8-K/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

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

Date of Report (Date of earliest event reported) October 2, 2007

Affinia Group Intermediate Holdings Inc.
Affinia Group Inc.

(Exact name of Registrant as specified in its charter)

Delaware
Delaware

(State or other jurisdiction of incorporation)

333-128166-10 333-128166 (Commission File Number)	34-2022081 20-1483322 (IRS Employer Identification Number)
1101 Technology Drive, Ann Arbor, Michigan (Address of principal executive offices)	48108 (Zip Code)

(734) 827-5400
(Registrant’s telephone number, including area code)

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))

Affinia Group Inc. and Affinia Group Intermediate Holdings Inc. (together, the “Company”) are filing this Form 8-K/A to amend the Company’s Current Report on Form 8-K filed on December 15, 2005, in order to update certain disclosures therein with respect to the Company’s comprehensive restructuring strategy (the “Restructuring”).

Section 2 - Financial Information

Item 2.05 - Costs Associated with Exit or Disposal Activities.

As part of its previously announced Restructuring, the Company today announced its decision to close its Mishawaka, Indiana chassis products manufacturing and packaging facility. The press release announcing this closure is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The Company expects the closure of this facility to be completed by the third quarter of 2008. These actions are expected to result in the Company incurring pre-tax charges of approximately $7.9 million, of which approximately 95% will be future cash expenditures. The restructuring costs are comprised of employee severance costs of $2.3 million, $3.4 million for lease termination costs and other trailing liabilities of $2.2 million. The Company will recognize the severance costs in the third quarter of 2007 with the remaining costs recognized in the fourth quarter of 2007 and in 2008.

The Company continues to expect that it will incur total pre-tax costs of up to $152 million in connection with the Restructuring. The Company also continues to expect that the major components of such costs will be employee severance costs, asset impairment charges related to fixed assets, and environmental remediation, site clearance and repair costs, each of which should represent approximately 38%, 20% and 13% respectively, of the total cost of the Restructuring. Of these costs, the employee severance costs and environmental remediation, site clearance and repair costs generally represent cash charges, while the asset impairment charges are non-cash. The Company estimates that approximately 72% of the total costs related to the Restructuring (or approximately $110 million) will result in cash expenditures. The Company expects Restructuring program announcements to continue into 2008.

All discussions of costs and time periods set forth in this amended Current Report are estimates which, while based on the Company’s current expectations, are subject to change. See ‘‘Forward Looking Statements’’ below.

FORWARD-LOOKING STATEMENTS

This Current Report on Form 8-K/A includes ‘‘forward-looking statements’’ within the meaning of the Private Securities Litigation Reform Act of 1995. When used in this amended Current Report, the words ‘‘estimates,’’ ‘‘expects,’’ ‘‘intends,’’ and variations of such words or similar expressions are intended to identify forward-looking statements. All forward-looking statements are based upon the Company’s current expectations and various assumptions. The Company’s expectations and beliefs are expressed in good faith and the Company believes there is a reasonable basis for them. However, the Company cannot make any assurances that these expectations and beliefs will be achieved.

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There are a number of risks and uncertainties that could cause the Company’s actual results to differ materially from the forward-looking statements contained in this amended Current Report. Important factors that could cause the Company’s actual results to differ materially from the forward-looking statements made in this amended Current Report are contained in the Company’s filings with the Securities and Exchange Commission under the heading ‘‘Risk Factors’’ and include, among other risks: the Company’s substantial leverage; limitations on flexibility in operating the Company’s business contained in its debt agreements; pricing pressures; the shift in demand from premium to economy products; the Company’s dependence on its largest customers; changing distribution channels; increasing costs for manufactured components, raw materials, crude oil and energy prices; the Company’s ability to achieve cost savings from the restructuring; the consolidation of distributors; risks associated with the Company’s non-U.S. operations; product liability and customer warranty and recall claims; changes to environmental and automotive safety regulations; non-performance by, or insolvency of, the Company’s suppliers or customers; the threat of work stoppages and other labor disputes; challenges to the Company’s intellectual property portfolio; and the company’s exposure to product liability and other liabilities for which Dana Corporation retained responsibility due to its Chapter 11 filing. There may be other factors that could cause the Company’s actual results to differ materially from the forward-looking statements.

All forward-looking statements attributable to the Company or persons acting on its behalf apply only as of the date of this amended Current Report and are expressly qualified in their entirety by the cautionary statements included in this amended Current Report. The Company undertakes no obligation to update or revise forward-looking statements to reflect events or circumstances that arise after the date made or to reflect the occurrence of unanticipated events.

Item 2.06 - Material Impairments.

