-----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, LZlMB1t5EoLDlFBNmHE4CDNIc0t1ipWI9Ugu9tntjdApqJr13daZteshRv/KaQGb lkrf9lJrp9hRCDUZX2YNAg== 0000893838-01-500123.txt : 20010712 0000893838-01-500123.hdr.sgml : 20010712 ACCESSION NUMBER: 0000893838-01-500123 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20010711 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ARVINMERITOR INC CENTRAL INDEX KEY: 0001113256 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 383354643 STATE OF INCORPORATION: IN FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC TO-I/A SEC ACT: SEC FILE NUMBER: 005-61023 FILM NUMBER: 1678961 BUSINESS ADDRESS: STREET 1: 2135 W MAPLE ROAD CITY: TROY STATE: MI ZIP: 48084 BUSINESS PHONE: 2484351000 FORMER COMPANY: FORMER CONFORMED NAME: MU SUB INC DATE OF NAME CHANGE: 20000501 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ARVINMERITOR INC CENTRAL INDEX KEY: 0001113256 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 383354643 STATE OF INCORPORATION: IN FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC TO-I/A BUSINESS ADDRESS: STREET 1: 2135 W MAPLE ROAD CITY: TROY STATE: MI ZIP: 48084 BUSINESS PHONE: 2484351000 FORMER COMPANY: FORMER CONFORMED NAME: MU SUB INC DATE OF NAME CHANGE: 20000501 SC TO-I/A 1 arvin2071101.txt AMENDMENT NO.2 TO TENDER OFFER - RULE 13E-4 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------------ SCHEDULE TO (Rule l3e-4) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) ------------------------------ ArvinMeritor, Inc. (Name of Subject Company (Issuer) and Filing Person (Offeror)) ------------------------------ Options to Purchase Common Stock, Par Value $1 Per Share, Having an Exercise Price Equal to or Greater Than $22.25 Per Share (Title of Class of Securities) ------------------------------ 043353 10 1 (CUSIP Number of Class of Securities) (Underlying Common Stock) ------------------------------ VERNON G. BAKER, II Senior Vice President, General Counsel and Secretary ArvinMeritor, Inc. 2135 West Maple Road Troy, MI 48084 (248) 435-1000 (Name,address and telephone number of person authorized to receive notices and communications on behalf of filing person) Copy to: PETER R. KOLYER, ESQ. Chadbourne & Parke LLP 30 Rockefeller Plaza New York, New York 10112 (212) 408-5100 =============================================================================== CALCULATION OF FILING FEE Transaction valuation* Amount of filing fee --------------------- -------------------- $11,593,323 $2,319 * Calculated solely for purposes of determining the filing fee. This amount assumes that options to purchase 3,117,516 shares of common stock of ArvinMeritor, Inc. having an aggregate value of $11,593,323 as of May 25, 2001 will be exchanged pursuant to this offer. The aggregate value of such options was calculated based on the Black-Scholes option pricing model. The amount of the filing fee, calculated in accordance with Rule 0-11(b) of the Securities Exchange Act of 1934, as amended, equals 1/50th of one percent of the value of the transaction. |X| Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: $2,319 Form or Registration No.: Schedule TO Filing party: ArvinMeritor, Inc. Date filed: June 1, 2001 Amendment Filed: June 27, 2001 [ ] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: [ ] third party tender offer subject to Rule l4d-1. |X| issuer tender offer subject to Rule 13e-4. [ ] going-private transaction subject to Rule 13e-3. [ ] amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer. [ ] 1 INTRODUCTORY STATEMENT This Amendment No. 2 amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities Exchange Commission (the "Commission") on June 1, 2001, as amended by Amendment No. 1 thereto filed with the Commission on June 27, 2001 (the "Schedule TO"), relating to the offer by ArvinMeritor, Inc., an Indiana corporation (the "Company"), to certain of its officers and other active employees to exchange all options to purchase shares of common stock, par value $1 per share, of the Company (the "Common Stock") having an exercise price equal to or greater than $22.25 per share (other than any such options granted in June 1991), which are outstanding under the ArvinMeritor, Inc. 1997 Long-Term Incentives Plan (formerly the Meritor Automotive, Inc. 1997 Long-Term Incentives Plan), the ArvinMeritor, Inc. Employee