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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
AMENDMENT NO. 2 TO
SCHEDULE 13D
Under the Securities Exchange Act of 1934
ARVIN INDUSTRIES, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
043339100
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(CUSIP Number)
Ronald R. Snyder
Vice President, General Counsel and Corporate Secretary
Arvin Industries, Inc.
One Noblitt Plaza
Columbus, IN 47202
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(Name, address and telephone number of person authorized to receive notice and
communications)
December 3, 1997 and
January 5, 1998
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(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b) (3) or (4), check the following box: / /
Check the following box if a fee is being paid with this statement: / /
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1. Name of Reporting Person
The Northern Trust Company, as Trustee for the Arvin Industries, Inc.
Employee Stock Benefit Trust
S.S. or I.R.S. Identification Number of Above Person: 36-6031971
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2. Check the Appropriate Box if a Member of a Group (a) / /
Not Applicable (b) /X/
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3. SEC Use Only
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4. Source of Funds: SC, OO
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5. Check Box if Disclosure of Legal Proceedings is / /
Required Pursuant to Items 2(d) or 2(e)
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6. Citizenship or Place of Organization: Indiana
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Number of Shares Beneficially Owned by Each Reporting Person With
7. Sole Voting Power:
8. Shared Voting Power: 1,080,980
9. Sole Dispositive Power:
10. Shared Dispositive Power: 1,080,980
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11. Aggregate Amount Beneficially Owned by Each Reporting Person: 1,080,980
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares / /
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13. Percent of Class Represented by Amount in Row (11): 4.40%
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14. Type of Reporting Person: BK, EP
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The filing of this statement on Schedule 13D by the Arvin Industries, Inc.
Employee Stock Benefit Trust (the "Trust") does not constitute, and should not
be construed as, an admission that either the Trust or The Northern Trust
Company, as trustee of the Trust (the "Trustee"), beneficially owns any
securities covered by this Statement or is required to file this Statement. In
this connection, the Trust and the Trustee disclaim beneficial ownership of the
securities covered by this Statement.
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ITEM 1. SECURITY AND ISSUER
The class of equity securities to which this Statement relates is the Common
Stock, $2.50 par value (the "Common Stock"), of Arvin Industries, Inc., an
Indiana Corporation (the "Issuer"). The Issuer's principal executive offices are
located at One Noblitt Plaza, Columbus, IN 47202.
ITEM 2. IDENTITY AND BACKGROUND
This Statement is being filed by the Trust. The business address of the Trust is
c/o The Northern Trust Company, 50 S. LaSalle Street, Chicago, Illinois 60675.
The address of the Trustee is 50 S. LaSalle Street, Chicago, Illinois 60675. The
Trust is a trust organized under the laws of the State of Indiana. The Trustee
is a banking corporation organized under the laws of the State of Illinois.
During the past five years, neither the Trust nor the Trustee has been (i)
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, Federal or
State securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On December 20, 1996, the Issuer and the Trustee, as trustee for the Trust,
entered into a trust agreement creating the Trust (the "Trust Agreement"), and
the Issuer sold 1,800,000 shares of Common Stock to the Trust pursuant to the
terms of a common stock purchase agreement (the "Common Stock Purchase
Agreement") between the Issuer and the Trustee, as trustee for the Trust, in
exchange for a promissory note in the amount of $42,187,500 (the "Note"). The
Note bears interest at the rate of 8% per annum and is payable in quarterly
installments through January 1, 2006. Principal and interest on the Note are
expected to be repaid through contributions to the Trust by the Issuer and
dividends received on the shares of Common Stock issued to the Trust.
ITEM 4. PURPOSE OF TRANSACTION
The Issuer has advised the Trustee that the Trust was created to satisfy future
obligations under existing benefit plans, including stock plans, 401(k) plans,
and other employee benefit plans as defined in the Trust Agreement and as
designated by the Issuer ("Plans") and to foster employee ownership in the
Issuer. The Trust was created with the objective of enfranchising and motivating
employees and thus enhancing the Issuer's long-term performance, thereby
benefiting all shareholders of the Issuer. The Trust Agreement sets forth the
manner in which shares are to be allocated to the Plans. The Issuer has advised
the Trustee that the Issuer's contributions to the Plans will be decreased by
the value of the shares allocated to the Plans from the Trust.
