-----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, Pzb1DDWaEWqOQ2ESuagcbMrlaAd/zehDww8y5ZM/pSmOvuuKSV8Ld2VIHeUTaaEB +ggpL1+rCQEuX8dNk3+HBQ== 0000950123-01-500712.txt : 20010416 0000950123-01-500712.hdr.sgml : 20010416 ACCESSION NUMBER: 0000950123-01-500712 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 9 FILED AS OF DATE: 20010412 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-3 SEC ACT: SEC FILE NUMBER: 333-58760 FILM NUMBER: 1601053 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-3 1 y47627as-3.txt ARVINMERITOR, INC. 1 REGISTRATION NO. 333- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM S-3 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 INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
------------------------ 2135 WEST MAPLE ROAD TROY, MICHIGAN 48084-7186 (248) 435-1000 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) ------------------------ 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, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) ------------------------ IT IS ALSO RESPECTFULLY REQUESTED THAT THE COMMISSION SEND COPIES OF ALL NOTICES, ORDERS AND COMMUNICATIONS TO: DAVID C. WORRELL, ESQ. BAKER & DANIELS 300 NORTH MERIDIAN STREET INDIANAPOLIS, INDIANA 46204 (317) 237-0300 ------------------------ APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to time after this registration statement becomes effective, when warranted by market conditions and other factors. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [X] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [X] ------------------------ CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------ PROPOSED MAXIMUM PROPOSED MAXIMUM TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF SECURITIES TO BE REGISTERED REGISTERED PER UNIT(1) OFFERING PRICE(1) REGISTRATION FEE - ------------------------------------------------------------------------------------------------------------------------ Debt Securities..................... $750,000,000 100% $750,000,000 $187,500 - ------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------
(1) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933. ------------------------ THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED. SUBJECT TO COMPLETION, DATED APRIL 12, 2001 PROSPECTUS $750,000,000 ARVINMERITOR, INC. DEBT SECURITIES ------------------------ ArvinMeritor, Inc. may offer not more than $750,000,000 aggregate amount of debt securities, in one or more series from time to time, on terms to be determined at the time of sale. ArvinMeritor will provide the specific terms of these debt securities, their offering prices and how they will be offered in supplements to this prospectus. You should read this prospectus and any supplement carefully before you invest. ------------------------ NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ------------------------ The date of this Prospectus is April , 2001. 3 ABOUT THIS PROSPECTUS This prospectus is part of a registration statement filed by ArvinMeritor, Inc. with the Securities and Exchange Commission, or SEC, using a "shelf" registration process. Under this shelf registration process, we may sell the debt securities described in this prospectus in one or more offerings up to a total dollar amount of $750,000,000. This prospectus provides you with a general description of the debt securities that ArvinMeritor may offer. Each time debt securities are sold, we will provide a prospectus supplement that will contain specific information about the terms of that offering. The prospectus supplement may also add, update or change information contained in this prospectus. It is important that you read both this prospectus and any prospectus supplement together with the additional information described below under the heading "Where You Can Find More Information" before making any investment decision. You should also refer to the registration statement and its exhibits for further information on the debt securities. In this prospectus, the terms "we," "us," "our," "the Company" and "ArvinMeritor" refer to ArvinMeritor, Inc. and its subsidiaries. WHERE YOU CAN FIND MORE INFORMATION ArvinMeritor files annual, quarterly and special reports, proxy statements and other information with the SEC in File No. 1-15983. These filings contain additional information about ArvinMeritor and are available to the public on the Internet at the SEC's website (http://www.sec.gov). You can also read and copy these filings at the SEC's public reference rooms at 450 Fifth Street, N.W. 20549 in Washington, D.C., and in New York, New York and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. The SEC allows us to "incorporate by reference" the information in documents that we file with them, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is an important part of this prospectus, and information that we file later with the SEC will automatically update and supersede this information. We incorporate by reference the documents (and portions of documents) listed below and any future filings made with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, until we sell all of the securities described in this prospectus. ArvinMeritor's Annual Report on Form 10-K for the Fiscal Year Ended September 30, 2000 (2000 Form 10-K) (including parts of ArvinMeritor's 2000 Annual Report to Shareowners and Proxy Statement for the 2001 Annual Meeting of Shareowners, which are incorporated in the 2000 Form 10-K by reference); ArvinMeritor's Quarterly Report on Form 10-Q for the Quarterly Period Ended December 31, 2000; and ArvinMeritor's Current Reports on Form 8-K, dated February 22, 2001 and March 23, 2001. You may request a copy of these filings (excluding exhibits that are not specifically incorporated by reference in these filings), at no cost, by writing or calling us at the following address: Beth Gurnack, Vice President -- Investor Relations, ArvinMeritor, Inc., 2135 West Maple Road, Troy, Michigan, 48084, telephone number (248) 435-1000. These filings are also available on the Internet at ArvinMeritor's website (www.arvinmeritor.com). You should rely only on the information incorporated by reference or provided in this prospectus or any supplement. We have not authorized anyone else to provide you with different information. We are not making an offer of the securities described in this prospectus in any state where the offer is not permitted. You should not assume that the information in this prospectus or any supplement is accurate as of any date other than the date on the front of those documents. 2 4 ARVINMERITOR ArvinMeritor was incorporated in Indiana in March 2000 in connection with the merger of Arvin Industries, Inc. (Arvin) and Meritor Automotive, Inc. (Meritor). Arvin and Meritor merged into ArvinMeritor on July 7, 2000. ArvinMeritor's executive offices are located at 2135 West Maple Road, Troy, Michigan 48084. Our telephone number is (248) 435-1000. ArvinMeritor is a leading global supplier of a broad range of integrated systems, modules and components serving light vehicle, commercial truck, trailer and specialty original equipment manufacturers and certain aftermarkets. We serve our customers worldwide through Light Vehicle Systems (LVS), Commercial Vehicle Systems (CVS) and Light Vehicle Aftermarket (LVA). LVS supplies exhaust systems, aperture systems (primarily roof and door systems), and undercarriage systems (primarily suspension, ride control and motion control systems and wheel products) for passenger cars, light trucks and sport utility vehicles to original equipment manufacturers. CVS supplies drivetrain systems and components, including axles, brakes, and drivelines, for medium- and heavy-duty trucks, trailers and off-highway equipment and specialty vehicles. LVA supplies mufflers, exhaust and tail pipes, catalytic converters, shock absorbers, struts, clamps, hangers, automotive oil, air and fuel filters and accessories to the passenger car, light truck and sport utility aftermarket. ArvinMeritor also provides coil coating applications to the transportation, appliance, construction and furniture industries. The industry in which ArvinMeritor operates is cyclical in nature and has been characterized historically by periodic fluctuations in demand for vehicles for which we supply products. Declines in several of our principal markets, including commercial vehicle markets in North America and the light vehicle aftermarket, together with the impact of plant shutdowns by some North American original equipment manufacturers and currency fluctuations, had a negative effect on our financial results in fiscal year 2000, and this trend continued in the first quarter of fiscal year 2001. Please refer to the documents incorporated by reference in this prospectus for more detailed and updated information on these industry trends and their effects on ArvinMeritor. USE OF PROCEEDS Unless a prospectus supplement provides otherwise, ArvinMeritor will use net proceeds from the sale of the securities described in this prospectus for repayment of outstanding indebtedness and other general corporate purposes. The indebtedness that could be repaid with the proceeds includes (a) commercial paper and other short-term borrowings; (b) outstanding borrowings under ArvinMeritor's $750 million 364-day credit facility with a group of banks, which expires in June 2001, or any renegotiation or extension thereof; and (c) outstanding borrowings under its $750 million revolving credit facility with a group of banks, which expires in June 2005. Indebtedness under the two bank credit facilities was incurred primarily to repay outstanding borrowings under Arvin and Meritor credit facilities at the time of the merger, and to repay $75 million of 6 7/8% Notes at maturity in February 2001. Indebtedness under these facilities bears interest at fluctuating rates based on quoted market rates, plus an applicable margin based on ArvinMeritor's credit rating. 3 5 RATIO OF EARNINGS TO FIXED CHARGES The ratio of earnings to fixed charges for each of the fiscal years ended September 30, 1996 through 2000 and for the three months ended December 31, 2000 is disclosed below. The ratios for periods ending prior to July 7, 2000, the date of the merger, reflect only the results of Meritor and its consolidated subsidiaries. The ratios for periods ending after July 7, 2000 reflect the results of Meritor and its consolidated subsidiaries prior to the merger and ArvinMeritor and its consolidated subsidiaries after the merger.
FISCAL YEAR ENDED SEPTEMBER 30, ------------------------------------ THREE MONTHS ENDED 1996 1997 1998 1999 2000 DECEMBER 31, 2000 ---- ---- ---- ---- ---- ------------------ Ratio of Earnings to Fixed Charges(a)..... 11.8(b) 12.0(b) 6.0 5.4 4.6 --(c)
- --------------- (a) "Earnings" are defined as pre-tax income from continuing operations, adjusted for undistributed earnings of less than majority owned subsidiaries and fixed charges excluding capitalized interest. "Fixed charges" are defined as interest on borrowings (whether expensed or capitalized), the portion of rental expense applicable to interest, and amortization of debt issuance costs. (b) On September 30, 1997, Rockwell International Corporation transferred its automotive businesses to Meritor and distributed all of the issued and outstanding shares of Meritor's common stock to Rockwell shareowners. The financial information presented for periods prior to September 30, 1997 has been prepared based on the combined historical financial position, results of operations and cash flows of the ongoing automotive business of Rockwell prior to the distribution, and is not necessarily indicative of what the financial position, results of operations or cash flows would have been had Meritor been an independent company during the periods presented. (c) As a result of a loss in the first quarter of fiscal 2001, earnings were not sufficient to cover fixed charges, by an amount of $14 million. DESCRIPTION OF THE DEBT SECURITIES The debt securities will be issued under an Indenture (Indenture), dated as of April 1, 1998, as supplemented, between ArvinMeritor (as successor to Meritor) and The Chase Manhattan Bank, as trustee (Trustee). The following is a summary of selected provisions of the Indenture, and this summary is not complete. For a fuller understanding of the terms of the debt securities, you should review the Indenture, which has been filed as an exhibit to the registration statement. In addition, the Indenture has been qualified under the Trust Indenture Act of 1939, and you should refer to that Act for provisions that apply to the debt securities. Section references in the following description are to sections of the Indenture. GENERAL The Indenture provides that ArvinMeritor may issue debt securities in one or more series and does not limit the amount of debt securities that may be issued. The debt securities will be unsecured and will rank equally with ArvinMeritor's other unsecured and unsubordinated indebtedness, unless the prospectus supplement provides otherwise for a particular series. As of March 31, 2001, $500 million principal amount of debt securities was outstanding under the Indenture. ArvinMeritor may issue debt securities with terms different from those of debt securities previously issued. A resolution adopted by the Board of Directors will establish the following terms relating to any series of debt securities that is offered: - the title and principal amount of the series, - if other than dollars, the currency in which the series is to be denominated, the manner in which the dollar equivalent of the principal amount is to be determined upon original issuance and the currency in which any payment in respect of the series will be made (if other than in dollars), - the date or dates on which the principal of (and premium, if any, on) the series will be payable, or the method of determining these date(s), 4 6 - the interest rate or rates which the series will bear (or how the rate(s) will be determined), the date from which interest will accrue, the interest payment dates for the debt securities and the record dates for interest payments if the debt securities are issued in registered form (or the method of determining any such dates), and the basis on which any interest will be calculated, - the place where principal of (and premium, if any) and interest, if any, on the debt securities may be payable, where any registered debt securities may be surrendered for registration of transfer and where the debt securities may be exchanged and notices and demands may be served or published, - the terms of redemption of the debt securities at the option of ArvinMeritor, if any, - the terms of any sinking fund or other provisions relating to the mandatory redemption or purchase of the debt securities by ArvinMeritor, at the option of the holder of the debt securities or otherwise, - the denominations in which the debt securities will be issued, - the portion of the principal amount of the debt securities payable if the maturity of the debt securities is accelerated, - whether the debt securities are to be issued in registered form, bearer form or both, with or without coupons or both, the terms on which bearer securities may be exchanged for registered securities, and the date as of which any bearer securities will be dated, - whether any additional amounts will be payable on the debt securities in respect of any tax, assessment or governmental charge, and whether ArvinMeritor will have the option to redeem the debt securities rather than pay such additional amounts or comply with certain additional requirements, - the person to whom any interest on any registered debt security will be payable, if other than the person in whose name it is registered at the close of business on the regular record date, the manner in which any interest on any bearer debt security will be payable, if other than upon presentation and surrender of the coupons appertaining thereto as they mature, and the manner in which interest payable on an interest payment date on any temporary global security will be paid, - any additions or changes to the events of default or covenants set forth in the Indenture that will be applicable to the series of debt securities, - the application, if any, of the defeasance or covenant defeasance provisions of the Indenture to the debt securities, - the designation of the initial exchange rate agent, if applicable, - if other than the Trustee, the identity of the trustee, authenticating agent, security registrar and/or paying agent, and - any other terms of the debt securities. (Section 3.01.) A prospectus supplement will set forth these terms with respect to any series of debt securities that is offered. The prospectus supplement will also state whether the series of debt securities will be issued in the form of a global security and, if so, the applicable terms (see "Global Securities" below). Additional provisions of the Indenture, such as interest rate reset and extension provisions, may be made applicable to the debt securities and described in the prospectus supplement. ArvinMeritor may issue debt securities at a discount below their principal amount. U.S. federal income tax considerations and other information that applies to debt securities sold at an original issue discount may be described in the prospectus supplement. In addition, ArvinMeritor may issue debt securities that are denominated or payable in a currency other than United States dollars. Important U.S. federal income tax or other tax considerations that apply to these debt securities may be described in the prospectus supplement. Except as may otherwise be described in the applicable prospectus supplement, the covenants contained in the Indenture will not afford holders of debt securities protection in the event of a leveraged buyout or other highly leveraged transaction involving ArvinMeritor. 