Registration of Securities Issued in a Business-Combination Transaction — Form S-4
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-4 Registration Statment 126 698K
2: EX-4.01 Indenture 161 585K
3: EX-5.01 Opinion of Debevoise & Plimpton 2 9K
4: EX-10.26 Registration Rights Agreement 36 127K
5: EX-12.01 Ratio of Earnings to Fixed Charges 1 8K
6: EX-23.02 Consent of Pricewaterhousecoopers 1 6K
7: EX-24.01 Powers of Attorney 6 26K
8: EX-27.01 Financial Data Schedule 1 9K
9: EX-99.01 Letter of Transmittal 15 59K
10: EX-99.02 Form of Notice of Guaranteed 4 15K
EX-24.01 — Powers of Attorney
| EX-24.01 | 1st Page of 6 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
|---|
POWER OF ATTORNEY
-----------------
The undersigned, Director, President and Chief Executive
Officer of Fairfield Manufacturing Company, Inc. (the "Company"), does hereby
constitute and appoint Richard A. Bush as his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and in
his name, place and stead in any and all capacities, to execute and deliver in
his name and on his behalf:
(a) one or more Registration Statements on Form S-4 or any
other appropriate form (each, a "Registration Statement") of the
Company to be filed by the Company with the Securities and Exchange
Commission ("SEC") (including, without limitation, Registration
Statements filed pursuant to Rule 462(b) under the Securities Act of
1933, as amended (the "Securities Act")) for the purpose of offering
to exchange (the "Exchange Offer") up to $100 million aggregate
principal amount of the Company's 9 5/8% Senior Subordinated Notes due
2008 (the "New Notes") for a like principal amount of the Company's
issued and outstanding 9 5/8% Senior Subordinated Notes due 2008 (the
"Old Notes"); and
(b) any and all supplements and amendments (including,
without limitation, post-effective amendments) to such Registration
Statements;
and any and all other documents and instruments in connection with the Exchange
Offers which such attorney-in-fact and agent deems necessary or advisable to
enable the Company to comply with (a) the Securities Act, the Securities
Exchange Act of 1934, as amended, and the other federal securities laws of the
United States of America and the rules, regulations and requirements of the SEC
in respect of any thereof, (b) the securities or Blue Sky laws of any state or
other governmental subdivision of the United States of America and (c) the
securities or similar applicable laws of Canada, England and any other foreign
jurisdiction; and the undersigned does hereby ratify and confirm as his own
acts and deeds that such attorney-in-fact and agent shall do or cause to be
done by virtue hereof. Such attorney-in-fact and agent shall have, and may
exercise, all of the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed
this power of attorney this 7th day of June, 1999.
/s/ Stephen K. Clough
-----------------------------
Stephen K. Clough
POWER OF ATTORNEY
-----------------
The undersigned, Vice President - Finance of Fairfield
Manufacturing Company, Inc. (the "Company"), does hereby constitute and appoint
Stephen K. Clough as his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him and in his name, place and
stead in any and all capacities, to execute and deliver in his name and on his
behalf:
(a) one or more Registration Statements on Form S-4 or any
other appropriate form (each, a "Registration Statement") of the
Company to be filed by the Company with the Securities and Exchange
Commission ("SEC") (including, without limitation, Registration
Statements filed pursuant to Rule 462(b) under the Securities Act of
1933, as amended (the "Securities Act")) for the purpose of offering
to exchange (the "Exchange Offer") up to $100 million aggregate
principal amount of the Company's 9 5/8% Senior Subordinated Notes due
2008 (the "New Notes") for a like principal amount of the Company's
issued and outstanding 9 5/8% Senior Subordinated Notes due 2008 (the
"Old Notes"); and
(b) any and all supplements and amendments (including,
without limitation, post-effective amendments) to such Registration
Statements;
and any and all other documents and instruments in connection with the Exchange
Offers which such attorney-in-fact and agent deems necessary or advisable to
enable the Company to comply with (a) the Securities Act, the Securities
Exchange Act of 1934, as amended, and the other federal securities laws of the
United States of America and the rules, regulations and requirements of the SEC
in respect of any thereof, (b) the securities or Blue Sky laws of any state or
other governmental subdivision of the United States of America and (c) the
securities or similar applicable laws of Canada, England and any other foreign
jurisdiction; and the undersigned does hereby ratify and confirm as his own
acts and deeds all that such attorney-in-fact and agent shall do or cause to be
done by virtue hereof. Such attorney-in-fact and agent shall have, and may
exercise, all of the powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed
this power of attorney this 7th day of June, 1999.
