As filed with the Securities Exchange Commission on August 4, 2000.
Registration No. 333 -
------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
FORM S-3
Registration Statement
Under
The Securities Act of 1933
_______________________
ARVINMERITOR, INC.
(Exact name of registrant as specified in its charter)
Indiana 38-3354643
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
2135 West Maple Road
Troy, Michigan 48084-7186
(248) 435-1000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
Vernon G. Baker, II
Senior Vice President, General Counsel and Secretary
ArvinMeritor, Inc.
2135 West Maple Road
Troy, Michigan 48084-7186
(248) 435-1000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
With a copy to:
Frederick L. Hartmann
Schiff Hardin & Waite
6600 Sears Tower
Chicago, Illinois 60606-6473
(312) 258-5000
___________________________
Approximate Date of Commencement of Proposed Sale to the Public:
From time to time after the Registration Statement becomes effective.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please
check the following box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, other than securities offered only in
connection with dividend or interest reinvestment plans, check the
following box. [x]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for
the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. [ ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===================================================================================================================
Proposed Proposed
Amount maximum maximum
Title of each class of to be offering price aggregate Amount of
securities to be registered registered per share (1) offering price (1) registration fee
--------------------------- ---------- -------------- ------------------ ----------------
<S> <C> <C> <C> <C>
Common Stock, $1 par value (including
associated preferred share purchase 14,000 $15.72 $220,080 $59
rights)
===================================================================================================================
</TABLE>
(1) Based upon $15.72 per share, the average of the high and low
sales prices of the Common Stock as reported on the New York
Stock Exchange on August 1, 2000. (See Rules 457(c) and 457(h)
of the Securities Exchange Act of 1933).
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states
that this Registration Statement will thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933 or until
this Registration Statement shall become effective on such date as the
Commission acting pursuant to said Section 8(a) may determine.
SUBJECT TO COMPLETION - DATED AUGUST __, 2000
PROSPECTUS
ARVINMERITOR, INC.
14,000 Shares
Common Stock, $1 Par Value
ARVINMERITOR, INC. EMPLOYEE SAVINGS PLAN
This Prospectus relates to shares of common stock of ArvinMeritor,
Inc. which may be offered and sold under the ArvinMeritor, Inc. Employee
Savings Plan to Plan participants who ceased to be employees of Arvin
Industries, Inc. and its subsidiaries on or prior to July 7, 2000.
Our common stock is traded on the New York Stock Exchange under the
symbol "ARM". On August 1, 2000, the closing sale price of the common
stock on the New York Stock Exchange was $15.50 per share.
The mailing address and telephone number of ArvinMeritor's
principal executive offices are: 2135 West Maple Road, Troy, Michigan
48084-7186; telephone: (248) 435-1000.
This Prospectus should be retained for future reference.
__________________________________________
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed
upon the accuracy or adequacy of this prospectus. Any representation to
the contrary is a criminal offense.
__________________________________________
The date of this Prospectus is August __, 2000
The information in this prospectus is not complete and may be changed.
We may not sell these securities until the registration statement filed
with the Securities and Exchange Commission is effective. This
prospectus is not an offer to sell these securities and is not
soliciting an offer to buy these securities in any state where the offer
or sale is not permitted.
You should rely only on the information provided or incorporated by
reference in this Prospectus. The information in this Prospectus is
accurate as of the date on these documents, and you should not assume
that it is accurate as of any other date.
TABLE OF CONTENTS
Page
-----
ARVINMERITOR, INC. . . . . . . . . . . . . . . . . . . . . . . . . 4
WHERE YOU CAN FIND MORE INFORMATION . . . . . . . . . . . . . . . 5
ARVINMERITOR, INC. EMPLOYEE SAVINGS PLAN PROSPECTUS . . . . . . . . 5
APPENDIX DATED JULY 19, 2000 TO PROSPECTUS AND SUMMARY PLAN
DESCRIPTION DATED SEPTEMBER 6, 1997 . . . . . . . . . . . . . . . 8
APPENDIX DATED SEPTEMBER 6, 1997 TO PROSPECTUS AND SUMMARY PLAN
DESCRIPTION DATED SEPTEMBER 12, 1997 . . . . . . . . . . . . . . 12
ARVINMERITOR, INC. EMPLOYEE SAVINGS PLAN PROSPECTUS AND SUMMARY PLAN
DESCRIPTION DATED SEPTEMBER 12, 1997 . . . . . . . . . . . . . . 14
1. INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . 14
2. ELIGIBILITY . . . . . . . . . . . . . . . . . . . . . . . . 14
3. DEPOSITS . . . . . . . . . . . . . . . . . . . . . . . . . . 14
What deposits are made into my Employee Savings Plan
accounts? . . . . . . . . . . . . . . . . . . . . . . . . . 14
3.1 Regular Deposits . . . . . . . . . . . . . . . . . . . 14
3.2 Optional Deposits . . . . . . . . . . . . . . . . . . . 15
3.3 Matching Contributions . . . . . . . . . . . . . . . . 15
3.4 Rollover Contributions . . . . . . . . . . . . . . . . 15
3.5 Starting, Changing or Stopping Deposits . . . . . . . . 16
4. ACCOUNTS . . . . . . . . . . . . . . . . . . . . . . . . . . 16
What accounts are my deposits put in? . . . . . . . . . . . 16
4.1 Taxed Deposits Account & Tax-Deferred Deposits Account 16
4.2 Matching Contributions Account . . . . . . . . . . . . 17
4.3 Rollover Deposits Account . . . . . . . . . . . . . . . 17
5. INVESTMENTS . . . . . . . . . . . . . . . . . . . . . . . . 17
How is my money invested once it is deposited into my
accounts? . . . . . . . . . . . . . . . . . . . . . . . . . 17
5.1 Investment of Taxed Deposits, Tax-Deferred Deposits,
and Rollover Deposits Accounts . . . . . . . . . . . . 17
5.2 Changing Investment Allocations . . . . . . . . . . . . 17
5.3 Investment of Matching Contributions . . . . . . . . . 17
5.4 Special Rules for Arvin Stock . . . . . . . . . . . . . 18
5.5 Savings Plan Trust . . . . . . . . . . . . . . . . . . 18
5.6 Description of Investment Funds . . . . . . . . . . . . 18
5.7 Growth Potential . . . . . . . . . . . . . . . . . . . 20
5.8 Vesting in Your Accounts . . . . . . . . . . . . . . . 21
2
6. DISTRIBUTION UPON TERMINATION . . . . . . . . . . . . . . . 21
When do I receive the money in my Arvin Employee Savings
Plan accounts? . . . . . . . . . . . . . . . . . . . . . . . 21
6.1 Entitlement to 100% Distribution . . . . . . . . . . . 21
6.2 Payment Methods . . . . . . . . . . . . . . . . . . . . 21
6.3 Rollovers . . . . . . . . . . . . . . . . . . . . . . . 22
7. WITHDRAWALS . . . . . . . . . . . . . . . . . . . . . . . . 22
Can I withdraw money from my accounts before I leave the
Company or retire? . . . . . . . . . . . . . . . . . . . . . 22
7.1 Withdrawal Guidelines . . . . . . . . . . . . . . . . . 22
7.2 Withdrawals for Participants Over Age 59-1/2 . . . . . 22
7.3 Withdrawals from Taxed Deposits and Rollover Deposits
Accounts - Under 59-1/2 . . . . . . . . . . . . . . . . 23
7.4 Withdrawals from Tax-Deferred Deposits Account - under
59-1/2 . . . . . . . . . . . . . . . . . . . . . . . . 23
7.5 Tax Penalty for Withdrawal . . . . . . . . . . . . . . 23
7.6 Withdrawals from Matching Contributions Account . . . . 24
7.7 Is the Withdrawal Necessary? . . . . . . . . . . . . . 24
8. ENROLLMENT . . . . . . . . . . . . . . . . . . . . . . . . . 24
How do I enroll in the Employee Savings Plan? . . . . . . . 24
9. CLAIMING BENEFITS . . . . . . . . . . . . . . . . . . . . . 25
What do I do if I think I have a right to a benefit that the
Company is denying me? . . . . . . . . . . . . . . . . . . . 25
9.1 The Original Claim . . . . . . . . . . . . . . . . . . 25
9.2 If the Claim is Denied . . . . . . . . . . . . . . . . 25
10. OTHER PLAN FACTS . . . . . . . . . . . . . . . . . . . . . . 26
What else do I need to know about the Employee Savings
Plan? . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
10.1 Limits on Deposits . . . . . . . . . . . . . . . . . . 26
10.2 Transfers . . . . . . . . . . . . . . . . . . . . . . . 26
10.3 Qualified Domestic Relations Orders . . . . . . . . . . 26
10.4 Mental Incompetence . . . . . . . . . . . . . . . . . . 26
10.5 Arvin's Right to Amendment, Modification, or
Termination . . . . . . . . . . . . . . . . . . . . . . 26
10.6 Non-applicability of PBGC Guarantee . . . . . . . . . . 27
10.7 "Top-heavy" provisions . . . . . . . . . . . . . . . . 27
10.8 Military Leave . . . . . . . . . . . . . . . . . . . . 27
10.9 Plan Participation not Guarantee of Employment . . . . 27
10.10 ERISA . . . . . . . . . . . . . . . . . . . . . . . . 27
11. WHAT ARE THE FEDERAL TAX CONSEQUENCES ASSOCIATED WITH THE
PLAN? . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
11.1 Tax Consequences of Contributions to the Plan . . . . . 28
3
11.2 Limitation on Before Tax Contributions . . . . . . . . 28
11.3 In-Service Withdrawals . . . . . . . . . . . . . . . . 28
11.4 Distribution of a Participant's Entire Account Balance 29
11.5 Additional Taxes . . . . . . . . . . . . . . . . . . . 33
11.6 Special Situations . . . . . . . . . . . . . . . . . . 33
11.7 Tax Consequences to the Company . . . . . . . . . . . . 33
11.8 Federal Estate Taxes . . . . . . . . . . . . . . . . . 33
11.9 Employees Should Consult Their Tax Advisors . . . . . . 33
12. YOUR RIGHTS UNDER ERISA . . . . . . . . . . . . . . . . . . 34
13. GENERAL INFORMATION ABOUT THE PLAN . . . . . . . . . . . . . 35
LIMITATION OF LIABILITY . . . . . . . . . . . . . . . . . . . . . 37
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . 37
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . 37
EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . 38
4
ARVINMERITOR, INC.
