cited or otherwise referred to without our prior written consent, except as provided below. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ Hunton & Williams -----END PRIVACY-ENHANCED MESSAGE-----