Stock Benefit Plan (formerly the Arvin Industries, Inc. Employee Stock Benefit Plan), the ArvinMeritor, Inc. 1998 Stock Benefit Plan (formerly the Arvin Industries, Inc. 1998 Stock Benefit Plan) and the ArvinMeritor, Inc. 1988 Stock Benefit Plan (formerly the Arvin Industries, Inc. 1988 Stock Benefit Plan) (collectively, the "Plans"), for restricted shares of Common Stock that will be issued under one or more of the Plans, upon the terms and subject to the conditions described in the Offer to Exchange dated June 1, 2001, as supplemented by a Supplement dated June 27, 2001 (the "Offer to Exchange"), and the related Letter of Transmittal (the "Letter of Transmittal" and, together with the Offer to Exchange, the "Offer"). Item 12. Exhibits. -------- Item 12 of the Schedule TO is hereby amended and restated as follows so as to add Exhibits (a)(14), (a)(15) and (a)(16) attached hereto: *(a)(1) Offer to Exchange, dated June 1, 2001. *(a)(2) Form of Letter of Transmittal. *(a)(3) Form of Letter to Eligible Option Holders. *(a)(4) Summary of Tender Offer Process. *(a)(5) Form of Notice of Withdrawal. *(a)(6) Form of E-mail to Eligible Option Holders. *(a)(7) ArvinMeritor, Inc. Annual Report on Form 10-K for its fiscal year ended September 30, 2000 (filing date December 21, 2000) is incorporated herein by reference (File No. 1-15983). *(a)(8) ArvinMeritor, Inc. Quarterly Report on Form 10-Q for its fiscal quarter ended December 31, 2000 (filing date February 14, 2001) is incorporated herein by reference (File No. 1-15983). 2 *(a)(9) ArvinMeritor, Inc. Quarterly Report on Form 10-Q for its fiscal quarter ended April 1, 2001 (filing date May 16, 2001) is incorporated herein by reference (File No. 1-15983). *(a)(10) Supplement, dated June 27, 2001, to Offer to Exchange, dated June 1, 2001. *(a)(11) Form of E-mail to Eligible Option Holders dated June 27, 2001 announcing the extension of the Offer and transmitting the Supplement dated June 27, 2001. *(a)(12) Form of Internal Letter to certain Eligible Option Holders dated June 27, 2001 explaining a correction in the calculation of the value of certain eligible options. *(a)(13) Form of E-mail to Eligible Option Holders reminding of the scheduled expiration of the Offer. (a)(14) Form of E-mail to certain Eligible Option Holders reminding of the potential tax consequences of exchanging eligible stock options. (a)(15) Form of Revised Notice of Withdrawal. (a)(16) Form of E-mail to certain Eligible Option Holders reminding of the need to send a completed Letter of Transmittal to participate in the Offer. (b) Not applicable. *(d)(1) ArvinMeritor, Inc. 1997 Long-Term Incentives Plan is incorporated herein by reference to Exhibit 10-a-1 to Meritor Automotive, Inc.'s Annual Report on Form 10-K for the fiscal year ended September 30, 1997 (File No. 1-13093). *(d)(2) ArvinMeritor, Inc. 1998 Stock Benefit Plan is incorporated herein by reference to Exhibit 10(A) to Arvin Industries, Inc.'s Annual Report on Form 10-K for the fiscal year ended January 3, 1999 (File No. 1-302). *(d)(3) ArvinMeritor, Inc. Employee Stock Benefit Plan is incorporated herein by reference to ArvinMeritor, Inc.'s Registration Statement on Form S-3 filed on August 4, 2000 (File No. 333-43112). *(d)(4) ArvinMeritor, Inc. 1988 Stock Benefit Plan, as amended, is incorporated herein by reference to Exhibit 10 to Arvin Industries, Inc.'s Quarterly Report on Form 10-Q for the quarter ended July 3, 1988, and as Exhibit 10(E) to Arvin Industries, Inc.'s Quarterly Report on Form 10-Q for the quarter ended July 4, 1993 (File No. 1-302). 3 *(d)(5) Form of Restricted Stock Agreement. (g) Not applicable. (h) Not applicable. ------------------------ *Previously filed. 4 SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 2 to Schedule TO is true, complete and correct. ARVINMERITOR, INC. By: /s/ Vernon G. Baker, II ---------------------------------- Vernon G. Baker, II Senior Vice President, General Counsel and Secretary Date: July 11, 2001 5 INDEX TO EXHIBITS Exhibit Number Description - ------- ----------- (a)(14) Form of E-mail to certain Eligible Option Holders reminding of the potential tax consequences of exchanging eligible stock options. (a)(15) Form of Revised Notice of Withdrawal. (a)(16) Form of E-mail to certain Eligible Option Holders reminding of the need to send a completed Letter of Transmittal to participate in the Offer. 