SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K/A
AMENDMENT (NO. 2)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1995 Commission file number: 1-12162
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Borg-Warner Automotive, Inc.
(Exact name of registrant as specified in its charter)
Delaware 13-3404508
(State of Incorporation) (IRS Employer Identification No.)
200 South Michigan Avenue
Chicago, Illinois 60604
(312) 322-8500
(Address and telephone number of principal executive offices)
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
registered Common Stock, New York Stock Exchange
par value $.01 per share
Securities registered pursuant to Section 12(g) of the Act: None
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Indicate by check mark whether registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes /X/ NO---
The aggregate market value of the voting stock of the registrant held by
stockholders (not including voting stock held by directors and executive
officers of the registrant and affiliates of Merrill Lynch & Co., Inc., (the
exclusion of such stock shall not be deemed an admission by the registrant that
such person is an affiliate of the registrant)) on March 15, 1996 was
approximately $456 million. As of March 15, 1996, the registrant had 23,402,987
shares of Common Stock and 122,644 shares of Non-Voting Common Stock
outstanding.
Indicate by check-mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. /--/
<PAGE>
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) 1. The following consolidated financial statements of the Company on
pages 18 through 31 of the Company's Annual Report are incorporated herein by
reference:
Independent Auditors' Report
Consolidated Statement of Operations - three years ended December 31, 1995,
1994 and 1993
Consolidated Balance Sheets - December 31, 1995 and 1994
Consolidated Statement of Cash Flows - years ended December 31, 1995, 1994
and 1993
Consolidated Statement of Stockholders' Equity - years ended December 31,
1995, 1994 and 1993
Notes to Consolidated Financial Statements
Financial Statements of NSK-Warner Kabushiki Kaisha (including the notes
thereto)
2. Certain schedules for which provisions are made in the applicable
accounting regulations of the Securities and Exchange Commission are not
required under the related instructions or are inapplicable, and therefore have
been omitted.
3. The exhibits filed in response to Item 601 of Regulation S-K are
listed in the Exhibit Index on page A-1.
(b) Reports on Form 8-K.
No reports on Form 8-K were filed by the Company during the three-month
period ended December 31, 1995.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
BORG-WARNER AUTOMOTIVE, INC.
By: WILLIAM C. CLINE
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William C. Cline
Vice President and Controller
(Principal Accounting Officer)
Date: July 1, 1996
<PAGE>
EXHIBIT INDEX
Sequential
Exhibit Page
Number Document Description Number
*3.1 Restated Certificate of Incorporation of the Company
(incorporated by reference to Exhibit No. 3.1 of the Company's
Quarterly Report on Form 10-Q for the quarter ended
September 30, 1993).
*3.2 By-laws of the Company (incorporated by reference to Exhibit
No. 3.2 of the Company's Quarterly Report on Form 10-Q for
the quarter ended September 30, 1993).
*10.1 Credit Agreement dated as of December 7, 1994 among Borg-
Warner Automotive, Inc., as Borrower, the Lenders listed
therein, as Lenders, Chemical Bank and the Bank of Nova Scotia,
as Co-Arrangers, Chemical Bank, as Administrative Agent and
The Bank of Nova Scotia as Documentation Agent (incorporated
by reference to Exhibit No. 10.1 to the Company's Annual Report
on Form 10-K for the year ended December 31, 1994.
10.2 First Amendment of Credit Agreement dated as of December
15, 1995.
*10.3 Distribution and Indemnity Agreement dated January 27, 1993
between Borg-Warner Automotive, Inc. and Borg-Warner Security
Corporation (incorporated by reference to Exhibit No. 10.2 to
Registration Statement No. 33-64934).
*10.4 Tax Sharing Agreement dated January 27, 1993 between Borg-
Warner Automotive, Inc. and Borg-Warner Security Corporation
(incorporated by reference to Exhibit No. 10.3 to Registration
Statement No. 33-64934).
*10.5 Registration Rights Agreement dated January 27, 1993
(incorporated by reference to Exhibit No. 10.5 to Registration
Statement No.33-64934).
+*10.6 Borg-Warner Automotive, Inc. Management Stock Option Plan,
as amended (incorporated by reference to Exhibit No. 10.6 to
Registration Statement No. 33-64934).
+*10.7 Borg-Warner Automotive, Inc. 1993 Stock Incentive Plan
as amended effective November 8, 1995.
*10.8 Receivables Transfer Agreement dated as of January 28, 1994
among BWA Receivables Corporation, ABN AMRO Bank N.V.
as Agent and the Program LOC Provider and Windmill Funding
Corporation (incorporated by reference to Exhibit No.
10.12 to the Company's Annual Report on Form 10-K
for the year ended December 31, 1993).
