-----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, SNmAYYn5Yhtmq8X75aNMFcFZ6Xizpk/MYfX5YdMCujRANX/AKRQOpe/FNXUgSQR2 8cothCTrTdB0NyryKk04tg== /in/edgar/work/0000950123-00-010210/0000950123-00-010210.txt : 20001110 0000950123-00-010210.hdr.sgml : 20001110 ACCESSION NUMBER: 0000950123-00-010210 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 REFERENCES 429: 333-35407 FILED AS OF DATE: 20001109 EFFECTIVENESS DATE: 20001109 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ARVINMERITOR INC CENTRAL INDEX KEY: 0001113256 STANDARD INDUSTRIAL CLASSIFICATION: [3714 ] IRS NUMBER: 383354643 STATE OF INCORPORATION: IN FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-49610 FILM NUMBER: 757044 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 S-8 1 y42296bs-8.txt 1997 LONG-TERM INCENTIVES PLAN 1 Registration No. 333-_____ UNITED STATES 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 33-3354643 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 2135 West Maple Road 48084-7186 Troy, Michigan (Zip Code) (Address of principal executive offices) 1997 LONG-TERM INCENTIVES PLAN (Full title of the plan) Vernon G. Baker, II, Esq. Senior Vice President, General Counsel and Secretary ArvinMeritor, Inc. 2135 West Maple Road Troy, Michigan 48084-7186 (248) 435-1000 (Name, address, and telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE
AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM TITLE OF SECURITIES TO BE OFFERING PRICE AGGREGATE AMOUNT OF TO BE REIGSTERED REGISTERED PER SHARE (1) OFFERING PRICE (1) REGISTRATION FEE (1)(2) - ---------------- ---------- ------------- ------------------ ----------------------- Common Stock, par value 3,750,000 $15.625 $58,593,750 $15,469 $1 per share, and associated preferred share purchase rights
(1) Based on the average of the high and low prices reported on the consolidated reporting system of the New York Stock Exchange on November 7, 2000, pursuant to Rule 457(h)(1) and 457(c) under the Securities Act of 1933. (2) As noted below, the prospectus that is part of this registration statement also relates to 5,131,100 shares of unsold Common Stock registered in Registration No. 333-35407, for which a filing fee of $18,804 was previously paid. Pursuant to Rule 429 under the Securities Act of 1933, the prospectus that is part of this registration statement is a combined prospectus with respect to 5,131,100 shares of unsold Common Stock that was registered in Registration No. 333-35407. 2 INCORPORATION OF CONTENTS OF PRIOR REGISTRATION STATEMENT This registration statement relates to registration of 3,750,000 additional shares of Common Stock, $1 par value, of ArvinMeritor, Inc., in connection with the its 1997 Long-Term Incentives Plan ("Plan"). The contents of the Registration Statement on Form S-8, as amended, in Registration No. 333-35407 are hereby incorporated by reference, pursuant to General Instruction E to Form S-8. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 5. Interests of Named Experts and Counsel Vernon G. Baker, II, Esq., who has passed upon the legality of any newly issued Common Stock of the Company covered by this Registration Statement, is Senior Vice President, General Counsel and Secretary of the Company. Item 8. Exhibits 5 Opinion of Vernon G. Baker, II, Esq., Senior Vice President, General Counsel and Secretary of the Company, as to the legality of any newly-issued Common Stock of the Company covered by the Registration Statement. 23(a) Consent of Vernon G. Baker, II, Esq., Senior Vice President, General Counsel and Secretary of the Company, is contained in his opinion filed as Exhibit 5 to this Registration Statement. 23(b) Consent of M. L. Murrah, Esq. 23(c) Consent of Deloitte & Touche LLP, independent auditors. 24 Power of Attorney authorizing certain persons to sign the Registration Statement. II-1 3 SIGNATURES THE REGISTRANT. 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, Michigan, on the 8th day of November, 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 on the 8th day of November, 2000, by the following persons in the capacities indicated:
Signature Title - --------- ----- Larry D. Yost* Chairman of the Board and Chief Executive Officer (principal executive officer) and Director V. William Hunt* Vice Chairman and President and Director Joseph B. Anderson, Jr., Steven C. Beering, Directors Rhonda L. Brooks, John J. Creedon, Joseph P. Flannery, Robert E. Fowler, Jr., William E. George, Jr., Richard W. Hanselman, Charles H. Harff, Don J. Kacek, Victoria B. Jackson, James E. Marley and Harold A. Poling* Thomas A. Madden* Senior Vice President and Chief Financial Officer (principal financial officer) William M. Lowe* Vice President and Controller (principal accounting officer) *By:/s/ Vernon G. Baker, II ----------------------------- (Vernon G. Baker, II, attorney-in-fact)