6 EX-14 2 arvin2exa14.txt FORM OF E-MAIL TO ELIGIBLE OPTION HOLDERS RE TAX Exhibit (a)(14) - ------------------------------------------------------------------------------- From: Erb, Richard To: [Name] Subject: Offer to Exchange Stock Options for Restricted Stock Note: In order to conserve space at the top of this email and maintain the confidentiality of the addressee list, you have been sent a blind copy. The letter is intended for each person receiving a blind copy. We have received your signed Letter of Transmittal indicating that you want to exchange some or all of your eligible stock options for shares of restricted stock. It is our understanding that shares of restricted stock received in the exchange may be immediately taxable to you, even though the shares may not vest. We hope you had an opportunity to speak with the designated Deloitte & Touche representative on the tax consequences of the exchange in your country, as suggested in my earlier email to you. Please be aware that the deadline for changing your election is midnight Eastern time on Friday, July 13, 2001. If you decide to change your election prior to that time, please complete and fax to me the attached form. Dick Erb Director, Executive Compensation ArvinMeritor, Inc. 2135 W. Maple Road Troy, MI 48084 Telephone: 248-435-2280 Fax: 248-435-1410 e-mail: Richard.Erb@ArvinMeritor.com EX-15 3 arvin2exa15.txt FORM OF REVISED NOTICE OF WITHDRAWAL Exhibit (a)(15) NOTICE OF WITHDRAWAL PURSUANT TO THE OFFER TO EXCHANGE DATED JUNE 1, 2001, AS SUPPLEMENTED TO WITHDRAW THE TENDER OF CERTAIN OPTIONS TO PURCHASE SHARES OF COMMON STOCK HAVING AN EXERCISE PRICE EQUAL TO OR GREATER THAN $22.25 PER SHARE FOR SHARES OF RESTRICTED STOCK THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, EASTERN TIME, ON FRIDAY NIGHT, JULY 13, 2001, UNLESS THE OFFER IS EXTENDED. To: ArvinMeritor, Inc. Attention: Rob Slone, Vice President, Compensation and Benefits 2135 West Maple Road Troy, Michigan 48084 (telephone: (248) 435-1000) (facsimile: (248) 435-1410) DELIVERY OF THIS NOTICE OF WITHDRAWAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION VIA FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. To ArvinMeritor, Inc.: I previously received from ArvinMeritor, Inc., an Indiana corporation (the "Company"), a copy of the Offer to Exchange dated June 1, 2001, as supplemented by a Supplement dated June 27, 2001 (as supplemented, the "Offer to Exchange"), and a Letter of Transmittal (the "Letter of Transmittal" which, together with the Offer to Exchange, constitutes the "Offer"). I signed and returned the Letter of Transmittal in which I tendered for exchange some or all of my Eligible Options (the "Tendered Options"). I now wish to withdraw some or all of the Tendered Options as indicated in the table on page 2 of this Notice of Withdrawal (the "Withdrawal Table"). I understand that by completing and signing this Notice of Withdrawal and delivering it to the Company at its address or at its facsimile number set forth above by 12:00 midnight, Eastern Time, on Friday night, July 13, 2001 (the "Expiration Date"), I will be able to withdraw the Tendered Options indicated in the Withdrawal Table. I understand that I may withdraw some or all of my Tendered Options, but that I may not withdraw less than all of the Tendered Options in any eligible option grant. I have read and understand the terms and conditions of the Offer to Exchange. I have read and understand the instructions included in this Notice of Withdrawal. I understand that in order to withdraw the Tendered Options indicated in the Withdrawal Table, I must sign, date and deliver this Notice of Withdrawal to the Company at the address or facsimile number set forth above by 12:00 midnight, Eastern Time, on Friday night, July 13, 2001. I understand that by withdrawing the Tendered Options indicated in the Withdrawal Table, I will keep the Tendered Options so indicated and I will not receive any restricted stock for the Tendered Options so withdrawn. I understand these options will continue to be governed by the incentive plan under which they were granted. I understand I may change this withdrawal and once again tender the Tendered Options withdrawn hereby by submitting a new Letter of Transmittal to the Company at the address