-----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, S8GFwbr3V4ahOlRaTsCNyQ9/Ja/K9ApvHpM4ZPphes6qTDJE+hv9w16TQ3G1Q1Rw z1fjcicvMMpcECWN8tbu5g== 0000950123-01-000231.txt : 20010123 0000950123-01-000231.hdr.sgml : 20010123 ACCESSION NUMBER: 0000950123-01-000231 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20010110 EFFECTIVENESS DATE: 20010110 FILER: 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: S-8 SEC ACT: SEC FILE NUMBER: 333-53498 FILM NUMBER: 1506639 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 y44243bs-8.txt ARVINMERITOR, INC. HOURLY EMPLOYEE SAVINGS 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) --------------------- ARVINMERITOR, INC. HOURLY EMPLOYEES SAVINGS 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
- ------------------------------------------------------------------------------------------------------------------- TITLE OF SECURITIES AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM TO BE REGISTERED TO BE OFFERING PRICE AGGREGATE AMOUNT OF REGISTERED PER SHARE (1) OFFERING PRICE (1) REGISTRATION FEE (1) - ------------------------------------------------------------------------------------------------------------------- Common Stock, par value 250,000 $ 12.0625 $ 3,015,626 $ 754 $1 per share, and associated preferred share purchase rights(2) - ------------------------------------------------------------------------------------------------------------------
(1) Based on the average of the high and low prices reported on the consolidated reporting system of the New York Stock Exchange on January 3, 2001, pursuant to Rule 457(c) and 457(h)(1) under the Securities Act of 1933. (2) 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 ArvinMeritor, Inc. Hourly Employees Savings Plan. 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE The following documents or portions thereof, which have been filed with the Securities and Exchange Commission (the "SEC"), are incorporated by reference and made a part hereof: Annual Report on Form 10-K of ArvinMeritor, Inc. ("ArvinMeritor" or the "Company") for the fiscal year ended September 30, 2000 (including portions of the Company's 2000 Annual Report to Shareowners and proxy statement for the Company's 2001 annual meeting of shareowners incorporated therein by reference) (File No. 1-15983). The information under the heading "Description of Combined Company Capital Stock" in ArvinMeritor's Registration Statement on Form S-4, as amended (Registration No. 333-36448)("Form S-4"). All documents subsequently filed by the Company and by the ArvinMeritor, Inc. Hourly Employees Savings Plan (the "Plan") pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") 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 to be incorporated herein by reference and be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes that statement. Any such statement so modified or superseded shall not constitute a part of this Registration Statement, except as so modified or superseded. Item 4. DESCRIPTION OF SECURITIES Not applicable. 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. II-1 3 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 that 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 he or she was a party because he or she is or was a director of the corporation, or (2) it is ordered by a court. Section 8.06 of ArvinMeritor's Restated Articles of Incorporation contains 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, ArvinMeritor's By-Laws provide that the Company will 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, 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 attorney's fees) and judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action. ArvinMeritor will 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. The Company's By-Laws also set forth particular procedures for submission and determination of claims for indemnification. ArvinMeritor's directors and officers are insured against certain liabilities for actions taken in such capacities, including liabilities under the Securities Act of 1933. Item 7. EXEMPTION FROM REGISTRATION CLAIMED Not applicable. Item 8. EXHIBITS 4(a) Restated Articles of Incorporation of ArvinMeritor (filed as Exhibit 4.01 to the Form S-4 and incorporated herein by reference). II-2 4 4(b) By-laws of ArvinMeritor (filed as Exhibit 4.02 to the Form S-4 and incorporated herein by reference). 4(c) Rights Agreement, dated as of July 3, 2000, between ArvinMeritor and EquiServe Trust Company, N.A., as rights agent (filed as Exhibit 4.03 to the Form S-4 and incorporated herein by reference). 5(a) 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. 5(b) In lieu of an opinion concerning compliance with the requirements of the Employee Retirement Income Security Act of 1974, as amended, or a determination letter of the Internal Revenue Service (the "IRS") that the Plan is qualified under Section 401 of the Internal Revenue Code, the Company hereby undertakes to submit the Plan and any amendment thereto to the IRS in a timely manner and to make all changes required by the IRS in order to qualify the Plan. 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(a) 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. Item 9. UNDERTAKINGS. The Company and the Plan hereby undertake: (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 II-3 5 estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; (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 (i) and (ii) do not apply if the registration statement is on Form S-8 and the information required to be included in a post-effective amendment by those provisions is contained in periodic reports filed with or furnished to the SEC by the registrant pursuant to section 13 or section 15(d) of the Exchange Act 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) 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. (4) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the Company's annual report pursuant to section 13(a) or section 15(d) of the Exchange Act (and each filing of the Plan's annual report pursuant to section 15(d) of the Exchange Act) 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. (5) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Company pursuant to the provisions described above, or otherwise, the Company has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company 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 Company 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 Securities Act and will be governed by the final adjudication of such issue. II-5 6 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, State of Michigan, on the 8th day of January, 2001. 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 January, 2001, 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-5 7 THE PLAN. Pursuant to the requirements of the Securities Act of 1933, the Plan 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 the 8th day of January, 2001. ArvinMeritor, Inc. Hourly Employees Savings Plan By: /s/ RICHARD D. GREB --------------------- Richard D. Greb, Plan Administrator II-6 EX-5.A 2 y44243bex5-a.txt OPINION OF VERNON G. BAKER, II, ESQ 1 Exhibit 5(a) [ArvinMeritor Logo] 2135 West Maple Road arvinmeritorinc.com Troy, MI 48084-7186 January 8, 2001 ArvinMeritor, Inc. 2135 West Maple Road Troy, Michigan 48084 Re: ArvinMeritor, Inc. Hourly Employees Savings 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"), 250,000 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 ArvinMeritor, Inc. Hourly Employees Savings Plan ("Plan"), and interests in the 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 into 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, 2000. Very truly yours, /s/ Vernon G. Baker, II Vernon G. Baker, II Senior Vice President, General Counsel and Secretary EX-23.B 3 y44243bex23-b.txt CONSENT OF M.L. MURRAH, ESQ. 1 EXHIBIT 23(B) CONSENT OF COUNSEL I hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of ArvinMeritor, Inc. (the "Company"), in respect of the ArvinMeritor, Inc. Hourly Employees Savings 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, 2000. /s/ M. LEE MURRAH ------------------- M. Lee Murrah Date: January 8, 2001 EX-23.C 4 y44243bex23-c.txt CONSENT OF DELOITTE & TOUCHE LLP 1 EXHIBIT 23(C) INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of ArvinMeritor, Inc. on Form S-8 of our reports dated November 7, 2000 appearing in and incorporated by reference in the Annual Report on Form 10-K of ArvinMeritor, Inc. for the year ended September 30, 2000. DELOITTE & TOUCHE LLP Detroit, Michigan January 8, 2001 EX-24 5 y44243bex24.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 --------- ----- ----- /s/ LARRY D. YOST Chairman of the Board - ------------------------- and Chief Executive Officer (principal Larry D. Yost executive officer) and Director November 8, 2000 /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 /s/ THOMAS A. MADDEN Senior Vice President and - -------------------- Chief Financial Officer November 8, 2000 Thomas A. Madden (principal financial officer) /s/ WILLIAM M. LOWE Vice President and Controller - ------------------- (principal accounting officer) November 8, 2000 William M. Lowe
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