<PAGE>
RULE NO. 424(b)(5)
REGISTRATION NO. 33-41242
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS SUPPLEMENT DATED FEBRUARY 3, 1994
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED FEBRUARY 3, 1994)
$75,000,000
LOGO ARVIN INDUSTRIES, INC.
% NOTES DUE FEBRUARY 15, 2001
----------------
Interest on the % Notes due February 15, 2001 (the "Notes") is payable
semi-annually on February 15 and August 15, beginning August 15, 1994. The
Notes are not redeemable prior to maturity.
The Notes will be represented by a global security registered in the name of
the nominee of The Depository Trust Company, which will act as the Depository
(the "Depository"). Interests in the Notes will be shown on, and transfers
thereof will be effected only through, records maintained by the Depository and
its participants. Except as described herein, Notes in definitive form will not
be issued.
----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR
THE PROSPECTUS TO WHICH IT RELATES. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C> <C>
PROCEEDS TO
PRICE TO UNDERWRITING ARVIN INDUS-
PUBLIC(1) DISCOUNT(2) TRIES(1)(3)
- ------------------------------------------------------------------------------------------
Per Note......................... % % %
- ------------------------------------------------------------------------------------------
Total............................ $ $ $
- ------------------------------------------------------------------------------------------
</TABLE>
- --------------------------------------------------------------------------------
(1) Plus accrued interest, if any, from February , 1994.
(2) Arvin Industries has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933. See
"Underwriting."
(3) Before deducting expenses payable by Arvin Industries estimated at
$200,000.
----------------
The Notes are offered by the Underwriters, subject to prior sale, when, as
and if issued to and accepted by them, subject to approval of certain legal
matters by counsel for the Underwriters and certain other conditions. The
Underwriters reserve the right to reject orders in whole or in part. It is
expected that delivery of the global Note will be made through the book-entry
facilities of the Depository on or about February , 1994.
----------------
MERRILL LYNCH & CO. LEHMAN BROTHERS
----------------
The date of this Prospectus Supplement is , 1994.
<PAGE>
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE NOTES OFFERED
HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET.
SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
ARVIN INDUSTRIES, INC.
Arvin Industries is a diversified international manufacturing company
supplying automotive parts and a variety of other products and services through
ten operating entities in the U.S. and numerous other parts of the world. Since
its founding in 1919, Arvin Industries has grown through internal development,
acquisitions and joint ventures. In recent years, Arvin Industries' strategy
has been to strengthen its automotive parts businesses by achieving a balance
between sales to both original equipment manufacturers and replacement parts
suppliers on a global basis.
RECENT DEVELOPMENTS
On February 2, 1994, Arvin Industries announced its unaudited operating
results for the fiscal year and the quarter ended January 2, 1994. Annual sales
for fiscal year 1993 were $1.94 billion, compared to annual sales of $1.89
billion for fiscal year 1992. Net earnings for fiscal 1993 were $40.3 million
compared to $39.9 million in 1992 before the cumulative effect of changes in
accounting principles. For the fourth quarter of fiscal 1993, sales were $469
million and net earnings were $10.3 million compared to sales of $455 million
and net earnings of $9.4 million for the comparable period in fiscal 1992.
USE OF PROCEEDS
The net proceeds from the sale of the Notes will be used by Arvin Industries
on March 1, 1994 to redeem in full its 8 3/8% Notes due March 1, 1997, which
notes have been called for redemption and are then redeemable at 100% of their
$75,000,000 aggregate principal amount plus accrued interest. The additional
funds required to effect such redemption will be provided by Arvin Industries
from its general corporate funds. Pending such use, the net proceeds may be
temporarily invested in short-term instruments.
S-2
<PAGE>
SELECTED FINANCIAL DATA
The following selected financial data, insofar as they relate to the fiscal
years 1988 through 1992, have been derived from the Consolidated Financial
Statements of Arvin Industries and should be read in conjunction with the
financial statements and other information and data contained or incorporated
by reference in Arvin Industries' Annual Report on Form 10-K for the fiscal
year ended January 3, 1993. The financial data for the nine-month periods ended
October 4, 1992 and October 3, 1993 have been derived from unaudited
consolidated financial statements which, in the opinion of management, include
all adjustments, consisting only of normal recurring adjustments, necessary for
a fair presentation of the data for the interim periods.
<TABLE>
<CAPTION>
NINE-MONTH
AT OR FOR THE FISCAL YEAR ENDED PERIOD ENDED
---------------------------------------------------------- ----------------------
JAN. 1, DEC. 31, DEC. 30, DEC. 29, JAN. 3, OCT. 4, OCT. 3,
1989 1989 1990(A) 1991(A) 1993 1992(A) 1993
---------- ---------- ---------- ---------- ---------- ---------- ----------
(DOLLARS IN THOUSANDS)
(UNAUDITED)
<S> <C> <C> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS:
Net Sales............... $1,248,227 $1,540,523 $1,687,068 $1,676,365 $1,890,184 $1,435,099 $1,470,714
Costs and Expenses:
Cost of goods sold..... 1,023,794 1,268,465 1,378,164 1,376,392 1,547,603 1,171,739 1,226,261
Selling, operating
general and
administrative........ 146,579 183,918 198,571 204,450 216,509 170,322 157,815
Corporate general and
administrative........ 8,482 9,515 9,707 14,057 14,226 9,341 12,415
Interest expense....... 21,752 42,231 45,154 44,334 40,823 31,128 28,416
Interest income........ (1,767) (2,931) (2,414) (3,219) (2,934) (1,968) (1,784)
Other
(income)/expense,
net................... (6,240) 4,967 916 1,516 7,475 2,882 (1,252)
Restructuring charge... 28,700 -- -- -- -- -- --
---------- ---------- ---------- ---------- ---------- ---------- ----------
1,221,300 1,506,165 1,630,098 1,637,530 1,823,702 1,383,444 1,421,871
---------- ---------- ---------- ---------- ---------- ---------- ----------
Earnings From Continuing
Operations Before
Income Taxes........... 26,927 34,358 56,970 38,835 66,482 51,655 48,843
Income Taxes............ 10,607 14,691 26,451 17,203 26,586 21,155 18,805
---------- ---------- ---------- ---------- ---------- ---------- ----------
Net Earnings From
Continuing Operations.. 16,320 19,667 30,519 21,632 39,896 30,500 30,038
Effect of Changes in
Accounting
Principles(b).......... -- -- -- -- (33,514) (33,514) --
Net Earnings/(Loss)..... $ 3,548 $ 18,415 $ 31,538 $ 22,839 $ 6,382 $ (3,014) $ 30,038
========== ========== ========== ========== ========== ========== ==========
STATEMENT OF FINANCIAL
CONDITION:
Current Assets.......... $ 496,555 $ 512,361 $ 529,752 $ 474,197 $ 468,551 $ 489,564 $ 487,324
Property, Plant and
Equipment, net......... 337,332 355,163 396,058 393,359 407,954 397,393 402,698
Excess of Cost Over
Acquired Net Assets.... 176,567 198,467 194,343 188,977 183,567 185,330 186,516
Other Assets............ 47,687 52,621 68,105 73,886 92,374 97,268 159,665
---------- ---------- ---------- ---------- ---------- ---------- ----------
Total Assets......... $1,058,141 $1,118,612 $1,188,258 $1,130,419 $1,152,446 $1,169,555 $1,236,203
========== ========== ========== ========== ========== ========== ==========
Short-Term Debt......... $ 79,566 $ 94,926 $ 107,505 $ 38,773 $ 20,837 $ 23,676 $ 47,950
Other Current
Liabilities............ 198,188 195,528 233,871 236,980 263,619 260,746 261,870
---------- ---------- ---------- ---------- ---------- ---------- ----------
Total Current
Liabilities......... 277,754 290,454 341,376 275,753 284,456 284,422 309,820
Senior Long-Term Debt... 344,759 332,055 317,736 334,983 292,657 294,312 289,810
Subordinated Long-Term
Debt................... -- -- -- -- 97,526 97,526 97,526
Other Liabilities....... 27,093 37,396 54,497 45,164 79,380 80,057 120,155
Redeemable Preferred
Shares................. -- 100,455 100,455 100,455 -- -- --
Shareholders' Equity.... 408,535 358,252 374,194 374,064 398,427 413,238 418,892
---------- ---------- ---------- ---------- ---------- ---------- ----------
Total Liabilities &
Shareholders'
Equity.............. $1,058,141 $1,118,612 $1,188,258 $1,130,419 $1,152,446 $1,169,555 $1,236,203
========== ========== ========== ========== ========== ========== ==========
Ratio of Earnings to
Fixed Charges(c)....... 2.16 1.75 2.07 1.70 2.28 2.31 2.37
========== ========== ========== ========== ========== ========== ==========
</TABLE>
- --------
(a) Restated for SFAS 109.
(Footnotes continued on the following page)
S-3
<PAGE>
(b) The effect of changes in accounting principles represents the early
adoption of SFAS 106 and SFAS 112 for the fiscal year ended January 3,
1993.