On July 7, 2000, Arvin Industries, Inc. ("Arvin") and Meritor
Automotive, Inc. ("Meritor") merged to form a new company,
ArvinMeritor, Inc. (the "Company").
Meritor was a global manufacturer and supplier of a broad range
of components and systems for commercial, specialty and light vehicle
original equipment manufacturers and the aftermarket, with 68
manufacturing facilities located in 23 countries. Meritor had
approximately 19,000 employees engaged in manufacturing, research,
sales and administration activities at facilities located around the
world. In its fiscal year ended September 30, 1999, Meritor had total
sales of approximately $4.5 billion.
Arvin was a focused international manufacturer and supplier of
automotive parts with 53 manufacturing facilities and six technical
centers located in 16 countries, excluding non-consolidated
businesses. Arvin had approximately 17,500 employees worldwide. In
its fiscal year ended January 2, 2000, Arvin had total sales of
approximately $3.1 billion.
Upon completion of the merger on July 7, 2000, the corporate
existence of each of Meritor and Arvin terminated, and the business of
the Company is the combined businesses previously conducted by Meritor
and Arvin. The fiscal year of the Company will end on September 30 of
each year.
The Company is an Indiana corporation with its corporate
headquarters in Troy, Michigan and operating headquarters around the
world. The Company intends to become a premier global supplier of a
broad range of integrated systems, modules and components for light
vehicle, commercial truck trailer and specialty original equipment
manufacturers and related aftermarkets.
In the merger, each share of Arvin common stock was converted
into the right to receive one share of Common Stock of the Company,
plus $2.00 in cash. Accordingly, each share of Arvin common stock
held in the Arvin Common Stock Fund under the Plan has been converted
into one share of Company Common Stock, plus $2.00 in cash. The cash
consideration received as part of the merger consideration that is
attributable to Arvin common stock held in Matching Contributions
Accounts has been invested in additional shares of Company Common
Stock. The cash consideration received as part of the merger
consideration that is attributable to Arvin common stock held in Tax-
Deposit Accounts and Rollover Deposit Accounts has been invested in
additional shares of the Company Common Stock, but may be reinvested
in other investment funds pursuant to a participant's investment
election.
AS A RESULT OF THE MERGER, THE ARVIN EMPLOYEE SAVINGS PLAN WAS
RENAMED THE ARVINMERITOR, INC. EMPLOYEE SAVINGS PLAN. ALL REFERENCES
5
IN THE PLAN AND THE SUMMARY PLAN DESCRIPTION TO ARVIN ARE NOW
REFERENCES TO THE COMPANY AND ALL REFERENCES IN THE PLAN AND SUMMARY
PLAN DESCRIPTION TO ARVIN COMMON STOCK ARE NOW REFERENCES TO COMMON
STOCK OF THE COMPANY, PAR VALUE $1 PER SHARE ("COMMON STOCK"). EXCEPT
AS DESCRIBED BELOW, ALL OF THE TERMS OF THE PLAN WILL CONTINUE TO
APPLY.
WHERE YOU CAN FIND MORE INFORMATION
The Company files annual, quarterly and current reports, proxy
statements and other information with the SEC. You may read and copy
any document we file at the SEC's public reference rooms in
Washington, D.C., New York, New York and Chicago, Illinois. Please
call the SEC at 1-800-SEC-0330 for further information on the public
reference rooms. Our SEC filings are also available to the public at
the SEC's web site at http://www.sec.gov.
The SEC allows us to "incorporate by reference" into this
prospectus the information we file with it, which means that we can
disclose important information to you by referring you to those
documents. The information incorporated by reference is considered to
be part of this prospectus, and later information that we file with
the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future
filings made with the SEC under Section 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934 until our offering is completed:
1. The Annual Report on Form 10-K of Meritor for the fiscal year
ended September 30, 1999;
2. The Quarterly Reports on Form 10-Q of Meritor for the quarterly
periods ended December 31, 1999 and March 31, 2000;
3. The Current Reports on Form 8-K of Meritor dated April 14, 2000
and June 15, 2000;
4. The Current Report on Form 8-K of the Company dated July 10,
2000;
5. The description of our common stock contained in our Registration
Statement on Form S-4/A (File No. 333-35448); and
6. The description of our Rights contained in our Registration
Statement on Form 8-A12B dated July 10, 2000.
You may request a copy of these filings at no cost, by writing to
or telephoning us at the following address:
6
ArvinMeritor, Inc.
One Noblitt Plaza, Box No. 3000
Columbus, Indiana 47202-3000
Tel: (812) 379-3000
Attn: Director, Compensation and Benefits
You should rely only on the information incorporated by reference
or provided in this prospectus. We have not authorized anyone else to
provide you with different information. We are not making an offer of
these securities in any state where the offer is not permitted. You
should not assume that the information is this prospectus is accurate
as of any date other than the date on the front of the document.
ARVINMERITOR, INC. EMPLOYEE SAVINGS PLAN PROSPECTUS
The prospectus for the ArvinMeritor, Inc. Employee Savings Plan
includes (i) the Appendix dated July 19, 2000 to the Employee Savings
Plan Prospectus and Summary Plan Description dated September 12, 1997,
(ii) the Appendix dated September 6, 1997 to the Employee Savings Plan
Prospectus and Summary Plan Description dated September 12, 1997, and
(iii) the Employee Savings Plan Prospectus and Summary Plan
Description dated September 12, 1997.
NOTE: REFERENCES IN THE APPENDIX DATED SEPTEMBER 6, 1997 AND THE
SEPTEMBER 12, 1997 EMPLOYEE SAVINGS PLAN PROSPECTUS AND SUMMARY PLAN
DESCRIPTION TO ARVIN AND ARVIN COMMON STOCK NOW REFER TO THE COMPANY
AND THE COMPANY'S COMMON STOCK.
7
APPENDIX
THIS DOCUMENT CONSTITUTES PART OF A SECTION 10(A) PROSPECTUS COVERING
SECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
ARVINMERITOR, INC. EMPLOYEE SAVINGS PLAN
(Formerly the Arvin Employee Savings Plan)
Appendix dated July 19, 2000
to
Prospectus and Summary Plan Description dated
September 6, 1997
This Appendix provides certain current and updated information
regarding the Plan identified above, which is fully described in the
Prospectus and Summary Plan Description to which this Appendix
relates. Capitalized terms in this Appendix have the same meaning
assigned in the Prospectus and Summary Plan Description.
Merger
------
Effective July 7, 2000, Meritor Automotive, Inc. ("Meritor") and Arvin
Industries, Inc. ("Arvin") merged to form a new company, ArvinMeritor,
Inc. (the "Company"). As a result of the merger, the Arvin Employee
Savings Plan was renamed the ArvinMeritor Employee Savings Plan. All
references in the Plan and the Summary Plan Description to Arvin
common stock are now references to common stock of the Company, par
value $1 per share ("Common Stock"). Except as described below, all
of the terms of the Plan will continue to apply.
In the merger, each share of Arvin common stock was converted into the
right to receive one share of Common Stock of the Company, plus $2.00
in cash. Accordingly, each share of Arvin common stock held in the
Arvin Common Stock Fund under the Plan has been converted into one
share of Company Common Stock, plus $2.00 in cash. The cash
consideration received as part of the merger consideration that is
attributable to Arvin common stock held in Matching Contributions
Accounts has been invested in additional shares of Company Common
Stock. The cash consideration received as part of the merger
consideration that is attributable to Arvin common stock held in Tax-
Deposit Accounts and Rollover Deposit Accounts has been invested in
additional shares of Company Common Stock, but may be reinvested in
other investment funds pursuant to the participant's investment
election.
Financial Information
---------------------
Certain information regarding the performance of the Funds described
below has been extracted from materials provided to Arvin and the
8
Company by the Funds. Neither Arvin nor the Company has made any
independent review of the accuracy of this information and,
accordingly, makes no warranty or representation concerning this
information. Performance information related to an investment in the
Funds will be updated periodically and can be obtained from the
ArvinMeritor Retirement Service Center.
Stable Value Fund
-----------------
The Fund has experienced annual returns, after deduction for Fund
expenses and asset based fees, of 6.5%, 6.3%, 6.2% and 1.5% for 1997,
1998, 1999 and year to date through March 31, 2000; respectively.
Additional information is included in its annual report and product
description, copies of which can be obtained from the ArvinMeritor
Retirement Service Center.
Dodge & Cox Balanced Fund
-------------------------
The Fund has experienced annual returns, after deduction for Fund
expenses and asset based fees, of 21.4%, 6.7%, 12.0% and 1.3% for
1997, 1998, 1999 and year to date through March 31, 2000;
respectively. Additional information is included in its annual report
and prospectus, copies of which can be obtained from the ArvinMeritor
Retirement Service Center.
S&P 500 Stock Index Fund
------------------------
The Fund has experienced annual returns, after deduction for Fund
expenses and asset based fees, of 33.5%, 28.5%, 21.0% and 2.3% for
1997, 1998, 1999 and year to date through March 31, 2000;
respectively. Additional information is included in its annual report
and prospectus, copies of which can be obtained from the ArvinMeritor
Retirement Service Center.
Franklin Small Cap Growth Fund
------------------------------
The Fund has experienced annual returns, after deduction for Fund
expenses and asset based fees, of 15.8%, -0.2%, 96.9% and 13.7% for
1997, 1998, 1999 and year to date through March 31, 2000;
respectively. Additional information is included in its annual report
and prospectus, copies of which can be obtained from the ArvinMeritor
Retirement Service Center.