/s/ Richard A. Bush
------------------------------
Richard A. Bush
POWER OF ATTORNEY
-----------------
The undersigned, Chairman of the Board and a Director of
Fairfield Manufacturing Company, Inc. (the "Company"), does hereby constitute
and appoint Stephen K. Clough and Richard A. Bush, and each of them, as his
true and lawful attorneys-in-fact and agents, with full power of substitution
and resubstitution, for him and in his name, place and stead in any and all
capacities, to execute and deliver in his name and on his behalf:
(a) one or more Registration Statements on Form S-4 or any
other appropriate form (each, a "Registration Statement") of the
Company to be filed by the Company with the Securities and Exchange
Commission ("SEC") (including, without limitation, Registration
Statements filed pursuant to Rule 462(b) under the Securities Act of
1933, as amended (the "Securities Act")) for the purpose of offering
to exchange (the "Exchange Offer") up to $100 million aggregate
principal amount of the Company's 9 5/8% Senior Subordinated Notes due
2008 (the "New Notes") for a like principal amount of the Company's
issued and outstanding 9 5/8% Senior Subordinated Notes due 2008 (the
"Old Notes"); and
(b) any and all supplements and amendments (including,
without limitation, post-effective amendments) to such Registration
Statements;
and any and all other documents and instruments in connection with the Exchange
Offers which such attorneys-in-fact and agents, or any one of them, deem
necessary or advisable to enable the Company to comply with (a) the Securities
Act, the Securities Exchange Act of 1934, as amended, and the other federal
securities laws of the United States of America and the rules, regulations and
requirements of the SEC in respect of any thereof, (b) the securities or Blue
Sky laws of any state or other governmental subdivision of the United States of
America and (c) the securities or similar applicable laws of Canada, England
and any other foreign jurisdiction; and the undersigned does hereby ratify and
confirm as his own acts and deeds all that such attorneys-in-fact and agents,
and each of them, shall do or cause to be done by virtue hereof. Each one of
such attorneys-in-fact and agents shall have, and may exercise, all of the
powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed
this power of attorney this 7th day of June, 1999.
/s/ Paul S. Levy
------------------------------
Paul S. Levy
POWER OF ATTORNEY
-----------------
The undersigned, a Director of Fairfield Manufacturing
Company, Inc. (the "Company"), does hereby constitute and appoint Stephen K.
Clough and Richard A. Bush, and each of them, as his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead in any and all
capacities, to execute and deliver in his name and on his behalf:
(a) one or more Registration Statements on Form S-4 or any
other appropriate form (each, a "Registration Statement") of the
Company to be filed by the Company with the Securities and Exchange
Commission ("SEC") (including, without limitation, Registration
Statements filed pursuant to Rule 462(b) under the Securities Act of
1933, as amended (the "Securities Act")) for the purpose of offering
to exchange (the "Exchange Offer") up to $100 million aggregate
principal amount of the Company's 9 5/8% Senior Subordinated Notes due
2008 (the "New Notes") for a like principal amount of the Company's
issued and outstanding 9 5/8% Senior Subordinated Notes due 2008 (the
"Old Notes"); and
(b) any and all supplements and amendments (including,
without limitation, post-effective amendments) to such Registration
Statements;
and any and all other documents and instruments in connection with the Exchange
Offers which such attorneys-in-fact and agents, or any one of them, deem
necessary or advisable to enable the Company to comply with (a) the Securities
Act, the Securities Exchange Act of 1934, as amended, and the other federal
securities laws of the United States of America and the rules, regulations and
requirements of the SEC in respect of any thereof, (b) the securities or Blue
Sky laws of any state or other governmental subdivision of the United States of
America and (c) the securities or similar applicable laws of Canada, England
and any other foreign jurisdiction; and the undersigned does hereby ratify and
confirm as his own acts and deeds all that such attorneys-in-fact and agents,
and each of them, shall do or cause to be done by virtue hereof. Each one of
such attorneys-in-fact and agents shall have, and may exercise, all of the
powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed
this power of attorney this 7th day of June, 1999.
