-----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, Jbt8czBSIe0IK6v1n7AKN9Nsxch9fRS/RwF4H86Njnoeoe8U2+uPooDuLvK225Wz 8+kbXCxh4hW3RhViFln9JQ== 0001189233-06-000030.txt : 20060314 0001189233-06-000030.hdr.sgml : 20060314 20060314131425 ACCESSION NUMBER: 0001189233-06-000030 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20060314 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060314 DATE AS OF CHANGE: 20060314 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15983 FILM NUMBER: 06684286 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 8-K 1 arm8k031406.htm ARVINMERITOR 8-K

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): March 13, 2006

 

ARVINMERITOR, INC.

(Exact name of registrant as specified in its charter)

 

 

Indiana

 

1-15983

 

38-3354643

(State or other jurisdiction

of incorporation)

 

(Commission

File No.)

 

(IRS Employer

Identification No.)

 

 

 

2135 West Maple Road

Troy, Michigan

(Address of principal executive offices)

 

48084-7186

(Zip code)

 

Registrant’s telephone number, including area code: (248) 435-1000

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

 

 

 

 

 

 

 

 

 

Item 8.01

Other Events.

 

On March 13, 2006, ArvinMeritor, Inc. (“ArvinMeritor”) announced the pricing of its previously announced cash tender offers for up to $450 million in aggregate principal amount of certain of its outstanding notes, and that it had increased to $600 million the maximum aggregate principal amount of notes that may be purchased in the offers.

 

On March 14, 2006, ArvinMeritor announced that it had affirmed certain previous guidance with respect to its anticipated results for the second quarter of fiscal year 2006 and for the full fiscal year.

Copies of the related press releases are filed as Exhibits 99.1 and 99.2 and are incorporated herein by reference.

 

 

Item 9.01

Financial Statements and Exhibits

 

(d) Exhibits

 

 

99.1

Press release of ArvinMeritor, Inc., issued March 13, 2006.

 

 

99.2

Press release of ArvinMeritor, Inc., issued March 14, 2006.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

ARVINMERITOR, INC.

 

 

 

 

By:/s/ Vernon G. Baker, II

 

 

Vernon G. Baker, II

 

 

Senior Vice President and General Counsel

 

Date: March 14, 2006

 

 

 

 

EXHIBIT INDEX

 

 

 

Exhibit No.

Description

 

 

99.1

Press release of ArvinMeritor, Inc., issued March 13, 2006.

99.2

Press release of ArvinMeritor, Inc., issued March 14, 2006.

        

 

 

 

 

 

 

 

 

EX-99 2 arm031406ex991.htm EXHIBIT 99.1

Exhibit 99.1

 

CONTACTS: Media Inquiries

Krista McClure

(248) 435-7115

krista.mcclure@arvinmeritor.com

 

Investor Inquiries

Ken Andrysiak

(248) 435-1923

kenneth.andrysiak@arvinmeritor.com

 

 

ArvinMeritor Announces Pricing of Tender Offers

for Up to $450 Million of the Company’s Notes

 

Increases Offers to a Maximum of $600 Million

 

TROY, Mich. (March 13, 2006) — ArvinMeritor, Inc. (NYSE:ARM) announced today the reference yield for each series of notes subject to its previously announced cash tender offers for up to $450 million in aggregate principal amount of its 6.625 percent notes due 2007, 6.75 percent notes due 2008, 7.125 percent notes due 2009 and 6.8 percent notes due 2009 (collectively, the “Notes”), which represents the yield to maturity corresponding to the bid side price of the applicable reference U.S. Treasury security identified below for such series of Notes, as measured at 2 p.m. ET on March 13, 2006.

Accordingly, the Total Consideration payable for each $1,000 principal amount of Notes validly tendered pursuant to each of the offers and not validly withdrawn prior to 5 p.m. ET on March 13, 2006 (the “Early Tender Date”), that are accepted for purchase in the offers will be the amount listed below for such Notes. Holders who tender after 5 p.m. ET on the Early Tender Date and on or before 11:59 p.m. ET on March 27, 2006 (unless earlier terminated or extended, the “Expiration Date”), will receive the Tender Offer Consideration listed below for their Notes that are accepted for purchase in the offers, which is equal to the Total Consideration for each Note minus the Early Tender Payment for that Note listed below. Notes tendered pursuant to the offers may no longer be withdrawn. Holders of Notes accepted for purchase in the offers will also be paid any accrued and unpaid interest from and including the last interest payment date applicable to the Notes to, but not including, the settlement date. The settlement date is expected to be March 28, 2006, which is one day after the Expiration Date, or promptly thereafter.

