-----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, OptjkSYzv5XfVUzvTC8Fkc6EmTuDbnBSGFSjjiqJI1o1cTfGtkpHvl3LGYl3HIH3 7sYJoAPM5RRczq/LCl4PtQ== 0000950123-01-503977.txt : 20010702 0000950123-01-503977.hdr.sgml : 20010702 ACCESSION NUMBER: 0000950123-01-503977 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20001231 FILED AS OF DATE: 20010629 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: 11-K SEC ACT: SEC FILE NUMBER: 001-15983 FILM NUMBER: 1670898 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 11-K 1 y50913e11-k.txt FORM 11-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000 COMMISSION FILE NO. 1-15983 ARVIN INDUSTRIES, INC. EMPLOYEE SAVINGS PLAN (Full title of the plan) ARVINMERITOR, INC. 2135 WEST MAPLE ROAD TROY, MICHIGAN 48084 (Name of issuer of the securities held pursuant to the plan and the address of its principal executive office) 2 Table of Contents Page Independent Auditors' Report 1 Financial Statements (Modified Cash Basis): Statements of Assets Available for Benefits as of December 31, 2000 and 1999 2 Statement of Changes in Assets Available For Benefits for the year ended December 31, 2000 3 Notes to Financial Statements 4-7 SUPPLEMENTAL SCHEDULES* * As the Plan is a member of the Arvin Savings Trust ("Master Trust"), the schedules of investments held at December 31, 2000 and of reportable transactions for the year ended December 31, 2000 of the Master Trust have been certified by the Master Trustee and have been separately filed with the Department of Labor. Other Supplemental Schedules not filed herewith are omitted because of the absence of the conditions under which they are required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. Signatures 8 Exhibit: Independent Auditors' Consent 9 3 INDEPENDENT AUDITORS' REPORT To the Arvin Industries, Inc. Employee Savings Plan and Participants: We have audited the accompanying statements of assets available for benefits (modified cash basis) of the Arvin Industries, Inc. Employee Savings Plan as of December 31, 2000 and 1999, and the related statement of changes in assets available for benefits (modified cash basis) for the year ended December 31, 2000. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. As described in Note 2 to the financial statements, these financial statements were prepared on a modified cash basis of accounting, which is a comprehensive basis of accounting other than accounting principles generally accepted in the United States of America. In our opinion, such financial statements present fairly, in all material respects, the assets available for benefits of the Arvin Industries, Inc. Employee Savings Plan as of December 31, 2000 and 1999, and the changes in assets available for benefits for the year ended December 31, 2000 on the basis of accounting described in Note 2. /s/ DELOITTE & TOUCHE LLP Detroit, Michigan June 27, 2001 4 ARVIN INDUSTRIES, INC. EMPLOYEE SAVINGS PLAN STATEMENTS OF ASSETS AVAILABLE FOR BENEFITS (MODIFIED CASH BASIS) AS OF DECEMBER 31, 2000 AND 1999 - --------------------------------------------------------------------------------
2000 1999 Investments, at fair value, held in Arvin Savings Trust $ 9,547,954 $ 8,041,590 ------------ ----------- ASSETS AVAILABLE FOR BENEFITS $ 9,547,954 $ 8,041,590 ============ ===========
See accompanying notes to financial statements. -2- 5 ARVIN INDUSTRIES, INC. EMPLOYEE SAVINGS PLAN STATEMENT OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS (MODIFIED CASH BASIS) YEAR ENDED DECEMBER 31, 2000 - --------------------------------------------------------------------------------
2000 ADDITIONS: Contributions: Employer $ 273,534 Employee 2,046,885 Transfer of net assets (Note 1) 648,896 ------------ Total additions 2,969,315 DEDUCTIONS: Plan interest in Arvin Savings Trust investment loss 614,250 Distributions to participants 824,600 Administrative expenses 24,101 ------------ Total deductions 1,462,951 Net increase in assets available for benefits 1,506,364 ASSETS AVAILABLE FOR BENEFITS: Beginning of year 8,041,590 ------------ End of year $ 9,547,954 ============