5 7 FORM AND DENOMINATIONS A particular series of debt securities may be issued as registered securities, as bearer securities or as both registered and bearer securities. Unless otherwise provided in the applicable prospectus supplement, registered securities are issued in denominations of any whole multiple of $1,000 and bearer securities are issued in denominations of any whole multiple of $10,000. The Indenture provides that debt securities of a series may be issued in global form, in any denomination. See "Global Securities" below. Unless otherwise indicated in the applicable prospectus supplement, bearer securities (other than global securities) will have interest coupons attached. (Sections 2.01 and 3.02.) Issuance of bearer debt securities is subject to limitations, as described below under "Limitations on Issuance of Bearer Securities." In particular, on original issuance, bearer debt securities may not be mailed or delivered within the United States and will be delivered only to a person who provides written certification as provided in the Indenture. (Section 3.03.) REGISTRATION, TRANSFER AND EXCHANGE A holder may exchange registered debt securities for other registered debt securities of the same series, in authorized denominations and with the same principal amount and terms. If debt securities of any series may be issued in both registered and bearer form, the holder may, subject to applicable laws, exchange bearer debt securities for registered debt securities of the same series, in authorized denominations and with the same principal amount and terms. All unmatured coupons, and all matured coupons in default, must be surrendered with the bearer debt security, with one exception. If a holder surrenders bearer debt securities in exchange for registered debt securities of the same series after a record date for the payment of interest and before the interest payment date, the bearer debt securities will be surrendered without the coupon relating to such interest payment. Interest will not be payable in respect of the registered debt security issued in exchange for such bearer debt security, and will be payable only to the holder of the coupon when due in accordance with the terms of the Indenture. Unless otherwise specified in the prospectus supplement relating to a particular series, bearer debt securities will not be issued in exchange for registered debt securities. (Section 3.05.) Debt securities may be exchanged, and a transfer of registered debt securities may be registered, at the office of the security registrar. ArvinMeritor may also designate a transfer agent for this purpose for any series of debt securities. No service charge will be made for any exchange or transfer, but payment of any taxes or other governmental charges will be required. (Section 3.05.) ArvinMeritor may change the place for exchange and registration of transfer, and may rescind any designation of a transfer agent, at any time. If debt securities of a series are issuable in registered form, ArvinMeritor will be required to maintain a transfer agent in each place of payment for that series. If debt securities of a series are issuable in bearer form, ArvinMeritor will be required to maintain (in addition to the security registrar) a transfer agent in a place of payment for that series located outside the United States. ArvinMeritor may at any time designate additional transfer agents with respect to any series of debt securities. (Section 10.02.) If debt securities of a particular series are to be redeemed, ArvinMeritor will not be required to issue, exchange or register the transfer of: - any debt securities of that series, during a period beginning 15 days before selection of debt securities to be redeemed and ending at the close of business on the day the redemption notice is mailed (in the case of registered debt securities) or the day the notice of redemption is first published (in the case of bearer debt securities); - any registered debt security selected for redemption, except the unredeemed portion of any debt security being redeemed in part; or - any bearer debt security selected for redemption unless it is exchanged for a registered debt security of that series and the registered debt security is then surrendered for redemption. (Section 3.05.) 6 8 LIMITATIONS ON ISSUANCE OF BEARER SECURITIES In compliance with U.S. federal tax laws and regulations, bearer debt securities may not be offered, sold, resold or delivered in connection with their original issuance in the United States or to United States persons, other than to certain foreign branches of United States financial institutions and persons acquiring debt securities through such foreign branches. Any underwriters, agents and dealers participating in the offering of bearer debt securities must agree that they will comply with these requirements and that they will send a confirmation to each purchaser of a bearer security confirming that such purchaser complies with these requirements and, if such purchaser is a dealer, that it will send similar confirmations to purchasers from it. Bearer debt securities and any related coupons will bear a legend substantially to the effect that any United States person who holds the debt security will be subject to limitations under the United States income tax laws. Among other things, these tax laws provide that holders that are United States persons generally will not be entitled to deduct any loss on bearer debt securities and must treat any gain realized on their sale or other disposition (including payment of principal) as ordinary income. The term "United States person" means a citizen or resident of the United States, an entity organized in or under the laws of the United States or any of its political subdivisions (other than certain partnerships that are not treated as United States persons under applicable Treasury regulations), and an estate or trust the income of which is subject to United States federal income taxation regardless of its source. The term "United States" means the United States (including the states and the District of Columbia), its territories, its possessions and other areas subject to its jurisdiction. PAYMENT AND PAYING AGENTS Unless otherwise provided in the applicable prospectus supplement, payments with respect to registered debt securities will be made at the office of the Trustee at 450 West 33rd Street in New York, New York. However, ArvinMeritor may choose instead to pay interest on registered debt securities by (i) check mailed to the address of the registered owner or (ii) transfer to an account located in the United States maintained by the registered owner. (Sections 3.07, 10.01 and 10.02.) Unless otherwise provided in the prospectus supplement, each interest payment on registered debt securities will be made to the person in whose name such debt security is registered at the close of business on the regular record date for such interest payment. (Section 3.07.) Payments with respect to bearer debt securities will be made at locations outside the United States described in the applicable prospectus supplement. ArvinMeritor is required to maintain an office or agency for this purpose, and may also be required to maintain offices in locations required by a stock exchange on which the debt securities are traded. (Section 10.02.) Unless otherwise provided in the applicable prospectus supplement, payments on bearer debt securities may be made, at the holder's option, by (i) check in the currency designated by the bearer debt security delivered to an address outside the United States or (ii) transfer to an account in such currency maintained with a bank located outside the United States by the person entitled to payment. (Sections 3.07 and 10.02.) Unless otherwise provided in the prospectus supplement, payment of interest on any bearer debt securities on or before maturity will be made only against surrender of coupons as they mature. (Section 10.01.) Unless otherwise provided in the applicable prospectus supplement, no payment with respect to any bearer security will be made at any office or agency of ArvinMeritor in the United States or by check mailed to an address in the United States or by transfer to an account maintained with a bank located in the United States. Notwithstanding the foregoing, payments on bearer securities payable in dollars may be made at an office of ArvinMeritor's paying agent in the United States if payment of the full amount thereof in dollars at all offices outside the United States is illegal or effectively precluded by exchange controls or other similar restrictions, and the Trustee has received an opinion of counsel that such payment within the United States is legal. (Sections 3.07 and 10.02.) 7 9 ArvinMeritor may from time to time designate additional offices or agencies for payment with respect to any debt securities, approve a change in the location of any such office or agency and, except as provided above, rescind the designation of any such office or agency. (Section 10.02.) Payments on any debt securities that are payable in a currency other than dollars may be made in dollars in certain circumstances when that currency is no longer used. (Section 3.10.) The prospectus supplement for any such debt securities will describe the circumstances in which this will occur. Any moneys held for payment of principal of (or premium, if any) or interest, if any, on any debt security or coupon that are unclaimed at the end of two years after such payment becomes due and payable will be repaid to ArvinMeritor upon its request. Thereafter, the holder of such debt security or coupon will look only to ArvinMeritor for payment. (Section 10.03.) CERTAIN DEFINITIONS For purposes of the description of the covenants and other provisions in the Indenture: "Subsidiary" means a corporation of which ArvinMeritor directly or indirectly owns sufficient shares of voting stock to elect a majority of the board of directors. (Section 1.01.) "Restricted Subsidiary" means any Subsidiary other than an Unrestricted Subsidiary. "Wholly-owned Restricted Subsidiary" means a Restricted Subsidiary of which ArvinMeritor directly or indirectly owns all of the outstanding capital stock and all of the Funded Debt. (Section 1.01.) "Unrestricted Subsidiary" means any Subsidiary designated as such from time to time by ArvinMeritor. (Section 1.01.) Unrestricted Subsidiaries will not be restricted by the various provisions of the Indenture applicable to Restricted Subsidiaries, and the debt of Unrestricted Subsidiaries will not be consolidated with that of ArvinMeritor and its Restricted Subsidiaries in calculating Consolidated Funded Debt under the Indenture. "Consolidated Funded Debt" means the Funded Debt of ArvinMeritor and its Restricted Subsidiaries, determined in accordance with generally accepted accounting principles. "Funded Debt" means (a) indebtedness for money borrowed having a maturity of more than 12 months, (b) certain obligations in respect of lease rentals and (c) the higher of the par value or liquidation value of preferred stock of a Restricted Subsidiary that is not owned by ArvinMeritor or a Wholly-owned Restricted Subsidiary, but, in the case of ArvinMeritor, does not include certain debt subordinate to the debt securities. (Section 1.01.) "Secured Debt" means indebtedness for money borrowed (other than indebtedness among ArvinMeritor and Restricted Subsidiaries), which is secured by a mortgage or other lien on any Principal Property of ArvinMeritor or a Restricted Subsidiary or a pledge, lien or other security interest on the stock or indebtedness of a Restricted Subsidiary. (Section 1.01.) "Principal Property" includes any real property (including buildings and other improvements) of ArvinMeritor or any Restricted Subsidiary, owned at the date of the Indenture or thereafter acquired (other than any pollution control facility, cogeneration facility or small power production facility acquired after the date of the Indenture), which (i) has a book value in excess of 2.5% of Consolidated Net Tangible Assets and (ii) in the opinion of the Board of Directors is of material importance to the total business conducted by ArvinMeritor and its Restricted Subsidiaries as a whole. (Section 1.01.) "Consolidated Net Tangible Assets" means, at any date of computation, the total amount of consolidated assets of ArvinMeritor and its consolidated subsidiaries, less the sum of (a) all current liabilities, except for (i) any short-term debt, (ii) any current portion of long-term debt and (iii) any current portion of obligations under capital leases, and (b) all goodwill, trade names, trademarks, patents, unamortized debt discount and expense (less unamortized debt premium) and other like intangibles as shown on a balance sheet of ArvinMeritor and its consolidated subsidiaries prepared not more than 90 days prior to the date of computation, in all cases computed in accordance with generally accepted accounting principles. (Section 1.01.) 