 

 

 

 

The pricing information for the offers is set forth in the table below:

 

Notes

 

Principal Amount Outstanding

 

Acceptance Priority Level

 

Fixed Spread (Basis Points)

 

U.S. Treasury Reference

 

Reference Yield (%)

 

Total Consider-ation*

 

Early Tender Payment*

 

Tender Offer Consideration*

ArvinMeritor 6.625% Notes due 2007

 

$200,000,000

 

1

 

87.5

 

3.625% due June 30, 2007

 

 

4.849%

 

 

$1,010.31

 

$15.00

 

 

$995.31

ArvinMeritor 6.75% Notes due 2008

 

$100,000,000

 

2

 

125

 

3.375% due Feb. 15, 2008

 

4.800%

 

$1,012.75

 

$30.00

 

$982.75

ArvinMeritor 7.125% Notes due 2009

 

$91,400,000

 

3

 

200

 

2.625% due March 15, 2009

 

4.790%

 

$1,008.82

 

$30.00

 

$978.82

ArvinMeritor 6.80% Notes due 2009

 

$302,000,000

 

4

 

200

 

4.5% due Feb. 15, 2009

 

4.800%

 

$999.90

 

$30.00

 

$969.90

 

* Per $1,000 principal amount of Notes accepted for purchase

ArvinMeritor also announced today that it has increased to $600 million the maximum aggregate principal amount of Notes that may be purchased in the offers. To the extent the aggregate principal amount of Notes tendered exceeds this increased cap, ArvinMeritor will accept Notes for purchase, based on the priority level set forth above, in the manner described in ArvinMeritor’s offer to purchase dated Feb. 28, 2006.

As of the Early Tender Date, ArvinMeritor had received tenders of Notes as follows:

 

Approximately $192,722,000 of the 6.625 percent Notes due 2007, representing approximately 96.36 percent of the outstanding principal amount of such Notes;

 

Approximately $95,237,000 of the 6.75 percent Notes due 2008, representing approximately 95.24 percent of the outstanding principal amount of such Notes;

 

Approximately $83,188,000 of the 7.125 percent Notes due 2009, representing approximately 91.02 percent of the outstanding principal amount of such Notes; and

 

Approximately $271,423,000 of the 6.8 percent Notes due 2009, representing approximately 89.88 percent of the outstanding principal amount of such Notes.

 

 

 

 

UBS Investment Bank, J.P. Morgan Securities Inc., Lehman Brothers Inc., and Citigroup Corporate & Investment Banking are the dealer managers for the offers. Global Bondholder Services Corp. is the information agent and the depositary. This news release is neither an offer to purchase nor a solicitation of an offer to sell the securities. The offers are made only by the offer to purchase dated Feb. 28, 2006, and the information in this news release is qualified by reference to the offer to purchase. Persons with questions regarding the offers should contact the UBS Investment Bank liability management group at (888) 722-9555, ext. 4210 (toll free), or (203) 719-4210 (collect). Requests for documents should be directed to Global Bondholder Services Corp. at (866) 540-1500 or (212) 430-3774 (collect).

 

Forward-Looking Statements

 

This press release contains 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.  Actual results may differ materially from those projected as a result of certain risks and uncertainties, including, but not limited to, global economic and market conditions; the demand for commercial, specialty and light vehicles for which the company supplies products; risks inherent in operating abroad (including foreign currency exchange rates and potential disruption of production and supply due to terrorist attacks or acts of aggression); availability and cost of raw materials, including steel; OEM program delays; demand for and market acceptance of new and existing products; successful development of new products; reliance on major OEM customers; labor relations of the company, its customers and suppliers, including potential disruptions in supply of parts to our facilities or demand for our products due to work stoppages; the financial condition of the company’s suppliers and customers, including potential bankruptcies; successful integration of acquired or merged businesses; the ability to achieve the expected annual savings and synergies from past and future business combinations; success and timing of potential divestitures; potential impairment of long-lived assets, including goodwill; competitive product and pricing pressures; the amount of the company’s debt; the ability of the company to access capital markets; credit ratings of the company’s debt; the outcome of existing and any future legal proceedings, including any litigation with respect to environmental or asbestos-related matters; as well as other risks and uncertainties, including, but not limited to, those detailed from time to time in the filings of the company with the Securities and Exchange Commission.

