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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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):
July 10, 2000 (July 7, 2000)
ARVINMERITOR, INC.
(Exact name of registrant as specified in its charter)
Indiana 1-13093 38-3354643
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
2135 West Maple Road, Troy, Michigan 48084-7186
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (248) 435-1000
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INFORMATION TO BE INCLUDED IN THE REPORT
Item 2. Acquisition or Disposition of Assets.
On July 7, 2000, pursuant to an Agreement and Plan of Reorganization, dated
as of April 6, 2000 (the "Merger Agreement"), by and among Meritor Automotive,
Inc., a Delaware corporation ("Meritor"), ArvinMeritor, Inc., an Indiana
corporation formerly named Mu Sub, Inc. ("ArvinMeritor"), and Arvin Industries,
Inc., an Indiana corporation ("Arvin"), Meritor merged with and into
ArvinMeritor and, immediately thereafter, Arvin merged with and into
ArvinMeritor (the "Merger"). Each share of common stock, par value $1.00 per
share, of Meritor was converted into the right to receive 0.75 shares of common
stock, par value $1 per share, of ArvinMeritor ("ArvinMeritor Common Stock").
Each share of common stock, par value $2.50 per share, of Arvin was converted
into the right to receive (i) one share of ArvinMeritor Common Stock and (ii)
$2.00 in cash, without interest. As a result of the Merger, the separate
corporate existence of each of Meritor and Arvin ceased and ArvinMeritor
continues as the sole surviving corporation.
On July 10, 2000, ArvinMeritor issued a press release announcing the
completion of the Merger. The press release is filed herewith as Exhibit 99.1
and is incorporated herein by reference.
The Merger Agreement is filed herewith as Exhibit 2 and is incorporated
herein by reference. ArvinMeritor's Registration Statement on Form S-4
(Registration No. 333-36448) filed with the SEC and declared effective on June
2, 2000 (the "Registration Statement") sets forth certain information regarding
the Merger, ArvinMeritor, Meritor and Arvin.
Item 5. Other Matters
ArvinMeritor is the successor issuer to Meritor under Rule 12g-3 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"). The
ArvinMeritor Common Stock is, therefore, deemed registered under Section 12(b)
of the Exchange Act.
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Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits.
(a) Financial statements of business acquired.
The following report and audited financial statements
of Arvin are incorporated herein by reference from
the Annual Report on Form 10-K of Arvin for the
fiscal year ended January 2, 2000:
(i) Report of Independent Accountants dated January 28, 2000;
(ii) Consolidated Statement of Operations for each of the three
years in the period ended January 2, 2000;
(iii) Consolidated Statement of Financial Condition at
January 2, 2000 and January 3, 1999;
(iv) Consolidated Statement of Cash Flows for each of the three
years in the period ended January 2, 2000;
(v) Consolidated Statement of Shareholders' Equity for each of
the three years in the period ended January 2, 2000; and
(vi) Notes to Consolidated Financial Statements.
The following unaudited financial statements of Arvin
are incorporated herein by reference from the
Quarterly Report on Form 10-Q of Arvin for the
quarter ended April 2, 2000:
(i) Unaudited Consolidated Statement of Operations for the three
months ended April 2, 2000 and April 4, 1999;
(ii) Unaudited Consolidated Statement of Financial Condition at
April 2, 2000 and January 2, 2000;
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(iii) Unaudited Consolidated Statement of Cash Flows for the three
months ended April 2, 2000 and April 4, 1999; and
(iv) Condensed Notes to the Consolidated Financial Statements.
(b) Pro forma financial information.
The following unaudited pro forma financial
information of ArvinMeritor is incorporated by
reference from pages 95-100 of the Registration
Statement:
(i) Introductory note;
(ii) Unaudited Pro Forma Combined Statement of Operations for the
six months ended March 31, 2000;
(iii) Unaudited Pro Forma Combined Statement of Operations for the
twelve months ended September 30, 1999;
(iv) Notes to Unaudited Pro Forma Combined Statement of
Operations;
(v) Unaudited Pro Forma Combined Balance Sheet as of
March 31, 2000; and
(vi) Notes to Unaudited Pro Forma Combined Balance Sheet.
(c) Exhibits.
2. Agreement and Plan of Reorganization, dated
as of April 6, 2000, by and among Meritor,
ArvinMeritor and Arvin is incorporated
herein by reference from Appendix A to the
Registration Statement.
23. Consent of PricewaterhouseCoopers LLP, independent
accountants.
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99. Press release of ArvinMeritor dated July 10, 2000.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
ARVINMERITOR, INC.
(Registrant)
By /s/ Vernon G. Baker, II
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Vernon G. Baker, II
Senior Vice President,
General Counsel and
Secretary
Dated: July 10, 2000
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EXHIBIT INDEX
Sequentially
Exhibit Numbered
Number Description Page
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2 Agreement and Plan of Reorganization, dated as of
April 6, 2000, by and among Meritor, ArvinMeritor
and Arvin is incorporated herein by reference from
Appendix A of the Registration Statement.
23 Consent of PricewaterhouseCoopers LLP, independent
accountants.
99 Press release of ArvinMeritor dated July 10, 2000.
