<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED 1995 or
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
COMMISSION FILE NUMBER 33-92858
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
Borg-Warner Automotive Automatic Transmission Systems Corporation,
Plymouth Plant Retirement Savings Plan
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
Borg-Warner Automotive, Inc.
200 South Michigan Avenue
Chicago, Illinois 60604
REQUIRED INFORMATION
ITEM 4.
Financial Statements as of December 31, 1995 and for the period from April 27
to December 31, 1995 and Supplemental Schedule as of December 31, 1995 and
Independent Auditors' Report
<PAGE> 2
BORG-WARNER AUTOMOTIVE AUTOMATIC
TRANSMISSION SYSTEMS CORPORATION,
PLYMOUTH PLANT RETIREMENT SAVINGS
PLAN
FINANCIAL STATEMENTS AS OF DECEMBER 31, 1995 AND FOR THE PERIOD
FROM APRIL 27 TO DECEMBER 31, 1995 AND SUPPLEMENTAL SCHEDULE AS OF
DECEMBER 31, 1995 AND INDEPENDENT AUDITORS' REPORT
<PAGE> 3
BORG-WARNER AUTOMOTIVE AUTOMATIC TRANSMISSION SYSTEMS
CORPORATION, PLYMOUTH PLANT RETIREMENT SAVINGS PLAN
TABLE OF CONTENTS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PAGE
<S> <C>
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS:
Statement of Net Assets Available for Benefits,
December 31, 1995 2
Statement of Changes in Net Assets Available for Benefits,
For the Period from April 27 to December 31, 1995 3
Notes to Financial Statements,
For the Period from April 27 to December 31, 1995 4-11
SUPPLEMENTAL SCHEDULE:
Item 27a - Schedule of Assets Held for Investment Purposes, December 31, 1995 12
</TABLE>
(Supplemental schedules not listed are omitted due to the absence of conditions
under which they are required.)
<PAGE> 4
INDEPENDENT AUDITORS' REPORT
Borg-Warner Automotive Automatic Transmission Systems Corporation, Plymouth
Plant Retirement Savings Plan:
We have audited the accompanying statement of net assets available for
benefits of the Borg-Warner Automotive Automatic Transmission Systems
Corporation, Plymouth Plant Retirement Savings Plan, as of December 31, 1995,
and the related statement of changes in net assets available for
benefits for the period from April 27 to December 31, 1995. These financial
statements are the responsibility of the Plan's management. Our responsibility
is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our opinion, the Plan's financial statements referred to above present
fairly, in all material respects, the net assets available for benefits of the
Plan as of December 31, 1995, and the changes in net assets available for
benefits for the period from April 27 to December 31, 1995 in conformity with
generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the financial
statements taken as a whole. The supplemental schedule of assets held for
investment purposes as of December 31, 1995 is presented for the purpose of
additional analysis and is not a required part of the basic financial
statements, but is supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. The supplemental schedule has been
subjected to the auditing procedures applied in the audit of the basic 1995
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
/s/ DELOITTE & TOUCHE LLP
- -------------------------
DELOITTE & TOUCHE LLP
Chicago, Illinois
June 26, 1996
<PAGE> 5
BORG-WARNER AUTOMOTIVE AUTOMATIC
TRANSMISSION SYSTEMS CORPORATION,
PLYMOUTH PLANT RETIREMENT SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1995
(IN THOUSANDS OF DOLLARS)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1995
<S> <C>
NET ASSETS
INVESTMENT IN MASTER TRUST $ 124
-----------
NET ASSETS AVAILABLE FOR BENEFITS $ 124
===========
</TABLE>
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<PAGE> 6
BORG-WARNER AUTOMOTIVE AUTOMATIC
TRANSMISSION SYSTEMS CORPORATION,
PLYMOUTH PLANT RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE PERIOD FROM APRIL 27 TO DECEMBER 31, 1995
(IN THOUSANDS OF DOLLARS)
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Investment income from Master Trust $ 6
Contributions from participants 114
Contributions from the Company 7
---------
Total additions $ 127
---------
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Participants' withdrawals 3
---------
Total deductions 3
---------
NET INCREASE 124
NET ASSETS AVAILABLE FOR BENEFITS - Beginning of period 0
---------
NET ASSETS AVAILABLE FOR BENEFITS - End of period $ 124
=========
</TABLE>
See notes to financial statements.