The Issuer has further advised the Trustee that the Issuer is aware that the
creation of the Trust and the purchase of shares of Common Stock by the Trust
may have certain antitakeover effects. Under Indiana corporation law, a merger
requires the affirmative vote of a majority of the outstanding shares. Moreover,
under the Issuer's Articles of Incorporation, certain business combinations must
be approved by 80% of all outstanding shares. The creation of the Trust may
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thus make it more difficult for an acquirer to obtain an affirmative merger vote
without employee support.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
As of the date of this filing, the Trust held 1,080,980 shares of Common Stock,
or approximately 4.40% of the Issuer's Common Stock, as to which the Trust may
be deemed to have shared voting and dispositive power. During the past 60 days
immediately preceding this filing, the Trust effected the following transactions
in the Issuer's Common Stock: (i) on December 3, 1997, the date upon which the
Trust ceased to be the beneficial owner of more than 5% of the Issuer's Common
Stock, the Trust transferred to the Plans 221,879 shares at approximately $33.06
per share, causing the Trust's beneficial ownership to fall to approximately
4.48%; and (ii) on January 5, 1998, the Trust transferred to the Plans 17,974
shares at approximately $33.31 per share. Each such transfer was made pursuant
to the allocations described above in Item 4.
The Trust Agreement provides that the Trustee shall follow the directions of the
trustee of any trust established under any DC Plan, as defined in the Trust
Agreement, as to the manner in which shares of Common Stock held by the Trust
are to be voted. The Trust Agreement further provides that each share assigned
to each participant in a DC Plan ("DC Participant") shall be voted in accordance
with such DC Participant's direction to the trustee of the DC Plan in which he
participates with respect to shares of Common Stock allocated to his account in
such DC Plan, as reflected in the certification to be delivered to the Trustee
by the trustee of the DC Plan ("DC Plan Trustee Certification"). The Trust
Agreement also provides that any shares of Common Stock which remain undirected
pursuant to the foregoing shall be voted in the same proportions as the shares
of Common Stock for which the Trustee is directed. With respect to the decision
as to whether or not to accept any tender or exchange offer for shares of Common
Stock, the Trust Agreement provides that the Trustee will similarly act in
accordance with the DC Plan Trustee Certification; however, if the Trustee shall
not receive timely instruction by means of the DC Plan Trustee Certification,
the Trustee shall not tender or exchange any shares of Common Stock with respect
to which the trustee of any DC Plan has the right of direction, and the Trustee
shall have no discretion in such matter. The Trust Agreement further provides
that all voting instructions and all tender or exchange instructions received by
the Trustee will be held in confidence and not disclosed to any person,
including the Issuer, other than (i) agents of the Trustee who are not
affiliated with the Issuer or its affiliates or (ii) by virtue of the execution
by the Trustee of any proxy, consent or letter of transmittal for the shares of
Common Stock held in the Trust or as otherwise is necessary in order for the
Trustee to carry out its responsibilities.
The filing of this Statement on Schedule 13D by the Trust does not constitute,
and should not be construed as, an admission that either the Trust or the
Trustee beneficially owns any securities covered by this Statement or is
required to file this Statement. In this connection, the Trust and the Trustee
disclaim beneficial ownership of the securities covered by this Statement.
ITEM 6. CONTRACT, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
The Issuer and the Trustee, as trustee for the Trust, have entered into the
Trust Agreement and the Common Stock Purchase Agreement, and the Trustee, as
trustee for the Trust, has issued the Note to the Issuer.
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The Trust Agreement, the Common Stock Purchase Agreement and the Note were filed
as Exhibits under Form 8K filed by the Issuer on January 21, 1997. That filing
is incorporated by reference herein.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: February 1, 1998
THE NORTHERN TRUST COMPANY, TRUSTEE
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NAME: Perry R. Pero
TITLE: Senior Executive Vice President
