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)
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