(c) Earnings as used to calculate the ratio of earnings to fixed charges
consist of earnings from continuing operations before income taxes,
adjusted for the portion of fixed charges deducted from such earnings, for
undistributed earnings of less-than-fifty-percent-owned affiliates and for
minority interests in income of majority-owned subsidiaries that have fixed
charges. "Fixed charges" consist of interest on all indebtedness (including
capital lease obligations), amortization of debt expense and the percentage
of rental expense on operating leases deemed representative of the interest
factor.
CAPITALIZATION
The following table sets forth the unaudited short-term debt and
capitalization of Arvin Industries and its consolidated subsidiaries at October
3, 1993, and as adjusted to reflect the issuance of the Notes offered hereby
and the application of the net proceeds thereof as described under "Use of
Proceeds."
<TABLE>
<CAPTION>
OCTOBER 3, 1993
---------------------
ACTUAL AS ADJUSTED
-------- -----------
(DOLLARS IN
THOUSANDS)
<S> <C> <C>
Short-Term Debt (including current maturities of long-
term debt)*............................................. $ 47,950 $ 47,950
======== ========
Long-Term Debt:*
Capitalized lease obligations.......................... $ 1,273 $ 1,273
9 5/8%--10% medium term notes due 1996................. 15,000 15,000
9.97% notes due 1996................................... 50,000 50,000
8 3/8% notes due 1997.................................. 74,876 -0-
9.8%--9.9% medium term notes due 1998.................. 45,000 45,000
10% medium term notes due 2000......................... 49,659 49,659
% Notes due February 15, 2001 offered hereby......... -0- 75,000
9 1/8% sinking fund debentures due 2017................ 46,570 46,570
7 1/2% convertible subordinated debentures due 2014.... 97,526 97,526
Other.................................................. 7,432 7,432
-------- --------
Total long-term debt............................... 387,336 387,460
-------- --------
Shareholders' Equity:
Capital stock:
Common shares ($2.50 par value)...................... 60,150 60,150
Capital in excess of par value......................... 204,072 204,072
Retained earnings...................................... 221,203 221,203
Cumulative translation adjustment...................... (21,676) (21,676)
Common shares in treasury (at cost).................... (44,857) (44,857)
-------- --------
Total shareholders' equity......................... 418,892 418,892
-------- --------
Total capitalization............................. $806,228 $806,352
======== ========
</TABLE>
- --------
*The table above does not reflect the completion, on October 28, 1993, by a
subsidiary of Arvin Industries of a Sterling denominated financing guaranteed
by Arvin Industries. Net proceeds of $47,951,000 were used to repay short-term
debt.
S-4
<PAGE>
DESCRIPTION OF NOTES
The following description of the particular terms of the Notes offered hereby
supplements, and to the extent inconsistent therewith replaces, the description
of the general terms and provisions of the Debt Securities (as defined in the
accompanying Prospectus) set forth under the heading "Description of Debt
Securities" in the accompanying Prospectus, to which description reference is
hereby made. The statements herein concerning the Notes and the AI-Indenture
(as defined below) do not purport to be complete. All such statements are
qualified in their entirety by reference to the accompanying Prospectus and the
provisions of the AI-Indenture, the form of which has been filed with the
Securities and Exchange Commission. All references to Debt Securities in this
Prospectus Supplement refer to Debt Securities to be issued by Arvin
Industries.
GENERAL
The Notes will mature on February 15, 2001 and will be limited to $75,000,000
aggregate principal amount. Each Note will bear interest at % per annum
from February , 1994 or from the most recent interest payment date to which
interest has been paid. Interest will be payable on February 15 and August 15
of each year, commencing August 15, 1994, to the person in whose name a Note is
registered at the close of business on the February 1 or August 1, as the case
may be, preceding such interest payment date.
The Notes will be issued under an Indenture (the "AI-Indenture") dated as of
July 3, 1990, between Arvin Industries and Harris Trust and Savings Bank,
Chicago, Illinois, as trustee. The AI-Indenture is described in more detail in
the accompanying Prospectus. The Notes will be issued only in registered, book-
entry form through the facilities of the Depository, in denominations of $1,000
and integral multiples thereof. The Notes will be unsecured obligations of
Arvin Industries and will rank pari passu with all other unsecured and
unsubordinated indebtedness of Arvin Industries.
The Notes are not redeemable prior to maturity. The Notes will not be
entitled to any sinking fund.
BOOK-ENTRY PROCEDURES
The Notes will be issued in the form of one fully registered global Note (the
"Book-Entry Note"), without coupons, which will be deposited with, or on behalf
of, the Depository and registered in the name of the Depository's nominee.
Except as set forth below, the Book-Entry Note may not be transferred except as
a whole by the Depository to a nominee of the Depository or by a nominee of the
Depository to the Depository or another nominee of the Depository or by the
Depository or any nominee to a successor of the Depository or a nominee of such
successor.
The Depository has advised Arvin Industries and the Underwriters that the
Depository is a limited-purpose trust company organized under the New York
Banking Law, a member of the Federal Reserve System, a "clearing corporation"
within the meaning of the New York Uniform Commercial Code and a "clearing
agency" registered pursuant to the provisions of Section 17A of the Securities
Exchange Act of 1934, as amended. The Depository holds securities for its
participants and facilitates the settlement of securities transactions among
its participants in such securities through electronic book-entry changes in
accounts of the participants, thereby eliminating the need for physical
movement of securities certificates. The Depository's participants include
securities brokers and dealers (including the Underwriters, as defined below),
banks, trust companies, clearing corporations and certain other organizations.
The Depository is owned by a number of its participants and by the New York
Stock Exchange, Inc., the American Stock Exchange and the National Association
of Securities Dealers, Inc. Access to the Depository's book-entry system is
also available to others, such as banks, brokers, dealers and trust companies
that clear through or maintain a custodial relationship with a participant,
either directly or indirectly. Persons who are not participants may
beneficially own securities held by the Depository only through participants.
The Rules applicable to the Depository and its participants are on file with
the Securities and Exchange Commission.
S-5
<PAGE>
Upon the issuance of the Book-Entry Note, the Depository or its nominee will
credit, on its book-entry registration and transfer system, the respective
principal amounts of the Notes represented by the Book-Entry Note to the
accounts of participants. The accounts to be credited will be designated by the
applicable Underwriter. Ownership of beneficial interests in the Book-Entry
Note will be limited to participants or persons that may hold interests through
participants. Ownership of beneficial interests in the Book-Entry Note will be
shown on, and the transfer of that ownership will be effected only through,
records maintained by the Depository or its nominee (with respect to beneficial
interests of participants), or by participants or persons that may hold
interests through participants (with respect to persons other than
participants). The laws of some states may require that certain purchasers of
securities take physical delivery of such securities in certificated form. Such
limits and such laws may impair the ability to transfer beneficial interests in
the Book-Entry Note.
So long as the Depository or its nominee is the registered owner of the Book-
Entry Note, the Depository or such nominee, as the case may be, will be
considered the sole owner or holder of the Notes represented by the Book-Entry
Note for all purposes under the AI-Indenture. Except as provided below, owners
of beneficial interests in the Book-Entry Note will not be entitled to have
Notes represented by such Book-Entry Note registered in their names, will not
receive or be entitled to receive physical delivery of such Notes in definitive
form and will not be considered the owners or holders thereof under the AI-
Indenture.
Principal and interest payments on Notes represented by the Book-Entry Note
will be made by Arvin Industries to the Depository or its nominee, as the case
may be, as the registered owner of the Book-Entry Note. Neither Arvin
Industries, the Trustee, any Paying Agent nor the Security Registrar (as
defined in the AI-Indenture) for the Notes will have any responsibility or
liability for any aspect of the records relating to or payments made on account
of beneficial ownership interests in the Book-Entry Note, or for maintaining,
supervising or reviewing any records relating to such beneficial ownership
interests. Arvin Industries expects that the Depository or its nominee, upon
receipt of any payment of principal or interest in respect of the Book-Entry
Note, will credit immediately the accounts of the relevant participants with
payment in amounts proportionate to their respective holdings in principal
amount of beneficial interest in the Book-Entry Note as shown on the records of
the Depository or its nominee. Arvin Industries also expects that payments by
participants to owners of beneficial interests in the Book-Entry Note held
through such participants will be governed by standing instructions and
customary practices, as is now the case with securities held for the accounts
of customers registered in "street name," and will be the responsibility of
such participants.
If the Depository is at any time unwilling or unable to continue as
depository and a successor depository is not appointed by Arvin Industries
within sixty days, Arvin Industries will issue Notes in definitive form in
exchange for the Book-Entry Note. In addition, Arvin Industries may at any time
determine not to have its Notes represented by the Book-Entry Note, and in such
event, Arvin Industries will issue Notes in definitive form in exchange for the
Book-Entry Note. In any such instance, an owner of a beneficial interest in the
Book-Entry Note will be entitled to physical delivery in definitive form of
Notes equal in principal amount to such beneficial interest and to have such
Notes registered in its name. Notes so issued in definitive form will be issued
in denominations of $1,000 or any larger amount that is an integral multiple
thereof and will be issued in registered form only, without coupons.
S-6
<PAGE>
UNDERWRITING
Subject to the terms and conditions set forth in an underwriting agreement
and related terms agreement (the "Underwriting Agreement") among Arvin
Industries and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Lehman
Brothers Inc. (the "Underwriters"), Arvin Industries has agreed to sell to the
Underwriters, and the Underwriters have severally agreed to purchase, the
respective principal amounts of the Notes set forth after their names below.
