0001206774-11-001591.txt : 20110721 0001206774-11-001591.hdr.sgml : 20110721 20110721083040 ACCESSION NUMBER: 0001206774-11-001591 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110720 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110721 DATE AS OF CHANGE: 20110721 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MERITOR 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: 11978768 BUSINESS ADDRESS: STREET 1: 2135 W MAPLE ROAD CITY: TROY STATE: MI ZIP: 48084 BUSINESS PHONE: 2484351000 MAIL ADDRESS: STREET 1: 2135 W MAPLE ROAD CITY: TROY STATE: MI ZIP: 48084 FORMER COMPANY: FORMER CONFORMED NAME: ARVINMERITOR INC DATE OF NAME CHANGE: 20000511 FORMER COMPANY: FORMER CONFORMED NAME: MU SUB INC DATE OF NAME CHANGE: 20000501 8-K 1 meritor_8k.htm CURRENT REPORT meritor_8k.htm
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): July 20, 2011
 
MERITOR, INC.
(Exact name of registrant as specified in its charter)
 
Indiana       1-15983       38-3354643
(State or other jurisdiction   (Commission   (IRS Employer
of incorporation)   File No.)   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:
 
[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 

 

Item 2.02. Results of Operations and Financial Condition
 
     On July 21, 2011, Meritor, Inc. (“Meritor”) issued a press release tightening its EBITDA guidance within its previously disclosed range, while slightly lowering its revenue and free cash flow guidance for the fiscal quarter ended June 30, 2011. The release is furnished as Exhibit 99a to this Form 8-K.
 
     The information in this Form 8-K and the exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
 
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
 
     On July 20, 2011, the Board of Directors of Meritor appointed a new executive officer, Pedro N. Ferro. Mr. Ferro was appointed as Vice President and President, Industrial. Mr. Ferro succeeds Timothy E. Bowes, who was appointed as Vice President and President, Commercial Truck.
 
     Mr. Ferro, 52, joined Meritor earlier this year as Vice President, Strategic Business Performance, and was with Meritor from 2001 until 2007 as Vice President and General Manager, Specialty, Brakes and Emissions. From 2008 until 2011, Mr. Ferro was President, Commercial Vehicle Undercarriage for The Marmon Group, a division of Berkshire Hathaway, and from 2007 until 2008 was President, Webb Wheels Products Inc. for The Marmon Group.
 
     There are no family relationships, as defined in Item 401 of Regulation S-K, between Mr. Ferro and any of Meritor’s executive officers and any director, executive officer or person nominated to become a director or executive officer. No officer of Meritor was selected pursuant to any arrangement or understanding between him or her and any person other than Meritor. In addition, Mr. Ferro did not have a direct or indirect material interest in any transaction that would be required to be disclosed under Item 404(a) of Regulation S-K.
 
     Carsten J. Reinhardt, formerly Senior Vice President and Chief Operating Officer, has left Meritor effective July 20, 2011 to pursue other opportunities.
 

 

Item 9.01 Financial Statements and Exhibits
 
     (d) Exhibits
 
     99a – Press release of Meritor, Inc., dated July 21, 2011
 

 

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.
 
  MERITOR, INC.
   
Date: By: 
/s/ Vernon G. Baker, II
July 21, 2011  
Vernon G. Baker, II
   
Senior Vice President and General Counsel


 

EXHIBIT INDEX
 
     99a – Press Release of Meritor, Inc. dated July 21, 2011
 

EX-99.A 2 exhibit99-a.htm PRESS RELEASE OF MERITOR, INC., DATED JULY 21, 2011 exhibit99-a.htm
CONTACTS:
Media Inquiries
Krista Sohm
(248) 435-7115
krista.sohm@meritor.com
 
Investor Inquiries
Christy Daehnert
(248) 435-9426
christy.daehnert@meritor.com
 
Meritor Announces Updated Guidance for its Third Quarter of Fiscal
Year 2011
 
TROY, Mich. (July 21, 2011) – Meritor, Inc. (NYSE: MTOR) announced today it is tightening its EBITDA guidance within its previously announced range, while slightly lowering its revenue and free cash flow guidance for its third quarter of fiscal year 2011.
 
     The company now anticipates the following results from continuing operations in the third quarter of fiscal year 2011.
  • Revenue in the range of $1,280 million to $1,290 million.
     
  • Adjusted EBITDA in the range of $100 million to $104 million.
     
  • Free cash flow to be around breakeven.
     “Sales in the third fiscal quarter are expected to be up between seven percent and eight percent compared to the second quarter of fiscal year 2011, with strong EBITDA conversion, keeping us on the path toward our 2012 financial goals,” said Jay Craig, chief financial officer, Meritor. “Cash flow is expected to be around breakeven primarily due to investments in inventory.”
 
     The company will report full quarterly results for its third fiscal quarter and provide guidance for its fourth fiscal quarter of 2011 during its previously scheduled earnings call which will take place Aug. 2, 2011 at 9 a.m. ET.
 
About Meritor, Inc.
Meritor, Inc. is a leading global supplier of drivetrain, mobility, braking and aftermarket solutions for commercial vehicle and industrial markets. With more than a 100-year legacy of providing innovative products that offer superior performance, efficiency and reliability, the company serves commercial truck, trailer, off-highway, defense, specialty and aftermarket customers in more than 70 countries. Meritor is based in Troy, Mich., United States, and is made up of more than 11,000 diverse employees who apply their knowledge and skills in manufacturing facilities, engineering centers, joint ventures, distribution centers and global offices in 19 countries. Common stock is traded on the New York Stock Exchange under the ticker symbol MTOR. For important information, visit the company's web site at meritor.com.
 

 

Forward Looking Statement
 
This 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 our ability to successfully manage steeply increasing volumes in the commercial truck markets; availability and sharply rising costs of raw materials, including steel, and our ability to manage or recover such costs; reduced production for certain military programs and the return of volumes of selected long-term military contracts to more normalized levels; global economic and market cycles and conditions, including the recent global economic crisis; 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); the ability to achieve the expected benefits of restructuring actions; the demand for commercial and specialty vehicles for which we supply products; whether the liquidity of the company will be affected by declining vehicle productions in the future; 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 suppliers and customers, 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; possible adverse effects of any future suspension of normal trade credit terms by our suppliers; potential difficulties competing with companies that have avoided their existing contracts in bankruptcy and reorganization proceedings; 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; potential adjustment of the value of deferred tax assets; competitive product and pricing pressures; the amount of the company’s debt; the ability of the company to continue to comply with covenants in its financing agreements; 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; the outcome of actual and potential product liability, warranty and recall claims; rising costs of pension and other postretirement benefits; and possible changes in accounting rules; as well as other substantial costs, risks and uncertainties, including but not limited to those detailed herein and from time to time in other filings of the company with the SEC. These forward-looking statements are made only as of the date hereof, and the company undertakes no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise, except as otherwise required by law.
 
All earnings per share amounts are on a diluted basis. The company's fiscal year ends on the Sunday nearest Sept. 30, and its fiscal quarters end on the Sundays nearest Dec. 31, March 31 and June 30. All year and quarter references relate to the company's fiscal year and fiscal quarters, unless otherwise stated.