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 of Securities Issued in a 149 688K
Business-Combination Transaction
2: EX-5 Opinion of Laurene H. Horiszny 2± 9K
3: EX-23.1 Consent of Deloitte & Touche LLP 1 7K
4: EX-23.2 Consent of Arthur Andersen LLP 1 6K
5: EX-23.3 Consent of Kpmg Peat Marwick 1 6K
6: EX-23.5 Consent of the Robinson-Humphrey Company, LLC 1 6K
7: EX-24 Powers of Attorney 4 15K
8: EX-99.1 Form of Proxy Card of Kuhlman 2 9K
9: EX-99.2 Form of Letter of Transmittal/ Form of Election 15 80K
EX-24 — Powers of Attorney
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EXHIBIT 24
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POWER OF ATTORNEY
The undersigned directors of Borg-Warner Automotive, Inc. (the
"Corporation"), hereby appoint John F. Fiedler, Laurene H. Horiszny and Vincent
M. Lichtenberger as their true and lawful attorneys-in-fact, with full power for
and on their behalf to execute, in their names and capacities as directors of
the Corporation, and to file with the Securities and Exchange Commission on
behalf of the Corporation under the Securities Act of 1933, as amended, any and
all Registration Statements (including any and all amendments or post-effective
amendments thereto) relating to the offering of the Corporation's common stock,
$0.01 par value (and associated preferred stock purchase rights), by the
Corporation in connection with the merger of a subsidiary of the Corporation
with and into Kuhlman Corporation.
This Power of Attorney automatically ends upon the termination of Mr. Fiedler's,
Ms. Horiszny's and Mr. Lichtenberger's service with the Corporation.
In witness whereof, the undersigned have executed this Power of Attorney on
this 20th day of January, 1999.
/s/ John F. Fiedler /s/ Ivan W. Gorr
----------------------------------- -----------------------------------
John F. Fiedler Ivan W. Gorr
/s/ Alexis P. Michas /s/ John Rau
----------------------------------- -----------------------------------
Alexis P. Michas John Rau
/s/ Jere A. Drummond /s/ James J. Kerley
----------------------------------- -----------------------------------
Jere A. Drummond James J. Kerley
/s/ Paul E. Glaske
-----------------------------------
Paul E. Glaske
EXHIBIT 24
POWER OF ATTORNEY
The undersigned officer of Borg-Warner Automotive, Inc. (the
"Corporation"), hereby appoints John F. Fiedler, Laurene H. Horiszny and
Vincent M. Lichtenberger as his true and lawful attorneys-in-fact, with full
power for and on his behalf to execute in his name and capacity as an officer
of the Corporation, and to file with the Securities and Exchange Commission on
behalf of the Corporation under the Securities Act of 1933, as amended, any and
all Registration Statements (including any and all amendments or post-effective
amendments thereto) relating to the offering of the Corporation's common stock,
$0.01 par value (and associated preferred stock purchase rights), by the
Corporation in connection with the merger of a subsidiary of the Corporation
with and into Kuhlman Corporation.
This Power of Attorney automatically ends upon the termination of Mr.
Fiedler's, Ms. Horiszny's and Mr. Lichtenberger's service with the Corporation.
In witness whereof, the undersigned has executed this Power of Attorney on this
20th day of January, 1999.
/s/ Robin J. Adams
-----------------------------------
Robin J. Adams
Vice President and Treasurer
EXHIBIT 24
POWER OF ATTORNEY
The undersigned officer of Borg-Warner Automotive, Inc. (the
"Corporation"), hereby appoints John F. Fiedler, Laurence H. Horiszny and
Vincent M. Lichtenberger as his true and lawful attorneys-in-fact, with full
power for and on his behalf to execute in his name and capacity as an officer of
the Corporation, and to file with the Securities and Exchange Commission on
behalf of the Corporation under the Securities Act of 1933, as amended, any and
all Registration Statements (including any and all amendments or post-effective
amendments thereto) relating to the offering of the Corporation's common stock,
$0.01 par value (and associated preferred stock purchase rights), by the
Corporation in connection with the merger of a subsidiary of the Corporation
with and into Kuhlman Corporation.
This Power of Attorney automatically ends upon the termination of Mr. Fiedler's,
Ms. Horiszny's and Mr. Lichtenberger's service with the Corporation.
In witness whereof, the undersigned has executed this Power of Attorney on this
19th day of January, 1999.
/s/ William C. Cline
---------------------------------
William C. Cline
Vice President and Controller
EXHIBIT 24
POWER OF ATTORNEY
The undersigned officer of Borg-Warner Automotive, Inc. (the
"Corporation"), hereby appoints Robin J. Adams, Laurene H. Horiszny and Vincent
M. Lichtenberger as his true and lawful attorneys-in-fact, with full power for
and on his behalf to execute in his name and capacity as an officer of the
Corporation, and to file with the Securities and Exchange Commission on behalf
of the Corporation under the Securities Act of 1933, as amended, any and all
Registration Statements (including any and all amendments or post-effective
amendments thereto) relating to the offering of the Corporation's common stock,
$0.01 par value (and associated preferred stock purchase rights), by the
Corporation in connection with the merger of a subsidiary of the Corporation
with and into Kuhlman Corporation.
This Power of Attorney automatically ends upon the termination of Mr. Adams's,
Ms. Horiszny's and Mr. Lichtenberger's service with the Corporation.
In witness whereof, the undersigned has executed this Power of Attorney on this
19th day of January, 1999.
/s/ John F. Fiedler
----------------------------
John F. Fiedler
Chairman and Chief Executive
Officer
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