*10.9 First Amendment of Receivables Transfer Agreement dated
as of December 21, 1994 (incorporated by reference to Exhibit
No. 10.11 to the Company's Annual Report on Form 10-K for
the year ended December 31, 1994).
*10.10 Second Amendment of Receivables Transfer Agreement dated
as of January 1, 1995 (incorporated by reference to Exhibit No.
10.1 to the Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1995).
<PAGE>
Sequential
Exhibit Page
Number Document Description Number
10.11 Third Amendment of Receivables Transfer Agreement dated as
of October 23, 1995.
*10.12 Service Agreement, dated as of December 31, 1992, by and
between Borg-Warner Security Corporation and Borg-Warner
Automotive, Inc. (incorporated by reference to Exhibit No.10.10
to Registration Statement No. 33-64934).
*10.13 Government Relations Service Agreement, dated as of September 1,
1993, by and between Borg-Warner Security Corporation and Borg-
Warner Automotive, Inc. (incorporated by reference to Exhibit No.
10.14 to the Company's Annual Report on Form 10-K for the year
ended December 31, 1993).
+*10.14 Borg-Warner Automotive, Inc. Transitional Income Guidelines for
Executive Officers amended as of May 1, 1989 (incorporated by
reference to Exhibit 10.16 to the Company's Annual Report on Form
10-K for the year ended December 31, 1993).
+*10.15 Form of Employment Agreement for Executive Officers
(incorporated by reference to Exhibit 10.3 of the Company's
Quarterly Report on Form 10-Q for the quarter ended September
30, 1993).
+*10.16 Borg-Warner Automotive, Inc. Management Incentive
Bonus Plan dated January 1, 1994 (incorporated by reference
to Exhibit No. 10.18 to the Company's Annual Report on
Form 10-K for the year ended December 31, 1993).
+*10.17 Borg-Warner Automotive, Inc. Retirement Savings Excess
Benefit Plan dated January 27, 1993 (incorporated by reference
to Exhibit No. 10.20 of the Company's Annual Report on
Form 10-K for the year ended December 31, 1993).
+10.18 Borg-Warner Automotive, Inc. Retirement Savings Plan dated
January 27, 1993 as further amended and restated effective as
of April 1, 1994.
+*10.19 Borg-Warner Automotive, Inc. Deferred Compensation Plan
dated January 1, 1994 (incorporated by reference to Exhibit No.
10.24 of the Company's Annual Report on Form 10-K for the year
ended December 31, 1993).
+*10.20 Form of Employment Agreement for John F. Fiedler (incorporated
by reference to Exhibit No. 10.0 of the Company's Quarterly Report
on Form 10-Q for the quarter ended June 30, 1994).
+*10.21 Form of Change of Control Employment Agreement for executive
officers (incorporated by reference to Exhibit No. 10.0 to the
Company's Quarterly Report on Form 10-Q for the Quarter ended
September 30, 1995).
*10.22 Assignment of Trademarks and License Agreement
(incorporated by reference to Exhibit No. 10.0 of the Company's
Quarterly Report on Form 10-Q for the quarter ended September
30, 1994).
<PAGE>
Sequential
Exhibit Page
Number Document Description Number
+10.23 Borg-Warner Automotive, Inc. Executive Stock Performance Plan.
10.24 Second Amendment to Credit Agreement dated January 16, 1996.
*10.25 Shareholders Agreement Concerning the Management of NSK-
Warner K.K. dated September 25, 1964 between Borg-Warner
Corporation and Nippon Seiko, K.K. (incorporated by reference
to Exhibit No. 10.9 to Registration Statement No. 33-64934).
11. Computation of earnings per share.
13. Annual Report to Stockholders for the year ended December
31, 1995 with manually signed Independent Auditors' Report.
(The Annual Report, except for those portions which are
expressly incorporated by reference in the Form 10-K, is
furnished for the information of the Commission and is not
deemed filed as part of the Form 10-K).
21. Subsidiaries of the Company.
23. Independent Auditors' Consent.
23.2 Independent Auditors' Consent.
24. Power of Attorney.
99.1 Cautionary Statements.
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* Incorporated by reference.
+ Indicates a management contract or compensatory plan or arrangement
required to be filed pursuant to Item 14(c).