8 10 "Sale and Lease-Back Transaction" means, subject to certain exceptions, sales or transfers of any Principal Property owned by ArvinMeritor or any Restricted Subsidiary which has been in full operation for more than 180 days prior to such sale or transfer, where ArvinMeritor or such Restricted Subsidiary has the intention of leasing back such property for more than 36 months but discontinuing the use of such property on or before the expiration of the term of such lease. (Section 10.06.) COVENANTS Limitations on Liens. ArvinMeritor and its Restricted Subsidiaries are prohibited from creating, incurring, assuming or suffering to exist any Secured Debt without equally and ratably securing the outstanding debt securities. These restrictions do not apply to: - Secured Debt existing at the date of the Indenture; - liens on property acquired or constructed after the date of the Indenture by ArvinMeritor or a Restricted Subsidiary and created contemporaneously with, or within twelve months after, such acquisition or the completion of such construction to secure all or any part of the purchase price of such property or the cost of such construction; - mortgages on property of ArvinMeritor or a Restricted Subsidiary created within twelve months of completion of construction of a new plant or plants on such property to secure all or part of the cost of such construction; - liens on property existing at the time such property is acquired; - liens on stock acquired after the date of the Indenture by ArvinMeritor or a Restricted Subsidiary if the aggregate cost of all such stock does not exceed 15% of Consolidated Net Tangible Assets; - liens securing indebtedness of a successor corporation to ArvinMeritor to the extent permitted by the Indenture; - liens securing indebtedness of a Restricted Subsidiary outstanding at the time it became a Restricted Subsidiary; - liens securing indebtedness of any person outstanding at the time it is merged with or substantially all its properties are acquired by ArvinMeritor or any Restricted Subsidiary; - liens on property or on the outstanding shares or indebtedness of a corporation existing at the time such corporation becomes a Restricted Subsidiary; - liens created, incurred or assumed in connection with an industrial revenue bond, pollution control bond or similar financing arrangement between ArvinMeritor or any Restricted Subsidiary and any Federal, state or municipal government or other governmental body or agency; - extensions, renewals or replacements of the foregoing permitted liens to the extent of the original amounts thereof; - liens in connection with government and certain other contracts; - certain liens in connection with taxes or legal proceedings; - certain other liens not related to the borrowing of money; and - liens in connection with Sale and Lease-Back Transactions as described under "Limitations on Sale and Lease-Back". (Section 10.05.) In addition, ArvinMeritor and its Restricted Subsidiaries may have Secured Debt not otherwise permitted without equally and ratably securing the outstanding debt securities if the sum of (a) the amount of such Secured Debt plus (b) the aggregate value of Sale and Lease-Back Transactions (subject to certain exceptions) described below, does not exceed 15% of Consolidated Net Tangible Assets. (Section 10.05.) 9 11 Limitations on Sale and Lease-Back. Sale and Lease-Back Transactions are prohibited unless (a) ArvinMeritor or its Restricted Subsidiaries would be entitled to incur Secured Debt equal to the amount realizable upon such sale or transfer secured by a mortgage on the property to be leased without equally and ratably securing the outstanding debt securities; or (b) an amount equal to the greater of net proceeds of the sale or fair value of the property sold as determined by the Board of Directors is applied within 180 days of any such transaction (i) to the retirement of Consolidated Funded Debt or indebtedness of ArvinMeritor or a Restricted Subsidiary that was Funded Debt at the time it was created or (ii) to the purchase of other Principal Property having a value at least equal to the greater of such amounts; or (c) the Sale and Lease-Back Transaction involved was an industrial revenue bond, pollution control bond or similar financing arrangement between ArvinMeritor or any Restricted Subsidiary and any Federal, state, municipal government or other governmental body or agency. (Section 10.06.) Certain Limitations on Merger of the Company. ArvinMeritor may consolidate with or merge into any other corporation, or convey or transfer its properties and assets substantially as an entirety to any other entity, so long as certain specified conditions are met, including (i) the corporation surviving the merger or consolidation, or which acquires the assets, is organized under the laws of the United States or any state thereof and expressly assumes ArvinMeritor's obligations under the Indenture and (ii) after giving effect to the transaction, there is no Event of Default (as defined below) or event which, after notice or lapse of time or both, would become an Event of Default. (Sections 8.01 and 8.02.) If, upon any such merger or consolidation of ArvinMeritor or any such conveyance or transfer of its properties and assets, any Principal Property of ArvinMeritor or a Restricted Subsidiary would become subject to any mortgage, security interest, pledge, lien or encumbrance not otherwise permitted under the Indenture, ArvinMeritor will, prior to such transaction, secure the outstanding debt securities, equally and ratably with any other indebtedness then entitled to be so secured, by a direct lien on such Principal Property and certain other properties. (Section 8.03.) The successor corporation formed by any such consolidation or merger, or to which any such conveyance or transfer is made, shall succeed to and be substituted for ArvinMeritor under the Indenture and thereafter ArvinMeritor shall be relieved of all obligations and covenants under the Indenture, the debt securities and any coupons. (Section 8.02.) DEFEASANCE AND COVENANT DEFEASANCE Defeasance. The prospectus supplement will state whether the Indenture's defeasance provisions apply to the series of debt securities being offered. If these provisions do apply, ArvinMeritor will be discharged from its obligations in respect of the debt securities of such series if it irrevocably deposits with the Trustee, in trust, sufficient money or U.S. government securities to pay the principal of (and premium, if any) and interest, if any, and any other sums payable on such debt securities when due. ArvinMeritor must also deliver to the Trustee an opinion of counsel to the effect that the holders of such debt securities will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to the same Federal income tax consequences as if such deposit, defeasance and discharge had not occurred. The opinion must be based on a ruling of the Internal Revenue Service or a change in applicable Federal income tax law that occurred after the date of the Indenture. In the event of any such deposit and discharge, the holders of such debt securities would thereafter be entitled to look only to the trust fund for payments on the debt securities. (Section 4.03.) Covenant Defeasance. The prospectus supplement will state whether the Indenture's covenant defeasance provisions apply to the series of debt securities being offered. If these provisions apply, (i) ArvinMeritor may omit to comply with certain covenants (including the limitations on liens and Sale and Lease-back Transactions) and (ii) such noncompliance will not be deemed to be an Event of Default under the Indenture and the debt securities, if ArvinMeritor irrevocably deposits with the Trustee, in trust, sufficient money or U.S. government securities to pay the principal of (and premium, if any), interest, if any, and any other sums payable on such debt securities when due. ArvinMeritor must also deliver to the Trustee an opinion of counsel to the effect that the holders of such debt securities will not recognize income, gain or loss for Federal income tax purposes as a result of such deposit and defeasance of certain obligations and will be subject to the same Federal income tax consequences as if such deposit, defeasance and discharge had not 10 12 occurred. ArvinMeritor's obligations under the Indenture and debt securities other than with respect to the covenants referred to above and the Events of Default other than the Event of Default referred to above will remain in full force and effect. (Section 10.09.) MODIFICATION OF INDENTURE AND WAIVER OF CERTAIN COVENANTS The Trustee and ArvinMeritor may execute a supplemental indenture to change the Indenture or modify the rights of the holders of debt securities of any series, with the consent of the holders of at least a majority of the outstanding principal amount of the debt securities of each series affected. However, the consent of the holder of each outstanding debt security affected is required for execution of a supplemental indenture that would (i) change the maturity of principal of or interest, if any, on any debt security, reduce the amount of any principal, premium or interest payment, change the currency in which any debt security is payable or impair the right to bring suit to enforce any payment rights, or (ii) reduce the percentage of holders of debt securities of such series whose consent is required to authorize any such supplemental indenture. (Section 9.02.) The holders of a majority of the outstanding principal amount of the debt securities of any series may waive compliance by ArvinMeritor with certain covenants in the Indenture with respect to that series. (Section 10.08.) The Indenture contains provisions for determining whether the holders of the requisite percentage of outstanding principal amount of a series of debt securities have given any request, demand, authorization, direction, notice, consent or waiver or whether a quorum is present at a meeting of holders of debt securities, in cases where debt securities were issued at a discount, where the principal amount was denominated in a foreign currency, or where the principal amount is determined with reference to an index. In addition, for these purposes, debt securities owned by ArvinMeritor or its affiliates are deemed not to be outstanding. (Section 1.01.) The Indenture also contains provisions for convening meetings of the holders of a series issuable as bearer debt securities, which may be called by the Trustee and also by ArvinMeritor or the holders of at least 10% in principal amount of the outstanding debt securities of that series. (Article 13.) DEFAULTS AND CERTAIN RIGHTS ON DEFAULT An Event of Default with respect to any series of debt securities means any of the following events: - failure to pay any interest on the debt securities of such series for 30 days after it is due; - failure to pay principal of (and premium, if any, on) the debt securities of such series when due, whether at maturity, upon acceleration or upon redemption; - failure to perform any other covenant in the Indenture for 90 days after notice; - certain events of bankruptcy, insolvency, receivership or reorganization relating to ArvinMeritor; or - any other event of default made applicable to a particular series of debt securities, which will be described in the prospectus supplement for that series. An Event of Default for a particular series of debt securities does not necessarily constitute an Event of Default for any other series. ArvinMeritor is required to deliver to the Trustee annually a written statement as to the fulfillment of its obligations under the Indenture. If an Event of Default for any series of debt securities occurs and continues, the Trustee or the holders of at least 25% of the outstanding principal amount of the debt securities of such series may declare the principal of all the debt securities of such series to be immediately due and payable. Such declaration may, under certain circumstances, be rescinded by the holders of a majority of the outstanding principal amount of the debt securities of such series. (Sections 5.01, 5.02 and 10.04.) Other than its duties in case of an Event of Default, the Trustee is not obligated to exercise any of its rights or powers under the Indenture at the request of any of the holders of debt securities, unless the holders offer to the Trustee reasonable security or indemnity. If they provide this reasonable security or indemnity, 11 13 subject to certain limitations described in the Indenture, the holders of a majority of the outstanding principal amount of the debt securities of any series will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee. The holders of a majority of the outstanding principal amount of the debt securities of any series may waive any past default with respect to debt securities of such series except a default in payment on any of the debt securities of such series or a default with respect to a covenant that cannot be modified without the consent of the holder of each debt security affected. (Sections 5.12, 5.13 and 6.03.) GOVERNING LAW The Indenture and the debt securities will be governed by and construed in accordance with the laws of the State of New York. (Section 1.12.) CONCERNING THE TRUSTEE The Trustee is one of a number of banks with which ArvinMeritor maintains ordinary banking relationships and credit facilities. GLOBAL SECURITIES One or more series of the debt securities may be issued in the form of global securities that will be deposited with a depositary. This means that ArvinMeritor will not issue certificates to each holder of debt securities of that series. Instead, one or more global securities will be issued to the depositary, which will keep a computerized record of its participants (for example, your broker) whose clients have purchased these debt securities. The participant will then keep a record of its clients who purchased these debt securities. Beneficial interests in global securities will be shown on, and transfers of those interests will be made only through, records maintained by the depositary and its participants. ArvinMeritor will make payments on the debt securities represented by a global security only to the depositary, as the registered holder of these debt securities. All payments to the participants are the responsibility of the depositary, and all payments to the beneficial holders of the debt securities are the responsibility of the participants. Certificates for the debt securities of the series in question may be issued to beneficial holders in some circumstances, including termination of the depositary arrangements by ArvinMeritor or the depositary. If debt securities are to be issued as global securities, the prospectus supplement will name the depositary and will describe the depository arrangements and other applicable terms. PLAN OF DISTRIBUTION We may sell the debt securities through underwriters or dealers; through agents; directly to purchasers; or through a number of direct sales or auctions performed by utilizing the Internet or a bidding or ordering system. BY UNDERWRITERS If underwriters are used in the sale, they will acquire the debt securities for their own account. The underwriters may resell the debt securities from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of the sale. The underwriters may sell the debt securities directly or through underwriting syndicates represented by managing underwriters. Unless otherwise set forth in the prospectus supplement, the obligations of the underwriters to purchase the offered debt securities will be subject to certain conditions, and the underwriters will be obligated to purchase all of the debt securities if any are purchased; provided that the agreement between ArvinMeritor and the underwriter or underwriters providing for the sale of the offered debt securities may provide that under certain circumstances involving a default of underwriters less than all of the offered debt securities may 12 14 be purchased. Any initial public offering price and any discounts or concessions allowed or re-allowed or paid to dealers may be changed from time to time. If a dealer is used in the sale, ArvinMeritor will sell the offered debt securities to the dealer as principal. The dealer may then resell such debt securities at varying prices determined at the time of resale. BY AGENTS Debt securities may be sold through agents designated by ArvinMeritor. DIRECT SALES Debt securities may be sold directly by ArvinMeritor. In this case, no underwriters or agents would be involved. SALES THROUGH THE INTERNET ArvinMeritor may offer debt securities directly to the public, with or without the involvement of agents, underwriters or dealers, and may utilize the Internet or another electronic bidding or ordering system for the pricing and allocation of such debt securities. Such a system may allow bidders to participate directly, through electronic access to an auction site, by submitting conditional offers to buy that are subject to acceptance by us, and which may directly affect the price or other terms at which the securities are sold. Such a bidding or ordering system may present to each bidder, on a real-time basis, relevant information to assist you in making a bid, such as the clearing spread at which the offering would be sold, based on the bids submitted, and whether a bidder's individual bids would be accepted, prorated or rejected. Typically the clearing spread will be indicated as a number of basis points above an index treasury note. Other pricing methods may also be used. Upon completion of such an auction process securities will be allocated based on prices bid, terms of bid or other factors. The final offering price at which debt securities would be sold and the allocation of debt securities among bidders would be based in whole or in part on the results of the Internet bidding process or auction. Many variations of Internet auction or pricing and allocation systems are likely to be developed in the future, and we may utilize such systems in connection with the sale of debt securities. The specific rules of such an auction would be distributed to potential bidders in an applicable prospectus supplement. If an offering is made using such a bidding or ordering system, you should review the auction rules, as described in the prospectus supplement, for a more detailed description of the offering procedures. GENERAL INFORMATION Underwriters, dealers and agents that participate in the distribution of the debt securities may be underwriters as defined in the Securities Act of 1933, and any discounts and commissions received by them from ArvinMeritor and any profit on the resale of such debt securities by them may be treated as underwriting discounts and commissions under the Securities Act of 1933. Any underwriters, dealers or agents will be identified and their compensation described in a prospectus supplement. ArvinMeritor may authorize agents and underwriters to solicit offers by certain institutions to purchase debt securities at the public offering price and on terms described in the applicable prospectus supplement. ArvinMeritor may agree with agents, underwriters and dealers to indemnify them against certain civil liabilities, including liabilities under the Securities Act of 1933, or to contribute with respect to payments which the agents, underwriters or dealers may be required to make. Agents, underwriters and dealers may engage in transactions with, or perform services for, ArvinMeritor or its subsidiaries in the ordinary course of business. 