The information set forth under Item 2.05 relating to impairment charges is incorporated herein by reference.

Section9 — Financial Statements and Exhibits

Item9.01 Financial Statements and Exhibits.

(c) Exhibits

99.1 Press Release of Affinia Group Inc. dated October 5, 2007.

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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 thereunto duly authorized.

		Affinia Group Intermediate Holdings Inc. Affinia Group Inc.
Date: October 9, 2007	By:	/s/ Steven E. Keller
		Name:	Steven E. Keller
		Title:	General Counsel

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EXHIBIT INDEX

99.1 Press Release of Affinia Group Inc. dated October 5, 2007.

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EX-99.1

For Immediate Release	Contact:Mark Trinske
	Director of Investor, Public &
	Government Relations
	Affinia Group Inc.
	(734) 827-5412

AFFINIA GROUP TO CONSOLIDATE CHASSIS PRODUCTS

MANUFACTURING AND PACKAGING

Mishawaka, Indiana Operations Moving to Oklahoma City Facility

ANN ARBOR, MICHIGAN, October 5, 2007 – Affinia Group Inc. is closing its chassis products manufacturing and packaging facility in Mishawaka, Indiana. Production and packaging will be consolidated into its Oklahoma City facility. The distribution of the product will continue out of the McHenry, IL master distribution center. The transition will begin immediately and is expected to be complete by mid-2008.

“The consolidation of the Mishawaka chassis manufacturing and packaging into Oklahoma City is another important step in Affinia’s transformation plan. The competitive landscape is constantly changing, and like many companies we continue to evaluate every aspect of our business to adapt to current market conditions,” said John R. Washbish, President of Affinia’s Under Vehicle Group.

“This closure in no way reflects on the talents or dedication of the 192 hard-working people of Mishawaka. We deeply regret the impact on the lives of our employees and their families. We will work closely with them and provide all the help we can, including the option of transfers to Oklahoma City, as well as local placement and career assistance wherever possible,” said Washbish.

Affinia Group Inc. is a global leader in the on and off highway replacement products and service industry. In North America the Affinia family of brands includes WIX^® filters; Raybestos^® brand brakes and AIMCO^® brake products, and McQuay-Norris^® and Spicer^® Chassis parts. South American and European brands include Nakata^®, Filtron^®, Urba^® and Quinton Hazell^®. For more information, visit www.affiniagroup.com.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This report includes ‘‘forward-looking statements’’ within the meaning of Section 27A of the Securities Act of 1933, as amended (the ‘‘Securities Act’’) and Section 21E of the Securities Exchange Act of 1934, as amended (the ‘‘Exchange Act’’). These forward-looking statements may include comments concerning our plans, objectives, goals, strategies, future events, future revenue or performance, capital expenditures, financing needs, plans or intentions relating to acquisitions, business trends and other information that is not historical. When used in this report, the words ‘‘estimates,’’ ‘‘expects,’’ ‘‘anticipates,’’ ‘‘projects,’’ ‘‘plans,’’ ‘‘intends,’’ ‘‘believes,’’ ‘‘forecasts,’’ or future or conditional verbs, such as ‘‘will,’’ ‘‘should,’’ ‘‘could’’ or ‘‘may,’’ and variations of such words or similar expressions are intended to identify forward-looking statements. All forward-looking statements, including, without limitation, management’s examination of historical operating trends and data are based upon our current expectations and various assumptions. Our expectations, beliefs and projections are expressed in good faith and we believe there is a reasonable basis for them. However, there is no assurance that these expectations, beliefs and projections will be achieved. With respect to all forward-looking statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

There are a number of risks and uncertainties that could cause our actual results to differ materially from the forward-looking statements contained in this report. Such risks, uncertainties and other important factors include, among others: our substantial leverage; limitations on flexibility in operating our business contained in our debt agreements; pricing and import pressures; the shift in demand from premium to economy products; our dependence on our largest customers; changing distribution channels; increasing costs for manufactured components, raw materials, crude oil and energy prices; our ability to achieve cost savings from our restructuring; the consolidation of distributors; risks associated with our non-U.S. operations; product liability and customer warranty and recall claims; changes to environmental and automotive safety regulations; changes to anti-dumping rates; risk of impairment to intangibles and goodwill; risk of a successful refinancing if required; non-performance by, or insolvency of, our suppliers or our customers; the threat of work stoppages and other labor disputes; challenges to our intellectual property portfolio; and our exposure to product liability and other liabilities for which Dana Corporation retained responsibility due to its Chapter 11 filing. Additionally, there may be other factors that could cause our actual results to differ materially from the forward-looking statements.

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