SECOND AMENDMENT, dated as of January 16, 1996 (the "AMENDMENT"), to the
Credit Agreement, dated as of December 7, 1994 (as amended, supplemented or
otherwise modified from time to time, the "CREDIT AGREEMENT" terms not otherwise
defined herein shall be used herein as therein defined), among:
(i) BORG-WARNER AUTOMOTIVE, INC., a Delaware Corporation (the "BORROWER");
(ii) the several banks and other financial institutions from time to time
parties to the Credit Agreement (the "LENDERS");
(iii) BANK OF MONTREAL, CREDIT LYONNAIS, CHICAGO AND CAYMAN ISLAND BRANCHES,
THE INDUSTRIAL BANK OF JAPAN, LTD., THE LONG-TERM CREDIT BANK OF JAPAN, LIMITED,
NATIONSBANK OF NORTH CAROLINA, N.A., THE SUMITOMO BANK, LIMITED, CHICAGO BRANCH,
BANK OF AMERICA ILLINOIS, and THE FUJI BANK, LIMITED, as lead managers
thereunder (the "LEAD MANAGERS");
(iv) CHEMICAL BANK, a New York banking corporation ("CHEMICAL"), and THE BANK OF
NOVA SCOTIA, a Canadian chartered bank ("SCOTIABANK"), as co-arrangers
thereunder (in such capacity, the "CO-ARRANGERS");
(v) SCOTIABANK, as documentation agent for the Lenders thereunder (in such
capacity, the "DOCUMENTATION AGENT"); and
(vi) CHEMICAL, as administrative agent for the Lenders thereunder (in such
capacity, the "ADMINISTRATIVE AGENT").
W I T N E S S E T H :
WHEREAS, the Borrower has requested that the Credit Agreement be amended to
allow for projections of the operating budget and cash flow budget of the
Borrower and its Subsidiaries to be delivered no later than 90 days after the
beginning of the Borrower's fiscal year;
WHEREAS, the Borrower, the Administrative Agent and the Majority Lenders
have agreed to so amend the Credit Agreement on the terms set forth below;
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, receipt of which is hereby acknowledged, the parties
hereto hereby agree as follows:
1. AMENDMENT TO SUBSECTION 9.2 OF THE CREDIT AGREEMENT. Subsection
9.2(c) of the Credit Agreement is hereby amended by deleting the paragraph in
its entirety and replacing it with the following paragraph (c):
(c) as soon as available, but in any event no later than 90 days after the
beginning of each fiscal year of the Borrower, a copy of the projections by the
Borrower of the operating budget and cash flow budget of the Borrower and its
Subsidiaries (the "Projections") for each fiscal year; provided, however, that
the Borrower shall not be obligated to furnish any such Projections unless the
board of directors of the Borrower has reviewed and approved them;
2. REPRESENTATIONS; NO DEFAULT. On and as of the date hereof, and after
giving effect to this Amendment, the Borrower confirms, reaffirms and restates
that the representations and warranties set forth in Section 7 of the Credit
Agreement and in the other Loan Documents are true and correct in all material
respects, provided that the references to the Credit Agreement therein shall be
deemed to be references to this Amendment and to the Credit Agreement as amended
by this Amendment.
3. CONDITIONS TO EFFECTIVENESS. This Amendment shall become effective on
and as of the date (the "AMENDMENT EFFECTIVE DATE") that the Administrative
Agent shall have received counterparts of this Amendment, duly executed and
delivered by a duly authorized officer of each of the Borrower, the
Administrative Agent, and the Majority Lenders, along with the written consent
of each Subsidiary Guarantor in the form attached hereto.
4. SCOPE. The Amendment is to be narrowly construed. Except as
expressly amended and waived herein, all of the covenants and provisions of the
Credit Agreement are and shall continue to be in full force and effect.
5. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
6. COUNTERPARTS. This Amendment may be executed by one or more of the
parties hereto on any number of separate counterparts, and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument.
<PAGE>
IN WITNESS WHEREOF, the undersigned have caused this Amendment to be duly
executed and delivered as of the date first above written.
BORG-WARNER AUTOMOTIVE, INC.
By:ROBIN J. ADAMS
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Robin J. Adams
Title: Vice President and Treasurer
CHEMICAL BANK, as Administrative Agent,
as a Co-Arranger and as a Lender
By: CHEMICAL BANK
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Chemical Bank
Title:
THE BANK OF NOVA SCOTIA, as a Co-Arranger,
as Documentation Agent and as a Lender
By: THE BANK OF NOVA SCOTIA
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The Bank of Nova Scotia
Title:
BANK OF MONTREAL, as a Lead Manager and
as a Lender
By: BANK OF MONTREAL
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Bank of Montreal
Title:
CREDIT LYONNAIS, CHICAGO BRANCH, as a
Lead Manager and as a Lender
By: CREDIT LYONNAIS, CHICAGO BRANCH
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Credit Lyonnais, Chicago Branch
Title:
CREDIT LYONNAIS, CAYMAN ISLAND BRANCH,
as a Lead Manager and as a Lender
By: CREDIT LYONNAIS, CAYMAN ISLAND BRANCH
----------------------------------------------------
Credit Lyonnais, Cayman Island Branch
Title:
THE INDUSTRIAL BANK OF JAPAN, LIMITED
as a Lead Manager and as a Lender
By: THE INDUSTRIAL BANK OF JAPAN, LIMITED
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The Industrial Bank of Japan, Limited
Title:
THE LONG-TERM CREDIT BANK OF JAPAN, LTD.
as a Lead Manager and as a Lender
By: THE LONG-TERM CREDIT BANK OF JAPAN, LTD.