13 15 EXPERTS The consolidated financial statements and related financial statement schedule incorporated in this prospectus by reference from ArvinMeritor's Annual Report on Form 10-K have been audited by Deloitte & Touche LLP, independent auditors, as stated in their reports, which are incorporated herein by reference, and have been so incorporated in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing. LEGAL MATTERS Baker & Daniels, 300 North Meridian Street, Indianapolis, Indiana 46204, counsel for ArvinMeritor, and, if the debt securities are distributed in an underwritten offering, counsel for the underwriters named in the prospectus supplement, will each issue an opinion as to the legality of the debt securities offered by this prospectus. CAUTIONARY STATEMENT This prospectus contains or incorporates statements relating to future results of the Company (including certain projections and business trends) that are "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements are typically identified by words or phrases such as "believe," "expect," "anticipate," "estimate," "should," "are likely to be" and similar expressions. Actual results may differ materially from those projected as a result of certain risks and uncertainties, including but not limited to those detailed herein and from time to time in the filings of ArvinMeritor with the Securities and Exchange Commission that are incorporated into this prospectus. These forward-looking statements are made only as of the date made, and we undertake no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise. 14 16 PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. Filing fee -- SEC........................................... $187,500 *Rating Agencies' fees...................................... 500,000 *Printing and engraving..................................... 50,000 *Fees and expenses of Company's counsel..................... 40,000 *Fees and expenses of accountants........................... 75,000 *Fees and expenses of trustee............................... 12,000 *Blue-sky expense (including legal fees).................... 12,000 *Miscellaneous.............................................. 13,500 -------- *Total............................................ $890,000 ========
- --------------- * Estimated ITEM 15. 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, as amended ("Securities Act"). The Company and certain other persons may be entitled under agreements entered into with agents or underwriters to indemnification by such agents or underwriters against certain liabilities, including liabilities under the Securities Act, or to contribution with respect to payments that the Company or such persons may be required to make in respect of such liabilities. II-1 17 ITEM 16. EXHIBITS. 1 -- Form of Underwriting Agreement. 4 -- Indenture, dated as of April 1, 1998, between ArvinMeritor and The Chase Manhattan Bank, as trustee, under which the debt securities will be issued (filed as Exhibit 4 to Meritor's Registration Statement on Form S-3 in Registration No. 333-49777 and incorporated by reference). 4a -- First Supplemental Indenture, dated as of July 7, 2000, to the Indenture, dated as of April 1, 1998, between ArvinMeritor and The Chase Manhattan Bank, as trustee (filed as Exhibit 4-b-1 to the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2000 and incorporated by reference). 5 -- Opinion of Baker & Daniels as to the legality of the securities being registered. 12 -- Computation of Ratios of Earnings to Fixed Charges. 23a -- Consent of Deloitte & Touche LLP. 23b -- Consent of Baker & Daniels is contained in their opinion filed as Exhibit 5. 23c -- Consent of Vernon G. Baker, II, Esq., Senior Vice President, General Counsel and Secretary of the Company. 23d -- Consent of M. Lee Murrah, Esq., Assistant General Counsel of the Company. 24 -- Power of Attorney. 25 -- Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of The Chase Manhattan Bank, Trustee under the Indenture.
ITEM 17. UNDERTAKINGS. The undersigned registrant hereby undertakes: (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; (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 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-3 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 Securities Exchange Act of 1934, as amended ("Exchange Act"), that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act, 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. II-2 18 (4) That, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to section 13(a) or 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 may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described above, or otherwise, the registrant 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 registrant of expenses incurred or paid by a director, officer or controlling person of the registrant 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 registrant 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-3 19 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Troy, State of Michigan, on the 11th day of April, 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, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on the 11th day of April, 2001.
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, RHONDA L. Directors BROOKS, JOSEPH P. FLANNERY, WILLIAM D. GEORGE, JR., RICHARD W. HANSELMAN, CHARLES H. HARFF, VICTORIA B. JACKSON, JAMES E. MARLEY, JAMES E. PERRELLA, HAROLD A. POLING AND MARTIN D. WALKER* 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)**
- --------------- ** By authority of the powers of attorney filed as Exhibit 24 to this Registration Statement. II-4 EX-1 2 y47627aex1.txt FORM OF UNDERWRITING AGREEMENT 1 Exhibit 1 ARVINMERITOR, INC. ___% Notes Due ___ UNDERWRITING AGREEMENT ________ __, 200_ To the Representative or Representatives named in Schedule A hereto of the Underwriters named in Schedule B hereto Ladies and Gentlemen: The undersigned, ArvinMeritor, Inc., an Indiana corporation (the "Company"), confirms its agreement with the several underwriters named in Schedule B hereto (the "Underwriters") as set forth below. If the firm or firms listed in Schedule B hereto include only the firm or firms listed in Schedule A hereto (the "Representatives"), then the terms "Underwriters" and "Representatives," as used herein, shall each be deemed to refer to such firm or firms. The Company proposes to issue and sell debt securities of the title and amount set forth in Schedule A hereto (the "Purchased Securities"), to be issued under the Indenture dated as of April 1, 1998, as supplemented (the "Indenture"), between the Company and The Chase Manhattan Bank, as Trustee. The Company has filed with the Securities and Exchange Commission (the "Commission") a Registration Statement on Form S-3, dated as of April __, 2001 (No. 333-____), relating to $750,000,000 of debt securities, and the offering thereof from time to time in accordance with Rule 415 under the Securities Act of 1933, as amended (the "1933 Act"). Such Registration Statement has been declared effective by the Commission, and the Indenture has been qualified under the Trust Indenture Act of 1939, as amended (the "1939 Act"). Such Registration Statement and the Prospectus or Prospectuses relating to the sale of the Purchased Securities by the Company constituting a part thereof, including all documents incorporated therein by reference, as they may from time to time be amended or supplemented, pursuant to the Securities Exchange Act of 1934, as amended (the "1934 Act"), the 1933 Act or otherwise (including by means of the Prospectus Supplement (as defined below)), are in each case collectively referred to herein as the "Registration Statement" and the "Prospectus," respectively; provided, however, that a supplement to the Prospectus contemplated by Section 3(a), including a preliminary form of such a supplement to the Prospectus, if any, previously filed with the Commission pursuant to Rule 424 of the 1933 Act (collectively, a "Prospectus Supplement"), shall be deemed to have supplemented the Prospectus only with respect to the offering of the Purchased Securities to which it relates. If the Company elects to rely on Rule 434 under the 1933 Act, all references to the Prospectus shall be deemed to include, without limitation, the form of prospectus and the term sheet, taken together, provided to the Representatives by the Company in reliance on such Rule 434. If the Company files a registration statement to register a portion of the Purchased Securities and relies on Rule 2 462(b) under the 1933 Act for such registration statement to become effective upon filing with the Commission (the "Rule 462 Registration Statement"), then any reference to "Registration Statement" herein shall be deemed to be to both the registration statement referred to above (No. 333-_____) and the Rule 462 Registration Statement, as each such registration statement may be amended pursuant to the 1933 Act. SECTION 1. Representations and Warranties. The Company represents and warrants to each Underwriter as of the date hereof, as follows: (a) The Registration Statement and the Prospectus, at the time the Registration Statement became effective complied, and as of the date hereof complies, in all material respects with the requirements of the 1933 Act, the rules and regulations thereunder (the "Regulations"), the 1934 Act and the rules and regulations thereunder and the 1939 Act. The Registration Statement, at the time the Registration Statement became effective did not, and as of the date hereof does not, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, at the time the Registration Statement became effective did not, and as of the date hereof does not, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties in this subsection shall not apply (i) to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use in the Registration Statement or Prospectus or (ii) to that part of the Registration Statement which shall constitute the Statement of Eligibility and Qualification under the 1939 Act (Form T-1) (the "Form T-1") of the Trustee under the Indenture. (b) Any documents incorporated by reference in the Registration Statement and the Prospectus subsequent to the date hereof will, when filed with the Commission, conform in all material respects to the requirements of the 1934 Act and the rules and regulations thereunder, and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading. (c) Since the respective dates as of which information is given in the Registration Statement and the Prospectus, except as otherwise stated therein or contemplated thereby, there has been no material adverse change in the condition, financial or otherwise, or the results of operations of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business. (d) The Company has been duly incorporated and is validly existing under the laws of the State of Indiana, and each of Meritor Heavy Vehicle Systems LLC, a Delaware limited liability company (HVS), and Meritor Light Vehicle System, Inc., a Delaware corporation (LVS), has been duly formed or incorporated, is validly existing and is in good standing under the laws of the State of Delaware. The Company, HVS and LVS 2 3 each has the requisite power and authority as a corporation or a limited liability company to carry on its business as currently being conducted, to own, lease and operate its properties, and is duly qualified and is in good standing as a foreign corporation or limited liability company in each jurisdiction wherein the character of the property owned or held under lease by it makes such qualification necessary, except in such jurisdictions where the failure so to qualify or to be in good standing will not subject the Company to any liability material to the condition, financial or otherwise, of the Company and its subsidiaries considered as one enterprise. (e) All of the outstanding Common Shares of HVS and all of the outstanding Common Stock of LVS are validly issued, fully paid and nonassessable and not subject to any preemptive rights, and are owned by the Company, free and clear of any security interest, mortgage, pledge, claim, lien or encumbrance (each, a "Lien"). There are no outstanding subscriptions, rights, warrants, options, calls, commitments for sale or Liens related to or entitling any person to purchase or otherwise to acquire any equity interests in HVS or LVS. (f) None of the Company, HVS or LVS is in violation of its respective certificate of incorporation or by-laws or other organizational documents or in default under any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which any of them is a party or by which any of them or any of their properties may be bound, except for any violations or defaults which, individually or in the aggregate, would not have a material adverse effect on the financial position or consolidated financial statements of the Company and its subsidiaries taken as a whole. The execution and delivery of this Agreement, the Delayed Delivery Contracts (as defined below), if any, and the Indenture and the consummation of the transactions contemplated herein and therein have been duly authorized by all necessary corporate action; each of this agreement and the Indenture are, and when duly executed and delivered in accordance with their terms, the Delayed Delivery Contracts, if any, will be, valid and legally binding agreements of the Company and will not conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to, any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which the Company is a party or by which it may be bound or to which any of the property or assets of the Company is subject, nor will such action result in any violation of the provisions of the Restated Articles of Incorporation, as amended, or Bylaws of the Company or, to the best of its knowledge, any law, administrative regulation or administrative or court decree applicable to the Company; and no consent, approval, authorization or order of any court or governmental authority or agency is required for the consummation by the Company of the transactions contemplated by this Agreement, except such as may be required under the 1933 Act, the 1939 Act, the Regulations or state securities or Blue Sky laws. (g) The Purchased Securities have been duly authorized for issuance and sale pursuant to this Agreement and, when duly executed, authenticated and delivered pursuant to the provisions of this Agreement and of the Indenture against payment of the consideration therefor in accordance with this Agreement, the Purchased