As filed with the Securities and Exchange Commission on September
12, 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 SAVINGS 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)
With a copy to:
Frederick Hartmann
Schiff Hardin & Waite
7200 Sears Tower
Chicago, Illinois 60606-6473
(312) 258-5656
CALCULATION OF REGISTRATION FEE
Proposed
Proposed Maximum
Title of Securities Amount Maximum Aggregate Amount of
to be Registered to be Offering Offering Registration
Registered Price Per Price(1) Fee(1)
Share (1)
Common Shares,$2.50 1,200,000 $35.625 $42,750,000 $12,955
par value (including
Preferred Share
Purchase Rights)
Interests in the Plan (2) (2) (2) (2)
(1) Estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457(h) under the Securities Act
of 1933, as amended, based on $35.625, the average of the high
and low sales prices of the Common Shares of Arvin Industries,
Inc. on the New York Stock Exchange on September 8, 1997. The
value attributable to the Preferred Share Purchase Rights is
reflected in the value attributable to the Common Shares.
(2) In addition, pursuant to Rule 416(c) under the Securities
Act of 1933, this Registration Statement also covers an
indeterminate amount of interests to be offered or sold pursuant
to the Plan described herein for which no separate fee is
required.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents which have been filed by Arvin
Industries, Inc. (the "Registrant") are incorporated herein by
reference:
(a) The Registrant's Annual Report on Form 10-K for the
year ended December 29, 1996;
(b) The Registrant's Quarterly Reports on Form 10-Q for the
quarters ended March 30, 1997 and June 29, 1997;
(c) The Registrant's Current Reports on Form 8-K dated
January 3, 1997, January 21, 1997 and February 10, 1997; and
(d) The description of the Registrant's Common Stock
contained in its Registration Statement on Form S-3 (File No. 33-
10774).
All documents subsequently filed by the Registrant and/or
the Arvin Savings Plan (the "Plan") pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior
to the filing of a post-effective amendment which indicates that
all securities offered hereby have been sold or which deregisters
all securities then remaining unsold, shall be deemed
incorporated by reference herein and to be a part hereof from the
date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Article 8 of the Amended and Restated By-Laws of the
Registrant, as amended, and Article 10 of its Restated Articles
of Incorporation, as amended, both provide for indemnification of
officers and directors of the Registrant against expenses
incurred by any of them in certain stated proceedings and under
certain stated conditions.
Chapter 37 of the Indiana Business Corporation Law
authorizes every Indiana corporation to indemnify its officers
and directors under certain circumstances against liability
incurred in connection with the defense of proceedings in which
they are made parties, or threatened to be made parties, by
reason of such relationship to the corporation, except where they
are adjudged liable for specific types of negligence or
misconduct in the performance of their duties to the corporation.
Chapter 37 also requires every Indiana corporation to indemnify
any of its directors and, unless such corporation's articles of
incorporation provide otherwise, any of its offices who were
wholly successful, on the merits or otherwise, in the defense of
any such proceeding against reasonable expenses incurred by such
director in connection with such proceeding.
Officers and directors of the Registrant are presently
covered by insurance which (with certain exceptions and within
certain limitations) indemnifies them against any losses or
liabilities arising from any alleged "wrongful act," including
any breach of duty, neglect, error, misstatement, misleading
statement, omission or other acts done or wrongfully attempted.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The exhibits filed herewith or incorporated by reference
herein are set forth in the Exhibit Index filed as part of this
registration statement on page 7 hereof. The exhibits do not
include an opinion of counsel as to the legality of the
securities being registered because the Common Stock covered by
this registration statement are not original issuance securities.
The Registrant has received from the Internal Revenue Service a
determination that the Plan is qualified under Section 401 of the
Internal Revenue Code and will make all changes required by the
Internal Revenue Service in order to continue to so qualify the
Plan.
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement;
provided, however, that any increase or decrease in volume of
securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20
percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
registration statement; and
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in
the registration statement or any material change to such
information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is on Form S-3, Form S-8,
and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed by the Registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
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 29th day of
August, 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 August 29, 1997
Byron O. Pond Executive Officer and
Director
/s/Richard A. Smith Vice President-- August 29, 1997
Richard A. Smith Finance, Chief Financial
Officer and Director
/s/William M. Lowe, Jr. Controller and Chief August 29, 1997
William M. Lowe, Jr. Accounting Officer
/s/J. K. Baker Vice Chairman of the August 29, 1997
James K. Baker Board
/s/V. William Hunt President, Chief August 29, 1997
V. William Hunt Operating Officer
and Director
Signature Title Date
Director September _, 1997
Joseph P. Allen
/s/Steven C. Beering Director September 8, 1997
Steven C. Beering
Director September _, 1997
Joseph P. Flannery
/s/Ivan W. Gorr Director September 2, 1997
Ivan W. Gorr
Director September _, 1997
William D. George
Director September _, 1997
Richard W. Hanselman
/s/Don J. Kacek Director September 5, 1997
Don J. Kacek
Director September _, 1997
Frederick R. Meyer
/s/Arthur R. Velasquez Director September 5, 1997
Arthur R. Velasquez
The Plan. Pursuant to the requirements of the Securities
Act of 1933, the Plan administrator 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 August 29, 1997.
ARVIN SAVINGS PLAN
By: /s/Richard A. Smith
Richard A. Smith
Member, Plan Committee
By: /s/Raymond P. Mack
Raymond P. Mack
Member, Plan Committee
By: /s/Matthew W. Golden
Matthew W. Golden
Member, Plan Committee
By: /s/A.R. Sales
A.R. Sales
Member, Plan Committee
EXHIBIT INDEX
Exhibit
Number Exhibit
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Price Waterhouse LLP
EXHIBIT 23.1
Consent of Independent Accounts
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.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Buffalo, New York
September 11, 1997
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.
/s/ PRICE WATERHOUSE LLP
PRICE WATERHOUSE LLP
Indianapolis, Indiana
September 8, 1997
