As filed with the Securities and Exchange Commission on March 4, 1999
Registration No. 333-
===================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
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 (IRS Employer Identification No.)
incorporation or organization)
One Noblitt Plaza
Box 3000
Columbus, Indiana 47202-3000
(812) 379-3000
---------------
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
---------------
Ronald R. Snyder
Vice President, General Counsel and Secretary
Arvin Industries, Inc.
One Noblitt Plaza
Box 3000
Columbus, Indiana 47202-3000
(812) 379-3000
--------------
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
---------------
Copies to:
Frederick L. Hartmann Brian W. Duwe
Schiff Hardin & Waite Skadden, Arps, Slate, Meagher &
Flom (Illinois)
6600 Sears Tower 333 West Wacker Drive
Chicago, Illinois 60606 Chicago, Illinois 60606
Approximate Date of Commencement of Proposed Sale to the Public:
As soon as practicable after this Registration Statement is declared
effective.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please
check the following box. / /<PAGE>
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, other than securities offered only in
connection with dividend or interest reinvestment plans, check the
following box. /X/
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for
the same offering. /X/ 33-53087
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. / /
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CALCULATION OF ADDITIONAL REGISTRATION FEE
===================================================================
<TABLE>
<CAPTION>
Proposed
Proposed Maximum
Title of Each Maximum Aggregate Amount of
Securities to Amount to be Offering Price Offering Registration
be Registered Registered(1) Per Unit(2) Price(2)(3) Fee
-------------- ------------- -------------- ----------- ------------
<S> <C> <C> <C> <C>
Debt
Securities $25,000,000 100% $25,000,000 $6,950
==================
(1) Represents total additional amount registered pursuant to this Registration Statement. Does not include the
$125,000,000 amount remaining available from Registration Statement No. 33-53087, the filing fee for which
has already been paid.
(2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o).
(3) Subject to note (1), there are being registered hereunder an indeterminate principal amount of Debt
Securities. If any Debt Securities are being issued at an original issue discount, then the offering price
shall be in such greater principal amount as shall result in an approximate initial offering price not to
exceed $25,000,000.
</TABLE>
2<PAGE>
EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Rule
462(b) under the Securities Act of 1933, as amended. The contents of
the registrant's Registration Statement on Form S-3 (Registration No.
33-53087) are incorporated herein by reference.
EXHIBITS
5-1 Opinion of Schiff Hardin & Waite.
23-1 Consent of PricewaterhouseCoopers LLP.
23-2 Consent of Schiff Hardin & Waite (included in Exhibit 5-1).
3<PAGE>
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-3 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 3rd day of March, 1999.
ARVIN INDUSTRIES, INC.
By: /s/ V. William Hunt
==============================
V. William Hunt,
President and Chief Executive
Officer
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/ V. William Hunt President, Chief March 3, 1999
=============================== Executive Officer
V. William Hunt and Director
/s/ Byron O. Pond Chairman and March 3, 1999
=============================== Director
Byron O. Pond
/s/ Richard A. Smith Vice President - March 3, 1999
=============================== Finance, Chief
Richard A. Smith Financial Officer
and Director
/s/ William M. Lowe, Jr. Controller and Chief March 3, 1999
=============================== Accounting Officer
William M. Lowe, Jr.
4<PAGE>
Signature Title Date
========= ===== ====
/s/ Joseph P. Allen Director February 22,
=============================== 1999
Joseph P. Allen
/s/ Steven C. Beering Director March 3, 1999
===============================
Steven C. Beering
/s/ Joseph P. Flannery Director March 3, 1999
===============================
Joseph P. Flannery
/s/ William D. George Director February 20,
=============================== 1999
William D. George
/s/ Ivan W. Gorr Director March 3, 1999
===============================
Ivan W. Gorr
/s/ Richard W. Hanselman Director March 3, 1999
===============================
Richard W. Hanselman
/s/ Don J. Kacek Director March 3, 1999
===============================
Don J. Kacek
/s/ Frederick R. Meyer Director February 20,
=============================== 1999
Frederick R. Meyer
/s/ Arthur R. Velasquez Director March 3, 1999
===============================
Arthur R. Velasquez
5<PAGE>
EXHIBIT 5-1
-----------
SCHIFF HARDIN & WAITE
A Partnership Including Professional Corporations
6600 Sears Tower, Chicago, Illinois 60606-6473
Telephone (312) 258-5500 Facsimile (312) 258-5600
Frederick L. Hartmann
(312) 258-5656
March 3, 1999
Arvin Industries, Inc.