The Underwriting Agreement provides that the obligations of the Underwriters
are subject to certain conditions precedent and that the Underwriters will be
obligated to purchase all of the Notes if any are purchased.
<TABLE>
<CAPTION>
PRINCIPAL AMOUNT
UNDERWRITER OF NOTES
----------- ----------------
<S> <C>
Merrill Lynch, Pierce, Fenner & Smith
Incorporated................................... $
Lehman Brothers Inc.....................................
-----------
Total.............................................. $75,000,000
===========
</TABLE>
The Underwriters have advised Arvin Industries that they propose initially to
offer the Notes to the public at the public offering price set forth on the
cover page of this Prospectus Supplement, and to certain dealers at such price
less a concession not in excess of % of the principal amount of the Notes.
The Underwriters may allow, and such dealers may reallow, a discount not in
excess of % of the principal amount of the Notes to certain other dealers.
After the initial public offering of the Notes, the public offering price,
concession and discount may be changed.
Arvin Industries has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended, or to contribute to payments that the Underwriters may be required to
make in respect thereof.
Arvin Industries does not intend to list the Notes on any exchange. Arvin
Industries has been advised by the Underwriters that they intend to make a
market in the Notes, but that they are not obligated to do so and may
discontinue market making at any time without notice. No assurance can be given
as to the liquidity of any trading market for the Notes.
The Underwriters have from time to time provided investment banking services
to Arvin Industries and have received customary compensation for such services.
S-7
<PAGE>
P R O S P E C
T U S
- ---------------
LOGO ARVIN INDUSTRIES, INC.
DEBT SECURITIES
AND
ARVIN OVERSEAS FINANCE B.V.
DEBT SECURITIES
(UNCONDITIONALLY GUARANTEED AS TO PAYMENT OF PRINCIPAL,
PREMIUM, IF ANY, AND INTEREST BY ARVIN INDUSTRIES, INC.)
Arvin Industries, Inc. ("Arvin Industries" or the "Issuer") may offer from
time to time up to $75,000,000 aggregate principal amount of its debt
securities. Arvin Overseas Finance B.V. ("Arvin Finance" or the "Issuer" and
together with Arvin Industries the "Issuers") may offer from time to time up to
$50,000,000 aggregate principal amount of its debt securities (such debt
securities of Arvin Finance and Arvin Industries collectively the "Debt
Securities"). The Issuer of each issue of Debt Securities will be identified in
a supplement hereto. The Debt Securities issued by Arvin Finance will be
unconditionally guaranteed as to payment of principal, premium, if any, and
interest by Arvin Industries (in such capacity, the "Guarantor") as described
herein. The Debt Securities will be offered to the public on terms determined
by market conditions at the time of sale.
The Debt Securities will be unsecured obligations and will rank pari passu
with all other unsecured and unsubordinated indebtedness of the respective
Issuer from time to time outstanding.
Each issue of Debt Securities may vary as to aggregate principal amount,
maturity date, public offering or purchase price, interest rate or rates (which
may be fixed or floating), if any, and timing of payments thereof, provision
for redemption requirements, if any, and any other variable terms, and methods
of distribution. The accompanying Prospectus Supplement (the "Prospectus
Supplement") sets forth the specific terms with regard to the Debt Securities
in respect of which this Prospectus is being delivered, including the identity
of the Issuer thereof.
This Prospectus may not be used to consummate sales of Debt Securities unless
accompanied by the Prospectus Supplement applicable to the Debt Securities
being sold.
----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
----------------
ON JUNE 28, 1991, THE NETHERLANDS MINISTRY OF FINANCE GRANTED A DISPENSATION
FROM THE PROHIBITION OF ARTICLE 4 OF THE NETHERLANDS SECURITIES TRADING
ACT ("WET EFFECTEN HANDEL") OF OCTOBER 30, 1985 IN RESPECT OF THE
OFFER OF THE DEBT SECURITIES BY ARVIN FINANCE.
----------------
The Debt Securities may be (i) sold directly or (ii) sold through agents
designated from time to time by the Issuer or (iii) offered or reoffered
through, or through underwriting syndicates managed or co-managed by,
underwriters as may be designated by the Issuer. If agents or underwriters are
involved in the sale of the Debt Securities in respect of which this Prospectus
is being delivered, the names of such agents or underwriters and any applicable
commissions or discounts are described in the Prospectus Supplement with
respect to such Debt Securities. See "Plan of Distribution."
----------------
The date of this Prospectus is February 3, 1994.
<PAGE>
IN CONNECTION WITH ANY UNDERWRITTEN OFFERING, THE UNDERWRITERS MAY OVER-ALLOT
OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE DEBT
SECURITIES OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL
IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY
TIME.
AVAILABLE INFORMATION
Arvin Industries is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by Arvin Industries can be inspected and
copied at the public reference facilities maintained by the Commission at Room
1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the following
Regional Offices of the Commission: Chicago Regional Office, Northwestern
Atrium Center, 500 West Madison Street, Chicago, Illinois 60661 and New York
Regional Office, Seven World Trade Center, New York, New York 10048. Copies of
such material can be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C 20549 at prescribed
rates. Such material may also be inspected and copied at the offices of the New
York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005.
Additional information regarding the Issuers, the Debt Securities offered
hereby and the Guarantees (hereinafter defined) is contained in the
registration statement, and exhibits thereto, in respect of the Debt Securities
offered hereby (the "Registration Statement"), filed with the Commission under
the Securities Act of 1933, as amended (the "Securities Act"). For further
information regarding the Issuers, the Debt Securities and the Guarantees,
reference is made to the Registration Statement and exhibits thereto, which may
be inspected without charge at the office of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, and copies thereof may be obtained from
the Commission at prescribed rates.
As a result of the filing of the Registration Statement, Arvin Finance became
subject to the informational requirements of the Exchange Act. Arvin Finance
applied for an exemption from such informational requirements, which relief was
effectively granted by a no-action letter from the Commission's staff dated
October 18, 1991.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by Arvin Industries pursuant to Section 13 of
the Exchange Act are hereby incorporated by reference into this Prospectus:
1. Arvin Industries' Annual Report on Form 10-K for the year ended
January 3, 1993;
2. Arvin Industries' Quarterly Report on Form 10-Q for the period ended
April 4, 1993;
3. Arvin Industries' Quarterly Report on Form 10-Q, and amendment thereto
on Form 10-Q/A, for the period ended July 4, 1993;
4. Arvin Industries' Quarterly Report on Form 10-Q for the period ended
October 3, 1993; and
5. Arvin Industries' Current Report on Form 8-K dated February 3, 1994.
All documents filed by Arvin Industries pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date hereof and prior to the
termination of the offering of the Debt Securities shall be deemed to be
incorporated by reference into this Prospectus and to be a part hereof from the
date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Prospectus to the extent
2
<PAGE>
that a statement contained herein or in any other subsequently filed document
that also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this Prospectus.
THE ISSUERS WILL PROVIDE WITHOUT CHARGE TO EACH PERSON TO WHOM THIS
PROSPECTUS IS DELIVERED, UPON THE WRITTEN OR ORAL REQUEST OF SUCH PERSON, A
COPY OF ANY OR ALL DOCUMENTS INCORPORATED BY REFERENCE INTO THIS PROSPECTUS
(NOT INCLUDING EXHIBITS TO SUCH DOCUMENTS UNLESS SUCH EXHIBITS ARE SPECIFICALLY
INCORPORATED BY REFERENCE INTO SUCH DOCUMENTS). REQUESTS FOR SUCH COPIES SHOULD
BE DIRECTED TO SHAREHOLDER RELATIONS, ARVIN INDUSTRIES, INC., ONE NOBLITT
PLAZA, BOX 3000, COLUMBUS, INDIANA 47202-3000; TELEPHONE (812) 379-3000.
ARVIN INDUSTRIES, INC.
Arvin Industries is a diversified international manufacturing company
supplying automotive parts and a variety of other products and services through
ten operating entities in the U.S. and numerous other parts of the world. Since
its founding in 1919, Arvin Industries has grown through internal development,
acquisitions and joint ventures. In recent years, Arvin Industries' strategy
has been to strengthen its automotive parts businesses by achieving a balance
between sales to both original equipment manufacturers and replacement parts
suppliers on a global basis.
In late 1988, Arvin Industries acquired the Cheswick Silencers Ltd.
("Cheswick") original equipment and Bainbridge Silencers, Ltd. (renamed
"Timax") replacement exhaust systems businesses of TI Group plc. Cheswick is
one of Europe's leading producers of automotive original equipment exhaust
systems, including tubular manifolds and catalytic converters, while Timax
enjoys a leading position in the automotive exhaust replacement market in the
United Kingdom. As a further complement to its strategic focus on an increased
presence in European automotive parts markets, Arvin Industries purchased 75
percent of AP Amortiguadores of Spain ("APA") in September 1989. APA is a
leading European manufacturer of automotive original equipment ride control
products. In 1990, Arvin Industries acquired Tubauto's engine manifold and
exhaust tube business located in France, as well as a 40 percent interest in a
new joint venture, Arvin-Tubemakers Pty Ltd., an Australian manufacturer of
original equipment exhaust systems. During the second quarter of 1992, Arvin
Industries acquired a 50 percent interest in Schmitz & Brill GmbH, a German-
based automotive parts manufacturer.