Securities will be 3 4 valid and legally binding obligations of the Company enforceable in accordance with their terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting the enforcement of creditors' rights in general and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and except further as enforcement thereof may be limited by (i) requirements that a claim with respect to any Purchased Securities denominated other than in U.S. dollars be converted into U.S. dollars at an exchange rate prevailing on a date determined pursuant to applicable law or (ii) governmental authority to limit, delay or prohibit the making of payments outside the United States, and will be entitled to the benefits of the Indenture, which will be substantially in the form heretofore delivered to you, except as supplemented to reflect the terms of any one or more series of debt securities. (h) The Purchased Securities and the Indenture conform in all material respects to all statements relating thereto contained in the Prospectus and the applicable Prospectus Supplement. (i) No strike or labor stoppage by the employees of the Company or any subsidiary exists, or, to the knowledge of the Company, is imminent which is expected to have a material adverse effect upon the conduct of the business, or the earnings, operations or condition, financial or otherwise, of the Company and its subsidiaries, considered as one enterprise. (j) The financial statements (other than quarterly or other unaudited interim financial statements) included or incorporated by reference in the Registration Statement and the Prospectus present fairly the financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations for the periods specified; said financial statements have been prepared in conformity with generally accepted accounting principles applied on a consistent basis (except as otherwise stated therein); and the supporting schedules included or incorporated by reference in the Registration Statement present fairly the information required to be stated therein. Any quarterly or other unaudited interim financial statements included or incorporated by reference in the Registration Statement and the Prospectus have been prepared in compliance with the applicable requirements of the 1933 Act, the Regulations, the 1934 Act and the rules and regulations thereunder and have been prepared on a basis substantially consistent (except as otherwise stated therein) with that of the applicable audited financial statements included or incorporated by reference in the Registration Statement and the Prospectus, and such unaudited financial statements contain all adjustments necessary to present a fair statement of the results of operations for the periods reported. Any pro forma financial information included or incorporated by reference in the Registration Statement and the Prospectus has been prepared in accordance with the applicable requirements of Rule 11-02 of Regulation S-X, and in the opinion of the Company, the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions or circumstances referred to therein. 4 5 Any certificate signed by any officer of the Company and delivered to you or counsel for the Underwriters in connection with an offering of the Purchased Securities shall be deemed a representation and warranty by the Company, as to the matters covered thereby, to each Underwriter participating in such offering. SECTION 2. Purchase and Sale. The several and not joint commitments of the Underwriters to purchase the Purchased Securities in the respective amounts set forth on Schedule B hereto shall be deemed to have been made on the basis of the representations and warranties herein contained and shall be subject to the terms and conditions herein set forth. Payment of the purchase price for, and delivery of, any Purchased Securities to be purchased by the Underwriters shall be made at the office specified in Schedule A hereto or at such other place as shall be agreed upon by you and the Company, on the date and at the time so specified or such other time as shall be agreed upon by you and the Company (such time and date being referred to as the "Closing Time"). Payment shall be made to the Company by wire transfer to an account designated by the Company in immediately available funds against delivery to you for the respective accounts of the Underwriters of the Purchased Securities to be purchased by them. Such Purchased Securities shall be in such denominations and registered in such names as you may request in writing at least two business days prior to the Closing Time. Such Purchased Securities, which may be in temporary form, will be made available for examination and packaging by you on or before the first business day prior to the Closing Time. Delivery at the Closing Time of any Purchased Securities that are in bearer form shall be effected by delivery of a single temporary global security without coupons (the "Global Debt Security") evidencing the Purchased Securities that are in bearer form to a common Depositary or its nominee for the accounts of the Euroclear System ("Euroclear"), and for Clearstream Banking, S.A. ("Clearstream Banking") for credit to the respective accounts at Euroclear or Clearstream Banking of each Underwriter or to such other accounts as such Underwriter may direct. Any Global Debt Security shall be delivered to you not later than the Closing Time, against payment of funds to the Company in the net amount due to the Company for such Global Debt Security by the method and in the form set forth in Schedule A hereto. The Company shall cause definitive Purchased Securities in bearer form to be prepared and delivered in exchange for such Global Debt Security in such manner and at such time as may be provided in or pursuant to the Indenture; provided, however, that the Global Debt Security shall be exchangeable for definitive Purchased Securities in bearer form only on or after the date specified for such purpose in the Prospectus. If authorized in Schedule A hereto, the Underwriters named therein may solicit offers to purchase debt securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts") substantially in the form of Exhibit I hereto with such changes therein as the Company may approve. Any Purchased Securities purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein referred to as "Contract Securities." As compensation for arranging Delayed Delivery Contracts, the 5 6 Company will pay to you at the Closing Time, for the accounts of the Underwriters, a fee equal to that percentage of the principal amount of Contract Securities for which Delayed Delivery Contracts are made at the Closing Time as is specified in Schedule A hereto. At the Closing Time the Company will enter into Delayed Delivery Contracts with all purchasers proposed by the Underwriters and previously approved by the Company as provided below, but not for an aggregate principal amount of Contract Securities in excess of that specified in Schedule A hereto. The Underwriters will not have any responsibility for the validity or performance of Delayed Delivery Contracts. Delayed Delivery Contracts are to be only with such investors and in such amounts as are approved by the Company. You are to submit to the Company, at least three business days prior to the Closing Time, the names of any investors with which it is proposed that the Company will enter into Delayed Delivery Contracts and the principal amount of Contract Securities to be purchased by each of them, and the Company will advise you, at least two business days prior to the Closing Time, of the names of the investors with which the making of Delayed Delivery Contracts is approved by the Company and the principal amount of Contract Securities to be covered by each such Delayed Delivery Contract. If the Company executes and delivers Delayed Delivery Contracts, the aggregate principal amount of Contract Securities will be deducted from the aggregate principal amount of the Purchased Securities to be purchased by the several Underwriters and the principal amount of the Purchased Securities to be purchased by each Underwriter will be reduced pro rata in proportion to the principal amount of the Purchased Securities set forth opposite each Underwriter's name in Schedule B hereto, except to the extent that the Representatives determine that such reduction shall be otherwise than pro rata and so advise the Company in writing; provided, however, that the aggregate principal amount of Purchased Securities to be purchased by all Underwriters shall be the aggregate principal amount of the Purchased Securities less the aggregate principal amount of Contract Securities. SECTION 3. Covenants of the Company. The Company covenants with each of you and with each Underwriter as follows: (a) Immediately following the execution of this Agreement, the Company will prepare a Prospectus Supplement setting forth the principal amount of the Purchased Securities covered thereby and their terms not otherwise specified in the Indenture, the names of the Underwriters participating in the offering and the principal amount of the Purchased Securities which each severally has agreed to purchase, the names of the Underwriters acting as Representatives in connection with the offering, the price at which the Purchased Securities are to be purchased by the Underwriters from the Company, the initial public offering price, the selling concession and reallowance, if any, any delayed delivery arrangements, and such other information as you and the Company deem appropriate in connection with the offering of the Purchased Securities. The Company will transmit copies of the Prospectus Supplement to the Commission for timely filing pursuant 6 7 to Rule 424 of the Regulations and will furnish to the Underwriters named therein as many copies of the Prospectus and such Prospectus Supplement as you shall reasonably request. (b) If at any time when the Prospectus is required by the 1933 Act to be delivered in connection with sales of the Purchased Securities any event shall occur or condition exist as a result of which it is necessary to further amend or supplement the Prospectus in order that the Prospectus will not include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading in the light of circumstances existing at the time it is delivered to a purchaser, or if it shall be necessary at any such time to amend or supplement the Registration Statement or the Prospectus in order to comply with the requirements of the 1933 Act or the Regulations, the Company will promptly prepare and file with the Commission such amendment or supplement, whether by filing documents pursuant to the 1934 Act or otherwise, as may be necessary to correct such untrue statement or omission or to make the Registration Statement or the Prospectus comply with such requirements. (c) The Company will make generally available to its security holders, in each case as soon as practicable, an earning statement (in form complying with the provisions of Section 11(a) of the 1933 Act and the Regulations, which need not be certified by independent certified public accountants unless required by the 1933 Act or the Regulations) covering a twelve month period beginning not later than the first day of the Company's fiscal quarter next following the effective date (as defined in Rule 158 of the Regulations) of the Registration Statement. (d) The Company will give you notice of its intention to file any amendment to the Registration Statement or any supplement to the Prospectus with respect to the Purchased Securities, other than those made by the filing of documents pursuant to the 1934 Act, will furnish you with copies of any such amendment or supplement proposed to be filed a reasonable time in advance of filing, and will not file any such amendment or supplement in a form to which you or your counsel has reasonably objected. (e) The Company will notify each of you immediately, and confirm the notice in writing, (i) of the filing or effectiveness of any amendment to the Registration Statement, (ii) of the mailing or the delivery to the Commission for filing of any supplement to the Prospectus with respect to the Purchased Securities, (iii) of the receipt of any comments from the Commission with respect to the Registration Statement, the Prospectus or any Prospectus Supplement, (iv) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus with respect to the Purchased Securities or for additional information with respect thereto, (v) of the receipt by the Company of any notification with respect to any suspension of the qualification of the Purchased Securities for offer or sale in any state or jurisdiction of the United States or the initiation or threatening of any proceeding for such purpose and (vi) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose. The Company will make every reasonable effort to prevent the issuance of any 7 8 stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible time. (f) The Company will deliver to each of you as many signed and conformed copies of the Registration Statement (as originally filed) and each amendment thereto (including exhibits filed therewith or incorporated by reference therein and documents incorporated by reference in the Prospectus) as you may reasonably request and will also deliver to you a conformed copy of the Registration Statement and each amendment thereto for each of the Underwriters. (g) The Company will endeavor, in cooperation with you, to qualify the Purchased Securities for offering and sale under the applicable securities laws of such states and other jurisdictions of the United States as you may designate, and will maintain such qualifications in effect for as long as may be required for the distribution of the Purchased Securities; provided, however, that the Company shall not be required to qualify as a foreign corporation or to take any action which would subject it to general consent to service of process in any state in which it is not now qualified or not now so subject. The Company will file such statements and reports as may be required by the laws of each jurisdiction in which the Purchased Securities have been qualified as above provided. (h) The Company, during the period when the Prospectus is required to be delivered under the 1933 Act, will file promptly all documents required to be filed with the Commission pursuant to Section 13 or 14 of the 1934 Act. (i) Between the date of this Agreement and the Closing Time, the Company will not, without your prior consent, offer or sell, or enter into any agreement to sell, any debt securities of the Company with a maturity of more than one year (other than one or more other series of debt securities to be issued under the Indenture, having a maturity or maturities different from the date of maturity of the Purchased Securities, with respect to which the Company has entered into a contract for sale on the sale day as the effective date of this agreement). SECTION 4. Conditions of Underwriters' Obligations. The obligations of the Underwriters to purchase the Purchased Securities pursuant to this Agreement are subject to the accuracy of the representations and warranties on the part of the Company herein contained, as of the date hereof and as of the Closing Time, to the accuracy of the statements of the Company's officers made in any certificate furnished pursuant to the provisions hereof, to the performance by the Company of all of its covenants and other obligations hereunder and to the following further conditions: (a) At the Closing Time (i) no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act or proceedings therefor initiated or, to the knowledge of the Company or the Underwriters, threatened by the Commission, (ii) the rating assigned by any nationally recognized statistical rating organization to any debt securities of the Company as of the date of this Agreement shall not have been lowered since that date and no such rating agency shall have publicly 8 9 announced since that date that it is placing any debt securities of the Company on what is commonly termed a "watch list" for possible downgrading and (iii) the Prospectus, together with the applicable Prospectus Supplement, shall not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading. (b) At