As filed with the Securities and Exchange Commission on May 14, 1997
Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
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.
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Title of Amount Proposed Proposed Amount of
Securities to to be Maximum Offering Maximum Aggregate Registration
be Registered Registered Price Per Share<F1> Offering Price<F1> Fee
<S> <C> <C> <C> <C>
Common Shares,
$2.50 par value
_________________ 950,000 $26.8125 $25,471,875 $7,718
Preferred Share
Purchase Rights
<F1> 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.
</TABLE>
<PAGE> 2
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 on page 5 hereof.
<PAGE> 3
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 registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Columbus, State
of Indiana, on this 17th day of April 1997.
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
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 April 17, 1997
------------------------- Executive Officer and
Byron O. Pond Director
/s/ Richard A. Smith Vice President-- April 17, 1997
------------------------- Finance, Chief Financial
Richard A. Smith Officer and Director
/s/ William M. Lowe, Jr. Controller and Chief April 17, 1997
------------------------- Accounting Officer
William M. Lowe, Jr.
/s/ James K. Baker Vice Chairman of the April 17, 1997
------------------------- Board
James K. Baker
/s/ V. William Hunt President and Director April 17, 1997
-------------------------
V. William Hunt
/s/ Joseph P. Allen Director April 17, 1997
-------------------------
Joseph P. Allen
<PAGE> 4
Signature Title Date
--------- ------ ----
/s/ Steven C. Beering Director April 17, 1997
-------------------------
Steven C. Beering
/s/ Joseph P. Flannery Director April 17, 1997
-------------------------
Joseph P. Flannery
/s/ Ivan W. Gorr Director April 17, 1997
-------------------------
Ivan W. Gorr
/s/ William D. George Director April 17, 1997
-------------------------
William D. George
/s/ Richard W. Hanselman Director April 17, 1997
-------------------------
Richard W. Hanselman
/s/ Don J. Kacek Director April 17, 1997
-------------------------
Don J. Kacek
/s/ Frederick R. Meyer Director April 17, 1997
-------------------------
Frederick R. Meyer
/s/ Arthur R. Velasquez Director April 17, 1997
-------------------------
Arthur R. Velasquez
<PAGE> 5
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
23.3 Consent of KPMG Peat Marwick LLP
EXHIBIT 5
SCHIFF HARDIN & WAITE
7200 Sears Tower
Chicago, Illinois 60606
(312) 876-1000
May 14, 1997
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Arvin Industries, Inc. -- Registration
of 950,000 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 (the "Registration
Statement"), covering an additional 950,000 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 950,000
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. Hartman
-----------------------------
Frederick L. Hartmann
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated January 29,
1997, appearing on page 40 of Arvin Industries, Inc.'s Annual Report
on Form 10-K for the year ended December 29, 1996.
PRICE WATERHOUSE LLP
Indianapolis, Indiana
May 7, 1997
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors
Calspan SRL Corporation:
We consent to the incorporation by reference in the registration
statement on Form S-8 of Arvin Industries, Inc. of our report dated
January 25, 1995 with respect to the consolidated statements of
operations, shareholders' equity, and cash flows of Space Industries
International, Inc. and subsidiaries (formerly Calspan Holding
Corporation and predecessor to Calspan SRL Corporation) for the year
ended January 1, 1995, which report appears in the December 29, 1996
annual report on Form 10-K of Arvin Industries, Inc.
KPMG Peat Marwick LLP
Buffalo, New York
May 12, 1997