Templeton Foreign I Fund
------------------------
The Fund has experienced annual returns, after deduction for Fund
expenses and asset based fees, of 6.7%, -4.8%, 39.3% and -5.7% for
9
1997, 1998, 1999 and year to date through March 31, 2000;
respectively. Additional information is included in its annual report
and prospectus, copies of which can be obtained from the ArvinMeritor
Retirement Service Center.
Common Stock Fund
-----------------
The Fund, based on Arvin Common Stock, has experienced annual
returns, after deduction for Fund expenses and asset based fees and
inclusion of dividends, of 38.2%, 27.8%, -30.3% and -19.3% for 1997,
1998, 1999 and year to date through March 31, 2000; respectively.
Effective as of July 7, 2000, the Fund performance will be based on
the Company Common Stock.
AVAILABLE INFORMATION
The Company has filed a Registration Statement on Form S-3 (the
"Registration Statement") with the Securities and Exchange Commission
covering up to 14,000 shares of its Common Stock, to be offered and
sold under the Plan to Plan participants who ceased to be employees of
Arvin and its subsidiaries on or prior to July 7, 2000.
The Company will provide, without charge, to each person eligible to
participate in the Plan, upon written or oral request, (i) a copy of
any of the documents which are incorporated by reference in the
Registration Statement, other than the exhibits to such documents
(unless such exhibits are specifically incorporated by reference into
the information that the Registration Statement incorporates) and (ii)
a copy of its Annual Report to Shareholders for its most recent fiscal
year. The documents incorporated by reference in the Registration
Statement are hereby specifically incorporated by reference in this
Prospectus. Request for copies of such documents should be directed
to the Director, Compensation and Benefits, at ArvinMeritor, Inc. One
Noblitt Plaza, Box No. 3000, Columbus, Indiana 47202-3000, telephone
(812) 379-3000.
GENERAL INFORMATION ABOUT THE PLAN
Name of Plan: ArvinMeritor, Inc. Employee Savings
Plan
Name and addresses of employers ArvinMeritor, Inc.
employees are covered by the plan: One Noblitt Plaza
Box No. 3000
Columbus, Indiana 47202-3000
A list of participating
subsidiaries, including addresses
and employer identification
numbers, may be obtained from the
Plan Administrator.
10
Employer identification number 38-3354643
of ArvinMeritor, Inc.
Plan number: 007
Type of plan: Defined Contribution Savings Plan
Fiscal year of the plan January 1 through December 31
(the plan year):
Plan Administrator: Administrative Committee
ArvinMeritor, Inc.
One Noblitt Plaza
Box No. 3000
Columbus, Indiana 47202-3000
Plan Trustee: Northern Trust Company
50 South LaSalle Street
Ninth Floor
Chicago, Illinois 60675
Agent for legal services: Service of legal process may be
made upon the plan administrator or
the plan trustee.
11
NOTE: REFERENCES IN THIS APPENDIX TO THE SEPTEMBER 12, 1997
EMPLOYEE SAVINGS PLAN PROSPECTUS AND SUMMARY PLAN DESCRIPTION TO ARVIN
AND ARVIN COMMON STOCK NOW REFER TO THE COMPANY AND THE COMPANY'S
COMMON STOCK.
APPENDIX
THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES
THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.
ARVIN EMPLOYEE SAVINGS PLAN
Appendix dated September 6, 1997
to
Prospectus and Summary Plan Description dated
September 12, 1997
This Appendix provides certain current information regarding the
Plan identified above, which is fully described in the Prospectus and
Summary Plan Description to which this Appendix relates. Capitalized
terms in this Appendix have the same meaning assigned in the
Prospectus and Summary Plan Description.
Financial Information
---------------------
Certain information regarding the performance of the Funds described
below has been extracted from materials prepared by and supplied to
Arvin by the Funds. Arvin has not made any independent review of the
accuracy of this information and, accordingly, makes no warranty or
representation concerning this information. Performance information
related to an investment in the Funds will be updated periodically and
can be obtained from the Plan Administrator.
Stable Value Fund
-----------------
The Fund has experienced annual returns, after deduction for Fund
expenses and asset based fees, of 6.9%, 6.9%, 6.0% and 3.2% for 1994,
1995, 1996 and year to date through June 30, 1997; respectively.
Additional information is included in its annual report, a copy of
which can be obtained from the Plan Administrator.
Dodge & Cox Balanced Fund
-------------------------
The Fund has experienced annual returns, after deduction for Fund
expenses and asset based fees, of 2.0%, 28.1%, 14.9% and 12.2% for
1994, 1995, 1996 and year to date through June 30, 1997; respectively.
Additional information is included in its annual report, a copy of
which can be obtained from the Plan Administrator.
12
S&P 500 Stock Index Fund
------------------------
The Fund has experienced annual returns, after deduction for Fund
expenses and asset based fees, of 1.1%, 37.2%, 22.8% and 20.3% for
1994, 1995, 1996 and year to date through June 30, 1997; respectively.
Additional information is included in its annual report, a copy of
which can be obtained from the Plan Administrator.
Franklin Small Cap Growth Fund
------------------------------
The Fund has experienced annual returns, after deduction for Fund
expenses and asset based fees, of 9.0%, 39.6%, 27.1% and 7.9% for
1994, 1995, 1996 and year to date through June 30, 1997; respectively.
Additional information is included in its annual report, a copy of
which can be obtained from the Plan Administrator.
Templeton Foreign I Fund
------------------------
The Fund has experienced annual returns, after deduction for Fund
expenses and asset based fees, of 0.4%, 11.2%, 18.0% and 11.2% for
1994, 1995, 1996 and year to date through June 30, 1997; respectively.
Additional information is included in its annual report, a copy of
which can be obtained from the Plan Administrator.
Arvin Common Stock Fund
-----------------------
The Fund has experienced annual returns, after deduction for Fund
expenses and asset based fees and inclusion of dividends, of -25.8%, -
26.3%, 55.2% and 16.3% for 1994, 1995, 1996 and year to date through
June 30, 1997; respectively. Additional information is included in
its annual report, a copy of which can be obtained from the Plan
Administrator.
13
NOTE: REFERENCE IN THIS DOCUMENT TO ARVIN AND ARVIN COMMON STOCK
NOW REFER TO THE COMPANY AND THE COMPANY'S COMMON STOCK
ARVINMERITOR, INC. EMPLOYEE SAVINGS PLAN PROSPECTUS AND
SUMMARY PLAN DESCRIPTION
Dated September 12, 1997
1. INTRODUCTION
The Employee Savings Plan is for hourly employees of Arvin and
Arvin's participating affiliates and subsidiaries. It was first
introduced in 1991. Since that time it has been amended to make
its provisions more responsive to your savings needs.
The Employee Savings Plan encourages you to save a part of your
pay for long-range financial goals, such as additional retirement
income. As you save, your employer will also contribute money
for your future, with some distinct tax advantages not possible
if you were paid the additional money as part of your normal
wages. All money in the Employee Savings Plan is invested by
professional investment managers - again with some tax advantages
you might not enjoy if you were handling the investments by
yourself
In short, the Employee Savings Plan helps you save for your
future with some benefits not available through a personal
savings program, such as a bank savings account or a credit
union.
PARTICIPATION IN THE EMPLOYEE SAVINGS PLAN IS ENTIRELY VOLUNTARY. IN
CONSIDERING WHETHER OR NOT TO PARTICIPATE IN THE EMPLOYEE SAVINGS
PLAN, ELIGIBLE EMPLOYEES SHOULD KEEP IN MIND THAT INVESTING IN
SECURITIES INVOLVES A CERTAIN RISK OF LOSS. THE VALUE OF ANY COMMON
STOCK OR OTHER SECURITIES TO BE PURCHASED WITH EMPLOYEE SAVINGS PLAN
CONTRIBUTIONS MAY GO DOWN AS WELL AS UP, AND ARVIN CANNOT AND DOES NOT
ASSUME ANY RESPONSIBILITY FOR POSSIBLE LOSSES BECAUSE OF SUCH PRICE
FLUCTUATIONS.
2. ELIGIBILITY
You become eligible to participate in the Employee Savings Plan
when you become employed as a hourly employee of Arvin or by any
of the participating subsidiaries and divisions.
3. DEPOSITS
What deposits are made into my Employee Savings Plan accounts?
3.1 Regular Deposits
The first type of deposit, a Regular Deposit, comes directly from
your paychecks. After you determine what your savings needs are,
you decide whether to deposit 1%, 2%, 3%, 4%, 5%, or 6% of your
14
pay into your account. Your deposits will automatically be
deducted from your paychecks.
For purposes of the Employee Savings Plan, your pay includes
wages, salary, commissions, bonuses, and overtime. It does not
include reimbursed or nonreimbursed expenses and extraordinary
nonrecurring income nor does it include compensation earned
before a merger or consolidation with the Company by a person who
becomes an employee because of the merger or consolidation.
3.2 Optional Deposits
If you want to save more than 6% of your pay through the Employee
Savings Plan, you may make Optional Deposits. Optional Deposits,
like Regular Deposits, are automatically deducted from your
paychecks. You decide the value of Optional Deposits as well.
They may be from 1% to 10% of your yearly pay (in whole percent
increments). When Optional Deposits are combined with Regular
Deposits, they allow you to save a total of up to 16% of your pay
through the Employee Savings Plan.
If you authorize something less than 10% of your pay as Optional
Deposits, once a year you may make a lump sum payment to bring
your total Optional Deposits year-to-date to the maximum 10%
allowed by the plan subject to IRS regulations or limitations on
maximum contributions, provided that under no circumstances can
the lump sum payment (when aggregated with your other deposits
and Company contributions) exceed 25% of your adjusted Employee
Savings Plan year compensation.