the Closing Time you shall have received: (1) The favorable opinion, dated as of the Closing Time, of Baker & Daniels, counsel for the Company, in form and substance satisfactory to you, to the effect that: (i) The Company has been duly incorporated and is validly existing as a corporation under the laws of the State of Indiana. (ii) The Company has corporate power and authority to own, lease and operate its properties and conduct its business as described in the Registration Statement. (iii) This Agreement and the Delayed Delivery Contracts, if any, have been duly authorized, executed and delivered by the Company. (iv) The Indenture has been duly authorized, executed and delivered by the Company and constitutes the valid and binding agreement of the Company, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting the enforcement of creditors' rights in general and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and except further as enforcement thereof may be limited by (i) requirements that a claim with respect to any Purchased Securities denominated other than in U.S. dollars be converted into U.S. dollars at an exchange rate prevailing on a date determined pursuant to applicable law or (ii) governmental authority to limit, delay or prohibit the making of payments outside the United States. (v) The Purchased Securities have been duly authorized by all necessary corporate action and, when duly executed and authenticated as specified in the Indenture and delivered against payment therefor pursuant to this Agreement and any applicable Delayed Delivery Contract, will be valid and binding obligations of the Company, enforceable in accordance with their terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting the enforcement of creditors' rights in general and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and except further as enforcement thereof may be limited by (i) requirements that a claim with respect to any Purchased Securities denominated other than in U.S. dollars be converted into U.S. dollars at an exchange rate prevailing on a date determined 9 10 pursuant to applicable law or (ii) governmental authority to limit, delay or prohibit the making of payments outside the United States, and will be entitled to the benefits of the Indenture. (vi) The Indenture and the Purchased Securities conform in all material respects to the descriptions thereof contained in the Prospectus and the applicable Prospectus Supplement. (vii) The Registration Statement is effective under the 1933 Act and, to the best of their knowledge and information, no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act or proceedings therefor initiated or threatened by the Commission. (viii) The Registration Statement and the Prospectus (other than the financial statements and other financial and statistical data included or incorporated by reference therein, as to which no opinion need be rendered) comply as to form in all material respects with the requirements of the 1933 Act, the 1939 Act (other than Form T-1, as to which no opinion need be rendered) and the Regulations. (ix) Each document, if any, filed pursuant to the 1934 Act (other than the financial statements and other financial and statistical data included or incorporated by reference therein, as to which no opinion need be rendered) and incorporated by reference in the Prospectus, complied when so filed as to form in all material respects with the 1934 Act and the rules and regulations thereunder. (x) No consent, approval, authorization or order of any court or governmental authority or agency is required in connection with the issue and sale by the Company of the Purchased Securities to the Underwriters, except such as may be required under the 1933 Act, the Regulations, the 1939 Act and any state securities laws, and to the best of their knowledge and information, the execution and delivery of this Agreement, the Delayed Delivery Contracts, if any, and the Indenture. Such counsel shall also state that although such counsel does not assume responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement or the Prospectus (except as and to the extent described in paragraph (vi) above), nothing has come to their attention that would lead them to believe that the Registration Statement (other than the financial statements and other financial and statistical data included or incorporated by reference therein, as to which no view need be rendered), as of the time it became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus, as amended or supplemented at the Closing Time (other than the financial statements and other financial and statistical data included or incorporated by reference therein and the Form T-1, as to which no view need be rendered), contains an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. 10 11 (2) The favorable opinion, dated as of the Closing Time, of the General Counsel or an Assistant General Counsel of the Company, in form and substance satisfactory to you, to the effect that: (i) The Company is duly qualified as a foreign corporation and is in good standing in the State of Michigan and in each other jurisdiction wherein the character of the property owned or held under lease by it makes such qualification necessary, except in such jurisdictions where the failure so to qualify or to be in good standing will not subject the Company to any liability material to the condition, financial or otherwise, of the Company and its subsidiaries considered as one enterprise. (ii) Each of HVS and LVS is a subsidiary of the Company, has been duly formed or incorporated, as the case may be, and is validly existing and in good standing under the laws of the State of Delaware and is duly qualified and is in good standing as a foreign limited liability company or corporation, as the case may be, in each jurisdiction wherein the character of the property owned or held under lease by it makes such qualification necessary, except in such jurisdictions where the failure so to qualify or to be in good standing will not subject the Company to any liability material to the condition, financial or otherwise, of the Company and its subsidiaries considered as one enterprise; the outstanding Common Shares of HVS and the outstanding Common Stock of LVS are validly issued, fully paid and nonassessable and are owned by the Company free and clear of any Liens. (iii) The execution and delivery of this Agreement, the Delayed Delivery Contracts, if any, and the Indenture and the consummation of the transactions contemplated herein will not conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which the Company or any of its subsidiaries is a party or, to the best of his or her knowledge, by which it or any of them may be bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, nor will such action result in any violation of the provisions of the Restated Articles of Incorporation, as amended, or Bylaws of the Company or any law, administrative regulation or administrative or court decree applicable to the Company. (iv) There is no litigation or governmental proceeding pending or, to the best of his or her knowledge, threatened against the Company or any of its subsidiaries which would affect the subject matter of this Agreement and the Delayed Delivery Contracts, if any, or which is required to be disclosed in the Prospectus which is not adequately disclosed therein; and except as may be disclosed in the Prospectus, there is no such litigation or governmental proceeding which would have a material adverse effect on the financial position or consolidated financial statements of the Company and its subsidiaries as a whole. 11 12 (v) To the best of his or her knowledge, there are no contracts which are required to be filed as exhibits to the Registration Statement which are not so filed or which are required to be disclosed in the Prospectus which are not adequately disclosed therein. (vi) The Indenture is qualified under the 1939 Act. (3) The favorable opinion or opinions, dated as of the Closing Time, of __________________, counsel for the Underwriters, with respect to the incorporation of the Company, the validity of the Purchased Securities delivered at the Closing Time, the Registration Statement, the Prospectus and such other related matters as the Representatives may require. (c) At the Closing Time there shall not have been, since the date of this Agreement, any material adverse change in the condition, financial or otherwise, of the Company and its subsidiaries considered as one enterprise, or any development involving a prospective material adverse change in or affecting particularly the financial condition of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, and you shall have received a certificate of the Chief Executive Officer or a Vice President of the Company, dated as of the Closing Time, to the effect that there has been no such material adverse change or prospective change and to the effect that the representations and warranties of the Company contained in Section 1 are true and correct as of the Closing Time. (d) You shall have received from Deloitte & Touche LLP a letter, addressed to you and dated as of the Closing Time and delivered at such time, in form satisfactory to you and concerning such matters as you shall reasonably request. (e) At the Closing Time counsel for the Underwriters shall have been furnished with such documents and opinions as they may reasonably require for the purpose of enabling them to pass upon the issuance and sale of the Purchased Securities as herein contemplated and related proceedings or in order to evidence the accuracy and completeness of any of the representations and warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the Company in connection with the issuance and sale of the Purchased Securities as herein contemplated shall be satisfactory in form and substance to you and counsel for the Underwriters. If any condition specified in this Section shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by you by notice to the Company at any time at or prior to the Closing Time, and such termination shall be without liability of any party to any other party except as provided in Section 5. SECTION 5. Payment of Expenses. The Company will pay all expenses incident to the performance of its obligations under this Agreement, including (i) the printing and filing of the Registration Statement and all amendments thereto, (ii) the preparation, issuance and delivery of the Purchased Securities to the Underwriters, (iii) the fees and 12 13 disbursements of the Company's counsel and accountants, the Trustee under the Indenture and the Trustee's counsel, (iv) the qualification of the Purchased Securities under securities laws in accordance with the provisions of Section 3(g), including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of any Blue Sky Survey and Legal Investment Survey, (v) the printing and delivery to the Underwriters in quantities as hereinabove stated of copies of the Registration Statement and all amendments thereto, and of the Prospectus, (vi) the printing and delivery to the Underwriters of copies of the Indenture and any Blue Sky Survey and Legal Investment Survey, (vii) the fees of rating agencies and (viii) the fees and expenses, if any, incurred in connection with the listing of the Purchased Securities on the New York Stock Exchange, if any. If this Agreement is terminated by you in accordance with the provisions of Section 4 or Section 9(i), the Company shall reimburse the Underwriters for all of their out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Underwriters, reasonably incurred in connection with the subject matter of this Agreement. The Company shall not in any event be liable to any of the Underwriters for loss of anticipated profits from the transactions contemplated by this Agreement. SECTION 6. Indemnification. (a) The Company agrees to indemnify and hold harmless each Underwriter and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained in the Prospectus or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, unless such untrue statement or omission or such alleged untrue statement or omission was made (i) in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly for use in the Registration Statement or the Prospectus or (ii) in that part of the Registration Statement which constitutes the Form T-1; (ii) against any and all loss, liability, claim, damage and expense whatsoever to the extent of the aggregate amount paid in settlement of any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, if such settlement is effected with the written consent of the Company; and (iii) subject to subparagraph (c), against any and all expense whatsoever as and when incurred (including the fees and disbursements of counsel chosen by you) reasonably incurred in investigating, preparing or defending against any litigation, or 13 14 investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above. This indemnity is subject to the condition that, insofar as it relates to any untrue statement or omission, or any alleged untrue statement or omission, made in the Prospectus, it shall not inure to the benefit of any Underwriter from whom the person asserting the claim purchased the Purchased Securities (or to the benefit of any person who controls such Underwriter) if a copy of the Prospectus (excluding documents incorporated by reference therein), as amended or supplemented prior to the written confirmation mentioned below, was not delivered to such person at or prior to the written confirmation of the sale of such Purchased Securities and the untrue statement or omission or alleged untrue statement or omission was corrected in the Prospectus as supplemented or amended at the time of such confirmation. Insofar as this indemnity may permit indemnification for liabilities under the 1933 Act of any person who is a partner of an Underwriter or who controls an Underwriter within the meaning of Section 15 of the 1933 Act and who, at the date of this Agreement, is a director, officer or controlling person of the Company, such indemnity agreement is subject to the undertaking of the Company in the Registration Statement. (b) Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement or the Prospectus in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use in the Registration Statement or the Prospectus. (c) In case any proceeding (including any governmental investigation or proceeding) shall be instituted involving any person in respect of which indemnity may be sought pursuant to either of the two preceding subsections (a) and (b), such person (the "indemnified party") shall promptly notify the person against whom such indemnity may be sought (the "indemnifying party") in writing but failure to so notify an indemnifying party shall not relieve it from any liability which it may have otherwise than on account of subsections (a) and (b) above. The indemnifying party shall have the right to retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the fees and disbursements as incurred of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any 14 15 impleaded parties) include both the indemnifying party and the indemnified party and the indemnified party shall have reasonably concluded that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the indemnifying party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm (in addition to local counsel) for all such indemnified parties and that all such fees and expenses shall be reimbursed periodically on a reasonable basis as agreed by the parties. Such separate firm shall be designated in writing by you in the case of parties indemnified pursuant to subsection (a) of this Section and by the Company in the case of parties indemnified pursuant to subsection (b) of this Section. No indemnifying party shall, without the prior written consent of the indemnified party (which consent shall not be unreasonably withheld), settle any pending or threatened proceeding in respect of which indemnification could have been sought hereunder by such indemnified party (whether or not the indemnified party is an actual party to such claim or action) unless such settlement includes an unconditional release of such indemnified party from all liability