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<PAGE> 7
BORG-WARNER AUTOMOTIVE AUTOMATIC TRANSMISSION SYSTEMS
CORPORATION, PLYMOUTH PLANT RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
FOR THE PERIOD FROM APRIL 27 TO DECEMBER 31, 1995
- --------------------------------------------------------------------------------
1. DESCRIPTION OF PLAN
Borg-Warner Automotive, Inc. (the "Company") established the Borg-Warner
Automotive, Inc. Retirement Savings Master Trust (the "Master Trust") with
Putnam Fiduciary Trust, Boston, Massachusetts on April 1, 1994, pursuant to
the Benefits Agreement entered into in accordance with the January 27, 1993
distribution of the Company's stock to the stockholders of its then parent
company, Warner Security Corporation.
The Borg-Warner Automotive Automatic Transmission Systems Corporation,
Plymouth Plant Retirement Savings Plan was established on April 27, 1995 as
a participant in the Master Trust. The Plan is sponsored by Borg-Warner
Automotive Automatic Transmissions Systems Corporation Plymouth Plant (the
"Sponsor"), a wholly-owned subsidiary of the Company.
The Plan was established as a defined contribution plan under section
401(a) of the Internal Revenue Code, designed to provide eligible employees
of the Borg-Warner Automotive Automatic Transmission Systems Corporation,
Plymouth Plant (the "Plymouth Plant") with systematic savings and
tax-advantaged long-term savings for retirement. The Sponsor has assigned
the Retirement Savings Plan Committee (the "Committee") to oversee the Plan.
The Committee has appointed Putnam Investor Services, Inc. and Putnam
Fiduciary Trust to perform the administrative, investment, and trustee
services for the Plan and Master Trust.
A complete description of the Plan procedures and provisions is contained in
the Plan document. Significant Plan features include:
ELIGIBILITY - Hourly employees of the Plant may participate in the Plan if
they have been employed for at least 90 days.
PARTICIPANT'S ACCOUNT - A Retirement Savings Plan account is established for
each participant in the Plan. The participants' account consists of the
following:
Company Retirement Account - The Company makes contributions to this
account on behalf of each eligible participant, based on the following
amount per hour of service:
<TABLE>
<S> <C>
April 27 to November 12, 1995 $0.19
November 13, 1995 to November 10, 1996 0.22
November 11, 1996 forward 0.25
</TABLE>
Additionally, certain employees are eligible to receive a lump-sum
contribution, based on years of service. No employee contributions are
made to this account.
Savings Account - Participants may voluntarily contribute one to fifteen
percent of their compensation to this account. No Company contributions
are made to this account.
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<PAGE> 8
MASTER TRUST - Participants may elect to invest their Company
Retirement Account and Savings Account in one or more of the funds of the
Master Trust maintained by Putnam Fiduciary Trust, other than the pending
account and loan fund which are not fund elections available to
participants. The funds of the Master Trust are as follows:
Investment Contracts Fund - Invests in investment contracts with either
highly rated insurance companies or major banks and also in short-term
investments which provide liquidity.
Putnam Voyager Fund - Invests a significant portion of its assets in
securities of smaller and newer issuers. The fund may borrow money to
purchase additional portfolio securities. The fund also trades
securities for short-term profits.
Putnam S&P 500 Index Fund - Invests primarily in publicly traded
common stocks either directly or through collective investment trusts
having a similar investment objective. A small portion of the fund's
assets are invested in high-quality money market instruments and
financial futures contracts.
Putnam U.S. Government Bond Fund - Invests exclusively in securities
backed by the full faith and credit of the United States Government,
repurchase agreements, and forward committments with respect to such
securities. Effective December 29, 1995, the Master Trust
discontinued this fund as an investment option and participants'
investments in this fund were transfered to other participant elected
investment options. No balance existed in this fund at December 31,
1995.
The George Putnam Fund of Boston - Invests in a well-diversified
portfolio of stocks and bonds.