3.3 Matching Contributions
Each calendar quarter the Company will match your Regular
Deposits (but not Optional Deposits) at the rate of 25%. Thus,
for example, if you contribute 6%, the Company will match with
1.5%.
You are eligible for a quarterly Matching Contribution from the
Company in every calendar quarter in which you make Regular
Deposits, as long as the deposits have not been withdrawn as of
the last day of the same quarter. You will also receive a
Matching Contribution for such calendar quarter in which you
retire, die or become disabled even if you are not employed on
the last day of the same quarter. Matching Contributions are
credited to your account as of the last day of the quarter.
Matching contributions are invested in Arvin Common Stock.
3.4 Rollover Contributions
If you participated in another qualified savings plan before
enrolling in the Employee Savings Plan, you may be permitted to
make rollover contributions from that plan to the Employee
15
Savings Plan. For more information, you should check with the
Plan Administrator.
3.5 Starting, Changing or Stopping Deposits
When you decide to enroll in the Employee Savings Plan, you
decide what percentage of your pay your Regular Deposits will be.
You may choose to make Optional Deposits at this time as well, or
you can wait and have them start at the beginning of a later
payroll period. To start your Optional Deposits later, you must
give your personnel office written notice of your decision before
the start of the payroll period in which you want the change to
take place.
You may change the percentage of your Regular Deposits and
Optional Deposits as of the beginning of a payroll period. You
may stop making Regular Deposits altogether as of the beginning
of a payroll period. If you do, your Optional Deposits will stop
at the same time. You may also stop just your Optional Deposits,
and your Regular Deposits will continue. To make any of these
changes, you must follow the procedures established by the Plan
Administrator.
If you want to resume Regular Deposits or Optional Deposits, you
must follow the procedures established by the Plan Administrator.
4. ACCOUNTS
What accounts are my deposits put in?
4.1 Taxed Deposits Account & Tax-Deferred Deposits Account
You may elect for your Regular Deposits and/or Optional Deposits
to be made before income tax ("Before Tax Contributions") or to
be made after being subject to income taxes ("After Tax
Contributions").
If your Regular Deposits and/or your Optional Deposits are After
Tax Contributions, they will be deposited in your Taxed Deposits
Account. If your Regular Deposits and/or your Optional
Contributions are Before Tax Contributions, they will be
deposited in your Tax Deferred Deposits Account. As long as the
money remains deposited in your Tax-Deferred Deposits Account,
you do not pay taxes on it or on its earnings (subject to certain
distribution requirements more fully described in Section 7).
You do, however, pay taxes on the money when you choose to
withdraw it from your Tax-Deferred Deposits Account.
You decide if your Regular and Optional Deposits are Before Tax
Contributions, After Tax Contributions or a combination of the
two. Also, if you choose to make a yearly lump sum Optional
Deposit instead of or in addition to having Optional Deposits
deducted from your paychecks, that one yearly Optional Deposit
16
must be an After Tax Contribution. For more information, check
with the Plan Administrator.
4.2 Matching Contributions Account
The Matching Contributions that the Company makes are deposited
into your Matching Contributions Account.
4.3 Rollover Deposits Account
If you are permitted to make rollover contributions to the
Employee Savings Plan from another tax qualified plan, these
deposits are made into your Rollover Deposits Account. For more
information, you should check with the Plan Administrator.
5. INVESTMENTS
How is my money invested once it is deposited into my accounts?
5.1 Investment of Taxed Deposits, Tax-Deferred Deposits, and
Rollover Deposits Accounts
Your Taxed Deposits, Tax-Deferred Deposits, and Rollover Deposits
Accounts will be invested in one or more of a number of
investment funds chosen by the Administrative Committee.
You decide how your Deposits are to be invested. You can
allocate your investment in 5% increments among the funds made
available by the Company. You decide how you want all of your
currently existing Accounts to be invested and how you want all
of your future Deposits to be invested. You will receive a
quarterly statement updating you on the status of your accounts.
For more information about your investment fund options, contact
the Plan Administrator.
5.2 Changing Investment Allocations
You can change the way your various Deposit Accounts are invested
by filing an election form with the Plan Administrator. You can
choose to transfer 5% increments (up to 100%) of each of your
Deposit Accounts from any fund to any other fund or funds.
You can change, in 5% increments, the way your future Deposits
are invested. By following the Employee Savings Plan procedures,
you may elect to have future Deposits to your Taxed Deposits and
Tax-Deferred Deposits Accounts invested in any of the investment
funds in 5% increments or exclusively in one of the funds.
5.3 Investment of Matching Contributions
All of the Company's deposits in your Matching Contributions
Account will be invested in Arvin Common Stock as part of the
17
Arvin Common Stock Fund. The value of the Matching Contributions
Account will depend on the market value of the Arvin Common
Stock. Because the price of the Arvin Common Stock can go up or
down, the value of your Matching Contributions Account may go up
or down also.
5.4 Special Rules for Arvin Stock
After you reach age 60, you will be permitted to transfer amounts
invested in the Arvin Common Stock to another fund by notifying
the Administrative Committee. The amount which may be
transferred is limited to the following amount:
First Year 20%
Second Year 25%
Third Year 33 1/3%
Fourth Year 50%
Fifth Year 100%
As a holder of Arvin Common Stock, you have the right to tell the
trustee how to vote the shares of Arvin Common Stock in your
Matching Contributions Account on each matter brought before an
annual or special stockholders meetings of Arvin. The trustee
will give you a proxy before the meeting so that you can make
your voting election. The trustee is required to keep your
voting instructions in strict confidence and may not divulge them
to anyone, including officers or employees of Arvin.
5.5 Savings Plan Trust
Your Deposits and Matching Contributions are held in the Arvin
Savings Plan Trust. The trustee currently, the Northern Trust
Company, invests your Deposits as you direct, in the multiple
investment funds offered through the Employee Savings Plan. The
trustee invests Matching Contributions in Arvin Common Stock.
The value of your Accounts will vary from time to time, not only
because of additional deposits and contributions that are made to
them, but also because of the investment activity of the trust
fund. In other words, your investments can earn gains and suffer
losses. Your Accounts in the Employee Savings Plan are credited
with your share of investment gains and losses.
5.6 Description of Investment Funds
The Employee Savings Plan offers a number of investment options
(or "Funds") for your Before Tax and After Tax Contributions,
each offering varying degrees of risk. You can spread your
Before Tax and After Tax Contributions and Matching Contributions
among the investment Funds in any combination of five percent
(5%) multiples that you choose. A description of the Funds is
set forth below:
18
Stable Value Fund
-----------------
This Fund's primary goal is the stability and safety of
principal, with a secondary goal of achieving a high current rate
of return. The Fund invests in fixed income securities
including, but not limited to, U.S. Treasury and Agency
Securities, asset-backed securities and guaranteed investment
contracts. Since stability of principal is the primary
objective, this Fund is considered to have a low risk profile.
Dodge & Cox Balanced Fund
-------------------------
This Fund seeks to balance the multiple objectives of regular
income, conservation of principal and an opportunity for long-
term growth of principal. The term "balanced fund" refers to the
allocation of investments between equity and fixed income
securities (excluding any securities issued by Arvin Industries,
Inc.). The Fund is considered to have a moderate risk profile.
S&P 500 Stock Index Fund
------------------------
The objective of the Fund is to mirror the investment returns of
the Standard & Poor's 500 Index Fund. While this Fund invests
solely in common stock, it is reasonably well diversified. As
such, the Fund exhibits moderate to high risk characteristics.
Franklin Small Cap Growth Fund
------------------------------
The objective of this Fund is to attain long-term capital growth
by investing in equity securities of small capitalization growth
companies. The conditions which give these companies high growth
potential also make them more risky. Thus, this Fund is
considered a high risk investment.
Templeton Foreign I Fund
------------------------
This Fund seeks primarily long term capital growth by investment
outside the United States. While the Fund invests primarily in
common stock, it may also invest in preferred stock and fixed
income securities. Since the Fund's assets are spread over
multiple countries and currencies, the investment profile is one
of a well diversified equity portfolio. As such, this Fund is
considered a moderate to high risk investment.
19
Arvin Common Stock Fund
-----------------------
The goal of this Fund is to buy and hold common stock of Arvin
Industries, Inc. with dividends reinvested. Since this Fund
invests solely in the equity of one company, it is expected to
exhibit more volatility than a diversified equity portfolio and
is therefore considered a high risk investment.
More detailed information about performance of each investment
option is contained in the Appendix to this Summary Plan
Description and in each Fund's prospectus or annual report. You
should read these documents carefully before making any decisions
about investing in the Funds.
5.7 Growth Potential
To give you an idea of how much your investments in the Employee
Savings Plan could grow, the following example has been
developed, using the following assumptions:
- Your Regular Deposits total $1,000 per year.
- The Company matches those Regular Deposits at 25%, or $250
per year.
- Your investment returns average 7% per year.
- You invest in the Employee Savings Plan for 40 years.
<TABLE>
<CAPTION>
Starting Regular Matching Year End Total with
Year Balance + Deposit + Deposit = Total + Interest = Interest
---- ------------ - ------- - -------- - -------- - -------- - ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 -- + $1,000.00 + $250.00 = $1,250.00 + $43.75 = $1,293.75
2 $1,293.75 + $1,000.00 + $250.00 = $2,543.75 + $134.31 = $2,678.06
3 $2,678.06 + $1,000.00 + $250.00 = $3,928.06 + $231.21 = $4,159.28
4 $4,159.28 + $1,000.00 + $250.00 = $5,409.28 + $334.90 = $5,744.18
5 $5,744.18 + $1,000.00 + $250.00 = $6,994.18 + $445.84 = $7,440.02
10 $15,496.52 + $1,000.00 + $250.00 = $16,746.52 + $1,128.51 = $17,875.03
15 $29,174.69 + $1,000.00 + $250.00 = $30,424.69 + $2,085.98 = $32,510.67
20 $48,359.04 + $1,000.00 + $250.00 = $49,609.04 + $3,428.88 = $53,037.92
25 $75,266.07 + $1,000.00 + $250.00 = $76,516.07 + $5,312.37 = $81,828.44
30 $113,004.57 + $1,000.00 + $250.00 = $114,254.57 + $7,954.07 = $122,208.64
35 $165,934.78 + $1,000.00 + $250.00 = $167,184.78 + $11,659.18 = $178,843.96
40 $240,172.13 + $1,000.00 + $250.00 = $241,422.13 + $16,855.80 = $258,277.93
</TABLE>
In this example, even though only $40,000 of the employee's pay
was deposited into the employee's accounts, the Company's
Matching Contributions and investments allowed those savings to
grow to over $258,000. OF COURSE, THERE IS NO GUARANTEE THAT THE
RETURN WILL BE 7%. RETURNS COULD BE HIGHER OR LOWER, AND THERE
COULD EVEN BE INVESTMENT LOSSES.