See accompanying notes to financial statements. -3- 6 ARVIN INDUSTRIES, INC. EMPLOYEE SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS (MODIFIED CASH BASIS) YEAR ENDED DECEMBER 31, 2000 - -------------------------------------------------------------------------------- 1. DESCRIPTION OF THE PLAN The following description of the Arvin Industries, Inc. Employee Savings Plan (the "Plan") provides only general information. Participants should refer to the Plan document for a more complete description of the Plan's provisions. On July 7, 2000, Arvin Industries, Inc. merged with Meritor Automotive, Inc. to become ArvinMeritor, Inc. ("ArvinMeritor" or the "Company"). The new company, ArvinMeritor, is now the Plan sponsor and administrator. GENERAL - The Plan is a defined contribution plan, which began January 1, 1991. Eligible employees of ArvinMeritor are hourly employees of the Maremont Exhaust, Gabriel Ride Control, Roll Coater Inc. and AVM divisions of Maremont Corporation, bargaining unit employees of the Company who have elected to participate in the "Choice Benefits Plan for Employees of ArvinMeritor", and hourly employees of the Arvin-Kayaba joint venture. The Plan is administered by the Company's Employee Benefit Plan Committee and the Plan Administrator. The Trustee for the Plan assets is the Northern Trust Company. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). On June 1, 2000, a portion of the assets related to employees of the Arvin-Kayaba joint venture were transferred into the Plan. This has been reflected as a transfer in on the statement of changes in assets for the year ended December 31, 2000. On December 31, 2000, all or a portion of six plans were merged into the Plan. These plans included: Arvin Savings Plan, Meritor Heavy Vehicle Braking Systems Savings Plan, Meritor Heavy Vehicle Braking Systems Savings Plan for Represented Employees, Meritor Automotive, Inc. Gordonsville, Tennessee Employee Savings Plan, Euclid Industries 401(k) Plan and the Euclid Industries Profit Sharing Plan. This transfer has been reflected as a receivable of $57,909,415 due from other plans on the statement of assets available for benefits at December 31, 2000 in the Plan's Form 5500, but has not been accrued at December 31, 2000 in these financial statements as the Plan's financial statements are prepared on a modified cash basis. In connection with this merger, the trustee for the Plan was changed to T. Rowe Price. CONTRIBUTIONS - Participants may contribute up to 16% of their compensation on a pre-tax or after-tax basis. The Company contribution is an amount equal to 25% of total participating employee contributions for that year on the first 6% of each participant's eligible compensation. As permitted by the Plan, the Company's contribution shall be made in shares of Company common stock or in cash, which is required to be invested in -4- 7 the Company's common stock. In 2000, Company contributions were made in shares of Company common stock. Contributions are subject to certain limitations. VESTING - All participants are 100% vested in all employee and Company contributions plus actual earnings thereon. PLAN WITHDRAWALS - Amounts contributed may be withdrawn by, or distributed to a participant only upon (1) termination of employment or (2) attaining the age of 59 1/2. Plan withdrawals are not permitted except in the event of retirement, disability or as a hardship distribution. Certain income tax penalties may apply to withdrawals or distributions prior to age 59 1/2. PAYMENT OF BENEFITS - On termination of service due to death, disability, retirement prior to age 59 1/2 or leaving the Company, participants receive a lump-sum distribution equal to the value of their account balance. Upon retirement at age 59 1/2 or older, participants may elect a lump-sum distribution, annual installments, annuity payments or a combination of the above. PARTICIPANT ACCOUNTS - Each participant's account is credited with the participant's contributions, the Company's contributions and an allocation of Plan earnings. Allocations of Plan earnings are made daily and are based upon the participant's weighted average account balance for the day, as described in the Plan document. PLAN TERMINATION - Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF ACCOUNTING - The financial statements of the Plan have been prepared on a modified cash basis of accounting. Investment