Borg-Warner Automotive, Inc. Stock Fund - Invests in the common stock of
Borg-Warner Automotive, Inc.
Putnam Income Fund - Invests primarily in quality corporate and government
bonds that pay a rate of interest in regularly scheduled payments. The
fund became an eligible investment option in the Master Trust effective
October 1, 1995.
Loan Fund - Invests in plan participant loans. Participant borrowings
increase the Fund balance and principal repayments decrease the Fund
balance with proceeds reinvested in participant directed fund investment
elections. The Loan Fund does not share in the dividends, earnings, and
gains of the Master Trust.
Pending Account - Represents (1) forfeitures of nonvested account
balances until applied against future Company contributions; (2)
proceeds from the sale of assets prior to distribution to the newly
elected investment fund.
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<PAGE> 9
Participant interests in each of the funds are accounted for in units of
value. The following is a summary by fund of the number of units and net
asset value per unit:
<TABLE>
<CAPTION>
DECEMBER 31, 1995
NUMBER NET ASSET
OF VALUE
UNITS PER UNIT
<S> <C> <C>
Investment Contracts Fund 16,911 $ 1.00
Putnam Voyager Fund 2,055 15.34
Putnam S&P 500 Index Fund 1,618 13.88
The George Putnam Fund of Boston 2,209 15.52
Borg-Warner Automotive, Inc. Stock Fund 176 32.00
Putnam Income Fund 1,802 7.23
</TABLE>
Contributions to, and earnings of each fund are invested in appropriate
holdings on a timely basis. All purchases of Borg-Warner Automotive, Inc.
stock are made on the open market.
VESTING - Fund assets attributable to voluntary participant contributions
are fully vested at all times. Fund assets attributable to Company
contributions vest according to the following schedule or upon permanent
disability, death, or attaining age 65 provided, however, the participant is
employed by the Company on that date.
<TABLE>
<CAPTION>
VESTED
YEARS OF VESTED SERVICE PORTION
<S> <C>
Up to Two 0%
Two 25%
Three 50%
Four 75%
Five or More 100%
</TABLE>
WITHDRAWALS - While participants are actively employed, no withdrawals may
be made from the Company Retirement Account. Withdrawals may be made from
the Savings Account at the participants' option subject to certain
limitations. Upon termination of employment, participants may elect an
immediate or future distribution of the participants' vested account
balances as permitted by the Plan subject to ERISA regulations.
LOANS - Participants may borrow up to 50% of their Savings Account balance
with a minimum of $500 and a maximum of $50,000 limited to a single loan
outstanding at any time. Loan terms range from six months to five years,
with interest charged at the rate established by the trustee for similar
loans on the origination date. No loans are permitted from the Company
Retirement Account.
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<PAGE> 10
PRIORITIES UPON TERMINATION - Although the Company has not expressed any
intent to discontinue the Plan, it may do so at any time. In the event of
termination, the interests of the affected participants shall become fully
vested. The Plan assets then remaining shall be used to pay administrative
expenses and benefits equal to the balance in the participants' accounts.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
INVESTMENTS - The Investment Contracts Fund of the Master Trust is stated at
cost plus interest earned to date (i.e., contract value) as reported by the
Trustee. The contract value of the Investment Contracts Fund approximates
the fair value. The average yield for the Investment Contracts Fund was
6.9% for the year ended December 31, 1995. The Invesment Contracts Fund is
fully benefit responsive. Investments in all other funds are stated at
market value as reported by the Trustee.
ESTIMATES - The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of net assets
available for benefits as of the date of the financial statements and the
reported amounts of changes in net assets available for benefits during the
reporting period. Actual results could differ from those estimates.
MISCELLANEOUS EXPENSES - Transfer taxes and brokerage expenses attributable
to the Master Trust assets are charged to the applicable fund. Any other
expenses incurred in respect of Master Trust income or property are charged
to the accounts of the participants, where applicable, or are paid in such
manner as the Company determines.
BENEFITS PAYABLE - In accordance with the AICPA Audit and Accounting Guide,
Audits of Employee Benefit Plans, the plan does not record benefits payable
to participants who have withdrawn from the plan. As of December 31, 1995,
no benefits were due to participants withdrawn from the Plan.