20
5.8 Vesting in Your Accounts
From the first day of your Plan participation, you always have
the full right to the value of your Taxed Deposits, Tax-Deferred
Deposits, Rollover Deposits and Matching Contributions Accounts.
This means you are fully vested in your deposits, plus or minus
investment gains or losses. However, all contributions are
subject to the withdrawal restrictions for active employees
discussed in Section 8: WITHDRAWALS.
6. DISTRIBUTION UPON TERMINATION
When do I receive the money in my Arvin Employee Savings Plan
accounts?
6.1 Entitlement to 100% Distribution
You (or your beneficiary) will become immediately entitled to
distribution of 100% of your Taxed Deposits, Tax-Deferred
Deposits, Rollover Deposits and Matching Contributions Accounts
if any of the following events happen:
* you leave the Company before your retirement age,
* you reach age 60 and retire or leave the Company
* if the Administrative Committee determines that you have become
disabled because of a mental or physical incapacity resulting
from personal injury or sickness, and you are unable to perform
work at your regular job, or you die.
The Administrative Committee will make a final determination on
questions of disability, after reviewing medical evidence it
considers necessary.
The government requires that distribution begin no later that
than the April 1st following the later of the calendar year in
which your employment is terminated or in which you reach age 70-
1/2.
6.2 Payment Methods
If you want to name someone other than your spouse as your
beneficiary, your spouse must give consent by signing the
election form in the presence of an authorized Employee Savings
Plan representative or notary. If you die while you are still
actively employed, your beneficiary will receive the amounts held
in your Accounts. The normal form of distribution because of
death is a lump sum.
When you leave the Company for any reason other than death, you
will receive your Taxed Deposits, Tax-Deferred Deposits, and
Matching Contributions Accounts in single lump sum distribution
21
as soon as practicable after your termination. However,
distribution will not be made before you reach age 70-1/2 without
your prior consent if the value of your Accounts exceeds $3,500
or, beginning January 1, 1998, $5,000. If the value of your
account is less than $3,500, or, if applicable, $5,000, your
Accounts will be distributable as soon as practicable after your
termination of employment.
If you either retire or become disabled and you do not want
payments to be made by the normal method, you may reject it in
writing and choose another method. During a reasonable period of
time before you become eligible for benefits, you will have the
opportunity to discuss the different methods of payment available
to you.
The balance held in the Arvin Common Stock Fund will be paid to
you in cash or shares of Common Stock in accordance with your
election.
6.3 Rollovers
In most cases, you will be permitted to have the taxable portion
of your distribution transferred to another tax qualified
retirement plan and/or individual retirement account. More
information will be provided to you by your personnel department
before your Employee Savings Plan distributions begin.
7. WITHDRAWALS
Can I withdraw money from my accounts before I leave the Company
or retire?
7.1 Withdrawal Guidelines
The Employee Savings Plan is intended for long-term savings. It
is not a bank or credit union. The IRS requires penalties on
withdrawals from savings plans such as this one in return for the
tax advantages you get by being able to defer taxes on earnings,
Before Tax Contributions and Matching Contributions.
If you want to make a withdrawal, you must apply for the
withdrawal in accordance with procedures established by the
Administrative Committee. Payment will be made promptly after
the application is received and if it is approved. A maximum of
two withdrawals is allowed in any calendar year. Also, if you
make a withdrawal, the Company will not make Matching
Contributions of your Regular Deposits for the quarter in which
the withdrawal is made.
7.2 Withdrawals for Participants Over Age 59-1/2
If you are an employee over age 59-1/2 you may withdraw deposits
and earnings from both your Taxed Deposits Account and Tax-
22
Deferred Deposits Account. If you withdraw Tax-Deferred Deposits
and! or earnings, you must pay taxes on those earnings for the
year in which you receive the money. Taxes cannot be postponed
to retirement.
7.3 Withdrawals from Taxed Deposits and Rollover Deposits
Accounts - Under 59-1/2
If you are an employee under age 59-1/2, you may withdraw
deposits from your Taxed Deposits and Rollover Deposits Account.
Withdrawal amounts will be charged against your Taxed Deposits
Account first and against your Rollover Deposits Account second.
Also, early withdrawal of your Rollover Deposits Account may
result in the penalties described in Section 8.5 below.
7.4 Withdrawals from Tax-Deferred Deposits Account - under 59-
1/2
If you are under age 59-1/2, you may make withdrawals from your
Tax-Deferred Deposits (but not earnings) in your Tax-Deferred
Deposits Account in cases of "financial hardship". You will be
asked to document the reasons for this type of withdrawal, and it
must be approved by the Administrative Committee that acts
according to IRS regulations.
The Administrative Committee considers you to be in a state of
"financial hardship" if you have an immediate and heavy financial
need as a result of:
* Post-secondary tuition expenses for the next twelve months for
you, your spouse, or your dependent child.
* Unreimbursed medical expense for you, your spouse, or your
dependent child.
* Purchase of your primary residence.
* The need to prevent your eviction from your principal residence
or foreclosure on the mortgage of your principal residence.
In determining the amount available for withdrawal, the
Administrative Committee can take into account the tax
consequences of the distribution.
7.5 Tax Penalty for Withdrawal
When you receive a withdrawal from your Tax-Deferred Deposits
Account, you will owe income taxes on the full value of the
amount paid out of your Tax-Deferred Account. In addition to
ordinary income tax, tax laws generally require that you pay a
10% Penalty Tax if you receive all or part of your Tax-Deferred
Deposits Account before:
23
* age 59-1/2
* retirement or termination on or after age 55;
* disability; or
* death.
However, the 10% penalty tax does not apply to life-expectancy
installment payments, rollovers into IRAs or other qualified
plans, distributions for medical expenses over 7.5% of your
income, and qualified domestic relations order payments.
7.6 Withdrawals from Matching Contributions Account
No withdrawals are permitted from your Matching Contributions
Account.
7.7 Is the Withdrawal Necessary?
Clearly, you should think very carefully before withdrawing any
money from the Employee Savings Plan.
* Remember, the Employee Savings Plan is primarily designed to help
you save for long term financial goals. Money withdrawn from the
Employee Savings Plan has no chance to grow through trust
investment.
* If you make a withdrawal, the Company will not make a Matching
Contribution for the quarter in which the withdrawal was made.
* If you withdraw any Before Tax Contributions or earnings from the
Employee Savings Plan, you must pay taxes on those amounts in the
year in which you receive the money.
* In certain cases, tax laws impose a 10% penalty tax on
withdrawals in addition to regular income taxes.
8. ENROLLMENT
How do I enroll in the Employee Savings Plan?
If you want to participate in the Employee Savings Plan, your
personnel office has enrollment forms, on which you must
authorize your automatic payroll deductions for Regular Deposits
and, if you wish, for Optional Deposits. You will be asked at
the same time to name a beneficiary - the person to whom you
would like your accounts paid if you should die after you begin
saving through this plan but before you become eligible for final
payments. If you have been married for at least 120 days, your
spouse automatically is your beneficiary. If you want to name
someone other than your spouse as your beneficiary, your spouse
must give consent by signing the beneficiary designation in the
24
presence of an authorized Employee Savings Plan representative or
notary. If you are single, you may name anyone as your
beneficiary, and you may change your beneficiary at a later date.
If you do not enroll when you first become eligible, you may do
so as of the first date of any subsequent payroll period.
9. CLAIMING BENEFITS
What do I do if I think I have a right to a benefit that the
Company is denying me?
9.1 The Original Claim
You (or your beneficiary) may file a claim for a benefit you feel
you are entitled to receive. The claim must be in writing
(preferably on a form provided by your personnel office) and
filed with your personnel office.
9.2 If the Claim is Denied
You or your beneficiary will be notified in writing if a claim
has been denied in whole or in part, within 90 days after it is
received (unless an extension of up to 90 additional days is
needed for processing). The notice will explain the reasons for
the denial, referring to the pertinent Employee Savings Plan
provisions on which the denial is based and describing any
additional information needed to reevaluate the claim.
Information will also be included to explain how to appeal the
denial. If you are not satisfied with the explanations given in
the denial, you, or your beneficiary, or an authorized
representative, may appeal the decision and, within 60 days after
receipt of the denial, make a written request to the
Administrative Committee for a review. You, your beneficiary, or
your representative may examine pertinent Employee Savings Plan
documents and submit issues and comments in writing to the
Administrative Committee. The notice of its decision within 60
days after it receives the request for a review (unless an
extension of time, not to exceed 60 additional days, is needed).
This notice will explain the reason or reasons for the
Administrative Committee's final decision and refer to the
pertinent Employee Savings Plan provisions on which the decision
is based.
25
10. OTHER PLAN FACTS
What else do I need to know about the Employee Savings Plan?
10.1 Limits on Deposits
As required by law, there is a limit on your deposits to the
Employee Savings Plan. For the most part, these limits apply to
higher-paid employees. You will be notified if they affect you.
The Internal Revenue Code sets a maximum that you can save
through Before Tax Contributions. The limitation in 1997 is
$9,500, and it is subject to change every year.
