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Registration No. 333-_____
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
ARVINMERITOR, INC.
(Exact name of registrant as specified in its charter)
INDIANA 33-3354643
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
2135 West Maple Road 48084-7186
Troy, Michigan (Zip Code)
(Address of principal executive offices)
1997 LONG-TERM INCENTIVES PLAN
(Full title of the plan)
Vernon G. Baker, II, Esq.
Senior Vice President,
General Counsel and Secretary
ArvinMeritor, Inc.
2135 West Maple Road
Troy, Michigan 48084-7186
(248) 435-1000
(Name, address, and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REIGSTERED REGISTERED PER SHARE (1) OFFERING PRICE (1) REGISTRATION FEE (1)(2)
---------------- ---------- ------------- ------------------ -----------------------
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Common Stock, par value 3,750,000 $15.625 $58,593,750 $15,469
$1 per share, and associated
preferred share purchase rights
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(1) Based on the average of the high and low prices reported on the consolidated
reporting system of the New York Stock Exchange on November 7, 2000,
pursuant to Rule 457(h)(1) and 457(c) under the Securities Act of 1933.
(2) As noted below, the prospectus that is part of this registration statement
also relates to 5,131,100 shares of unsold Common Stock registered in
Registration No. 333-35407, for which a filing fee of $18,804 was previously
paid.
Pursuant to Rule 429 under the Securities Act of 1933, the prospectus that is
part of this registration statement is a combined prospectus with respect to
5,131,100 shares of unsold Common Stock that was registered in Registration No.
333-35407.
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INCORPORATION OF CONTENTS OF PRIOR REGISTRATION STATEMENT
This registration statement relates to registration of 3,750,000
additional shares of Common Stock, $1 par value, of ArvinMeritor, Inc., in
connection with the its 1997 Long-Term Incentives Plan ("Plan"). The contents of
the Registration Statement on Form S-8, as amended, in Registration No.
333-35407 are hereby incorporated by reference, pursuant to General Instruction
E to Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 5. Interests of Named Experts and Counsel
Vernon G. Baker, II, Esq., who has passed upon the legality of any
newly issued Common Stock of the Company covered by this Registration Statement,
is Senior Vice President, General Counsel and Secretary of the Company.
Item 8. Exhibits
5 Opinion of Vernon G. Baker, II, Esq., Senior Vice President,
General Counsel and Secretary of the Company, as to the
legality of any newly-issued Common Stock of the Company
covered by the Registration Statement.
23(a) Consent of Vernon G. Baker, II, Esq., Senior Vice President,
General Counsel and Secretary of the Company, is contained in
his opinion filed as Exhibit 5 to this Registration Statement.
23(b) Consent of M. L. Murrah, Esq.
23(c) Consent of Deloitte & Touche LLP, independent auditors.
24 Power of Attorney authorizing certain persons to sign the
Registration Statement.
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SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Troy, Michigan, on the 8th day of November,
2000.
ARVINMERITOR, INC.
By: /s/ Vernon G. Baker, II
------------------------------------
Vernon G. Baker, II
Senior Vice President,
General Counsel and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed on the 8th day of November, 2000, by the
following persons in the capacities indicated:
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Signature Title
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Larry D. Yost* Chairman of the Board and
Chief Executive Officer
(principal executive officer)
and Director
V. William Hunt* Vice Chairman and President and
Director
Joseph B. Anderson, Jr., Steven C. Beering, Directors
Rhonda L. Brooks, John J. Creedon,
Joseph P. Flannery, Robert E. Fowler, Jr.,
William E. George, Jr., Richard W. Hanselman,
Charles H. Harff, Don J. Kacek,
Victoria B. Jackson, James E. Marley
and Harold A. Poling*
Thomas A. Madden* Senior Vice President and
Chief Financial Officer
(principal financial officer)
William M. Lowe* Vice President and Controller
(principal accounting officer)
*By:/s/ Vernon G. Baker, II
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(Vernon G. Baker, II,
attorney-in-fact)
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