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The Long-Term Credit Bank of Japan, Ltd.
Title:
NATIONSBANK, N.A.
as a Lead Manager and as a Lender
By: NATIONSBANK, N.A.
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Nationsbank, N.A.
Title:
THE SUMITOMO BANK, LIMITED, CHICAGO
BRANCH, as a Lead Manager and as a Lender
By: THE SUMITOMO BANK, LIMITED, CHICAGO
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The Sumitomo Bank, Limited, Chicago
Title:
BANK OF AMERICA ILLINOIS, as a Lead Manager
and as a Lender
<PAGE>
By: BANK OF AMERICA ILLINOIS
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Bank of America Illinois
Title:
THE FUJI BANK, LIMITED, as a Lead
Manager and as a Lender
By: THE FUJI BANK, LIMITED
----------------------------------------------------
The Fuji Bank, Limited
Title:
THE BANK OF NEW YORK
By: THE BANK OF NEW YORK
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The Bank of New York
Title:
THE FIRST NATIONAL BANK OF CHICAGO
By: THE FIRST NATIONAL BANK OF CHICAGO
--------------------------------------------------
The First National Bank of Chicago
Title:
MELLON BANK, N.A.
By: MELLON BANK, N.A.
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Mellon Bank, N.A.
Title:
<PAGE>
NATIONAL BANK OF DETROIT
By: NATIONAL BANK OF DETROIT
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National Bank of Detroit
Title:
TORONTO DOMINION (TEXAS), INC.
By: TORONTO DOMINION (TEXAS), INC.
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Toronto Dominion (Texas), Inc.
Title:
BANK OF HAWAII
By: BANK OF HAWAII
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Bank of Hawaii
Title:
BANK OF TOKYO, LTD., CHICAGO BRANCH
By: BANK OF TOKYO, LTD., CHICAGO BRANCH
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Bank of Tokyo, Ltd., Chicago Branch
Title:
BARCLAYS BANK PLC
By: BARCLAYS BANK PLC
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Barclays Bank PLC
Title:
<PAGE>
CAISSE NATIONALE DE CREDIT AGRICOLE
By: CAISSE NATIONALE DE CREDIT AGRICOLE
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Caisse Nationale De Credit Agricole
Title:
THE NORTHERN TRUST COMPANY
By: THE NORTHERN TRUST COMPANY
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The Northern Trust Company
Title:
THE SANWA BANK, LIMITED, CHICAGO BRANCH
By: THE SANWA BANK, LIMITED, CHICAGO BRANCH
------------------------------------------------------
The Sanwa Bank, Limited, Chicago Branch
Title:
<PAGE>
CONSENT
Each of the undersigned Subsidiary Guarantors hereby consents and agrees to
the provisions of the foregoing Amendment, and hereby affirms that upon the
effectiveness of the foregoing Amendment, each Loan Document to which it is a
party shall continue to be, and shall remain, in full force and effect.
BORG-WARNER AUTOMOTIVE DIVERSIFIED
TRANSMISSION PRODUCTS CORPORATION
By: ROBIN J. ADAMS
----------------------------------------------------
Robin J. Adams
Title: Vice President
BORG-WARNER AUTOMOTIVE POWERTRAIN
SYSTEMS CORPORATION
By: ROBIN J. ADAMS
----------------------------------------------------
Robin J. Adams
Title: Vice President
BORG-WARNER AUTOMOTIVE JAPAN
CORPORATION
By: ROBIN J. ADAMS
----------------------------------------------------
Robin J. Adams
Title: Vice President
BORG-WARNER AUTOMOTIVE POWDERED
METALS CORPORATION
By: ROBIN J. ADAMS
----------------------------------------------------
Robin J. Adams
Title: Vice President
<PAGE>
BORG-WARNER AUTOMOTIVE AUTOMATIC
TRANSMISSION SYSTEMS CORPORATION
By: ROBIN J. ADAMS
----------------------------------------------------
Robin J. Adams
Title: Vice President
BORG-WARNER AUTOMOTIVE CONTROL
SYSTEMS CORPORATION
By: ROBIN J. ADAMS
----------------------------------------------------
Robin J. Adams
Title: Vice President
BORG-WARNER AUTOMOTIVE MORSE TEC
CORPORATION
By: ROBIN J. ADAMS
----------------------------------------------------
Robin J. Adams
Title: Vice President