on the claims that are the subject matter of such action. SECTION 7. Contribution. In order to provide for just and equitable contribution in circumstances in which the indemnity agreement provided for in Section 6 is for any reason held to be unenforceable by the indemnified parties although applicable in accordance with its terms, the Company and the Underwriters of the Purchased Securities shall contribute to the aggregate losses, liabilities, claims, damages and expenses of the nature contemplated by said indemnity agreement incurred by the Company and one or more of such Underwriters in respect of such offering in such proportions as will reflect the relative benefits from the offering of such Purchased Securities received by the Company on the one hand and by such Underwriters on the other hand, provided that if the Purchased Securities are offered by the Underwriters at an initial public offering price set forth in a Prospectus Supplement, the relative benefits shall be deemed to be such that the Underwriters shall be responsible for that portion of the aggregate losses, liabilities, claims, damages and expenses represented by the percentage that the underwriting discount appearing in such Prospectus Supplement bears to the initial public offering price appearing therein and the Company shall be responsible for the balance; provided, however, that no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section, each person, if any, who controls an Underwriter within the meaning of Section 15 of the 1933 Act shall have the same rights to contribution as such Underwriter, and each director of the Company, each officer of the Company who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act shall have the same rights to contribution as the Company. SECTION 8. Representations and Warranties to Survive Delivery. All representations and warranties contained in this Agreement, or contained in certificates of officers of the Company submitted pursuant hereto, shall remain operative and in full force and effect, regardless of any termination of this Agreement, or any investigation made by 15 16 or on behalf of any Underwriter or controlling person, or by or on behalf of the Company, and shall survive delivery of any Purchased Securities to the Underwriters. SECTION 9. Termination. You may terminate this Agreement, immediately upon notice to the Company, at any time at or prior to the Closing Time (i) if there has been, since the date of this Agreement, any material adverse change in the condition, financial or otherwise, of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis that, in your reasonable judgment, is material and adverse, which makes it impracticable to market the Purchased Securities or enforce contracts for the sale of the Purchased Securities, or (iii) if trading in the Common Stock of the Company has been suspended by the Commission or a national securities exchange, or if trading generally on either the New York Stock Exchange or the Nasdaq National Market has been suspended, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by either of said exchanges or by order of the Commission or any other governmental authority, or if a banking moratorium has been declared by either Federal or New York authorities. In the event of any such termination, the provisions of Section 5, the indemnity agreement set forth in Section 6, the contribution provisions set forth in Section 7, and the provisions of Section 8 and 13 shall remain in effect. SECTION 10. Default. If one or more of the Underwriters participating in an offering of the Purchased Securities shall fail at the Closing Time to purchase the Purchased Securities which it or they are obligated to purchase hereunder (the "Defaulted Securities"), then you shall have the right, within 24 hours thereafter, to make arrangements satisfactory to the Company for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth. If, however, during such 24 hours you shall not have completed such arrangements for the purchase of all of the Defaulted Securities, then this Agreement may be terminated by the Company, upon notice to you within a further period of 24 hours. If in such case the Company shall not elect to terminate this Agreement, it shall have the right, irrespective of such default: (a) to require the non-defaulting Underwriters named in this Agreement to purchase the respective principal amounts of Purchased Securities that they had severally agreed to purchase hereunder and, in addition, the Defaulted Securities up to a principal amount thereof equal to one-ninth (1/9) of the respective principal amounts of Purchased Securities that such non-defaulting Underwriters have otherwise agreed to purchase hereunder, and/or (b) to procure one or more others to purchase, upon the terms herein set forth, the Defaulted Securities, or that portion thereof that the remaining Underwriters shall not be obligated to purchase pursuant to the foregoing clause (a). No action taken pursuant to this Section shall relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. In the event that the Company shall be entitled to but shall not elect to exercise its rights under clause 16 17 (a) and/or (b), the Company shall be deemed to have elected to terminate this Agreement. In the event of a default by any Underwriter or Underwriters as set forth in this Section, if the Company does not elect to terminate this Agreement, either you or the Company shall have the right to postpone the Closing Time for a period of time not exceeding seven days in order that any required changes in the Registration Statement or Prospectus or in any other documents or arrangements may be effected. SECTION 11. Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted by any standard form of telecommunication. Notices to the Underwriters shall be directed to you at your address set forth in Schedule A hereto; notices to the Company shall be directed to it at 2135 West Maple Road, Troy, Michigan, 48084-7186, attention of the Secretary with a copy to the Treasurer. SECTION 12. Parties. This Agreement shall inure to the benefit of and be binding upon you and the Company, and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the parties hereto and their respective successors and the controlling persons and officers and directors referred to in Sections 6 and 7 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the parties and their respective successors and said controlling persons and officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Purchased Securities from any Underwriter shall be deemed to be a successor by reason merely of such purchase. SECTION 13. Governing Law. This Agreement shall be governed by the laws of the State of New York. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this instrument along with all counterparts will become a binding agreement between you and us in accordance with its terms. Very truly yours, ARVINMERITOR, INC. By:______________________ Frank A. Voltolina Vice President and Treasurer 17 18 CONFIRMED AND ACCEPTED, as of the date first above written: THE UNDERWRITERS NAMED IN SCHEDULE B HERETO By: _________________________ By: _________________________ [Name] [Title] 18 19 SCHEDULE A TERMS AGREEMENT Underwriting Agreement dated _______ __, 200_ Representative(s): Title of Securities: ___% Notes Due _____ Amount of Securities: $____________ Price to Public: _____% and accrued interest, if any, from ________ Purchase Price: _____% and accrued interest, if any, from ________ Delayed Delivery - Fee: Minimum principal amount of each Contract: Maximum aggregate principal amount of all Contracts: Closing - Office for delivery of Securities: Office for payment for Securities: Date and time of Closing: Office for checking Securities: Underwriting commissions or other compensation: Addresses for notices per Section 11: 19 20 SCHEDULE B Underwriting Agreement dated ___________, 200_ Underwriter Principal Amount of Notes - ----------- ------------------------- Total $ ============ 20 21 EXHIBIT I ARVINMERITOR, INC. (an Indiana corporation) [Title of Security] DELAYED DELIVERY CONTRACT [Date] ARVINMERITOR, INC. 2135 West Maple Road Troy, Michigan 48084-7186 Ladies and Gentlemen: The undersigned hereby agrees to purchase from ArvinMeritor, Inc., an Indiana corporation (the "Company"), and the Company agrees to sell to the undersigned on _________________, ____ (the "Delivery Date"), _____________ principal amount of the Company's _______________________ (the "Securities"), offered by the Company's Prospectus dated ___________, ____, as supplemented by its Prospectus Supplement dated __________________, ____, receipt of which is hereby acknowledged, at a purchase price of ___% of the principal amount thereof, plus accrued interest from _________________, ____, to the Delivery Date, and on the further terms and conditions set forth in this contract. Payment for the Securities which the undersigned has agreed to purchase on the Delivery Date shall be made to the Company on the Delivery Date by wire transfer of immediately available funds to an account designated by the Company, upon delivery to the undersigned, at the office of [name and address] or at such other place as the undersigned and the Company shall agree, of the Securities to be purchased by the undersigned in definitive form and in such authorized denominations and registered in such names as the undersigned may designate by written or telegraphic communication addressed to the Company not less than two full business days prior to the Delivery Date. The obligation of the undersigned to take delivery of and make payment for Securities on the Delivery Date shall be subject only to the conditions that (1) the purchase of Securities to be made by the undersigned shall not on the Delivery Date be prohibited under the laws of the jurisdiction to which the undersigned is subject and (2) the Company, on or before _______________, ____, shall have sold to the Underwriters of the Securities (the "Underwriters") such principal amount of the Securities as is to be sold to them pursuant to the Underwriting Agreement dated ______________, ____, between the Company and the Underwriters less the principal amount thereof covered by this and other similar contracts. The obligation of the undersigned to take delivery of and make payment for Securities shall not be affected by the failure of any purchaser to take delivery of and 21 22 make payment for Securities pursuant to other contracts similar to this contract. The undersigned represents and warrants to you that its investment in the Securities is not, as of the date hereof, prohibited under the laws of any jurisdiction to which the undersigned is subject and which govern such investment. Promptly after completion of the sale to the Underwriters, the Company will mail or deliver to the undersigned at its address set forth below notice to such effect, accompanied by a copy of the opinion of counsel for the Company delivered to the Underwriters in connection therewith. By the execution hereof, the undersigned represents and warrants to the Company that all necessary corporate action for the due execution and delivery of this contract and the payment for and purchase of the Securities has been taken by it and no further authorization or approval of any governmental or other regulatory authority is required for such execution, delivery, payment or purchase, and that, upon acceptance hereof by the Company and mailing or delivery of a copy as provided below, this contract will constitute a valid and binding agreement of the undersigned in accordance with its terms. This contract will inure to the benefit of and be binding upon the parties hereto and their respective successors, but will not be assignable by either party hereto without the written consent of the other. It is understood that the Company will not accept Delayed Delivery Contracts for an aggregate principal amount of Securities in excess of $_____________ and that the acceptance of any Delayed Delivery Contract is in the Company's sole discretion and, without limiting the foregoing, need not be on a first-come, first-served basis. If this contract is acceptable to the Company, it is requested that the Company sign the form of acceptance on a copy hereof and mail or deliver a signed copy hereof to the undersigned at the address set forth below. This will become a binding contract between the Company and the undersigned when such copy is so mailed or delivered. This Agreement shall be governed by the laws of the State of New York. Yours very truly, ------------------------- (Name of Purchaser) By:______________________ (Title) ------------------------- ------------------------- (Address) 22 23 Accepted as of the date first above written: ARVINMERITOR, INC. By:_________________________ PURCHASER - PLEASE COMPLETE AT TIME OF SIGNING The name and telephone number of the representative of the Purchaser with whom details of delivery on the Delivery Date may be discussed is as follows: (Please print.) Telephone No. Name (including Area Code) - ---- --------------------- 23 EX-5 3 y47627aex5.txt OPINION OF BAKER & DANIELS 1 Exhibit 5 BAKER & DANIELS 300 North Meridian Street, Suite 2700 Indianapolis, Indiana 46204 (317) 237-0300 (317) 237-1000 (fax) April 11, 2001 ArvinMeritor, Inc. 2135 West Maple Road Troy, Michigan 48084-7186 Ladies and Gentlemen: We have acted as counsel for ArvinMeritor, Inc, an Indiana corporation (the "Company"), in connection with the proposed issuance and sale of up to $750,000,000 (or its equivalent (based on the applicable exchange rate at the time of sale) in one or more foreign currencies or currency units) aggregate principal amount of debt securities of the Company (the "Debt Securities"). In connection therewith, we have examined the following documents: (a) the Registration Statement on Form S-3 (the "Registration Statement") to be filed by the Company under the Securities Act of 1933, as amended (the "Act"), relating to the Debt Securities; and (b) the Indenture between the Company as successor to Meritor Automotive, Inc., and The Chase Manhattan Bank ("Chase Manhattan"), as Trustee, dated as of April 1, 1998, as supplemented by the First Supplemental Indenture dated as of July 7, 2000 between the Company and Chase Manhattan, pursuant to which the Debt Securities are to be issued (the "Indenture"). We have also examined such corporate records and documents of the Company, and have reviewed and considered such questions of law and fact, as we deemed necessary or appropriate as a basis for the opinions expressed herein. In our examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies and the authenticity of the originals of such copies. As to facts relevant to the opinions expressed herein, we have relied upon certificates, statements or representations of officers of the Company, public officials and others, without any independent verification thereof. Based upon and subject to the foregoing, we are of the opinion that: 1. The Company is validly existing as a corporation under the laws of the State of Indiana. 2 ArvinMeritor, Inc. -2- April 11, 2001 2. When (i) the Registration Statement has become effective under the Act, and (ii) the Debt Securities have been duly authorized, executed and authenticated as provided in the Indenture and delivered against payment therefor, the Debt Securities will be legally and validly issued and will constitute the valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as enforcement thereof may be limited by (a) bankruptcy, insolvency, fraudulent conveyance or transfer, reorganization, rearrangement, receivership, moratorium or other laws and matters of public policy now or hereafter in effect relating to or affecting creditors' rights generally, (b) general equity principles, (c) requirements that a claim with respect to any Debt Securities denominated other than in U.S. dollars (or a foreign currency or composite currency judgment in respect of such claim) be converted into U.S. dollars at a rate of exchange prevailing on a date determined pursuant to applicable law, (d) governmental authority to limit, delay or prohibit the making of payments outside the United States, and (e) the enforceability of forum selection clauses in the federal courts. To the extent that the obligations of the Company under such Debt Securities may be dependent upon such matters, we assume for purposes of this opinion that Chase Manhattan is a New York banking corporation at all times duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation with full power and authority to enter into and perform its obligations under the Indenture, and that the Indenture will have been, before the issuance and sale of such Debt Securities, duly authorized, executed and delivered by Chase Manhattan and will, at such time, constitute the valid and legally binding obligation of Chase Manhattan, enforceable against Chase Manhattan in accordance with its terms. We consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to us under the heading "Legal Matters" in the Prospectus included in the Registration Statement. In giving such consent, we do not admit that we come within the category of persons whose consent is required under Section 7 of the Act, or the rules or regulations of the Securities and Exchange Commission thereunder. Yours very truly, /s/ Baker & Daniels -------------------- EX-12 4 y47627aex12.txt COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES 1 EXHIBIT 12
