As filed with the Securities and Exchange Commission on July 17, 2000
Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------------
ARVINMERITOR, INC.
(Exact name of registrant as specified in its charter)
INDIANA 38-3354643
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2135 WEST MAPLE ROAD
TROY, MICHIGAN 48084-7186
(248) 435-1000
(Address of principal executive offices)
ARVINMERITOR, INC. SAVINGS PLAN
(AS SUCCESSOR TO THE ARVIN INDUSTRIES, INC. SAVINGS PLAN)
ARVINMERITOR, INC. EMPLOYEE SAVINGS PLAN
(AS SUCCESSOR TO THE ARVIN INDUSTRIES, INC. EMPLOYEE SAVINGS PLAN)
(Full title of each plan)
VERNON G. BAKER, II
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
ARVINMERITOR, INC.
2135 WEST MAPLE ROAD
TROY, MICHIGAN 48084-7186
(Name and address of agent for service)
(248) 435-1000
(Telephone number, including area code, of agent for service)
WITH A COPY TO:
FREDERICK L. HARTMANN
SCHIFF HARDIN & WAITE
6600 SEARS TOWER
CHICAGO, ILLINOIS 60606-6473
(312) 258-5500
--------------------------------
CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED
MAXIMUM MAXIMUM
AMOUNT OFFERING AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE TO BE PRICE PER OFFERING REGISTRATION
REGISTERED REGISTERED(1) SHARE(2) PRICE(2) FEE(2)
---------------------- ------------- ---------------- -------------- ------------
Common Stock, $1 par
value (including
associated preferred
stock purchase rights) 1,608,000 $16.32 $26,242,560 $6,929
Interests in the Plan (3) (3) (3) (3)
(1) Based upon 1,422,000 shares of Common Stock to be issued under
the ArvinMeritor, Inc. Savings Plan and 186,000 shares of
Common Stock to be issued under the ArvinMeritor, Inc.
Employee Savings Plan.
(2) Estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457(c) under the
Securities Act of 1933, as amended, based on $16.32 per
share, the average of the high and low sales prices reported
on the New York Stock Exchange on July 14, 2000.
(3) In addition, pursuant to Rule 416(c) under the Securities Act of
1933, this Registration Statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the Plans
described herein for which no separate fee is required.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents which have been filed by ArvinMeritor,
Inc. (the "Registrant"), or Meritor Automotive, Inc. as predecessor to
the Registrant, are incorporated herein by reference:
(a) The Annual Report on Form 10-K of Meritor Automotive, Inc.
for the fiscal year ended September 30, 1999;
(b) The Quarterly Reports on Form 10-Q of Meritor Automotive,
Inc. for the quarterly periods ended December 31, 1999 and
March 31, 2000;
(c) The Form 11-K filed for each of the Plans for the Plan Year
ended December 31, 1999;
(d) The Current Reports on Form 8-K of Meritor Automotive, Inc.
dated April 14, 2000 and June 15, 2000;
(e) The Current Report on Form 8-K of the Registrant dated July 10,
2000;
(f) The description of the Registrant's Common Stock contained
in its Registration Statement on Form S-4/A (File No. 333-
36448); and
(g) The description of the Registrant's Rights contained in the
Registration Statement on Form 8-A12B dated July 10, 2000.
All documents subsequently filed by the Registrant and/or the
Plans pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, prior to the filing of a post-
effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining
unsold, shall be deemed incorporated by reference herein and to be a
part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Indiana Business Corporation Law permits indemnification of
officers, directors, employees and agents against liabilities and
expenses incurred in proceedings if the person acted in good faith and
reasonably believed that (1) in the case of conduct in the person's
official capacity with the corporation, that the person's conduct was
in the corporation's best interests, and (2) in all other cases, that
the person's conduct was at least not opposed to the corporation's
best interests. In criminal proceedings, the person must either have
reasonable cause to believe the conduct was lawful or must have had no
reasonable cause to believe the conduct was unlawful. Unless the
articles of incorporation provide otherwise, indemnification is
mandatory in two instances: (1) a director successfully defends
himself in a proceeding to which the director was a party because the
director is or was a director of the corporation, or (2) it is court
ordered.
