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