10.2 Transfers
If you are transferred to salary status, or if you are
transferred (in any employment status) to a subsidiary or a
division that does not participate in the Employee Savings Plan,
you will not be able to make Regular or Optional Deposits to the
Plan, and the Company will not make Matching Contributions. Your
existing Account balances, however, will continue to share in the
investment earnings on a tax-deferred basis.
10.3 Qualified Domestic Relations Orders
When your benefit is paid to you, it is yours to use as you wish.
Until that time, though, you may not sell, transfer, or promise
to another person any part of your interest in your accounts.
However, if you become divorced or separated, certain court
orders could require that part of your benefit be paid to someone
else - your spouse or children, for example. This is known as a
qualified domestic relations order. As soon as you are aware of
any court proceedings which may affect your Employee Savings Plan
benefit, contact the Plan Administrator. Similarly, the Company
may not use any of the money in the trust fund for any purpose
other than the sole benefit of participants and their
beneficiaries.
10.4 Mental Incompetence
If you are declared mentally incompetent and unable to handle
your own affairs, the Administrative Committee will make benefit
payments to your legal representative or to a relative who is
able to act on your behalf
10.5 Arvin's Right to Amendment, Modification, or Termination
Arvin expects the Employee Savings Plan to be permanent, but
reserves the right to amend, modify, or terminate the plan at any
time. The Employee Savings Plan might be merged or consolidated
or plan assets be transferred to another plan. You will continue
to have full rights to all of your Accounts and, if your employer
26
is still a participating employer, your participation will
continue. However, if you are not employed by a participating
employer after the merger, consolidation or transfer, your
Employee Savings Plan participation will end.
10.6 Non-applicability of PBGC Guarantee
Benefits provided by the Employee Savings Plan are not insured
under the plan termination insurance provision of the Employee
Retirement Income Security Act of 1974 (ERISA). ERISA
established the Pension Benefit Guaranty Corporation (PBGC) to
guarantee a certain level of benefit payments if a plan covered
by the insurance is terminated. The PBGC insures only defined
benefit plans, plans which promise a definite amount of
retirement benefit according to a formula. Defined contribution
plans, such as this one, are ones in which final benefits are
determined by the amounts of contributions to, and the investment
activity of your accounts in the trust fund, not by a formula.
For that reason, PBGC coverage is not applicable to the Employee
Savings Plan.
10.7 "Top-heavy" provisions
Special plan provisions go into effect if the Employee Savings
Plan becomes "top-heavy". This means more than 60% of the
Savings Plan's assets are for "key employees," such as certain
company officers or owners. It is unlikely that this will
happen. If it does, you will be notified if it affects you.
10.8 Military Leave
The Administrative Committee will apply the provisions of the
Uniformed Services Employment and Reemployment Rights Act of 1994
("USERRA") with respect to any participant who is reemployed
after completing covered military service in a manner consistent
with the USERRA and all other applicable law and regulations.
You should contact the personnel department as to your rights
following military service.
10.9 Plan Participation not Guarantee of Employment
Nothing in the Employee Savings Plan says or implies that
participation is a guarantee or assurance of continued employment
with the Company.
10.10 ERISA
Other than the funding provisions and Title IV of ERISA, the
Savings Plan is subject to all the provisions of ERISA, including
the participation, vesting, fiduciary responsibility and
reporting and disclosure provisions which require that each
participant in the Employee Savings Plan be provided with a
27
summary plan description. The funding provisions, which provide
for minimum contributions to fund accrued pension benefits, and
Title IV, which provides federal guarantees for certain pension
benefits, are not applicable to profit-sharing plans, such as the
Employee Savings Plan, that have individual accounts for each
participant, because the interest of each participant is always
measured by the balance of his account, rather than in terms of a
fixed predetermined pension benefit. The Employee Savings Plan
is an "individual account plan" because the interest of each
individual is accounted for separately in the records of the
Employee Savings Plan.
11. WHAT ARE THE FEDERAL TAX CONSEQUENCES ASSOCIATED WITH THE PLAN?
11.1 Tax Consequences of Contributions to the Plan
Under existing federal income tax laws, Before Tax Contributions
contributed to the Employee Savings Plan by a Participant are not
includible in the Participant's income for federal income tax
purposes at the time such amounts are contributed. Similarly,
any Matching Contributions made by the Company to a Participant's
Accounts under the Employee Savings Plan and any earnings
(including dividends, interest income, etc.) credited to a
Participant's Accounts under the Employee Savings Plan are not
included in a Participant's income for federal income tax
purposes at the time such amounts are contributed or credited
under the Employee Savings Plan.
11.2 Limitation on Before Tax Contributions.
The Internal Revenue Code imposes limits on the annual amount of
Before Tax Contributions that may be made by a Participant under
the Employee Savings Plan (or any other tax qualified plan) in a
calendar year. The annual limit for 1997 is nine thousand five
hundred dollars ($9,500). Participants will be informed annually
of any increase in the annual limit due to the inflation
adjustment permitted by the Internal Revenue Service. To the
extent a Participant's Before Tax Contributions exceed the annual
limit, the excess amount will be included in the Participant's
gross income for the calendar year to which the Before Tax
Contribution relates. If a Participant with excess Before Tax
Contributions is a Participant in more than one (1) tax qualified
retirement plan that permits before tax contributions, the
Participant must notify each plan as to the portion of the excess
to be allocated with respect to each such plan.
11.3 In-Service Withdrawals.
A Participant who makes a withdrawal that does not qualify as a
lump sum distribution (see Section 11.4) below for the definition
of a "lump sum distribution") will be taxed at ordinary income
tax rates on the amount by which: (i) the amount of cash and the
28
fair market value of the Arvin Common Stock distributed to the
Participant exceeds (ii) the sum of: (A) and that the amount of
the After Tax Contributions that are deemed withdrawn under the
"pro-rata recovery rules" described below; and (B) the excess of
the fair market value of the Arvin Common Stock that is
distributed to the Participant and is attributable to such
Participant's After Tax Contributions (other than income on such
After Tax Contributions) over the cost or other basis thereof to
the Employee Savings Plan. Under the pro-rata recovery rules,
any After Tax Contributions withdrawn are allocated propor-
tionately between the After Tax Contributions and investment
earnings attributable to After Tax Contributions. If a
Participant makes a withdrawal before 2000 that qualifies as a
lump sum distribution, it will be eligible for the favorable tax
consequences described in paragraph (d)(v) below. The amount of
a withdrawal may also be subject to a ten percent (10%) penalty
tax, as described in Section 11.3 below, and will generally be
subject to the mandatory federal income tax withholding rules
described below.
11.4 Distribution of a Participant's Entire Account Balance.
(a) General Rules.
In general, a distribution (other than of amounts deemed to
consist of After Tax Contributions as discussed above in
Section 11.2) to a Participant (or a Participant's
beneficiary) of his Account balance under the Employee
Savings Plan will be taxable as ordinary income in the year
of receipt and may be subject to an additional ten percent
(10%) penalty tax (see below). As described below, if a
distribution qualifies as an "eligible rollover
distribution," a Participant (or a deceased Participant's
spouse) may defer current taxation of all or a part of the
distribution by rolling over the taxable portion of the
distribution into an eligible retirement plan. A
distribution before 2000 that qualifies as a lump-sum
distribution or includes Arvin Common Stock is subject to
special tax rules, as described below.
The Committee is required to withhold as federal income tax
twenty percent (20%) of the amount of an "eligible rollover
distribution" (as defined below) made to a Participant (or
spouse of a deceased Participant) unless that Participant
transfers the eligible rollover distribution in a "direct
rollover" to another qualified employee retirement plan that
accepts rollover contributions or to an IRA. Under current
law, all distributions and withdrawals from the Employee
Savings Plan to a Participant or spouse of a deceased
Participant (or the former spouse of a Participant pursuant
to a qualified domestic relations order) generally will be
treated as "eligible rollover distributions," except for:
29
(A) amounts representing After Tax Contributions; (B)
certain required minimum distributions beginning at age
seventy and one-half (70-1/2); (C) periodic payments made
over the Participant's lifetime, the lifetimes of the
Participant and beneficiary or a period of ten (10) years or
more; or (D) certain corrective distributions of Before Tax
Contributions made to employees in order to comply with
limits imposed by the Code.
A Participant (or spouse) may avoid the twenty percent (20%)
federal income tax withholding on an eligible rollover
distribution by electing to have that eligible rollover
distribution transferred by direct rollover to another
qualified employee retirement plan that is a defined
contribution plan and that accepts rollovers or to an IRA.
On the other hand, a Participant (or spouse) who elects to
receive directly an eligible rollover distribution will
generally receive only eighty percent (80%) of the gross
amount of that distribution. The net amount received may
then be rolled over (see subparagraph (iii) below) into an
IRA or another qualified employee retirement plan that
accepts rollover contributions; however, in order to avoid
current federal income tax on the gross amount of the
eligible rollover distribution, the Participant or spouse
would need to supply from his or her personal funds an
amount equal to the twenty percent (20%) federal income tax
that was withheld.
There are several detailed rules that apply to direct
rollovers of eligible rollover distributions. Each
Participant (or spouse) who becomes entitled to an eligible
rollover distribution will be provided with a more detailed
written explanation of the federal income tax consequences
of eligible rollover distributions and the circumstances in
which direct rollovers, can be made.
(b) Lump-sum Distributions.
In general, a lump-sum distribution is a distribution of a
Participant's entire Account balances under the Employee
Savings Plan (and any other tax qualified savings or thrift
plan sponsored by the Company) within a single calendar year
that is made on account of termination of employment, death
or after the Participant attained age fifty-nine and one-
half (59-1/2) or became disabled.
(c) Rollovers.
A Participant (or the spouse of a deceased Participant or a
Participant's former spouse who is an alternate payee under
a qualified domestic relations order) may avoid current
taxation on any portion of an eligible rollover distribution
30
that is rolled over into an IRA or another qualified
employee retirement plan that accepts rollover
contributions.