In August 1993, Arvin Industries completed a purchase of 49.9 percent of the
European ride control manufacturer Way Assauto S.r.l., located in Asti, Italy.
Way Assauto was formerly an operating division of IAO Industrie Riunite S.p.A.,
based in Torino, Italy. Way Assauto manufactures shock absorbers, MacPherson
struts, rubber/metal parts, and stampings principally for the original
equipment market. In September 1993, Arvin Industries completed the formation
of a 50/50 joint venture with Sogefi S.p.A. located in Mantova, Italy. The new
venture, Timax Exhaust Systems, includes Sogefi's subsidiaries Etablissements
Rosi and Ansa Marmitte and a portion of Arvin Industries' Timax subsidiary.
Rosi and Ansa produce exhaust systems for the replacement market principally in
France and Italy, respectively. These transactions continue the strategic focus
of increasing Arvin Industries' presence in global automotive parts markets.
In March 1988, Arvin Industries announced a plan to restructure its U.S.
automotive parts businesses. The restructuring focused on consolidating the
exhaust businesses of Arvin Industries and its subsidiary Maremont Corporation
("Maremont") through integration of their manufacturing, distribution and
marketing operations. As a result, Arvin Industries recorded a special
restructuring charge of $28.7 million ($17.8 million after tax) in 1988. This
program was completed at year-end 1990. During 1988 and continuing into 1989,
Arvin Industries took other measures to reduce production costs, including
renegotiating labor contracts covering certain U.S. automotive operations. In
addition, in the first quarter of 1988, Arvin Industries sold the operations of
its Electronics division, a contract producer of stereo systems. Also, in the
second quarter of 1989, Arvin Industries adopted a formal plan to dispose of
the ArvinAir division, a
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manufacturer of evaporative cooling products, portable electric heaters and
wind turbine home attic ventilators. The sale of this business was completed
during January 1991.
In July 1993, Arvin Industries formalized a merger agreement with Space
Industries International, Inc. to combine the assets of Arvin Industries'
Calspan and SRL subsidiaries with assets of Space Industries in a non-cash
transaction. The transaction has been accounted for as a purchase. Arvin
Industries owns approximately 70 percent of the new company, Space Industries
International, Inc.
As discussed more fully below, Arvin Industries' products and services are
classified based upon four primary market segments served: Automotive Original
Equipment, Automotive Replacement, Technology and Industrial.
Arvin Industries was incorporated in Indiana in 1921. Arvin Industries'
principal executive offices are located at One Noblitt Plaza, Box 3000,
Columbus, Indiana 47202-3000, and the telephone number is (812) 379-3000.
AUTOMOTIVE ORIGINAL EQUIPMENT
Principal products of the Automotive Original Equipment segment are exhaust
systems (mufflers, exhaust and tail pipes, catalytic converters, tubular
manifolds), ride control products (shock absorbers and MacPherson struts), gas
springs, vacuum actuators, metal tubular parts, coated coil steel, press-molded
thermoplastics, various other vinyl-metal stampings, and both tube and tubeless
tire valves.
Arvin Industries is a leading producer of original equipment exhaust systems
sold to Ford, General Motors, Chrysler, Diamond-Star Motors
(Chrysler/Mitsubishi) and Mazda. With the addition of Cheswick, Arvin
Industries also is a leading producer of original equipment exhaust systems
sold to Ford (Europe), Volvo, Jaguar, Seat and Nissan. Additionally, Arvin
Industries' joint venture with Sango Co., Ltd. of Japan supplies exhaust
systems for Toyota and Nummi Motors (GM/Toyota) vehicles manufactured in the
United States and Canada. Arvin Industries is also a major supplier of
catalytic converters to Chrysler and supplies original equipment shock
absorbers to Ford, Chrysler and Nissan in the United States. With the
acquisition of APA and the joint venture with Way Assauto, Arvin Industries
also supplies ride control products to European automotive original equipment
market customers like Ford, Renault, Seat and Nissan.
In addition to exhaust systems and ride control products, three other
businesses supply parts for the Automotive Original Equipment segment. Arvin
Industries' Roll Coater subsidiary is a leading independent coater of coil
steel which is coated with a zinc-rich primer to inhibit rust and is used in
fabricating automobile and truck body parts. Schrader Automotive Inc.
("Schrader") is a leading worldwide producer of valves for pneumatic tires and
inner tubes sold directly to automobile, truck and tire manufacturers. The
Arvinyl division produces a variety of decorative interior and exterior trim
parts, stampings and vinyl-metal laminates, diesel engine oil pans and other
fabricated metal parts for manufacturers of both automobiles and heavy-duty
trucks and also produces press-molded thermoplastics and other assembled metal
components for original equipment applications.
AUTOMOTIVE REPLACEMENT
Principal products of the Automotive Replacement segment include replacement
mufflers, exhaust and tail pipes, catalytic converters, shock absorbers,
MacPherson struts, gas springs, brake and front-end parts, tire valves and
accessories.
Through Maremont Exhaust and Timax Exhaust Systems, Arvin Industries is a
leading worldwide manufacturer and supplier of replacement exhaust systems and
through Gabriel Ride Control, Arvin Industries is a leading North American
manufacturer and supplier of replacement shocks and other ride control
products. Products are marketed under both customers' private labels as well as
under Arvin
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Industries' own brand names: "Maremont(R)," "Cherry Bomb(R)," "TIMAX(R),"
"Truckmaster(R)" and "Romax(R)" for mufflers, "Gabriel(R)" for shock absorbers
and "Strong Arm(R)" for gas springs. Maremont Exhaust and Gabriel Ride Control
distribute their products through mass merchandisers (e.g. Sears, Kmart),
installers (e.g. Meineke, Firestone) and wholesale distributors (e.g. Parts,
Inc., Carquest). In Europe, significant customers for Timax include Kwik-Fit
and Partco.
Schrader is a worldwide leading supplier of tire valves and related
accessories to the replacement parts market. Schrader products, which enjoy
strong brand name recognition, are sold through a broad range of distribution
channels, including automotive warehouse distributors and mass merchandisers.
TECHNOLOGY
In the Technology segment, Space Industries' Calspan Corporation subsidiary
("Calspan") performs research, development and testing services on a contract
basis for both government (primarily the Air Force, the National Aeronautics
and Space Administration, the Navy and the Department of Transportation) and
industry. Services include aerodynamics, automobile crash testing and accident
research, tire performance, restraint systems, aircraft systems, electronic
systems analysis, surface and laser chemistry, non-destructive material
evaluation and networked computer systems. Space Industries also manufactures
sophisticated electronic monitoring systems. Calspan also manages government-
owned research facilities on a fixed-term contract basis and operates its own
wind tunnel and flight training simulators.
INDUSTRIAL
In the Industrial segment, Roll Coater supplies pre-coated coils of steel and
aluminum to manufacturers of pre-engineered buildings, office furniture, metal
shelving and housings for refrigerators, washers and dryers. Roll Coater also
has a metal embossing line which enables it to offer embossed designs on
prepainted finishes such as metal garage and refrigerator doors. Schrader
provides the Industrial segment with valves and valve cores for various
commercial applications. The Industrial segment also produces vinyl-metal
laminate wraps to customer specifications for use in such products as cabinets
for consumer appliances and electronic components, and supplies customers in
this segment with special application shock absorbers.
ARVIN OVERSEAS FINANCE B.V.
Arvin Finance was established to provide financing to Arvin Industries and/or
its wholly-owned subsidiaries. Arvin Finance will raise funds through the
offering of Debt Securities in the United States and will lend the net proceeds
to Arvin Industries and/or one or more subsidiaries. All Debt Securities
offered by Arvin Finance will be unconditionally guaranteed as to payment of
principal, premium, if any, and interest by Arvin Industries. Arvin Finance
will not engage in any separate business activities.
Arvin Finance is a wholly-owned subsidiary of Arvin Cheswick International
(Netherlands) B.V., a wholly-owned subsidiary of Arvin International Holdings,
Inc., which is a wholly-owned subsidiary of Arvin Industries. Arvin Finance was
incorporated under the laws of The Netherlands on May 3, 1990. Arvin Finance is
registered in the Trade Register of the Chamber of Commerce in Rotterdam (No.
182.366). The registered office of Arvin Finance is Schouwburgplein 30-34, 3012
CL Rotterdam, The Netherlands, and the telephone number is (010) 404-2300.
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USE OF PROCEEDS
The net proceeds from the sale of the Debt Securities will be used to provide
funds to Arvin Industries and/or one or more of its subsidiaries for general
corporate purposes, which may include working capital expenditures, investments
in, or acquisitions of, businesses and assets, and the repayment of
indebtedness.