/s/ W.B. Lechman
----------------
W.B. Lechman
POWER OF ATTORNEY
-----------------
The undersigned, a Director of Fairfield Manufacturing
Company, Inc. (the "Company"), does hereby constitute and appoint Stephen K.
Clough and Richard A. Bush, and each of them, as his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead in any and all
capacities, to execute and deliver in his name and on his behalf:
(a) one or more Registration Statements on Form S-4 or any
other appropriate form (each, a "Registration Statement") of the
Company to be filed by the Company with the Securities and Exchange
Commission ("SEC") (including, without limitation, Registration
Statements filed pursuant to Rule 462(b) under the Securities Act of
1933, as amended (the "Securities Act")) for the purpose of offering
to exchange (the "Exchange Offer") up to $100 million aggregate
principal amount of the Company's 9 5/8% Senior Subordinated Notes due
2008 (the "New Notes") for a like principal amount of the Company's
issued and outstanding 9 5/8% Senior Subordinated Notes due 2008 (the
"Old Notes"); and
(b) any and all supplements and amendments (including,
without limitation, post-effective amendments) to such Registration
Statements;
and any and all other documents and instruments in connection with the Exchange
Offers which such attorneys-in-fact and agents, or any one of them, deem
necessary or advisable to enable the Company to comply with (a) the Securities
Act, the Securities Exchange Act of 1934, as amended, and the other federal
securities laws of the United States of America and the rules, regulations and
requirements of the SEC in respect of any thereof, (b) the securities or Blue
Sky laws of any state or other governmental subdivision of the United States of
America and (c) the securities or similar applicable laws of Canada, England
and any other foreign jurisdiction; and the undersigned does hereby ratify and
confirm as his own acts and deeds all that such attorneys-in-fact and agents,
and each of them, shall do or cause to be done by virtue hereof. Each one of
such attorneys-in-fact and agents shall have, and may exercise, all of the
powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed
this power of attorney this 7th day of June, 1999.
/s/ Jess C . Ball
---------------------------
Jess C. Ball
POWER OF ATTORNEY
-----------------
The undersigned, a Director of Fairfield Manufacturing
Company, Inc. (the "Company"), does hereby constitute and appoint Stephen K.
Clough and Richard A. Bush, and each of them, as his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead in any and all
capacities, to execute and deliver in his name and on his behalf:
(a) one or more Registration Statements on Form S-4 or any
other appropriate form (each, a "Registration Statement") of the
Company to be filed by the Company with the Securities and Exchange
Commission ("SEC") (including, without limitation, Registration
Statements filed pursuant to Rule 462(b) under the Securities Act of
1933, as amended (the "Securities Act")) for the purpose of offering
to exchange (the "Exchange Offer") up to $100 million aggregate
principal amount of the Company's 9 5/8% Senior Subordinated Notes due
2008 (the "New Notes") for a like principal amount of the Company's
issued and outstanding 9 5/8% Senior Subordinated Notes due 2008 (the
"Old Notes"); and
(b) any and all supplements and amendments (including,
without limitation, post-effective amendments) to such Registration
Statements;
and any and all other documents and instruments in connection with the Exchange
Offers which such attorneys-in-fact and agents, or any one of them, deem
necessary or advisable to enable the Company to comply with (a) the Securities
Act, the Securities Exchange Act of 1934, as amended, and the other federal
securities laws of the United States of America and the rules, regulations and
requirements of the SEC in respect of any thereof, (b) the securities or Blue
Sky laws of any state or other governmental subdivision of the United States of
America and (c) the securities or similar applicable laws of Canada, England
and any other foreign jurisdiction; and the undersigned does hereby ratify and
confirm as his own acts and deeds all that such attorneys-in-fact and agents,
and each of them, shall do or cause to be done by virtue hereof. Each one of
such attorneys-in-fact and agents shall have, and may exercise, all of the
powers hereby conferred.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed
this power of attorney this 7th day of June, 1999.
/s/ Andrew R. Heyer
-------------------
Andrew R. Heyer
↑Top
Filing Submission 0000889812-99-001813 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help —
Tue., Apr. 30, 6:00:56.1pm ET 