II-2 EX-5 2 y42296bex5.txt OPINION AND CONSENT OF VERNON G. BAKER, II, ESQ. 1 EXHIBIT 5 November 9, 2000 ArvinMeritor, Inc. 2135 West Maple Road Troy, Michigan 48084 Re: ArvinMeritor, Inc. - 1997 Long Term Incentives Plan Registration Statement on Form S-8 Dear Sirs: I am Vice President, General Counsel and Secretary of ArvinMeritor, Inc. ("Company"), an Indiana corporation, and I am delivering this opinion in connection with the Registration Statement on Form S-8 ("Registration Statement"), to be filed on or about the date hereof, registering under the Securities Act of 1933, as amended ("Act"), 3,750,000 shares of the Company's common stock, $1.00 par value (including the associated preferred share purchase rights) ("Stock"), which may be issued from time to time by the Company in connection with the 1997 Long Term Incentives Plan ("Plan"). I have examined such documents, records and matters of law as I have deemed necessary as a basis for the opinions hereinafter expressed. On the basis of the foregoing, and having due regard for legal considerations that I deem relevant, I am of the opinion that when the Registration Statement has become effective under the Act and the Stock has been duly issued and delivered pursuant to the terms of the Plan, the Stock will be legally issued, fully paid and non-assessable. I express no opinion herein as to any laws other than the Business Corporation Law of the State of Indiana and the Federal laws of the United States. I hereby consent to the filing of this opinion as an exhibit to the Registration Statement. I also consent to the incorporation by reference in the Registration Statement of the references to me under the headings "Item 1. Business - Environmental Matters" and "Item 3. Legal Proceedings" in the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1999. Very truly yours, /s/ Vernon G. Baker, II - ------------------------------ Vernon G. Baker, II Senior Vice President, General Counsel and Secretary EX-23.B 3 y42296bex23-b.txt CONSENT OF M.L. MURRAH, ESQ. 1 EXHIBIT 23b CONSENT OF COUNSEL I hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of ArvinMeritor, Inc. (successor to Meritor Automotive, Inc.)(the "Company"), in respect of the Company's 1997 Long-Term Incentives Plan, of the references to me under the heading "Item 3. Legal Proceedings" in the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1999. /s/ M. Lee Murrah ------------------------- M. Lee Murrah Date: November 9, 2000 EX-23.C 4 y42296bex23-c.txt CONSENT OF DELOITTE & TOUCHE LLP 1 EXHIBIT 23c INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of ArvinMeritor, Inc. (successor to Meritor Automotive, Inc.) on Form S-8 of our reports dated November 9, 1999 appearing in or incorporated by reference in the Annual Report on Form 10-K for the fiscal year ended September 30, 1999. DELOITTE & TOUCHE LLP Detroit, Michigan November 9, 2000 EX-24 5 y42296bex24.txt POWER OF ATTORNEY 1 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, and BONNIE WILKINSON, 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, one or more Registration Statements on Form S-8 registering under the Securities Act of 1933, as amended, securities to be sold under (a) the Company's 1997 Long-Term Incentives Plan, (b) the Meritor Automotive, Inc. Savings Plan, as amended, and/or (c) the ArvinMeritor Savings Plan, and any and all amendments (including post-effective amendments) and supplements to such Registration Statements.
Signature Title Date --------- ----- ---- Chairman of the Board /s/ Larry D. Yost and Chief Executive Officer (principal - ---------------------------------- executive officer) and Director November 8, 2000 Larry D. Yost /s/ V. William Hunt Vice Chairman and President - ---------------------------------- and Director November 8, 2000 V. William Hunt /s/Joseph B. Anderson,Jr. - ---------------------------------- Joseph B. Anderson, Jr. Director November 8, 2000 - ---------------------------------- Donald R. Beall Director November 8, 2000 /s/ Steven C. Beering - ---------------------------------- Steven C. Beering Director November 8, 2000 /s/ Rhonda L. Brooks - ---------------------------------- Rhonda L. Brooks Director November 8, 2000 /s/ John J. Creedon - ---------------------------------- John J. Creedon Director November 8, 2000 /s/ Joseph P. Flannery - ---------------------------------- Joseph P. Flannery Director November 8, 2000 /s/ Robert E. Fowler, Jr. - ---------------------------------- Robert E. Fowler, Jr. Director November 8, 2000 /s/William D. George,Jr. - ---------------------------------- William D. George, Jr. Director November 8, 2000
2 - ---------------------------------- Ivan W. Gorr Director November 8, 2000 /s/Richard W. Hanselman - ---------------------------------- Richard W. Hanselman Director November 8, 2000 /s/ Charles H. Harff - ---------------------------------- Charles H. Harff Director November 8, 2000 /s/ Don J. Kacek - ---------------------------------- Don J. Kacek Director November 8, 2000 /s/ Victoria B. Jackson - ---------------------------------- Victoria B. Jackson Director November 8, 2000 /s/ James E. Marley - ---------------------------------- James E. Marley Director November 8, 2000 - ---------------------------------- James E. Perrella Director November 8, 2000 /s/ Harold A. Poling - ---------------------------------- Harold A. Poling Director November 8, 2000 - ---------------------------------- Martin D. Walker Director November 8, 2000 Senior Vice President and /s/ Thomas A. Madden Chief Financial Officer November 8, 2000 - ---------------------------------- (principal financial officer) Thomas A. Madden /s/ William M. Lowe Vice President and Controller November 8, 2000 - ---------------------------------- (principal accounting officer) William M. Lowe
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