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): December 9, 2010 (December 6, 2010)

AFFINIA GROUP INTERMEDIATE

HOLDINGS INC.

(Exact name of registrant as specified in its charter)

Delaware	333-128166-10	34-2022081
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)
1101 Technology Drive, Ann Arbor, Michigan		48108
(Address of principal executive offices)		(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 (see General Instruction A.2. below):

¨ 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 8.01 Other Events.

On December 6, 2010, Affinia Group Inc. (the “Company”), a wholly-owned subsidiary of the registrant, issued a press release announcing that it intended, subject to market and other conditions, to offer an additional $75,000,000 aggregate principal amount of its 9% Senior Subordinated Notes due 2014 (the “Notes”) in a private offering exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). Subsequently, on December 7, 2010, the Company issued a press release announcing that it priced the offering of the Notes and increased the offering size to an aggregate principal amount of $100,000,000. Other than with respect to the date of issuance and issue price, the Notes will have the same terms as, and will be treated as a single class with, the Company’s existing outstanding $267 million aggregate principal amount of 9% Senior Subordinated Notes due 2014. The press releases referred to above are filed herewith as Exhibits 99.1 and 99.2, respectively, and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit 99.1 – Press Release, issued by Affinia Group Inc. on December 6, 2010.

Exhibit 99.2 – Press Release, issued by Affinia Group Inc. on December 7, 2010.

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.

Date: December 9, 2010	AFFINIA GROUP INTERMEDIATE HOLDINGS INC.
	By:	/S/    STEVEN E. KELLER
	Name:	Steven E. Keller
	Title:	Senior Vice President, General Counsel and Secretary

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release, issued by Affinia Group Inc. on December 6, 2010.
99.2	Press Release, issued by Affinia Group Inc. on December 7, 2010.

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Scott Howat

Director of Corporate Communications

(734) 827-5421

AFFINIA ANNOUNCES PROPOSED PRIVATE OFFERING OF $75 MILLION SENIOR SUBORDINATED NOTES DUE 2014

ANN ARBOR, MI — Dec 6, 2010

Affinia Group Inc. (“Affinia” or the “Company”), a wholly-owned subsidiary of Affinia Group Intermediate Holdings Inc. (the “Parent”), announced today that it intends, subject to market and other conditions, to offer an additional $75,000,000 aggregate principal amount of its 9% Senior Subordinated Notes due 2014 (the “Notes”) in a private offering that is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). Other than with respect to the date of issuance and issue price, the Notes will have the same terms as, and will be treated as a single class with, the Company’s existing outstanding $267 million aggregate principal amount of 9% Senior Subordinated Notes due 2014. The Notes will be guaranteed on an unsecured senior subordinated basis by Parent and certain of the Company’s current and future wholly owned domestic subsidiaries.

The Notes and the related guarantees will be offered only to qualified institutional buyers in reliance on the exemption from registration set forth in Rule 144A under the Securities Act, and outside the United States to non-U.S. persons in reliance on the exemption from registration set forth in Regulation S under the Securities Act. The Notes and the related guarantees have not been registered under the Securities Act, or the securities laws of any state or other jurisdiction, and may not be offered or sold in the United States without registration or an applicable exemption from the Securities Act and applicable state securities or blue sky laws and foreign securities laws.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, any securities, nor shall there be any sales of the Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This notice is being issued pursuant to and in accordance with Rule 135(c) under the Securities Act.

About Affinia

Affinia Group Inc. is an innovative global leader in the design, manufacture, distribution and marketing of industrial grade products and services, including extensive offerings of aftermarket parts for automotive and heavy-duty vehicles. With approximately $1.8 billion in annual revenue, Affinia has operations in North and South America, Europe, and Asia.

EX-99.2

Exhibit 99.2

FOR IMMEDIATE RELEASE

Scott Howat

Director of Corporate Communications

(734) 827-5421

AFFINIA PRICES PRIVATE OFFERING OF $100 MILLION SENIOR SUBORDINATED NOTES DUE 2014

ANN ARBOR, MI — December 7, 2010

Affinia Group Inc. (“Affinia” or the “Company”), a wholly-owned subsidiary of Affinia Group Intermediate Holdings Inc. (the “Parent”), announced today that it has priced a private offering that is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) of an additional $100,000,000 aggregate principal amount of its 9% Senior Subordinated Notes due 2014 (the “Notes”). The offering was increased from the original proposed amount of $75 million. Other than with respect to the date of issuance and issue price, the Notes will have the same terms as, and will be treated as a single class with, the Company’s existing outstanding $267 million aggregate principal amount of 9% Senior Subordinated Notes due 2014. The Notes will be guaranteed on an unsecured senior subordinated basis by Parent and certain of the Company’s current and future wholly owned domestic subsidiaries. The Company expects the issuance and delivery of the notes to occur on December 9, 2010, subject to customary closing conditions.

The Notes and the related guarantees will be offered only to qualified institutional buyers in reliance on the exemption from registration set forth in Rule 144A under the Securities Act, and outside the United States to non-U.S. persons in reliance on the exemption from registration set forth in Regulation S under the Securities Act. The Notes and the related guarantees have not been registered under the Securities Act, or the securities laws of any state or other jurisdiction, and may not be offered or sold in the United States without registration or an applicable exemption from the Securities Act and applicable state securities or blue sky laws and foreign securities laws.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, any securities, nor shall there be any sales of the Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This notice is being issued pursuant to and in accordance with Rule 135(c) under the Securities Act.

About Affinia

Affinia Group Inc. is an innovative global leader in the design, manufacture, distribution and marketing of industrial grade products and services, including extensive offerings of aftermarket parts for automotive and heavy-duty vehicles. With approximately $1.8 billion in annual revenue, Affinia has operations in North and South America, Europe, and Asia.