 

# # #

 

 

 

 

EX-99 3 arm031406ex992.htm EXHIBIT 99.2

Exhibit 99.2

 

 

 

CONTACTS: Media Inquiries

Krista McClure

(248) 435-7115

krista.mcclure@arvinmeritor.com

 

Investor Inquiries

Ken Andrysiak

(248) 435-1923

kenneth.andrysiak@arvinmeritor.com

 

 

ArvinMeritor Affirms Second-Quarter Earnings Guidance at

Higher End of Forecasted Range

 

TROY, Mich. (March 14, 2006) — Today at Citigroup’s Small & Mid-Cap Conference in Las Vegas, Nev., ArvinMeritor, Inc.’s (NYSE:ARM) Chairman, CEO and President Chip McClure, and Senior Vice President and CFO Jim Donlon, told investors the company expects earnings per share from continuing operations, before special items, for the second quarter of fiscal year 2006 to be at the higher end of the previously forecasted range of $0.35 to $0.40 per diluted share. The company also confirmed that it anticipates earnings for fiscal year 2006 to be in the range of $1.50 to $1.70 per diluted share, before special items, and free cash flow to be in the range of $120 million to $170 million.

According to McClure, “Continued strength in the North American commercial vehicle market during January and February, as well as ongoing operational improvements, reinforce our confidence that we will deliver earnings for the second fiscal quarter at the higher end of our previously issued guidance.”

In addition, the company recently announced that it signed a definitive agreement to sell its Light Vehicle Aftermarket (LVA) Purolator filters business in North America, and that it sold its LVA North American exhaust business. Donlon explained, “Anticipated proceeds from these LVA divestitures, in addition to the company’s recent offering of $300 million of convertible notes due in 2026, coupled with its pending offer to purchase up to $600 million of outstanding notes due 2007 - 2009, are expected to

 

 

contribute to increased liquidity, a strengthened balance sheet and overall improvement in ArvinMeritor’s financial position.”

McClure added, “Despite the challenges that continue to impact our industry, we are pleased to be in a position to reconfirm our prior financial guidance.”

The company plans to release its second-quarter results on April 28.

 

About ArvinMeritor

ArvinMeritor, Inc. is a premier $8.8 billion global supplier of a broad range of integrated systems, modules and components to the motor vehicle industry. The company serves light vehicle, commercial truck, trailer and specialty original equipment manufacturers and certain aftermarkets. Headquartered in Troy, Mich., ArvinMeritor employs approximately 29,000 people at more than 120 manufacturing facilities in 25 countries. ArvinMeritor common stock is traded on the New York Stock Exchange under the ticker symbol ARM. For more information, visit the company’s Web site at: http://www.arvinmeritor.com/.

 

Forward-Looking Statements

This press release contains 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,” “will,” and similar expressions. Actual results may differ materially from those projected as a result of certain risks and uncertainties, including, but not limited to, global economic and market conditions; the demand for commercial, specialty and light vehicles for which the company supplies products; risks inherent in operating abroad (including foreign currency exchange rates and potential disruption of production and supply due to terrorist attacks or acts of aggression); availability and cost of raw materials, including steel; OEM program delays; demand for and market acceptance of new and existing products; successful development of new products; reliance on major OEM customers; labor relations of the company, its customers and suppliers; including potential disruptions in supply of parts to our facilities or demand for our products due to work stoppages; the financial condition of the company’s suppliers and customers, including potential bankruptcies; successful integration of acquired or merged businesses; the ability to achieve the expected annual savings and synergies from past and future business combinations; success and timing of potential divestitures; potential impairment of long-lived assets, including goodwill; competitive product and pricing pressures; the amount of the company’s debt; the ability of the company to access capital markets; credit ratings of the company’s debt; the outcome of existing and any future legal proceedings, including any litigation with respect to environmental or asbestos-related matters; as well as other risks and uncertainties, including, but not limited to, those detailed from time to time in the filings of the company with the Securities and Exchange Commission.

 

# # #

 

 

 

 

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