income is recognized when received rather than when earned and administrative expenses are recognized when paid rather than when incurred. Although a modified cash basis of accounting represents a departure from accounting principles generally accepted in the United States of America, it is an allowable method of accounting for employee benefit plans under the reporting requirements of ERISA. INVESTMENTS - The Plan's investments are stated at fair value based on quoted market prices at the date of the financial statements. PLAN EXPENSES - The Plan pays all outside administrative expenses and fees including trustee and fund managers' fees. -5- 8 ALLOCATION OF MASTER TRUST ASSETS AND TRANSACTIONS - The investment income and expenses of the Master Trust are allocated to the Plan based on a method established by the former Arvin Industries, Inc. Pension Committee. USE OF ESTIMATES - The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates. 3. INVESTMENTS IN MASTER TRUST The Plan's investments are held in the Master Trust, which maintains the assets of both the Plan and the Arvin Savings Plan. The assets of the Master Trust are held by The Northern Trust Company. The following table presents the fair value of investments for the Master Trust at December 31, 2000 and 1999:
2000 1999 Participant loans $ 986,225 - Common stock 18,300,839 28,743,762 Collective trusts 52,784,056 49,437,866 Registered investment companies 87,696,770 68,483,624 ------------- ------------- Total $ 159,767,890 $ 146,665,252 ============= =============
At December 31, 2000 and 1999, the Master Trust held 1,608,865 and 1,012,996 shares, respectively, of Company common stock. The net investment loss of the Master Trust for the year ended December 31, 2000 is summarized as follows:
2000 Net depreciation $ (21,306,275) Dividends 5,990,136 ------------- Total $ (15,316,139) =============
The Master Trust's net depreciation on investments is allocated as follows:
2000 Common stock $ (17,641,854) Collective trusts (4,207,734) Registered investment companies 543,313 ------------- Total $ (21,306,275) =============
-6- 9 At December 31, 2000 and 1999, the Plan's interest in the net assets of the Master Trust was 6.0% and 5.5%, respectively. 4. TAX STATUS The Internal Revenue Service determined and informed the Company by a letter dated May 9, 1996, that the Plan and related trust were designed in accordance with applicable sections of the Internal Revenue Code ("IRC"). The Plan has been amended since receiving the determination letter. However, the Plan administrator and the Plan's tax counsel believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC. 5. SUBSEQUENT EVENT Effective January 1, 2001, the Plan was amended to include various changes. The name of the Plan was changed to the ArvinMeritor, Inc. Hourly Employees Savings Plan. Eligible employees can now contribute up to 20% of pay, both before and after tax or a combination of both. The definition of eligible compensation has been modified to include both overtime and annual bonus. The participants are immediately eligible for company matching contributions and these matching contributions are immediately vested. The Company's match calculation was also amended and varies by location within the Plan. All Company match contributions are payable in Company stock, except for joint ventures which are payable in cash. Investment Fund options were also revised to include additional options at T. Rowe Price. -7- 10 SIGNATURES The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan Administrator has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. ARVINMERITOR, INC. HOURLY EMPLOYEES SAVINGS PLAN (successor to the ARVIN INDUSTRIES, INC. EMPLOYEE SAVINGS PLAN) By: /s/ Richard D. Greb -------------------- Richard D. Greb, Plan Administrator June 27, 2001 -8- 11 EXHIBIT INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in Registration Statement No. 333-53498 of ArvinMeritor, Inc. on Form S-8 of our report dated June 27, 2001, appearing in this Annual Report on Form 11-K of the Arvin Industries, Inc. Employee Savings Plan for the year ended December 31, 2000. /s/ DELOITTE & TOUCHE LLP Detroit, Michigan June 27, 2001 -9- -----END PRIVACY-ENHANCED MESSAGE-----