A tax-free rollover is accomplished by transferring the
amount being rolled over to the IRA or qualified plan not
later than sixty (60) calendar days after receipt of the
distribution. The rollover may include shares of Arvin
Common Stock received in the distribution if the Participant
(or an alternate payee spouse or the spouse of a deceased
Participant) so desires. In lieu of rolling over shares of
Arvin Common Stock, a Participant (or an alternate payee
spouse or a deceased Participant's spouse) may sell all or a
portion of such Arvin Common Stock and roll over the
proceeds instead of the Arvin Common Stock, provided the
rollover occurs within sixty (60) calendar days of the
distribution. Even if the sales price of the Arvin Common
Stock differs from the fair market value of the Arvin Common
Stock on the date of distribution, no gain or loss is
recognized to the extent the sales proceeds are rolled over.
In certain circumstances where less than all of the proceeds
from the sale of Arvin Common Stock are rolled over, it may
be advantageous for tax purposes to designate the Arvin
Common Stock to which the proceeds that are rolled over are
attributable. Distributions to spouses of deceased
Participants may only be rolled over into IRAs.
(d) Five (5) Year and Ten (10) Year Averaging.
If a Participant's distribution qualifies as a lump-sum
distribution and the Participant has been a Participant in
the Employee Savings Plan for at least five (5) years (the
five (5) year participation requirement does not apply to
beneficiaries of deceased Participants), it may qualify for
tax treatment called "five (5) year averaging," which may
result in significant tax savings. In general, in order to
be eligible for five (5) year averaging, the Participant
with respect to whom the distribution is made must have
attained age fifty-nine and one-half (59-1/2) on or before
the date of the distribution. The five (5) year averaging
rule may be used only once with respect to a Participant.
Except for the transitional rule described in the next
paragraph, the special five (5) year averaging rules will no
longer be available after 1999.
There is an exception to the general rule that special
treatment for lump-sum distributions is only available with
respect to Participants who have attained age fifty-nine and
one-half (59-1/2). If a Participant attained age fifty (50)
by January 1, 1986, the Participant (or the Participant's
beneficiary) may, in general, elect to use either the five
(5) year averaging provisions (using the tax rates in effect
31
in the year of distribution) or special ten (10) year
averaging provisions (using the 1986 tax rates). Only one
election is available with respect to a Participant and, if
made, eliminates the ability to elect five (5) year (or ten
(10) year) averaging after age fifty-nine and one-half (59-
1/2).
Amounts rolled over into an IRA are not eligible for five
(5) year or ten (10) year averaging upon distribution from
the IRA. In addition, if any part of the lump-sum
distribution is rolled over into an IRA or another qualified
employee retirement plan, the remainder of the distribution
is not eligible for five (5) year or ten (10) year
averaging.
(e) Special Rules Applicable to Common Stock.
If a distribution to a Participant or beneficiary that
qualifies as a lump-sum distribution (as described above)
includes Arvin Common, an amount equal to the excess (if
any) of the fair market value of the Arvin Common Stock on
the date of the distribution over the cost or other basis of
the Arvin Common Stock to the Plan (the excess is referred
to as "net unrealized appreciation") is not includible in
the income of the Participant or beneficiary, unless the
Participant or beneficiary elects otherwise on his income
tax return.
If net unrealized appreciation on Arvin Common Stock is
excluded from the taxable income of a Participant or
beneficiary under the rules described above for lump-sum
distributions, the tax basis of the shares for determining
taxable gain or loss upon a subsequent sale or exchange of
the Arvin Common Stock is the cost or other basis of the
shares to the Employee Savings Plan. Any gain on the
subsequent sale or exchange of such Arvin Common Stock is
taxed as a short-term, mid-term or long-term capital gain
(depending on the total time period in which the distributed
shares of Arvin Common Stock was held by the Employee
Savings Plan and by the Participant or beneficiary) to the
extent of, and not to exceed, any net unrealized
appreciation at the time of distribution. Any additional
gain in excess of the amount of net unrealized appreciation
at the time of distribution is taxed as a long-term, mid-
term or short-term capital gain depending on the holding
period of the shares solely in the hands of the Participant
or beneficiary. Any loss on a subsequent sale of Arvin
Common Stock is taxed as short-term mid-term or long-term
capital loss depending on the holding period of the shares
in the hands of the Participant or beneficiary.
32
11.5 Additional Taxes.
If a Participant receives a distribution or makes a withdrawal
before the Participant attains age fifty-nine and one-half (59-
1/2), a ten percent (10%) additional penalty tax is imposed on
the taxable portion of the distribution or withdrawal, unless the
distribution or withdrawal is attributable to the disability of
the Participant or occurs after the death of the Participant or
after the Participant terminates his employment after attaining
age fifty-five (55). The ten percent (10%) penalty tax does not
apply to the extent a distribution or withdrawal does not exceed
the amount of certain deductible medical expenses. The ten
percent (10%) penalty tax does not apply to that part of a
distribution or withdrawal that is deemed under the federal
income tax laws to be After Tax Contributions. The ten percent
(10%) penalty tax also will not apply if the distribution is
rolled over in a timely manner, as described above.
11.6 Special Situations.
Special rules with respect to eligibility for five (5) year and
ten (10) year averaging apply in certain circumstances to
Participants whose Accounts under the Employee Savings Plan are
subject to qualified domestic relations orders or who return to
work for an Employer after receiving a distribution and become
vested in previously forfeited benefits under the Plan. You
should contact the Administrative Committee if you think these
rules may apply to you.
11.7 Tax Consequences to the Company.
The Company is entitled to a federal income tax deduction with
respect to amounts contributed by the Company to the Plan.
11.8 Federal Estate Taxes.
The balance in a Participant's Accounts attributable to Before
Tax Contributions, After Tax Contributions, Matching
Contributions and earnings must be included in the gross estate
of the Participant for federal estate tax purposes upon his or
her death. If the distributee is the Participant's spouse, to
the extent of the amount included in the Participant's gross
estate, an unlimited marital deduction may be available.
11.9 Employees Should Consult Their Tax Advisors.
THE DISCUSSION OF FEDERAL TAX CONSEQUENCES IS ONLY A SUMMARY,
DOES NOT PURPORT TO BE COMPLETE AND, AMONG OTHER THINGS, DOES NOT
COVER STATE AND LOCAL TAX TREATMENT OF PARTICIPATION IN THE
EMPLOYEE SAVINGS PLAN. IN ADDITION, THE RULES REGARDING TAXATION
OF DISTRIBUTION AND WITHDRAWALS ARE COMPLICATED AND CHANGE
PERIODICALLY, AND DIFFERENCES IN PARTICIPANTS' FINANCIAL
33
SITUATIONS MAY CAUSE FEDERAL, STATE AND LOCAL TAX CONSEQUENCES OF
PARTICIPATION IN THE EMPLOYEE SAVINGS PLAN TO VARY. THEREFORE,
EACH PARTICIPANT IN THE EMPLOYEE SAVINGS PLAN SHOULD CONSULT HIS
OWN ACCOUNTANT, LEGAL COUNSEL OR OTHER FINANCIAL ADVISOR
REGARDING THE TAX CONSEQUENCES OF PARTICIPATION IN THE EMPLOYEE
SAVINGS PLAN.
12. YOUR RIGHTS UNDER ERISA
As a Participant in the Employee Savings Plan, you are entitled
to certain rights and protections under ERISA. ERISA provides
that all Employee Savings Plan Participants are entitled to:
Examine, without charge, at the Administrative Committee's
office and at other specified locations such as worksites,
all Employee Savings Plan documents, including copies of all
Employee Savings Plan documents filed by the Administrative
Committee with the U.S. Department of Labor, such as
detailed annual reports.
Obtain copies of all Employee Savings Plan documents and
other Employee Savings Plan information upon written request
to the Administrative Committee. The Administrative
Committee may make a reasonable charge for the copies.
Receive a summary of the Employee Savings Plan's annual
financial report. The Administrative Committee is required
by law automatically to furnish each participant with a copy
of this summary annual report at no charge.
In addition, each Participant will automatically receive:
A summary of any material changes made to the Employee
Savings Plan, within 210 days after the end of the Employee
Savings Plan year in which the changes are made.
A completely updated summary description of the Employee
Savings Plan every five years, if changes in the Employee
Savings Plan are made after the date of this Prospectus.
A complete summary description of the Employee Savings Plan
every ten years, even if no changes are made.
In addition to creating rights for Employee Savings Plan
Participants, ERISA imposes duties upon the people who are
responsible for the operation of employee benefit plans. The
people who operate the Employee Savings Plan, called
"fiduciaries" of the Employee Savings Plan, have a duty to do so
prudently and in the interest of you and the other Employee
Savings Plan Participants and your spouse or other beneficiaries.
No one, including your employer or any other person, may fire you
or otherwise discriminate against you in any way to prevent you
34
from obtaining a vested Employee Savings Plan benefit or
exercising your rights under ERISA. If your written claim for a
Employee Savings Plan benefit is denied in whole or in part, you
must receive a written explanation of the reasons for the denial.
You have the right to have the Administrative Committee review
and reconsider your written claim.
Under ERISA, there are steps you can take to enforce the above
rights. For instance, if you request in writing materials from
the Administrative Committee and do not receive them within
thirty (30) days after the Administrative Committee received your
written request, you may file suit in a federal court. In such a
case, the court may require the Administrative Committee to
provide the materials and pay you up to one hundred dollars
($100) a day until you receive the materials, unless the
materials were not sent because of reasons beyond the control of
the Administrative Committee. If you have a written claim for
Employee Savings Plan benefits that is denied or ignored, in
whole or in part, you may file suit in a state or federal court.