or facsimile number set forth above by 12:00 midnight, Eastern Time, on Friday night, July 13, 2001. I have signed this Notice of Withdrawal and printed my name exactly as it appears in the Letter of Transmittal. WITHDRAWAL TABLE On the table set forth below, please list on a separate line each grant of Tendered Options you wish to withdraw. For each grant of Tendered Options you wish to withdraw, please indicate the grant date, the exercise price per share and the number of shares of Common Stock subject to the Tendered Options to be withdrawn. You may withdraw some or all of your Tendered Options, but you may not withdraw less than all of the Tendered Options in any grant. - ------------------ -------------------- -------------------------------- Total Number Grant Date Exercise Price of Shares Subject to Option of Option of Option Tendered and to be Withdrawn --------- --------- ---------------------------- - ------------------ -------------------- -------------------------------- - ------------------ -------------------- -------------------------------- - ------------------ -------------------- -------------------------------- - ------------------ -------------------- -------------------------------- - ------------------ -------------------- -------------------------------- - ------------------ -------------------- -------------------------------- 2 INSTRUCTIONS FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER 1. Delivery of Notice of Withdrawal. A properly completed and duly executed original of this Notice of Withdrawal (or a facsimile thereof), including the Withdrawal Table on page 2, and any other documents required by this Notice of Withdrawal, must be received by the Company at its address or at its facsimile number set forth on the front cover of this Notice of Withdrawal on or before the Expiration Date. THE METHOD BY WHICH YOU DELIVER ANY REQUIRED DOCUMENTS IS AT YOUR OPTION AND RISK, AND THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE COMPANY. IF YOU ELECT TO DELIVER YOUR DOCUMENTS BY MAIL, THE COMPANY RECOMMENDS THAT YOU USE REGISTERED MAIL WITH RETURN RECEIPT REQUESTED. IN ALL CASES, YOU SHOULD ALLOW SUFFICIENT TIME TO ENSURE TIMELY DELIVERY. THE COMPANY WILL NOT ACCEPT DELIVERY BY E-MAIL. Although by submitting this Notice of Withdrawal you have withdrawn the Tendered Options set forth herein, you may change your election again and re-tender such options prior to the Expiration Date by following the procedures described on the Offer to Exchange, which includes the delivery to the Company of a new Letter of Transmittal. The Company will not accept any alternative, conditional or contingent withdrawals. By signing this Notice of Withdrawal (or a facsimile of it), you waive any right to receive any notice of the withdrawal of the tender of your options, except as provided for in the Offer to Exchange. 2. Withdrawal Table. IF YOU INTEND TO WITHDRAW TENDERED OPTIONS, YOU MUST COMPLETE THE WITHDRAWAL TABLE ON PAGE 2 OF THIS NOTICE OF WITHDRAWAL. You may withdraw some or all of your Tendered Options, but you may not withdraw less than all of the Tendered Options in any grant. 3. Signatures on This Notice of Withdrawal. If this Notice of Withdrawal is signed by the holder of the Tendered Options being withdrawn, the signature must correspond with the name as written on the Letter of Transmittal without alteration, enlargement or any change whatsoever. 3 If this Notice of Withdrawal is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, that person should so indicate when signing, and proper evidence satisfactory to the Company of the authority of that person so to act must be submitted with this Notice of Withdrawal. 4. Requests for Assistance or Additional Copies. Any questions or requests for assistance, as well as requests for additional copies of the Offer to Exchange, the Letter of Transmittal or this Notice of Withdrawal may be directed to Robert Slone, Vice President, Compensation and Benefits, at (248) 435-1210 or Bonnie Wilkinson, Assistant General Counsel, at (248) 435-0762, or at the address given on the front cover of this Notice of Withdrawal. Copies will be furnished promptly at the Company's expense. 