Section 8.06 of the ArvinMeritor Restated Articles of
Incorporation will, at the effective time of the merger, contain
provisions authorizing, to the extent permitted under the Indiana
Business Corporation Law and the ArvinMeritor By-Laws, indemnification
of directors and officers, including payment in advance of expenses in
defending an action and maintaining liability insurance on such
directors and officers. Specifically, the ArvinMeritor By-Laws will
provide that ArvinMeritor shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil or criminal,
administrative or investigative, formal or informal (an "Action"), by
reason of the fact that such person is or was a director, officer,
employee or agent of ArvinMeritor, or is or was serving at the request
of ArvinMeritor as a director, officer, employee, agent, partner,
trustee or member or in another authorized capacity of or for another
corporation, unincorporated association, business trust, estate,
partnership, trust, joint venture, individual or other legal entity,
whether or not organized or formed for profit, against expenses
(including attorneys' fees) and judgments, penalties, fines and
amounts paid in settlement actually and reasonably incurred by such
person in connection with such Action. ArvinMeritor also shall pay, in
advance of the final disposition of an Action, the expenses reasonably
incurred in defending such action by a person who may be entitled to
indemnification. Article 8 of the ArvinMeritor By-Laws and the
appendix thereto entitled "Procedures for Submission and Determination
of Claims for Indemnification Pursuant to Article 8 of the By-Laws"
set forth particular procedures for submission and determination of
claims for indemnification.
ArvinMeritor's directors and officers will be insured against
certain liabilities for actions taken in such capacities, including
liabilities under the Securities Act.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
2
The exhibits filed herewith or incorporated by reference herein
are set forth in the Exhibit Index filed as part of this registration
statement. The Plan sponsor has received from the Internal Revenue
Service determinations that the Plans are qualified under Section 401
of the Internal Revenue Code and the Registrant will make all changes
required by the Internal Revenue Service in order to continue to so
qualify each Plan.
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(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 end of the estimated maximum
offering range may be reflected in the form of a prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20
percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
registration statement; and
(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;
PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the Registrant pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference 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
(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.
The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that
is incorporated by reference in the registration statement 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.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Troy, State of
Michigan, on this 10th day July, 2000.
ARVINMERITOR, INC.
By: /s/ Vernon G. Baker, II
-----------------------------
Vernon G. Baker, II
Senior Vice President, General
Counsel and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Larry D. Yost* Chairman of the Board and July 10, 2000
-------------------------------- Chief Executive Officer (principal
Larry D. Yost executive officer)
/s/ V. William Hunt* Vice Chairman and President July 10, 2000
--------------------------------
V. William Hunt
/s/ Thomas A. Madden* Senior Vice President and July 10, 2000
-------------------------------- Chief Financial Officer (principal
Thomas A. Madden financial officer)
/s/ William M. Lowe* Vice President and Controller July 10, 2000
-------------------------------- (principal accounting officer)
William M. Lowe
5
/s/ Joseph B. Anderson, Jr.* Director July 10, 2000
--------------------------------
Joseph B. Anderson, Jr.
/s/ Donald R. Beall* Director July 10, 2000
--------------------------------
Donald R. Beall
/s/ Steven C. Beering* Director July 10, 2000
--------------------------------
Steven C. Beering
/s/ Rhonda L. Brooks* Director July 10, 2000
--------------------------------
Rhonda L. Brooks
/s/ John J. Creedon* Director July 10, 2000
--------------------------------
John J. Creedon
/s/ Joseph P. Flannery* Director July 10, 2000
--------------------------------
Joseph P. Flannery
/s/ Robert E. Fowler, Jr.* Director July 10, 2000
--------------------------------
Robert E. Fowler, Jr.
/s/ William D. George, Jr.* Director July 10, 2000
--------------------------------
William D. George, Jr.