DESCRIPTION OF DEBT SECURITIES
The Debt Securities to be issued by Arvin Industries are to be issued under
an indenture (the "AI-Indenture") dated as of July 3, 1990, between Arvin
Industries and Harris Trust and Savings Bank, Chicago, Illinois, as trustee
(the "Trustee"). The Debt Securities to be issued by Arvin Finance are to be
issued under an indenture (the "AF-Indenture"), dated as of July 3, 1990, among
Arvin Finance, the Guarantor and the Trustee. The AI-Indenture and the AF-
Indenture together are referred to herein as the "Indentures." Copies of the
Indentures are filed as exhibits to the Registration Statement. The Debt
Securities to be issued by Arvin Finance will be unconditionally guaranteed by
Arvin Industries, as Guarantor, as described herein. The following summaries of
certain provisions of the Indentures, the Debt Securities and the guarantees by
the Guarantor (the "Guarantees") do not purport to be complete and are subject
to, and are qualified in their entirety by reference to, all provisions of the
Indentures, including the definitions therein of certain terms. Capitalized
terms used herein and not otherwise defined shall have the definitions assigned
to them in the applicable Indenture.
As of the date of this Prospectus, Arvin Industries has outstanding
$75,000,000 aggregate principal amount of its debt securities issued under the
AI-Indenture, and Arvin Finance has outstanding $38,000,000 aggregate principal
amount of its debt securities issued under the AF-Indenture.
GENERAL
Each Indenture provides that Debt Securities may be issued thereunder,
without limitation as to aggregate principal amount, in one or more series, by
the applicable Issuer from time to time upon satisfaction of certain conditions
precedent, including the delivery to the Trustee of a resolution of the board
of directors, or a committee thereof, of the applicable Issuer that fixes or
provides for the establishment of terms of such Debt Securities, including: (1)
the aggregate principal amount of such Debt Securities; (2) the date or dates
on which such Debt Securities will mature; (3) the rate or rates per annum
(which may be fixed or floating) at which such Debt Securities will bear
interest, if any, and, in the case of the AF-Indenture, whether and under what
circumstances Additional Amounts on the Debt Securities shall be payable in
respect of specified taxes, assessments or other governmental charges withheld
or deducted; (4) the dates on which such interest, if any, will be payable, the
record dates with respect to such interest payment dates and the date from
which such interest, if any, will accrue; (5) the provisions, if any, for
redemption of such Debt Securities prior to stated maturity at the option of
the Issuer, the redemption price and any remarketing arrangements relating
thereto; (6) the provisions, if any, for repayment of such Debt Securities
prior to stated maturity at the option of the Holders thereof; (7) the title of
the Debt Securities and the series of which such Debt Securities shall be a
part; (8) the place or places where the principal, premium, if any, and
interest on the Debt Securities will be payable; and (9) information with
respect to book-entry procedures, if applicable. Reference is made to the
Prospectus Supplement for the terms of the Debt Securities being offered
hereby.
The Debt Securities will be issued in fully-registered form without coupons
and in denominations set forth in the Prospectus Supplement. No service charge
will be made for any registration of transfer of Debt Securities or exchange of
Debt Securities, but the applicable Issuer may require payment of a sum
sufficient to cover any tax or other governmental charges that may be imposed
in connection therewith.
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The provisions of each Indenture provide the applicable Issuer with the
ability, in addition to the ability to issue Debt Securities with terms
different from those of Debt Securities previously issued, to "reopen" a
previous issue of a series of Debt Securities and issue additional Debt
Securities of such series.
The Debt Securities will be unsecured obligations and will rank pari passu
with all other unsecured and unsubordinated indebtedness of the applicable
Issuer from time to time outstanding.
Principal, premium, if any, interest and Additional Amounts, if any, will be
payable in the manner, at the places and subject to the restrictions set forth
in the appropriate Indenture, the Debt Securities and the Prospectus Supplement
relating thereto, provided that (unless otherwise provided in the applicable
Prospectus Supplement) payment of any interest may be made at the option of the
applicable Issuer by check mailed to the Holders of registered Debt Securities
at their registered addresses.
Debt Securities may be presented for exchange, and registered Debt Securities
may be presented for transfer, in the manner, at the places and subject to the
restrictions set forth in the appropriate Indenture, the Debt Securities and
the Prospectus Supplement relating thereto.
GUARANTEES AND RIGHT OF ASSUMPTION
The Debt Securities to be issued by Arvin Finance (the "AF-Debt Securities")
will be unconditionally guaranteed by Arvin Industries as to payment of
principal, premium, if any, and interest (including Additional Amounts as
described below) when and as the same shall become due and payable, whether at
maturity or upon redemption or otherwise. The Guarantees will rank pari passu
with all other unsecured and unsubordinated obligations of the Guarantor.
However, since the Guarantor is a holding company, the right of the Guarantor,
and hence the rights of creditors of the Guarantor (including the Holders of
AF-Debt Securities), to participate in any distribution of assets of any
subsidiary of the Guarantor (including Arvin Finance) upon its liquidation or
reorganization or otherwise is necessarily subject to the prior claims of
creditors of any such subsidiary, except to the extent that claims of the
Guarantor itself as a creditor of any such subsidiary may be recognized.
The obligation of the Guarantor will be unconditional regardless of the
enforceability of the AF-Debt Securities or the AF-Indenture and will not be
discharged until all obligations contained in the AF-Debt Securities and the
Guarantees are satisfied. Holders of the AF-Debt Securities may proceed
directly against the Guarantor in the event of a default under the AF-Debt
Securities without first proceeding against Arvin Finance.
Arvin Industries, without the consent of the Holders of the AF-Debt
Securities, may assume all rights and obligations of Arvin Finance under its
Debt Securities as described in the AF-Indenture.
ADDITIONAL AMOUNTS
All payments under the AF-Debt Securities, whether in respect of interest,
principal or otherwise, shall be made without deduction of withholding or
liability for, or on account of, any present or future taxes ("Taxes") levied
or imposed by any governmental or other taxing authority in The Netherlands or
any political subdivision thereof or any authority therein having the power to
tax unless Arvin Finance is required by law or the administration thereof to
deduct or withhold such Taxes. In the event that Arvin Finance is or would on
the next date on which a payment of principal of or interest on the AF-Debt
Securities is payable be required by law or the administration thereof to
deduct or withhold any such Taxes from any payment to be made under the AF-Debt
Securities, then Arvin Finance shall forthwith pay to the Holders of the AF-
Debt Securities, as additional interest, such additional amounts ("Additional
Amounts") as are necessary to place such Holder in the same after-tax position
with respect to taxes payable that it would have been in had no such
withholding or deduction been paid or incurred, except that:
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(a) no such Additional Amounts shall be payable to any Holder of the AF-
Debt Securities where such Holder is subject to such Taxes by reason of
such Holder having some connection with The Netherlands other than the mere
purchase and holding of the AF-Debt Securities;
(b) no such Additional Amounts shall be payable with respect to any AF-
Debt Securities presented for payment at maturity or early redemption, as
the case may be, after the date upon which such AF-Debt Securities first
become due and payable except to the extent that the Holder would have been
entitled to Additional Amounts on presenting the same for payment at
maturity or early redemption, as the case may be; and
(c) no such Additional Amounts shall be payable with respect to amounts
withheld or deducted from amounts payable under AF-Debt Securities in
respect of any period after the maturity date or any redemption date
specified in a notice of redemption of the AF-Debt Securities made by Arvin
Finance unless Arvin Finance shall fail to pay the AF-Debt Securities at
maturity or to redeem the AF-Debt Securities in accordance with such notice
in which case Additional Amounts shall continue to be payable in respect
thereof.
As provided in the AF-Indenture, in the event that any Taxes shall be imposed
in respect of any AF-Debt Security and increased payments as described in the
preceding paragraph shall be required, Arvin Finance shall be entitled, on
written notice to the Trustee, to redeem such AF-Debt Security on a date prior
to the maturity thereof. The redemption price of such AF-Debt Security shall be
the unpaid principal amount of such AF-Debt Security plus interest accrued at
the applicable interest rate for such AF-Debt Security to the date fixed for
redemption, and such unpaid principal amount together with interest accrued
thereon shall become due and payable on such date fixed for redemption,
increased to such amount as may be required in the preceding paragraph. The
date fixed for redemption with respect to any AF-Debt Security will be such
date as shall be set forth in such notice to the Trustee, which shall be a date
not less than thirty days after the date of such notice. The Trustee shall
transmit by mail to all Holders of AF-Debt Securities to be redeemed, as their
names and addresses appear in the security register, notice of the redemption
of such AF-Debt Securities, which notice shall specify the date fixed for
redemption and the procedures for the presentation of such AF-Debt Securities
to the Trustee by the Holders. No redemption of an AF-Debt Security shall
reduce the obligation to pay Additional Amounts.
CERTAIN DEFINITIONS
The following terms are defined substantially as follows in Section 101 of
the Indentures and are used herein as so defined.
