0000908255-13-000049.txt : 20131217 0000908255-13-000049.hdr.sgml : 20131217 20131217163337 ACCESSION NUMBER: 0000908255-13-000049 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20131217 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20131217 DATE AS OF CHANGE: 20131217 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BORGWARNER INC CENTRAL INDEX KEY: 0000908255 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 133404508 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12162 FILM NUMBER: 131282184 BUSINESS ADDRESS: STREET 1: 3850 HAMLIN RD. CITY: AUBURN HILLS STATE: MI ZIP: 48326 BUSINESS PHONE: 2487549200 MAIL ADDRESS: STREET 1: 3850 HAMLIN RD. CITY: AUBURN HILLS STATE: MI ZIP: 48326 FORMER COMPANY: FORMER CONFORMED NAME: BORG WARNER AUTOMOTIVE INC DATE OF NAME CHANGE: 19930628 8-K 1 form8-kdecember2013.htm 8-K Form 8-K December 2013


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 17, 2013
BORGWARNER INC.
(Exact name of registrant as specified in its charter)



Delaware
(State or other jurisdiction of incorporation)
1-12162
(Commission File No.)
13-3404508
(IRS Employer Identification No.)

3850 Hamlin Road, Auburn Hills, Michigan 48326
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (248) 754-9200

(Former name or former address, if changed since last report)
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:
q Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
q Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
q Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))
q Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





Item 7.01    Regulation FD Disclosure
On December 17, 2013, BorgWarner Inc. issued a press release announcing that, through one of its subsidiaries, it has entered into an agreement to acquire all shares in Gustav Wahler GmbH u. Co. KG and its general partner, subject to standard regulatory approvals.

The information contained in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for the purpose of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, regardless of any general incorporation language in any such filings.


Item 9.01    Financial Statements and Exhibits
(d) Exhibits.
99.1 Press release dated December 17, 2013
        


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.



Dated: December 17, 2013
 
BORGWARNER INC.
 
 
By:
/s/ John J. Gasparovic
 
 
 
Name: John J. Gasparovic
 
 
 
Its: Secretary
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 




 EX-99.1 2 pressrelease.htm EXHIBIT Press Release


Exhibit 99.1
    
Immediate Release
Contact
Ken Lamb
248.754.0884

    
    
BORGWARNER ACQUIRES WAHLER

Auburn Hills, Michigan, December 17, 2013 - BorgWarner announced today that is has signed an agreement to acquire all shares in Gustav Wahler GmbH u. Co. KG and its general partner (“Wahler”), a producer of exhaust gas recirculation (EGR) valves, EGR tubes and thermostats. With locations in Germany, Brazil, the U.S., China and Slovakia, Wahler employs approximately 1,250 people and supplies customers such as Daimler, Volkswagen, BMW, GM and John Deere. Wahler’s annual sales for 2013 are expected to be approximately $350 million.
The deal is expected to close in the first quarter of 2014 subject to standard regulatory approvals. Terms of the deal were not disclosed.
“From both a technology and geography standpoint, this acquisition is an excellent strategic fit,” said James Verrier, President and CEO of BorgWarner. “The acquisition strengthens BorgWarner's strategic position as a producer of complete EGR systems and creates additional market opportunities in both passenger and commercial vehicle applications.”
Cooled EGR helps reduce NOx emissions and improves fuel economy in diesel and gasoline-direct injection (GDI) engines, important initiatives for OEMs around the globe. Wahler’s EGR valve technology and strong European customer base combined with BorgWarner’s existing EGR valve and EGR cooler businesses is expected to strengthen BorgWarner’s participation in the rapid adoption of EGR technology.
Wahler’s industry-leading thermostat technology, designed to optimize engine temperatures for better fuel economy and reduced emissions, enhances BorgWarner’s capabilities in thermal management.











Auburn Hills, Michigan-based BorgWarner Inc. (NYSE: BWA) is a technology leader in highly engineered components and systems for powertrain applications worldwide. Operating manufacturing and technical facilities in 56 locations in 19 countries, the company develops products to improve fuel economy, reduce emissions and enhance performance. Customers include VW/Audi, Ford, Toyota, Renault/Nissan, General Motors, Hyundai/Kia, Daimler, Chrysler, Fiat, BMW, Honda, John Deere, PSA, and MAN. For more information, please visit borgwarner.com.

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