Quarter Fiscal Year Ended September 30, Ended ------------------------------- December 31, Earnings Available for Fixed Charges: 1996 1997 1998 1999 2000 2000 ----- ----- ----- ----- ----- ----- (1) (1) (2) Pre-tax income from continuing operations $ 193 $ 197 $ 256 $ 333 $ 369 $ (12) Adjustments: Undistributed income of affiliates (10) (10) (1) (7) -- (2) ----- ----- ----- ----- ----- ----- 183 187 255 326 369 (14) Add fixed charges included in earnings: Interest expense 10 10 43 65 92 37 Interest element of rentals 7 7 8 8 9 2 Amortization of debt issuance costs -- -- -- 1 1 -- ----- ----- ----- ----- ----- ----- Total 17 17 51 74 102 39 ----- ----- ----- ----- ----- ----- Total earnings available for fixed charges: $ 200 $ 204 $ 306 $ 400 $ 471 $ 25 ----- ----- ----- ----- ----- ----- Fixed Charges: Fixed charges included in earnings $ 17 $ 17 $ 51 $ 74 $ 102 $ 39 Capitalized interest -- -- -- -- 1 -- ----- ----- ----- ----- ----- ----- Total fixed charges $ 17 $ 17 $ 51 $ 74 $ 103 $ 39 ----- ----- ----- ----- ----- ----- Ratio of Earnings to Fixed Charges(3) 11.8 12.0 6.0 5.4 4.6 -- ===== ===== ===== ===== ===== =====
1 = On September 30, 1997, Rockwell International Corporation transferred its automotive businesses to Meritor and distributed all of the issued and outstanding shares of Meritor's common stock to Rockwell shareowners. The financial information presented for periods prior to September 30, 1997 has been prepared based on the combined historical financial position, results of operations and cash flows of the ongoing automotive businesses of Rockwell prior to the distribution and is not necessarily indicative of what the financial position, results of operations or cash flows would have been had Meritor been an independent public company during the periods presented. 2 = As a result of a loss in the first quarter of fiscal 2001, earnings were not sufficient to cover fixed charges by $14 million. 3 = "Earnings" are defined as pre-tax income from continuing operations, adjusted for undistributed earnings of less than majority owned subsidiaries and fixed charges excluding capitalized interest. "Fixed charges" are defined as interest on borrowings (whether expensed or capitalized), the portion of rental expense applicable to interest, and amortization of debt issuance costs. EX-23.A 5 y47627aex23-a.txt CONSENT OF DELOITTE & TOUCHE LLP 1 EXHIBIT 23a INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of ArvinMeritor, Inc. on Form S-3 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 and to the reference to us under the heading "Experts" in the Prospectus, which is a part of this Registration Statement. DELOITTE & TOUCHE LLP Detroit, Michigan April 11, 2001 EX-23.C 6 y47627aex23-c.txt CONSENT OF VERNON G. BAKER II, ESQ. 1 EXHIBIT 23c CONSENT OF COUNSEL I hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of the references to me under the headings "Item 1. Business - Environmental Matters" and "Item 3. Legal Proceedings" in the Annual Report on Form 10-K of ArvinMeritor, Inc. for the fiscal year ended September 30, 2000. /s/ Vernon G. Baker, II --------------------------- Vernon G. Baker, II Date: April 11, 2001 EX-23.D 7 y47627aex23-d.txt CONSENT OF M. LEE MURRAH, ESQ. 1 EXHIBIT 23d CONSENT OF COUNSEL I hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of the references to me under the heading "Item 3. Legal Proceedings" in the Annual Report on Form 10-K of ArvinMeritor, Inc. for the fiscal year ended September 30, 2000, and under the heading "Item 1. Legal Proceedings" in the Quarterly Report on Form 10-Q of ArvinMeritor, Inc. for the quarterly period ended December 31, 2000. /s/ M. Lee Murrah ----------------------- M. Lee Murrah Date: April 11, 2001 EX-24 8 y47627aex24.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, FRANK A. VOLTOLINA 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, the Registration Statement on Form S-3 (or such other form as the officers of the Company deem appropriate) and any amendments and supplements thereto, to be filed by the Company with the Securities and Exchange Commission for the purpose of registering $750,000,000 of debt securities pursuant to the Securities Act of 1933, as amended, and qualifying the related indenture, as supplemented, under the Trust Indenture Act of 1939, as amended.
Signature Title Date --------- ----- ---- /s/ Larry D. Yost Chairman of the Board and April 11, 2001 - -------------------------- Chief Executive Officer Larry D. Yost (principal executive officer) and Director /s/ V. William Hunt Vice Chairman and President April 11, 2001 - -------------------------- and Director V. William Hunt /s/ Joseph B. Anderson, Jr. Director April 11, 2001 - -------------------------- Joseph B. Anderson, Jr. /s/ Steven C. Beering Director April 11, 2001 - -------------------------- Steven C. Beering /s/ Rhonda L. Brooks Director April 11, 2001 - -------------------------- Rhonda L. Brooks /s/ Joseph P. Flannery Director April 11, 2001 - -------------------------- Joseph P. Flannery /s/ William D. George, Jr. Director April 11, 2001 - -------------------------- William D. George, Jr. /s/ Richard W. Hanselman Director April 11, 2001 - -------------------------- Richard W. Hanselman
2
/s/ Charles H. Harff Director April 11, 2001 - -------------------------- Charles H. Harff /s/ Victoria B. Jackson Director April 11, 2001 - -------------------------- Victoria B. Jackson /s/ James E. Marley Director April 11, 2001 - -------------------------- James E. Marley /s/ James E. Perrella Director April 11, 2001 - -------------------------- James E. Perrella /s/ Harold A. Poling Director April 11, 2001 - -------------------------- Harold A. Poling /s/ Martin D. Walker Director April 11, 2001 - -------------------------- Martin D. Walker /s/ Thomas A. Madden Senior Vice President, Finance, April 11, 2001 - -------------------------- and Chief Financial Officer Thomas A. Madden (principal financial officer) /s/ William M. Lowe Vice President and Controller April 11, 2001 - -------------------------- (principal accounting officer) William M. Lowe
EX-25 9 y47627aex25.txt FORM T-1 1 ------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 ------------------------- FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ------------------------------------------- CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________ ---------------------------------------- THE CHASE MANHATTAN BANK (Exact name of trustee as specified in its charter) NEW YORK 13-4994650 (State of incorporation (I.R.S. employer if not a national bank) identification No.) 270 PARK AVENUE NEW YORK, NEW YORK 10017 (Address of principal executive offices) (Zip Code) William H. McDavid General Counsel 270 Park Avenue New York, New York 10017 Tel: (212) 270-2611 (Name, address and telephone number of agent for service) --------------------------------------------- ARVINMERITOR, INC. (Exact name of obligor as specified in its charter) INDIANA 33-3354643 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification No.) 2135 WEST MAPLE ROAD TROY, MICHIGAN 48084 (Address of principal executive offices) (Zip Code) - -------------------------------------------------------------------------------- DEBT SECURITIES (Title of the indenture securities) - -------------------------------------------------------------------------------- 2 GENERAL Item 1. General Information. Furnish the following information as to the trustee: (a) Name and address of each examining or supervising authority to which it is subject. New York State Banking Department, State House, Albany, New York 12110. Board of Governors of the Federal Reserve System, Washington, D.C., 20551 Federal Reserve Bank of New York, District No. 2, 33 Liberty Street, New York, N.Y. Federal Deposit Insurance Corporation, Washington, D.C., 20429. (b) Whether it is authorized to exercise corporate trust powers. Yes. Item 2. Affiliations with the Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation. None. -2- 3 Item 16. List of Exhibits List below all exhibits filed as a part of this Statement of Eligibility. 1. A copy of the Articles of Association of the Trustee as now in effect, including the Organization Certificate and the Certificates of Amendment dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982, February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1 filed in connection with Registration Statement No. 333-06249, which is incorporated by reference). 2. A copy of the Certificate of Authority of the Trustee to Commence Business (see Exhibit 2 to Form T-1 filed in connection with Registration Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in connection with the merger of Chemical Bank and The Chase Manhattan Bank (National Association), Chemical Bank, the surviving corporation, was renamed The Chase Manhattan Bank). 3. None, authorization to exercise corporate trust powers being contained in the documents identified above as Exhibits 1 and 2. 4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to Form T-1 filed in connection with Registration Statement No. 333-76439, which is incorporated by reference). 5. Not applicable. 6. The consent of the Trustee required by Section 321(b) of the Act (see Exhibit 6 to Form T-1 filed in connection with Registration Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in connection with the merger of Chemical Bank and The Chase Manhattan Bank (National Association), Chemical Bank, the surviving corporation, was renamed The Chase Manhattan Bank). 7. A copy of the latest report of condition of the Trustee, published pursuant to law or the requirements of its supervising or examining authority. 8. Not applicable. 9. Not applicable. SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939 the Trustee, The Chase Manhattan Bank, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York and State of New York, on the 11th day of April, 2001. THE CHASE MANHATTAN BANK By /s/ Robert S. Peschler --------------------------------------- Robert S. Peschler, Assistant Vice President -3- 4 Exhibit 7 to Form T-1 Bank Call Notice RESERVE DISTRICT NO. 2 CONSOLIDATED REPORT OF CONDITION OF The Chase Manhattan Bank of 270 Park Avenue, New York, New York 10017 and Foreign and Domestic Subsidiaries, a member of the Federal Reserve System, at the close of business December 31, 2000, in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.
DOLLAR AMOUNTS ASSETS IN MILLIONS Cash and balances due from depository institutions: Noninterest-bearing balances and currency and coin....................................................................$ 22,648 Interest-bearing balances...............................................................6,608 Securities: Held to maturity securities.....................................................................556 Available for sale securities................................................................66,556 Federal funds sold and securities purchased under agreements to resell...................................................................35,508 Loans and lease financing receivables: Loans and leases, net of unearned income $158,034 Less: Allowance for loan and lease losses 2,399 Less: Allocated transfer risk reserve 0 -------- Loans and leases, net of unearned income, allowance, and reserve................................................................155,635 Trading Assets...............................................................................59,802 Premises and fixed assets (including capitalized leases).................................................................................4,398 Other real estate owned..........................................................................20 Investments in unconsolidated subsidiaries and associated companies......................................................................338 Customers' liability to this bank on acceptances outstanding...............................................................................367 Intangible assets.............................................................................4,794 Other assets.................................................................................19,886 --------- TOTAL ASSETS $377,116 =========
- 4 - 5
LIABILITIES Deposits In domestic offices .................................................................$132,165 Noninterest-bearing ...........................$ 54,608 Interest-bearing ............................... 77,557 In foreign offices, Edge and Agreement subsidiaries and IBF's ...............................................................106,670 Noninterest-bearing .................................$ 6,059 Interest-bearing ...............................100,611 Federal funds purchased and securities sold under agreements to repurchase............................................................................... 45,967 Demand notes issued to the U.S. Treasury ................................................... 500 Trading liabilities ........................................................................ 41,384 Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases): With a remaining maturity of one year or less ........................................ 6,722 With a remaining maturity of more than one year through three years ........................................................... 0 With a remaining maturity of more than three years ................................... 276 Bank's liability on acceptances executed and outstanding ................................... 367 Subordinated notes and debentures .......................................................... 6,349 Other liabilities .......................................................................... 14,515 TOTAL LIABILITIES ..........................................................................354,915
EQUITY CAPITAL Perpetual preferred stock and related surplus .............................................. 0 Common stock ............................................................................... 1,211 Surplus (exclude all surplus related to preferred stock) .................................. 12,614 Undivided profits and capital reserves ..................................................... 8,658 Net unrealized holding gains (losses) on available-for-sale securities ........................................................... (298) Accumulated net gains (losses) on cash flow hedges ......................................... 0 Cumulative foreign currency translation adjustments ........................................ 16 TOTAL EQUITY CAPITAL ....................................................................... 22,201 ------- TOTAL LIABILITIES AND EQUITY CAPITAL ......................................................$377,116 ========
I, Joseph L. Sclafani, E.V.P. & Controller of the above-named bank, do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief. JOSEPH L. SCLAFANI We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct. DOUGLAS A. WARNER III ) WILLIAM B. HARRISON JR. )DIRECTORS ELLEN V. FUTTER ) -5- -----END PRIVACY-ENHANCED MESSAGE-----