"Consolidated Net Tangible Assets" means, in each case, with respect to Arvin
Industries (a) the total amount of assets (less applicable reserves and other
properly deductible items) after deducting therefrom (i) all liabilities and
liability items, except for indebtedness payable by its terms more than one
year from the date of incurrence thereof (or renewable or extendable at the
option of the obligor for a period ending more than one year after such date of
incurrence), capitalized rent, capital stock (including redeemable preferred
stock) and surplus, surplus reserves and deferred income taxes and credits and
other non-current liabilities, and (ii) all goodwill, trade names, trademarks,
patents, unamortized debt discount, unamortized expenses incurred in the
issuance of debt, and other like intangibles which, in each case, under
generally accepted accounting principles in effect on the date hereof would be
included on a consolidated balance sheet of Arvin Industries and its Restricted
Subsidiaries, less (b) loans, advances, equity investments and guarantees
(other than accounts receivable arising from the sale of merchandise in the
ordinary course of business) at the time outstanding that were made or incurred
by Arvin Industries and its Restricted Subsidiaries to, in or for Unrestricted
Subsidiaries or to, in or for corporations while they were Restricted
Subsidiaries and which at the time of computation are Unrestricted
Subsidiaries.
"Principal Facility" means any manufacturing plant, warehouse, office
building or parcel of real property (including fixtures but excluding leases
and other contract rights which might otherwise be deemed real
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property) owned by Arvin Industries, or any Restricted Subsidiary, whether
owned on the date of the applicable Indenture or thereafter, provided each such
plant, warehouse, office building or parcel of real property has a gross book
value (without deduction for any depreciation reserves) at the date as of which
the determination is being made of in excess of three percent of the
Consolidated Net Tangible Assets, other than any such plant, warehouse, office
building or parcel of real property or portion thereof which, in the opinion of
the Board of Directors (evidenced by a Board Resolution), is not of material
importance to the business conducted by Arvin Industries and its Subsidiaries
taken as a whole.
"Restricted Subsidiary" means (a) any Subsidiary other than an Unrestricted
Subsidiary and (b) any Subsidiary that was an Unrestricted Subsidiary but
which, subsequent to the date of the applicable Indenture, is designated by
Arvin Industries (evidenced by a Board Resolution) to be a Restricted
Subsidiary; provided, however, that Arvin Industries may not designate any such
Subsidiary to be a Restricted Subsidiary if Arvin Industries would thereby
breach any covenant or agreement contained in the Indenture (on the assumption
that any transaction to which such Subsidiary was a party at the time of such
designation and which would have given rise to Secured Debt or constituted a
Sale and Leaseback Transaction at the time it was entered into had such
Subsidiary then been a Restricted Subsidiary was entered into at the time of
such designation).
"Sale and Leaseback Transaction" means any sale or transfer made by Arvin
Industries or one or more Restricted Subsidiaries (except a sale or transfer
made to Arvin Industries or one or more Restricted Subsidiaries) of any
Principal Facility that (in the case of a Principal Facility which is a
manufacturing plant, warehouse or office building) has been in operation, use
or commercial production (exclusive of test and start-up periods) by Arvin
Industries or any Restricted Subsidiary for more than 180 days prior to such
sale or transfer, or that (in the case of a Principal Facility that is a parcel
of real property other than a manufacturing plant, warehouse or office
building) has been owned by Arvin Industries or any Restricted Subsidiary for
more than 180 days prior to such sale or transfer, if such sale or transfer is
made with the intention of leasing, or as part of an arrangement involving the
lease of such Principal Facility to Arvin Industries or a Restricted Subsidiary
(except a lease for a period not exceeding 36 months made with the intention
that the use of the leased Principal Facility by Arvin Industries or such
Restricted Subsidiary will be discontinued on or before the expiration of such
period). Any Secured Debt permitted under the applicable section of each
Indenture will not be deemed to create or be defined to be a Sale and Leaseback
Transaction.
"Secured Debt" means any indebtedness for money borrowed by, or evidenced by
a note or other similar instrument of, Arvin Industries or a Restricted
Subsidiary, and any other indebtedness of Arvin Industries or a Restricted
Subsidiary on which, by the terms of such indebtedness, interest is paid or
payable, including obligations evidenced or secured by leases, installment
sales agreements or other instruments in connection with private activity bonds
which are qualified bonds under Section 141 of the Internal Revenue Code of
1986 (other than indebtedness owed by a Restricted Subsidiary to Arvin
Industries, by a Restricted Subsidiary to another Restricted Subsidiary or by
Arvin Industries to a Restricted Subsidiary), which in any such case is secured
by (a) a Security Interest in any Principal Facility, or (b) a Security
Interest in any shares of stock owned directly or indirectly by Arvin
Industries in a Restricted Subsidiary or in indebtedness for money borrowed by
a Restricted Subsidiary from Arvin Industries or another Restricted Subsidiary.
The securing in the foregoing manner of any previously unsecured debt shall be
deemed to be the creation of Secured Debt at the time such security is given.
The amount of Secured Debt at any time outstanding shall be the aggregate
amount then owing thereon by Arvin Industries and its Restricted Subsidiaries.
"Senior Funded Debt" means any obligation of Arvin Industries or any
Restricted Subsidiary which constituted funded debt as of the date of its
creation and that, in the case of such funded debt of Arvin Industries, is not
subordinate and junior in right of payment to the prior payment of the Debt
Securities. As used herein "funded debt" shall mean any obligation payable by
its terms more than one year from the date of incurrence thereof (or renewable
or extendable at the option of the obligor for a period ending more than one
year after such date of incurrence), which under generally accepted accounting
principles should be shown on the balance sheet as a liability.
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"Subsidiary" means any corporation of which at the time of determination
Arvin Industries and/or one or more Subsidiaries owns or controls directly or
indirectly more than 50 percent of the shares of Voting Stock.
"Unrestricted Subsidiary" means (a) any Subsidiary acquired or organized
after the date of the applicable Indenture, provided, however, that such
Subsidiary is not a successor, directly or indirectly, to, and does not
directly or indirectly own any equity interest in, any Restricted Subsidiary,
(b) any Subsidiary the principal business and assets of which are located
outside the United States of America (including its territories and
possessions) or Canada or both, (c) any Subsidiary the principal business of
which consists of financing the acquisition or disposition of machinery,
equipment, inventory, accounts receivable and other real, personal and
intangible property by Persons including Arvin Industries or a Subsidiary, (d)
any Subsidiary the principal business of which is owning, leasing, dealing in
or developing real property for residential or office building purposes, and
(e) any Subsidiary substantially all the assets of which consist of stock or
other securities of an Unrestricted Subsidiary or Unrestricted Subsidiaries of
the character described in clauses (a) through (d) of this paragraph, unless
and until, in each of the cases specified in this paragraph, any such
designation shall have been designated to be a Restricted Subsidiary pursuant
to clause (b) of the definition of "Restricted Subsidiary."
CERTAIN COVENANTS OF THE ISSUERS AND THE GUARANTOR
The Indentures contain certain covenants, described below, with respect to
consolidations, mergers and sales of assets involving Arvin Industries or Arvin
Finance, the incurrence of Secured Debt by Arvin Industries and its Restricted
Subsidiaries, Sale and Leaseback Transactions on the part of Arvin Industries
and its Restricted Subsidiaries, and the transfer of Principal Facilities to
Unrestricted Subsidiaries. These covenants do not, however, focus on the amount
of debt incurred in any transaction and do not otherwise afford protection to
holders of the Debt Securities in the event of a highly leveraged transaction
that is not in violation of the covenants. The Issuers do not currently intend
to include any covenants or other provisions affording such protection in the
Debt Securities or any series thereof. If the Issuers determine in the future
that it is desirable to include covenants or other provisions of this type in
any series of Debt Securities, they will be described in the Prospectus
Supplement for that series.
Each Indenture provides that so long as the Debt Securities issued pursuant
to such Indenture are outstanding, Arvin Industries (as Issuer under the AI-
Indenture and as Guarantor under the AF-Indenture) will not, and will not cause
or permit a Restricted Subsidiary to, create, incur, assume or guarantee any
Secured Debt or create any Security Interest securing any indebtedness existing
on the date of such Indenture that would constitute Secured Debt if it were
secured by a Security Interest in a Principal Facility unless the Debt
Securities will be secured equally and ratably (subject to applicable
priorities of payment) by the Security Interest securing such Secured Debt or
indebtedness, except that Arvin Industries and its Restricted Subsidiaries may
create, incur, assume or guarantee certain Secured Debt without so securing the
Debt Securities. Among such permitted Secured Debt is indebtedness secured by
(i) certain Security Interests to secure payment of the cost of acquisition,
construction, development or improvement of property; (ii) Security Interests
on property at the time of acquisition assumed by Arvin Industries or a
Restricted Subsidiary, or on the property or on the outstanding shares or
indebtedness of a corporation or firm at the time it becomes a Restricted
Subsidiary or is merged into or consolidated with Arvin Industries or a
Restricted Subsidiary, or on properties of a corporation or firm acquired by
Arvin Industries or a Restricted Subsidiary as an entirety or substantially as
an entirety; (iii) Security Interests arising from conditional sales agreements
or title retention agreements with respect to property acquired by Arvin
Industries or any Restricted Subsidiary; (iv) Security Interests securing
indebtedness of a Restricted Subsidiary owing to Arvin Industries or to another
Restricted Subsidiary; (v) mechanics, and other statutory liens arising in the
ordinary course of business (including construction of facilities) in respect
of obligations that are not due or that are being contested in good faith; (vi)
liens for taxes, assessments or governmental charges not yet due or for taxes,
assessments or governmental charges that are being contested in good faith;
(vii) Security Interests (including judgment liens)
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arising in connection with legal proceedings so long as such proceedings are
being contested in good faith and, in case of judgment liens, execution thereon
is stayed; (viii) certain landlords' liens on fixtures; (ix) Security Interests
to secure partial, progress, advance or other payments or indebtedness incurred
for the purpose of financing construction on or improvement of property subject
to such Security Interests; and (x) certain Security Interests in favor, or
made at the request, of governmental bodies. Additionally, such permitted
Secured Debt includes (with certain limitations) any extension, renewal or
refunding, in whole or in part, of any Secured Debt permitted at the time of
the original incurrence thereof. In addition to the foregoing, Arvin Industries
and its Restricted Subsidiaries may incur Secured Debt, without equally and
ratably securing the Debt Securities, if the sum of (a) the amount of Secured
Debt entered into after the date of the Indenture and otherwise prohibited by
such Indenture plus (b) the aggregate value of Sale and Leaseback Transactions
entered into after the date of the Indenture and otherwise prohibited by the
Indenture does not exceed ten percent of Consolidated Net Tangible Assets.