Director
--------------------------------
Ivan W. Gorr
/s/ Richard W. Hanselman* Director July 10, 2000
--------------------------------
Richard W. Hanselman
6
/s/ Charles H. Harff* Director July 10, 2000
--------------------------------
Charles H. Harff
/s/ Don J. Kacek* Director July 10, 2000
--------------------------------
Don J. Kacek
/s/ Victoria B. Jackson* Director July 10, 2000
--------------------------------
Victoria B. Jackson
/s/ James E. Marley* Director July 10, 2000
--------------------------------
James E. Marley
/s/ James E. Perella* Director July 10, 2000
--------------------------------
James E. Perella
/s/ Harold A. Poling* Director July 10, 2000
--------------------------------
Harold A. Poling
/s/ Martin D. Walker* Director July 10, 2000
--------------------------------
Martin D. Walker
* By /s/ Vernon G. Baker, II
------------------------------
Vernon G. Baker, II
Attorney-in-Fact
7
THE PLANS. Pursuant to the requirements of the Securities Act of
1933, the administrator of the ArvinMeritor, Inc. Savings Plan and the
ArvinMeritor, Inc. Employee Savings Plan has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Columbus, State of Indiana,
on July 10, 2000.
ARVINMERITOR, INC. SAVINGS PLAN
ARVINMERITOR, INC. EMPLOYEE SAVINGS PLAN
By: /s/ Ronald R. Snyder
----------------------------------
Member, Plan Committee
By: /s/ Matthew W. Golden
----------------------------------
Member, Plan Committee
By: /s/ Raymond P. Mack
----------------------------------
Member, Plan Committee
By: /s/ Gregory P. Kuzma
----------------------------------
Member, Plan Committee
8
EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT
------- -------
4* Rights Agreement, dated as of July 3, 2000, between
ArvinMeritor and EquiServe Trust Company, N.A.
(incorporated by reference to Exhibit 1 of
ArvinMeritor's Registration Statement on Form 8-A12B
(Reg. No. 001-15983), filed with the Commission on July
10, 2000).
5 Opinion of Schiff Hardin & Waite
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Deloitte & Touche LLP
23.3 Consent of Schiff Hardin & Waite (contained in its
opinion filed as Exhibit 5)
24 Power of Attorney
__________
* Incorporated by reference.
9
EXHIBIT 5
July 17, 2000
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: ARVINMERITOR, INC. -- REGISTRATION OF 1,608,000 SHARES OF
COMMON STOCK, PAR VALUE $1 PER SHARE, ON FORM S-8
Ladies and Gentlemen:
We have acted as special counsel to ArvinMeritor, Inc., an
Indiana corporation (the "Company"), in connection with the Company's
filing of a Registration Statement on Form S-8 (the "Registration
Statement") covering 1,422,000 shares of Common Stock, $1 par value
per share (and the associated preferred stock purchase rights) of the
Company (the "Shares") to be issued under the ArvinMeritor, Inc.
Savings Plan and 186,000 Shares to be issued under the ArvinMeritor,
Inc. Employee Savings Plan (the "Plans").
In this connection we have made such investigation and have
examined such documents as we have deemed necessary in order to enable
us to render the opinion contained herein.
Based upon the foregoing, it is our opinion that (i) the written
provisions of the current Plan documents comply with the applicable
provisions of the Employee Retirement Income Security Act of 1974; and
(ii) the 1,608,000 Shares, when issued in accordance with the terms of
the Plans, and pursuant to the Registration Statement, will be legally
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement.
Very truly yours,
SCHIFF HARDIN & WAITE
By: /s/ Frederick L. Hartmann
----------------------------
Frederick L. Hartmann
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in this
Registration Statement to Form S-8 of our report dated January 28,
2000 relating to the financial statements of Arvin Industries, Inc.,
which appears in the 1999 Arvin Industries, Inc. Annual Report on Form
10-K, and which is incorporated by reference in the ArvinMeritor, Inc.
Current Report on Form 8-K dated July 10, 2000.
PricewaterhouseCoopers LLP
/s/ PricewaterhouseCoopers LLP
Indianapolis, Indiana
July 13, 2000
EXHIBIT 23.2
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in this Registration
Statement of ArvinMeritor, Inc. on Form S-8 of our reports dated
November 9, 1999 and April 21, 2000, appearing in and incorporated
by reference in the Annual Report on Form 10-K of Meritor
Automotive, Inc. for the year ended September 30, 1999 and in the
Annual Report on Form 11-K of the Arvin Savings Plan and the
Arvin Industries, Inc. Employee Savings Plan for the year ended
December 31, 1999, respectively.