5. Irregularities. The Company will determine, in its discretion, all questions as to the form of documents and the validity, form, eligibility (including time of receipt), and acceptance of any withdrawal of Tendered Options, and all questions as to the number of shares subject to Tendered Options being withdrawn. Our determination of these matters will be final and binding on all parties. The Company reserves the right to reject any or all withdrawals of Tendered Options the Company determines do not comply with the conditions of the Offer, not to be in proper form or the acceptance of which to be unlawful. The Company also reserves the right to waive any of the conditions of the Offer or any defect or irregularity in the withdrawal with respect to any particular withdrawal of Tendered Options or any particular option holder, and the Company's interpretation of the terms of the Offer (including these instructions) will be final and binding on all parties. No withdrawal of Tendered Options will be deemed to be properly made until all defects and irregularities have been cured by the withdrawing option holder or waived by us. Unless waived, any defects or irregularities in connection with withdrawals must be cured within such time as the Company shall determine. Neither the Company nor any other person is or will be obligated to give notice of any defects or irregularities in withdrawals, and no person will incur any liability for failure to give any such notice. IMPORTANT: THIS NOTICE OF WITHDRAWAL (OR A FACSIMILE COPY HEREOF), INCLUDING THE WITHDRAWAL TABLE ON PAGE 2, TOGETHER WITH ALL OTHER REQUIRED DOCUMENTS, MUST BE RECEIVED BY THE COMPANY ON OR PRIOR TO THE EXPIRATION DATE. 6. Important Tax Information. You should refer to Section 13 of the Offer to Exchange, which contains important tax information. 4 HOLDER PLEASE SIGN HERE (See Instruction 3) You must complete and sign the following exactly as your name appears in the Letter of Transmittal. If the signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or another person acting in a fiduciary or representative capacity, please set forth the signer's full title and include with this Notice of Withdrawal proper evidence of the authority of such person to act in such capacity. SIGNATURE OF OWNER X ----------------------------------------------------------------------------- (Signature of Holder or Authorized Signatory) Date: _________________________, 2001 Name: -------------------------------------------------------------------------- (Please Print) Capacity: ---------------------------------------------------------------------- Address: ----------------------------------------------------------------------- ----------------------------------------------------------------------- (Please include ZIP code) Telephone No. (with area code): ------------------------------------------------ Tax ID/ Social Security No.: --------------------------------------------------- 5 EX-16 4 arvin2exa16.txt FORM OF E-MAIL TO ELIGIBLE OPTION HOLDERS RE L/T Exhibit (a)(16) - ------------------------------------------------------------------------------- From: Erb, Richard To: [Name] Subject: Offer to Exchange Stock Options for Restricted Stock Note: In order to conserve space at the top of this email and maintain the confidentiality of the addressee list, you have been sent a blind copy. The letter is intended for each person receiving a blind copy. This is to remind you that the exchange offer expires at midnight, Eastern time, on Friday, July 13, 2001. On June 27, 2001 you were sent a revised Letter of Transmittal containing a corrected value for the September 9, 1993 Arvin stock option grant. As of this morning, we have not received your completed/signed Letter of Transmittal with the corrected numbers set forth on page 6. If you still wish to participate in the offer, please complete pages 6 and 7, and return them to me at the ArvinMeritor address on the first page of the Letter of Transmittal or fax a completed copy to me at 248-435-1410, even if you have previously tendered some or all of your eligible options. Feel free to email or call Rob Slone at 248-435-1210, Bonnie Wilkinson at 248-435-0762, or me about any questions you may have concerning this tender offer. Dick Erb Director, Executive Compensation ArvinMeritor, Inc. 2135 W. Maple Road Troy, MI 48084 Telephone: 248-435-2280 Fax: 248-435-1410 e-mail: Richard.Erb@ArvinMeritor.com -----END PRIVACY-ENHANCED MESSAGE-----