Each Indenture provides that so long as the Debt Securities issued pursuant
to such Indenture are outstanding Arvin Industries will not, and will not
permit any Restricted Subsidiary to, enter into any Sale and Leaseback
Transaction unless (a) Arvin Industries or such Restricted Subsidiary would be
entitled to incur Secured Debt permitted by the Indenture only by reason of the
provision described in the last sentence of the preceding paragraph equal in
amount to the net proceeds of the property sold or transferred or to be sold or
transferred pursuant to such Sale and Leaseback Transaction and secured by a
Security Interest on the property to be leased without equally and ratably
securing the Notes, or (b) Arvin Industries or a Restricted Subsidiary shall
apply within 180 days after the effective date of such Sale and Leaseback
Transaction, an amount equal to such net proceeds (x) to the acquisition,
construction, development or improvement of properties, facilities or equipment
which are, or upon such acquisition, construction, development or improvement
will be, a Principal Facility or Facilities or a part thereof or (y) to the
redemption of Debt Securities or (z) to the repayment of Senior Funded Debt of
Arvin Industries or of any Restricted Subsidiary (other than the Senior Funded
Debt owed to any Restricted Subsidiary), or in part to such acquisition,
construction, development or improvement and in part to such redemption and/or
repayment. In lieu of applying an amount equal to such net proceeds to such
redemption Arvin Industries may, within 180 days after such sale or transfer,
deliver to the Trustee Debt Securities (other than Debt Securities made the
basis of a reduction in a mandatory sinking fund payment) for cancellation and
thereby reduce the amount to be applied to the redemption of the Debt
Securities by an amount equivalent to the aggregate principal amount of the
Debt Securities so delivered.
Each Indenture provides that so long as the Debt Securities issued pursuant
to such Indenture are outstanding, Arvin Industries will not, and will not
cause or permit any Restricted Subsidiary to, transfer any Principal Facility
to any Unrestricted Subsidiary unless it shall apply within 180 days of the
effective date of such transaction an amount equal to the fair value of such
Principal Facility at the time of such transfer (i) to the acquisition,
construction, development or improvement of properties, facilities or equipment
which are, or upon such acquisition, construction, development or improvement
will be, a Principal Facility or Facilities or a part thereof or (ii) to the
redemption of the Debt Securities or (iii) to the repayment of Senior Funded
Debt of Arvin Industries or any Restricted Subsidiary (other than Senior Funded
Debt owed to any Restricted Subsidiary), or in part to such acquisition,
construction, development or improvement and in part to such redemption and/or
repayment. In lieu of applying all or any part of such amount to such
redemption, Arvin Industries may, within 180 days of such transfer, deliver to
the Trustee Debt Securities (other than Debt Securities made the basis of a
reduction in a mandatory sinking fund payment) for cancellation and thereby
reduce the amount to be applied to the redemption of the Debt Securities by an
amount equivalent to the aggregate principal amount of the Debt Securities so
delivered.
CONSOLIDATION, MERGER AND SALE OF ASSETS
Neither Arvin Industries nor Arvin Finance may consolidate with, or sell,
lease or convey all or substantially all of its assets to, or merge with or
into, any other corporation, unless in any such case (i) either the applicable
Issuer or the Guarantor, as the case may be, shall be the continuing
corporation, and, in
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<PAGE>
the case of Arvin Industries, the successor corporation shall be a corporation
organized and existing under the laws of the United States of America or a
State thereof and, in the case of Arvin Finance, the successor corporation
shall be a corporation organized under the laws of The Netherlands; (ii) the
successor corporation shall expressly assume by an indenture supplemental
thereto, executed and delivered to the Trustee in form satisfactory to the
Trustee, in the case of the Issuer, the due and punctual payment of the
principal, premium, if any, and interest on, and any Additional Amounts with
respect to, the Debt Securities, according to their tenor and the due and
punctual performance and observance of all the covenants and conditions of the
applicable Indenture to be performed by such Issuer and, in the case of the
Guarantor, the due and punctual performance of the Guarantees and the
performance of every covenant of the AF-Indenture on the part of the Guarantor
to be performed and (iii) the appropriate Issuer, the Guarantor or such
successor corporation, as the case may be, shall not immediately after such
merger or consolidation, or such sale, lease or conveyance, be in default in
the performance of any such covenant or condition.
MODIFICATION AND WAIVER
Modification and amendment of either Indenture may be effected by the
applicable Issuer, the Guarantor (in the case of the AF-Indenture) and the
Trustee with the consent of the Holders of not less than a majority in
aggregate principal amount of the Outstanding Debt Securities of each series
affected thereby, provided that no such modification or amendment may, without
the consent of the Holder of each Outstanding Debt Security affected thereby,
(a) change the Stated Maturity of the principal of, or any installment of
interest on, any Debt Security or reduce the principal amount thereof or the
rate of interest thereon or any Additional Amounts payable in respect thereof,
or any premium payable upon the redemption thereof, or change the obligation of
the Issuer or the Guarantor to pay Additional Amounts, or reduce the amount of
the principal of an Original Issue Discount Debt Security that would be due and
payable upon a declaration of acceleration of the Maturity thereof, or change
the coin or currency in which any Debt Security or any premium or the interest
thereon is payable, or impair the right to institute suit for the enforcement
of any such payment on or after the Stated Maturity thereof (or, in the case of
redemption or repayment, on or after the Redemption Date or Repayment Date), or
(b) reduce the percentage in principal amount of the Outstanding Debt
Securities of any series, the consent of whose Holders is required for any such
amendment, or the consent of whose Holders is required for any waiver provided
for in the Indenture, or (c) modify any of the provisions set forth in this
paragraph, except to increase any such percentage or to provide that certain
other provisions of the Indenture cannot be modified or waived without the
consent of the Holder of each Outstanding Debt Security affected thereby.
Except with respect to certain fundamental provisions, the Holders of at least
a majority in principal amount of Outstanding Debt Securities of any series
may, with respect to such series, waive past defaults under the Indenture and
waive compliance by the Issuer with certain provisions of the Indenture.
SATISFACTION AND DISCHARGE OF AN INDENTURE
If the applicable Issuer deposits or causes to be deposited with the Trustee
cash or direct obligations of the United States of America or obligations the
payment of principal and interest on which is guaranteed by the United States
of America (and which are not callable at will by the issuer thereof) as will,
together with the income to accrue thereon, be sufficient to pay and discharge
the entire indebtedness on all Outstanding Debt Securities of any series when
due, and complies with certain other conditions, then, at the direction of the
applicable Issuer, such Issuer shall be deemed to have paid and discharged the
entire indebtedness with respect to such series of Outstanding Debt Securities
(except for certain surviving obligations including, among other things, the
rights of the Holders thereof to receive from such trust fund payment of
principal, premium, if any, and interest (and any Additional Amounts, if
applicable, with respect to Debt Securities issued under the AF-Indenture) with
respect to such Outstanding Debt Securities when such payments are due).
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<PAGE>
If the applicable Issuer deposits with the Trustee cash or securities as
described above and either (A) all Debt Securities theretofore authenticated
and delivered under the applicable Indenture (with certain exceptions) have
been delivered for cancellation (other than (i) Debt Securities (or coupons in
the case of Bearer Securities) that have been destroyed, lost or stolen and
which have been paid or replaced, (ii) coupons pertaining to Bearer Securities
whose surrender is not required or has been waived under certain circumstances
and (iii) Debt Securities (or coupons in the case of Bearer Securities) the
payment for which has been previously deposited in trust or segregated and held
in trust by the applicable Issuer and thereafter repaid to such Issuer or
discharged from such trust) or (B) all such Debt Securities have become due and
payable or will become due and payable at their Stated Maturity within one year
or, if redeemable at the option of the applicable Issuer, are to be called for
redemption within one year, and the applicable Issuer complies with certain
other conditions, then, at the direction of the applicable Issuer, such
Indenture shall cease to be of further effect, except as to certain rights of
transfer or exchange and, in the case of Debt Securities issued under the AF-
Indenture, rights to receive Additional Amounts, if any.