If it should happen that Employee Savings Plan fiduciaries misuse
the Employee Savings Plan's money or if you are discriminated
against for asserting your rights, you may seek assistance from
the U.S. Department of Labor or you may file suit in a federal
court. The court will decide who should pay court costs and
legal fees. If you are successful in your lawsuit, the court may
order the person you have sued to pay these costs and fees. If
you lose the lawsuit, the court may, under certain circumstances,
order you to pay these costs and fees (for example, if it finds
your claim is frivolous or without merit).
If you have any questions about your Employee Savings Plan, you
should contact the Administrative Committee. If you have any
questions about this statement or about your rights under ERISA,
you should contact the nearest Area Office of the U.S. Labor-
Management Services Administration, Department of Labor.
13. GENERAL INFORMATION ABOUT THE PLAN
Name of Plan: Employee Savings Plan
Name and addresses of employers Arvin Industries, Inc.
whose employees are covered by One Noblitt Plaza
the plan: Box Number 3000
Columbus, Indiana 47202-3000
A list of participating
subsidiaries, including addresses
and employer identification
numbers, may be obtained from the
Plan Administrator.
35
Employer identification number 35-0550190
of Arvin Industries, Inc.:
Plan number: 007
Type of plan: Defined Contribution Savings Plan
Fiscal year of the plan (the January 1 through December 31
plan year):
Plan Administrator: Administrative Committee
Arvin Industries, Inc.
One Noblitt Plaza
Box Number 3000
Columbus, Indiana 47202-3000
(812) 379-3000
Plan Trustee: Northern Trust Company
50 South LaSalle Street
Ninth Floor
Chicago, Illinois 60675
Agent for legal services: Service of legal process may be
made upon the plan administrator
or the plan trustee.
36
LIMITATION OF LIABILITY
Neither the Company, Arvin, Meritor, nor any of their agents
(including Arvin or Meritor if it is acting as such) in administering
the Plan shall be liable for any act done in good faith or for the
good faith omission to act in connection with the Plan. However,
nothing contained herein shall affect a Participant's right to bring a
cause of action based on alleged violations of federal securities
laws.
USE OF PROCEEDS
The Company does not anticipate that it will realize any net proceeds
from the issuance of its common stock under the Plan.
PLAN OF DISTRIBUTION
The common stock being offered hereby is offered pursuant to the Plan,
the terms of which provide for the issuance of common stock in
connection with investment of participant and employer contributions
to the Plan.
DESCRIPTION OF COMMON STOCK
The Company's certificate of incorporation authorizes the issuance of
500,000,000 shares of Common Stock. The description of the Common
Stock is incorporated by reference into this Prospectus. See "Where
You Can Find More Information" for information on how to obtain a copy
of this description.
EXPERTS
The consolidated financial statements of Arvin as of January 2, 2000
and January 3, 1999 and for each of the three years in the period
ended January 2, 2000 set forth in the Company's Current Report on
Form 8-K dated July 10, 2000 have been incorporated by reference in
this document in reliance on the report of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of said firm, as
experts in auditing and accounting. The consolidated financial
statements of Meritor as of September 30, 1999 and 1998 and for each
of the three years in the period ended September 30, 1999 and the
related financial statement schedule incorporated by reference in this
registration statement from Meritor's Annual Report on Form 10-K for
the fiscal year ended September 30, 1999 have been audited by Deloitte
& Touche LLP, independent auditors, as stated in their reports, which
are incorporated by reference, and have been so incorporated in
reliance upon the reports of such firm given upon their authority as
experts in accounting and auditing.
37
LEGAL MATTERS
Certain legal matters in connection with the Company's common stock
offered hereby have been passed upon for the Company by Schiff Hardin
& Waite, Chicago, Illinois.
38
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The estimated expenses in connection with the offering are as
follows:
Registration fee under the Securities Act . . . . . . . . . $59
Legal fees and expenses . . . . . . . . . . . . . . . . $15,000
Accounting fees and expenses . . . . . . . . . . . . . . $ 5,000
Miscellaneous . . . . . . . . . . . . . . . . . . . . . $15,000
-------
Total . . . . . . . . . . . . . . . . . . $35,059
Item 15. Indemnification of Directors and Officers.
The Indiana Business Corporation Law permits indemnification of
officers, directors, employees and agents against liabilities and
expenses incurred in proceedings if the person acted in good faith and
reasonably believed that (1) in the case of conduct in the person's
official capacity with the corporation, that the person's conduct was
in the corporation's best interests, and (2) in all other cases, that
the person's conduct was at least not opposed to the corporation's
best interests. In criminal proceedings, the person must either have
reasonable cause to believe the conduct was lawful or must have had no
reasonable cause to believe the conduct was unlawful. Unless the
articles of incorporation provide otherwise, indemnification is
mandatory in two instances: (1) a director successfully defends
himself in a proceeding to which the director was a party because the
director is or was a director of the corporation, or (2) it is court
ordered.
Section 8.06 of the Company's Restated Articles of Incorporation
contain provisions authorizing, to the extent permitted under the
Indiana Business Corporation Law and the Company's By-Laws,
indemnification of directors and officers, including payment in
advance of expenses in defending an action and maintaining liability
insurance on such directors and officers. Specifically, the Company's
By-Laws provide that the Company shall indemnify any person who was or
is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil or
criminal, administrative or investigative, formal or informal (an
"Action"), by reason of the fact that such person is or was a
director, officer, employee or agent of the Company, or is or was
serving at the request of the Company as a director, officer,
employee, agent, partner, trustee or member or in another authorized
capacity of or for another corporation, unincorporated association,
business trust, estate, partnership, trust, joint venture, individual
or other legal entity, whether or not organized or formed for profit,
39
against expenses (including attorneys' fees) and judgments, penalties,
fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such Action. The Company also shall
pay, in advance of the final disposition of an Action, the expenses
reasonably incurred in defending such action by a person who may be
entitled to indemnification. Article 8 of the Company's By-Laws and
the appendix thereto entitled "Procedures for Submission and
Determination of Claims for Indemnification Pursuant to Article 8 of
the By-Laws" set forth particular procedures for submission and
determination of claims for indemnification.
The Company's directors and officers are insured against certain
liabilities for actions taken in such capacities, including
liabilities under the Securities Act.
Item 16. Exhibits.
The Exhibits filed herewith are set forth on the Exhibit Index
filed as part of this Registration Statement.
Item 17. Undertakings.
The Company hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20
percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
registration statement; and
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in the
registration statement or any material change to such information
in the registration statement;
40
PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the Registrant pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial BONA FIDE offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
The Company hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the
Company's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the
Company in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final
adjudication of such issue.
41
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Company certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Town of Troy, State of
Indiana, on July 10, 2000.
ARVINMERITOR, INC.
(Registrant)
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 by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Larry D. Yost* Chairman of the Board and July 10, 2000
---------------------- Chief Executive Officer
Larry D. Yost (principal executive officer)
/s/ V. William Hunt* Vice Chairman and President July 10, 2000
---------------------- and Director
V. William Hunt
/s/ Thomas A. Madden* Senior Vice President and July 10, 2000
---------------------- Chief Financial Officer (principal
Thomas A. Madden financial officer)
/s/ William M. Lowe* Vice President and Controller July 10, 2000
---------------------- (principal accounting officer)
William M. Lowe
Director
-----------------------------
Joseph B. Anderson, Jr.
42
Director
----------------------
Donald R. Beall
/s/ Steven C. Beering* Director July 10, 2000
----------------------
Steven C. Beering
/s/ Rhonda L. Brooks* Director July 10, 2000
----------------------
Rhonda L. Brooks
/s/ John J. Creedon* Director July 10, 2000
----------------------
John J. Creedon
/s/ Joseph P. Flannery* Director July 10, 2000
------------------------
Joseph P. Flannery
/s/ Robert E. Fowler, Jr.* Director July 10, 2000
---------------------------
Robert E. Fowler, Jr.
/s/ William D. George, Jr.* Director July 10, 2000
----------------------------
William D. George, Jr.
Director
------------------------
Ivan W. Gorr
/s/ Richard W. Hanselman* Director July 10, 2000
--------------------------
Richard W. Hanselman
/s/ Charles H. Harff* Director July 10, 2000
------------------------
Charles H. Harff
43
/s/ Don J. Kacek* Director July 10, 2000
------------------------
Don J. Kacek
/s/ Victoria B. Jackson* Director July 10, 2000
-------------------------
Victoria B. Jackson
/s/ James E. Marley* Director July 10, 2000
------------------------
James E. Marley
/s/ James E. Perella* Director July 10, 2000
------------------------
James E. Perella
/s/ Harold A. Poling* Director July 10, 2000
------------------------
Harold A. Poling
/s/ Martin D. Walker* Director July 10, 2000
------------------------
Martin D. Walker
*By /s/ Vernon G. Baker, II
-----------------------
Vernon G. Baker, II
Attorney-in-Fact
</TABLE>
44
INDEX TO EXHIBITS
Exhibit Number Description
-------------- -----------
2* Agreement and Plan of Reorganization dated as of April
6, 2000, By and Among Meritor Automotive, Inc., Mu Sub,
Inc. and Arvin Industries, Inc. (incorporated by
reference to Appendix A of the Joint Proxy Statement-
Prospectus contained in the Company's Registration
Statement on Form S-4/A (File No. 333-365448), filed
with the Commission on June 2, 2000).
4.1 Form of ArvinMeritor, Inc. Employee Savings Plan (as
Successor to the Arvin Industries, Inc. Savings Plan).
4.2* Rights Agreement, dated as of July 3, 2000, between the
Company and EquiServe Trust Company, N.A. (incorporated
by reference to Exhibit 1 of the Company's Registration
Statement on Form 8-A12B (Reg. No. 001-15983), filed
with the Commission on July 10, 2000).
5 Opinion of Schiff Hardin & Waite.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Deloitte & Touche LLP.
23.3 Consent of Schiff Hardin & Waite (included in its
opinion filed as Exhibit 5).
24 Power of Attorney.
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* Incorporated by reference.
45