One Noblitt Plaza, Box 3000
Columbus, IN 47202-3000
Re: Arvin Industries, Inc.
Registration Statement on Form S-3
Gentlemen:
We have acted as counsel to Arvin Industries, Inc., an Indiana
corporation (the "Company"), in connection with the filing pursuant to
Rule 462(b) under the Securities Act of 1933, as amended (the "Act")
of a Registration Statement on Form S-3 (the "Registration Statement")
with the Securities and Exchange Commission. The Registration
Statement relates to the registration under the Act of up to
$25,000,000 of additional unsecured, senior and subordinated debt
securities, consisting of debentures, notes or other evidences of
indebtedness in one or more series ("Debt Securities") of the Company.
The senior Debt Securities are to be issued under an indenture,
dated as of July 3, 1990, as amended, between the Company and Harris
Trust and Savings Bank, as trustee. The subordinated Debt Securities
are to be issued under an indenture, to be entered into between the
Company and NBD Bank, N.A. or its successor, as trustee. (Each such
indenture is referred to as an "Indenture" and, together, as the
"Indentures.") The Debt Securities may be offered and sold pursuant
to one or more underwriting agreements (each, together with any
related schedule of terms, an "Underwriting Agreement") between the
Company and the underwriters named therein, or as otherwise provided
pursuant to the Registration Statement.
In this regard, we have reviewed the Registration Statement and
the exhibits thereto and have examined such other documents and made
such investigation as we have deemed necessary in order to enable us
to render the opinions set forth below. In rendering such opinions,
we have assumed that (i) a Prospectus Supplement (a "Prospectus
Supplement") relating to the Debt Securities to be offered and sold as
contemplated by the Registration Statement will be prepared, delivered<PAGE>
and filed as contemplated by the Act, (ii) if subordinated Debt
Securities are to be issued and sold, the Indenture with respect to
the subordinated Debt Securities will have been authorized, executed
and delivered by NBD Bank, N.A. or its successor, as trustee, in
substantially the form filed as an exhibit to the Registration
Statement, (iii) the respective Indenture will represent the valid and
binding obligation of the respective trustee, (iv) each Underwriting
Agreement will be executed and delivered in substantially the
respective form filed as an exhibit to the Registration Statement, and
(v) each Underwriting Agreement will be authorized, executed and
delivered by or on behalf of the underwriters named therein and will
represent a valid and binding obligation of each such underwriter.
Based on the foregoing, we are of the opinion that:
1. The Company is a corporation duly incorporated and validly
existing under the laws of the State of Indiana.
2. The Debt Securities will be valid and binding obligations of
the Company, enforceable in accordance with their terms (except as
enforcement thereof may be limited by bankruptcy, insolvency,
reorganization, moratorium or other laws relating to or affecting
enforcement of creditors' rights generally or by general equity
principles and except that a claim in respect of any Debt Securities
denominated other than in U.S. dollars may be converted into U.S.
dollars at a rate of exchange prevailing at a date determined by
applicable law), at such time as: (a) the board of directors of the
Company or a duly authorized committee thereof (the "Board of
Directors") shall have established by resolution, not inconsistent
with the applicable Indenture, a series in which such Debt Securities
are to be issued and the terms of such Debt Securities, and such
series and terms shall have been set forth in an officers' certificate
or established in a supplemental indenture in accordance with the
requirements of the Indenture; and (b) the issuance and sale of such
Debt Securities shall have been duly executed, authenticated, issued
and delivered pursuant to the provisions of the applicable Indenture
and, if applicable, in accordance with a duly authorized, completed
and executed Underwriting Agreement, as contemplated in the
Registration Statement and the related Prospectus Supplement, against
payment of the agreed consideration therefor.<PAGE>
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement and to the use of our name under the
caption "Legal Opinions" in the prospectus constituting a part of the
Registration Statement.
Very truly yours,
SCHIFF HARDIN & WAITE
By: /s/ Frederick L. Hartmann
================================
Frederick L. Hartmann<PAGE>
EXHIBIT 23-1
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CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Prospectus constituting part of this Registration Statement on Form S-
3 of our report dated January 29, 1999,except as to Note 15 which is
as of February 26, 1999 appearing on page 38 of Arvin Industries,
Inc.'s Annual Report on Form 10-K for the year ended January 3, 1999.
We also consent to the reference to us under the heading "Experts" in
such Prospectus.
PricewaterhouseCoopers LLP
Indianapolis, Indiana
March 1, 1999<PAGE>
