As filed with the Securities and Exchange Commission on
November 26, 1996
Registration No. 33-50371
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
Registration Statement
Under
The Securities Act of 1933
ARVIN INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Indiana 35-0550190
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Noblitt Plaza
Box 3000
Columbus, Indiana 47202-3000
(Address of principal executive offices)
ARVIN INDUSTRIES, INC. 1988 STOCK BENEFIT PLAN
(Full title of the plan)
Mr. Ronald R. Snyder
Vice President - General Counsel & Secretary
Arvin Industries, Inc.
One Noblitt Plaza
Box 3000
Columbus, Indiana 47202-3000
(Name and address of agent for service)
(812) 379-3000
(Telephone number, including area code, of agent for service)
Please direct communications concerning this
Registration Statement to:
Linda Jeffries Wight
Schiff Hardin & Waite
7200 Sears Tower
Chicago, Illinois 60606-6473
(312) 258-5619
APPROXIMATE DATE OF PROPOSED SALE: From time to time in accordance with
the terms of the Plan.
CALCULATION OF REGISTRATION FEE
Title of Amount to Proposed Proposed Amount of
Securities to be Maximum Maximum Registration
be Registered Registered Offering Aggregate Fee
Price Per Offering Price
Share
Common Shares,
$2.50 par value
_______________ 960,000 $28.75 (1) $27,600,000(1) $8,625 (2)
Preferred Share
Purchase Rights
(1) Estimated solely for the purpose of calculating the registration
fee pursuant to Rule 457(h) under the Securities Act of 1933, as
amended. The value attributable to the Preferred Share Purchase
Rights is reflected in the value attributable to the Common
Shares. The registration fee was calculated at the rate of 1/32
of 1%, the applicable rate at the time the registration statement
was originally filed.
(2) In payment of the registration fee, $8,625 was wire transferred to
the Securities and Exchange Commission's bank account at Mellon
Bank on or about September 22, 1993 in connection with the
original filing of this registration statement. Of such amount,
$3,301 was actually withdrawn by the SEC. As a result, $5,324 is
being paid with this Post-Effective Amendment No. 1. The balance
of the registration fee is currently held in the SEC's Mellon Bank
account.
The registrant hereby amends this registration statement to amend
the full title of the Plan to which this registration statement
relates, the information set forth in the Calculation of
Registration Fee box, the registration statement which is
incorporated by reference herein, and Part II of the registration
statement.
This Post-Effective Amendment No. 1 to this registration statement
is being filed by the registrant to amend (1) the title of the plan to
which this registration statement relates, (2) the information set
forth in the Calculation of Registration Fee box, (3) the registration
statement on Form S-8 hereby incorporated by reference, and (4) Part II
of this registration statement, to eliminate Items 5, 6 and 9 and amend
the Exhibits filed herewith.
* * *
The contents of the registration statement on Form S-8 (File No.
33-21717) filed by the registrant with the Securities and Exchange
Commission on May 6, 1988 registering its Common Shares, $2.50 par
value per share, issuable pursuant to the Arvin Industries, Inc. 1988
Stock Benefit Plan are hereby incorporated by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
All information required in this registration statement not
included in the exhibits attached hereto or set forth on the signature
page is set forth in the earlier registration statement of the
registrant on Form S-8 (File No. 33-21717) which is incorporated herein
by reference.
Item 8. Exhibits.
The Exhibits filed herewith are set forth on the exhibit index
filed as part of this registration statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly
caused this post-effective amendment no. 1 to this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Columbus, State of Indiana, on this 31st day
of October 1996.
ARVIN INDUSTRIES, INC.
By: /s/ Byron O. Pond
---------------------
Byron O. Pond
Chairman, Chief Executive Officer and Director
Pursuant to the requirements of the Securities Act of 1933, this
post-effective amendment no. 1 to this registration statement has been
signed by the following persons in the capacities and on the date
indicated.
Signature Title Date
- --------------------- -------------------------- ----------
/s/ Byron O. Pond Chairman, Chief Executive 10/31/96
- --------------------- Officer and Director
Byron O. Pond
/s/ Richard A. Smith Vice President--Finance, 10/31/96
- --------------------- Chief Financial Officer
Richard A. Smith and Director
/s/ William M. Lowe, Jr. Controller and Chief 10/31/96
- --------------------- Accounting Officer
William M. Lowe, Jr.
/s/ James K. Baker Vice Chairman of 10/31/96
- --------------------- the Board
James K. Baker
/s/ V. William Hunt President and Director 10/31/96
- ---------------------
V. William Hunt
/s/ Joseph P. Allen Director 10/31/96
- ---------------------
Joseph P. Allen
/s/ Steven C. Beering Director 10/31/96
- ---------------------
Steven C. Beering
/s/ Joseph P. Flannery Director 10/31/96
- ---------------------
Joseph P. Flannery
/s/ Ivan W. Gorr Director 10/31/96
- ---------------------
Ivan W. Gorr
/s/ William D. George Director 10/31/96
- ---------------------
William D. George
- --------------------- Director
Richard W. Hanselman
/s/ Don J. Kacek Director 10/31/96
- ---------------------
Don J. Kacek
/s/ Frederick R. Meyer Director 10/31/96
- ---------------------
Frederick R. Meyer
/s/ Arthur R. Velasquez Director 10/31/96
- ---------------------
Arthur R. Velasquez
EXHIBIT INDEX
Exhibit
Number Exhibit
- ---------------------------------------------
5 Opinion of Schiff Hardin & Waite,
counsel to registrant
23.1 Consent of Schiff Hardin & Waite
(included in the opinion referred to in
Exhibit 5)
23.2 Consent of Price Waterhouse LLP
EXHIBIT 5
November 18, 1996
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Arvin Industries, Inc. -- Registration
of 960,000 Additional Common Shares,
Par Value $2.50 Per Share on Form S-8
--------------------------------------
Ladies and Gentlemen:
We have acted as counsel to Arvin Industries, Inc., an Indiana
corporation (the "Company"), in connection with the Company's filing of
a Registration Statement on Form S-8 and Post-Effective Amendment No. 1
thereto (the "Registration Statement"), covering an additional 960,000
Common Shares, $2.50 par value per share (and the Preferred Share
Purchase Rights attached hereto) of the Company (the "Shares"), under
the Arvin Industries, Inc. 1988 Stock Benefit Plan, as amended (the
"Plan").
In this connection we have made such investigation and have
examined such documents as we have deemed necessary in order to enable
us to render the opinion contained herein.
Based upon the foregoing, it is our opinion that the 960,000
Shares, when issued in accordance with the terms of the Plan, have been
or will be legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement.
Very truly yours,
SCHIFF HARDIN & WAITE
By:
/s/ Frederick L. Hartmann
--------------------------
Frederick L. Hartmann
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 33-50371) of Arvin Industries, Inc. of our
report dated January 30, 1996, appearing on page 41 of the Arvin
Industries, Inc. Form 10-K for the year ended December 31, 1995.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
November 18, 1996