EVENTS OF DEFAULT
Each Indenture defines an Event of Default with respect to any series of Debt
Securities as being any one of the following events: (i) default for 30 days in
any payment of interest on or any Additional Amounts, if any, payable in
respect of any Debt Security of such series; (ii) default in the payment of
principal of, or premium, if any, on, any Debt Security of such series when
due; (iii) default in the deposit of any sinking fund payment with respect to
any Debt Security of such series when due; (iv) default, for 90 days after
appropriate notice, in performance of any other covenant or warranty in such
Indenture (other than a covenant or warranty included in such Indenture solely
for the benefit of one or more series of Debt Securities other than that
series); (v) the failure to pay principal of or interest on any other
obligation for borrowed money of the applicable Issuer or the Guarantor
(including default under any other series of Debt Securities and including
default by the Guarantor on any guaranty of an obligation for borrowed money of
a Restricted Subsidiary) beyond any period of grace with respect thereto if (x)
the aggregate principal amount of any such obligation is in excess of
$10,000,000 (or in the case of any such obligation in which the amount payable
upon acceleration is less than the amount payable at stated maturity, the
amount then payable upon acceleration exceeds $10,000,000), (y) the default in
such payment is not being contested by the applicable Issuer in good faith and
by appropriate proceedings, and (z) the default in such payment has not been
cured or waived prior to the notice in writing to the applicable Issuer as
provided in such Indenture; (vi) certain events in bankruptcy, insolvency or
reorganization; or (vii) any other Event of Default provided with respect to
Debt Securities of that series. In case an Event of Default specified in (vi)
above occurs, all unpaid principal of, premium, if any, and accrued interest on
Outstanding Debt Securities of any series shall ipso facto become and shall be
immediately due and payable without any declaration or other act on the part of
the Trustee or any Holder, and if any other Event of Default shall occur and be
continuing with respect to any series of Debt Securities, the Trustee or the
Holders of not less than 25% in aggregate principal amount of the Outstanding
Debt Securities of that series may declare the principal of such series (or, if
the Debt Securities of that series are Original Issue Discount Securities, such
portion of the principal as may be specified in the terms of that series) to be
due and payable immediately. However, at any time after such a declaration of
acceleration with respect to Debt Securities of any series has been made, but
before a judgment or decree based on such acceleration has been obtained, the
Holders of a majority in aggregate principal amount of Outstanding Debt
Securities of that series may, under certain circumstances, rescind and annul
such acceleration if all Events of Default other than the non-payment of
accelerated principal, with respect to Debt Securities of that series, have
been cured or waived as provided in such Indenture.
Reference is made to the Prospectus Supplement relating to any Debt Security
that is an Original Issue Discount Security for the particular provisions
relating to acceleration of the Maturity of a portion of the principal amount
of such Original Issue Discount Security upon the occurrence of an Event of
Default and the continuation thereof.
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<PAGE>
Each Indenture requires the applicable Issuer to file annually with the
Trustee an Officer's Certificate as to the absence of certain defaults under
the terms of such Indenture. Each Indenture provides that the Trustee shall,
within 90 days after the occurrence of a default with respect to any such
series for which there are Debt Securities outstanding which is continuing,
give to the Holders of such Debt Securities notice of all uncured defaults
known to it (the term default to include the events specified above without
grace periods); provided that, except in the case of default in the payment of
principal, premium, if any, or interest on any of the Debt Securities of any
series or the payment of any sinking fund installment on the Debt Securities of
any series, the Trustee shall be protected in withholding such notice if it in
good faith determines that the withholding of such notice is in the interest of
the Holders of Debt Securities.
Subject to the provisions of each Indenture relating to the duties of the
Trustee in case an Event of Default shall occur and be continuing, each
Indenture provides that the Trustee shall be under no obligation to exercise
any of its rights or powers under such Indenture at the request, order or
direction of the Holders of the Debt Securities unless such Holders shall have
offered to the Trustee reasonable indemnity. Subject to such provisions for
indemnification and other rights of the Trustee, such Indenture provides that
the Holders of a majority in aggregate amount of the Outstanding Debt
Securities of any series affected shall have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
Trustee or exercising any trust or power conferred on the Trustee with respect
to Debt Securities of such series.
No Holder of any Debt Security of any series will have any right to institute
any proceeding with respect to such Indenture or for any remedy thereunder,
unless (i) such Holder shall have previously given to the Trustee written
notice of a continuing Event of Default with respect to Debt Securities of that
series, (ii) the Holders of at least 25% in aggregate principal amount of the
Outstanding Debt Securities of that series shall have made written request to
the Trustee to institute such proceeding as Trustee, (iii) such Holder or
Holders shall have offered to the Trustee reasonable indemnity, (iv) the
Trustee shall have failed to institute such proceeding within 60 days, and (v)
the Trustee shall not have received from the Holders of a majority in aggregate
principal amount of the Outstanding Debt Securities of that series a direction
inconsistent with such request. However, the Holder of any Debt Security will
have an absolute right to receive payment of the principal, premium, if any,
and interest on such Debt Security on or after the due dates expressed in such
Debt Security and to institute suit for the enforcement of any such payment.
GOVERNING LAW
The Indentures, the Debt Securities and the Guarantees are governed by the
laws of the State of New York.
INFORMATION CONCERNING THE TRUSTEE
Arvin Industries maintains banking relationships in the ordinary course of
business with the Trustee, and the Trustee participates, along with several
other banks, in certain credit facilities with Arvin Industries. The Trustee is
currently trustee with respect to Arvin Industries' 8 3/8% Notes due March 1,
1997 and 9 1/8% Sinking Fund Debentures due March 1, 2017. The Trustee also is
trustee with respect to $75,000,000 aggregate principal amount of Medium Term
Notes of Arvin Industries issued under the AI-Indenture and $38,000,000
aggregate principal amount of Medium Term Notes of Arvin Finance issued under
the AF-Indenture.
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PLAN OF DISTRIBUTION
Each Issuer may sell the Debt Securities directly or through agents
designated from time to time by the Issuer or may offer or reoffer the Debt
Securities through, or through underwriting syndicates managed or co-managed
by, underwriters as may be designated by the Issuer. The Prospectus Supplement
with respect to the Debt Securities of a particular series describes the terms
of the offering of such Debt Securities, including the name or names of any
underwriters or agents, the public offering or purchase price, any discounts or
commissions to be allowed or paid to the underwriters or agents, all other
items constituting underwriting compensation, the discounts or commissions to
be allowed or paid to dealers, if any, and the exchanges, if any, on which the
Debt Securities will be listed. Each Issuer may also arrange for repurchases
and resales of such Debt Securities by dealers.
Each Issuer will agree to indemnify any underwriters or agents through which
Debt Securities are sold against certain civil liabilities, including
liabilities under the Securities Act, or contribute to payments such
underwriters or agents may be required to make in respect thereof.
LEGAL OPINIONS
The validity of the Debt Securities offered hereby and of the Guarantees will
be passed upon for Arvin Industries and Arvin Finance by Schiff Hardin & Waite,
Chicago, Illinois, and for Arvin Finance by Clifford Chance, Amsterdam, The
Netherlands (with respect to matters relating to the laws of The Netherlands).
EXPERTS
The financial statements incorporated in this Prospectus by reference to the
Annual Report on Form 10-K for the year ended January 3, 1993, have been so
incorporated in reliance on the report of Price Waterhouse, independent
accountants, given on the authority of said firm as experts in auditing and
accounting.
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NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR IN-
CORPORATED BY REFERENCE IN THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS IN
CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS SUPPLEMENT AND THE PROSPEC-
TUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RE-
LIED UPON AS HAVING BEEN AUTHORIZED BY ARVIN INDUSTRIES OR THE UNDERWRITERS.
NEITHER THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS NOR ANY
SALE MADE HEREUNDER AND THEREUNDER SHALL UNDER ANY CIRCUMSTANCE CREATE AN IM-
PLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF ARVIN INDUSTRIES
SINCE THE DATE HEREOF. THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS DO NOT
CONSTITUTE AN OFFER OR SOLICITATION BY ANYONE IN ANY STATE IN WHICH SUCH OFFER
OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR
SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANYONE TO WHOM IT IS UNLAWFUL TO
MAKE SUCH OFFER OR SOLICITATION.
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TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Arvin Industries, Inc...................................................... S-2
Recent Developments........................................................ S-2
Use of Proceeds............................................................ S-2
Selected Financial Data.................................................... S-3
Capitalization............................................................. S-4
Description of Notes....................................................... S-5
Underwriting............................................................... S-7
PROSPECTUS
Available Information...................................................... 2
Incorporation of Certain Documents by Reference............................ 2
Arvin Industries, Inc...................................................... 3
Arvin Overseas Finance B.V................................................. 5
Use of Proceeds............................................................ 6
Description of Debt Securities............................................. 6
Plan of Distribution....................................................... 15
Legal Opinions............................................................. 15
Experts.................................................................... 15
</TABLE>
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$75,000,000
LOGO ARVIN
INDUSTRIES, INC.
% NOTES DUE FEBRUARY 15, 2001
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PROSPECTUS SUPPLEMENT
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MERRILL LYNCH & CO.
LEHMAN BROTHERS
, 1994
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