Filed by Meritor Automotive, Inc.
pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12 under
the Securities and Exchange Act of 1934
Subject Company: Meritor Automotive, Inc.
Commission File No. 1-13093
The following is an excerpt from a Meritor newsletter delivered to Meritor
employees on May 2, 2000:
AUTO FOCUS [Meritor Logo]
[Graphics]
April 2000 Issues that Affect Meritor and You
MERITOR AND ARVIN AGREE TO MERGE
Meritor Automotive and Arvin Industries on April 6 announced they have
entered into a definitive agreement to combine their businesses in a strategic
merger of equals.
The new company -- to be called ArvinMeritor, Inc. -- will have
combined revenues of $7.6 billion, and 36,500 employees working in 121
manufacturing facilities located in 25 countries around the globe.
"Combining our businesses is a very positive move for both
organizations -- it establishes us as one of the top 11 global automotive
suppliers," said Meritor Chairman Larry Yost. "The strength of our two companies
will allow us to grow more quickly, strategically and globally."
With more than 17,500 employees around the world, Arvin is a leading
worldwide manufacturer of original equipment and replacement exhaust systems,
ride and motion control, and filter products for the automotive industry.
Headquartered in Columbus, Ind., Arvin in 1999 was named one of the Top 100 Best
Managed Companies by Industry Week magazine.
ArvinMeritor corporate headquarters will be located in Troy, Mich., and
operating headquarters will remain at current locations. Larry Yost will serve
as chairman and CEO, and Arvin's chairman, president and CEO, Bill Hunt, will
become ArvinMeritor's vice chairman and president.
According to Yost, the merger's combined product lines and
technological strengths support LVS' growth strategy and focus on building the
undercarriage and corner module capabilities.
"The merger moves us closer to becoming an integrated systems and
modules provider, expands our HVS product portfolio and strengthens our presence
in the global aftermarket business," he said.
"Our vision remains the same -- to be the partner of choice for
customers who value exceptional service, as well as to be an outstanding
provider of quality automotive systems and technology solutions worldwide," Yost
added. "Combining these two strong companies fits perfectly with the vision and
mission of both Arvin and Meritor."
<PAGE>
Top 11 Global Automotive Company
Arvin Meritor ArvinMeritor, Inc.
-------------- -------------- --------------------
1999 Revenue $3.1 Billion $4.5 Billion $7.6 Billion
Employees 17,500 19,000 36,500
Manufacturing
Facilities 53 68 121
Countries 16 23 25
% of Sales Outside
North America 30% 35% 33%
Product Portfolio Original Heavy Vehicle Heavy Vehicle
Equipment Systems Systems
Replacement Light Vehicle Light Vehicle
Products Systems Systems
Roll Coater HVS HVS
Aftermarket Aftermarket
Original Equipment
(Exhaust Systems)
LVS Aftermarket
Products
Roll Coater
<PAGE>
MERGER QUESTIONS AND ANSWERS
Editor's Note: The following questions regarding the ArvinMeritor
merger were posed to Meritor Chairman Larry Yost.
Q. When will the integration begin?
A. The integration process has already begun. A joint team has been
identified to plan the post-closing integration of the two companies. The team
will meet weekly with the Office of the Chairman to review the progress of the
integration, which we expect will be complete within a year after the closing.
Q. What kind of changes should we expect now, until the merger is
complete?
A. You won't see change related to the merger until the expected
completion on or before July 31, 2000, subject to obtaining shareowner and
regulatory approvals.
Q. Will there be any changes in how we sell our products and services?
A. Sales will remain the same as under the current structure, except
for Arvin's ride and motion control business that will report to Terry O'Rourke,
senior vice president and president, LVS. Exhaust systems will remain a
separate business unit as they support both the Light Vehicle Systems and Heavy
Vehicle Systems Business.
<PAGE>
A LITTLE ABOUT ARVIN
Arvin's commitment to growth in the highly competitive automotive
supplier industry is evident by its numerous acquisitions and joint ventures.
Arvin's growth strategy is successful because of its ability to "synergize" with
other companies to achieve new product development, entry into new markets with
new customers, and increasing market share with existing customers.
This synergy has been obtained through a highly effective and extensive
Arvin Total Quality Production System (ATQPS) training program for all new and
continuing employees in ATQPS supporting programs. Additional management
training ensures that all employees are working toward operational excellence --
embedding the quality process into engineering, administration, equipment
maintenance and the environment.
Since the implementation of ATQPS in 1992, labor cost and the
cost of quality has declined and inventory turnover has improved. Supporting
ATQPS initiatives include supply chain management and lean manufacturing
programs.
To learn more about Arvin, visit its web site at www.arvin.com.
<PAGE>
This publication contains "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 those detailed from time to time in Meritor's and
Arvin's Securities and Exchange Commission filings. Such risks and
uncertainties also include: materially adverse changes in economic conditions in
the markets in which the companies operate; costs related to the merger;
substantial delay in the expected closing of the merger; and the risk that
Meritor's and Arvin's businesses will not be integrated successfully.
<PAGE>
Meritor and Arvin plan to file a joint proxy statement/prospectus and other
relevant documents concerning the merger with the Securities and Exchange
Commission (the "Commission"). WE URGE INVESTORS AND SECURITYHOLDERS TO READ
THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS TO BE
FILED WITH THE COMMISSION BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Investors and securityholders will be able to obtain free copies of these
documents at the Commission's website at www.sec.gov. In addition, documents
filed with the Commission by Meritor will be available free of charge from
Meritor (at Meritor's website at www.meritorauto.com) or by contacting Bonnie
Wilkinson, Meritor Automotive, Inc., 2135 West Maple Road, Troy, Michigan 48084;
telephone (248) 435-0762. Documents filed with the Commission by Arvin will be
available free of charge from Arvin (at Arvin's website at www.arvin.com) or by
contacting Ronald R. Snyder, Arvin Industries, Inc., One Noblitt Plaza,
Columbus, Indiana 47202; telephone (812) 379-3982.
INVESTORS AND SECURITYHOLDERS SHOULD READ THE JOINT PROXY STATEMENT/PROSPECTUS
CAREFULLY BEFORE MAKING A DECISION CONCERNING THE MERGER.
Meritor, Arvin and their respective officers and directors may be deemed to be
participants in the solicitation of proxies from their shareholders with respect
to the transactions contemplated by the agreement and plan of reorganization.
Information concerning the participants in the solicitation will be set forth in
the joint proxy statement/prospectus when it is filed with the Commission.
