As filed with the Securities and Exchange Commission on April 14, 1999
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.
EMPLOYEE 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)
WITH A COPY TO:
FREDERICK L. HARTMANN
SCHIFF HARDIN & WAITE
6600 SEARS TOWER
CHICAGO, ILLINOIS 60606-6473
(312) 258-5656
-----------------------------------
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
Proposed Proposed
Title of Securities to be Amount Maximum Maximum Amount of
Registered to be Offering Aggregate Registration
Registered Price Per Offering Price(1) Fee(1)
Share(1)
Common Shares, $2.50 par value 1,200,000 $33.50 $40,200,000 $11,175.60
(including 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, based on $33.50 the average of the high and low sales prices of the Common Shares of Arvin
Industries, Inc. on the New York Stock Exchange on April 8, 1999. The value attributable to the Preferred Share
Purchase Rights is reflected in the value attributable to the Common Shares.
/TABLE
<PAGE>
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 January 3, 1999;
(b) The Registrant's Current Reports on Form 8-K dated February
26, 1999, and filed on March 4, 1999 and March 12, 1999; and
(c) 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 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<PAGE>
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.
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
2<PAGE>
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.
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-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 15th day October, 1998.
ARVIN INDUSTRIES, INC.
By: /s/ V. William Hunt
---------------------------------
V. William Hunt
President, 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.
<TABLE>
<CAPTION
SIGNATURE TITLE DATE
-------- ----- ----
<S> <C> <C>
/s/ V. William Hunt President, Chief Executive October 15, 1998
-------------------------- Officer and Director
V. William Hunt
/s/ Richard A. Smith Vice President October 15, 1998
------------------------- Finance, Chief Financial
Richard A. Smith
Officer and Director
/s/ William M. Lowe, Jr. Vice President October 15, 1998
------------------------- Financial Operations
William M. Lowe, Jr.
/s/ Byron O. Pond Chairman of the Board October 15, 1998
-------------------------
Byron O. Pond
Director
-------------------------
Joseph P. Allen
4<PAGE>
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Steven C. Beering Director October 15, 1998
--------------------------
Steven C. Beering
/s/ Joseph P. Flannery Director October 15, 1998
--------------------------
Joseph P. Flannery
/s/ Ivan W. Gorr Director October 15, 1998
--------------------------
Ivan W. Gorr
Director
--------------------------
William D. George
/s/ Richard W. Hanselman Director October 15, 1998
--------------------------
Richard W. Hanselman
/s/ Don J. Kacek Director October 15, 1998
--------------------------
Don J. Kacek
/s/ Frederick R. Meyer Director October 15, 1998
--------------------------
Frederick R. Meyer
/s/ Arthur R. Velasquez Director October 15, 1998
--------------------------
Arthur R. Velasquez
</TABLE>
5<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT
------- -------
5 Opinion of Schiff Hardin & Waite
23.1 Consent of Pricewaterhouse Coopers LLP
23.2 Consent of Schiff Hardin & Waite (contained
in its opinion filed as Exhibit 5)
6
EXHIBIT 5
---------
SCHIFF HARDIN & WAITE
6600 Sears Tower, Chicago, Illinois 60606
(312) 258-5500
-----------------------------------------
April 9, 1999
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: ARVIN INDUSTRIES, INC. -- REGISTRATION OF 1,200,000
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 1,200,000 Common Shares, $2.50 par value per share (and the
Preferred Share Purchase Rights attached thereto) of the Company (the
"Shares") to be issued under the Arvin Industries, Inc. Employee Stock
Benefit Plan (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 1,200,000
Shares, when issued in accordance with the terms of the Plan, and
pursuant to the Registration Statement, 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 23.1
------------
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,
1999, except as to Note 15, which is as of February 26, 1999 appearing
on page 38 of Arvin Industries, Inc.'s Form 10-K for the year ended
January 3, 1999.
/s/ Pricewaterhouse Coopers LLP
---------------------------------
Pricewaterhouse Coopers LLP
Indianapolis, Indiana
April 12, 1999