/s/ Deloitte & Touche LLP
Detroit, Michigan
July 14, 2000
EXHIBIT 24
POWER OF ATTORNEY
I, the undersigned Director and/or Officer of ArvinMeritor, Inc., an
Indiana corporation (the "Company"), hereby constitute VERNON G.
BAKER, II, BONNIE WILKINSON and PETER R. KOLYER, and each of them
singly, my true and lawful attorneys with full power to them and each
of them to sign for me, and in my name and in the capacity or
capacities indicated below, (1) any and all amendments (including
supplements and post-effective amendments) to (a) the Registration
Statement on Form S-8 of Meritor Automotive, Inc. ("Meritor")
(Registration No. 333-35407) registering under the Securities Act of
1933, as amended (the "Securities Act"), securities to be sold under
the Company's 1997 Long-Term Incentives Plan, as amended (formerly the
Meritor Automotive, Inc. 1997 Long-Term Incentives Plan), and (b) the
Registration Statement on Form S-8 of Meritor (Registration No. 333-
35403) registering under the Securities Act securities to be sold
pursuant to the Company's Savings Plan, as amended (formerly the
Meritor Automotive, Inc. Savings Plan), and (2) one or more
Registration Statements on Form S-8 or, if required, Form S-3,
registering under the Securities Act securities to be sold under (a)
the Company's Employee Stock Benefit Plan, as amended (formerly the
Arvin Industries, Inc. Employee Stock Benefit Plan), (b) the Company's
1998 Stock Benefit Plan, as amended (formerly the Arvin Industries,
Inc. 1998 Stock Benefit Plan), (c) the Company's 1988 Stock Benefit
Plan, as amended (formerly the Arvin Industries, Inc. 1988 Stock
Benefit Plan), (d) the Company's Savings Plan, as amended (formerly
the Arvin Industries, Inc. Savings Plan), and (e) the Company's
Employee Savings Plan, as amended (formerly the Arvin Industries, Inc.
Employee Savings Plan), and any and all amendments (including post-
effective amendments) and supplements to such Registration Statements.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Larry D. Yost Chairman of the Board and July 10, 2000
-------------------------------- Chief Executive Officer
Larry D. Yost (principal executive officer)
/s/ V. William Hunt Vice Chairman and President July 10, 2000
--------------------------------
V. William Hunt
/s/ Thomas A. Madden Senior Vice President and July 10, 2000
-------------------------------- Chief Financial Officer
Thomas A. Madden (principal financial officer)
/s/ William M. Lowe Vice President and Controller July 10, 2000
-------------------------------- (principal accounting officer)
William M. Lowe
/s/ Joseph B. Anderson, Jr. Director July 10, 2000
--------------------------------
Joseph B. Anderson, Jr.
/s/ Donald R. Beall Director July 10, 2000
--------------------------------
Donald R. Beall
/s/ Steven C. Beering Director July 10, 2000
--------------------------------
Steven C. Beering
/s/ Rhonda L. Brooks Director July 10, 2000
--------------------------------
Rhonda L. Brooks
/s/ John J. Creedon Director July 10, 2000
--------------------------------
John J. Creedon
/s/ Joseph P. Flannery Director July 10, 2000
--------------------------------
Joseph P. Flannery
/s/ Robert E. Fowler, Jr. Director July 10, 2000
--------------------------------
Robert E. Fowler, Jr.
/s/ William D. George, Jr. Director July 10, 2000
--------------------------------
William D. George, Jr.
Director July 10, 2000
--------------------------------
Ivan W. Gorr
/s/ Richard W. Hanselman Director July 10, 2000
--------------------------------
Richard W. Hanselman
/s/ Charles H. Harff Director July 10, 2000
--------------------------------
Charles H. Harff
/s/ Don J. Kacek Director July 10, 2000
--------------------------------
Don J. Kacek
/s/ Victoria B. Jackson Director July 10, 2000
--------------------------------
Victoria B. Jackson
/s/ James E. Marley Director July 10, 2000
--------------------------------
James E. Marley
/s/ James E. Perella Director July 10, 2000
--------------------------------
James E. Perella
/s/ Harold A. Poling Director July 10, 2000
--------------------------------
Harold A. Poling
/s/ Martin D. Walker Director July 10, 2000
--------------------------------
Martin D. Walker