3. TAX STATUS
The Plan is in the process of obtaining a determination letter from the
Internal Revenue Service to determine the Plan's compliance with applicable
requirements of the Internal Revenue Code. The Plan's management believes
it is designed and operates in accordance with the applicable rules and
regulations of the Internal Revenue Code; therefore, no provision for income
taxes has been made in the Plan's financial statements.
- 7 -
<PAGE> 11
4. FUND INFORMATION
Fair value of Plan investments in the Master Trust as of December 31, 1995,
investment income from Master Trust, contributions from participants,
contributions from the Company and participants' withdrawals are as follows:
<TABLE>
<CAPTION>
Fair value of Plan investments in Master Trust (in thousands):
December 31,
1995
<S> <C>
Investment Contracts Fund $ 17*
Putnam Voyager Fund 32*
Putnam S&P 500 Index Fund 22*
The George Putnam Fund of Boston 34*
Borg-Warner Automotive, Inc. Stock Fund 6
Putnam Income Fund 13*
-----------
Total 124
===========
</TABLE>
* Represents 5% or more of plan assets.
Investment income from Master Trust, for the period from April 27 to
December 31, 1995 (in thousands):
<TABLE>
<S> <C>
Putnam Voyager Fund $ 2
Putnam S&P 500 Index Fund 1
The George Putnam Fund of Boston 2
Putnam U.S. Government Bond Fund 1
-----------
Total $ 6
===========
</TABLE>
Contributions from participants, for the period from April 27 to December
31, 1995 (in thousands):
<TABLE>
<S> <C>
Investment Contracts Fund $ 17
Putnam Voyager Fund 21
Putnam S&P 500 Index Fund 14
The George Putnam Fund of Boston 19
Borg-Warner Automotive, Inc. Stock Fund 5
Putnam U.S. Government Bond Fund 38
-----------
Total $ 114
===========
</TABLE>
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<PAGE> 12
Contributions from the Company, for the period from April 27 to December 31,
1995 (in thousands):
<TABLE>
<S> <C>
Putnam Voyager Fund $ 2
Putnam S&P 500 Index Fund 2
The George Putnam Fund of Boston 3
--------
Total $ 7
========
</TABLE>
Participants' withdrawals, for the period from April 27 to December 31, 1995
(in thousands):
<TABLE>
<S> <C>
Investment Contracts Fund $ 1
The George Putnam Fund of Boston 1
Putnam Income Fund 1
--------
Total $ 3
========
</TABLE>
5. MASTER TRUST
The plans participating in the Master Trust are the Borg-Warner
Automotive, Inc. Retirement Savings Plan ("BWARSP"), the Ithaca Retirement
Savings Plan ("IRSP"), the Borg-Warner Retirement Savings Plan, Dixon Plant
("DRSP"), the Borg-Warner Retirement Savings Plan, Blytheville Plant
("BRSP"), the Borg-Warner Automotive Diversified Transmission Products
Corporation, Muncie Plant Retirement Savings Plan ("MRSP"), the Borg-Warner
Automotive Diversified Transmission Products Corporation, Muncie Plant,
Local 287 Retirement Investment Plan ("MRIP"), the Borg-Warner Automotive
Automatic Transmission Systems Corporation, Coldwater Plant Retirement
Savings Plan ("CRSP"), the Borg-Warner Automotive Automatic Transmission
Systems Corporation, Sterling Heights Plant Savings Plan ("SHSP"), the
Borg-Warner Automotive Automatic Transmission Systems Corporation, Plymouth
Plant Retirement Savings Plan ("PRSP"), and the Borg-Warner Automotive
Automatic Transmission Systems Corporation, Romulus Plant Retirement Savings
Plan ("RRSP").
- 9 -
<PAGE> 13
Each plan's interest in the net assets of the Master Trust as of December
31, 1995 is as follows:
<TABLE>
<CAPTION>
PERCENT OF MASTER TRUST NET ASSETS
DECEMBER 31, 1995
--------------------------------------------------------------------------------------------------
NAME INVESTMENT PUTNAM PUTNAM THE GEORGE BORG-WARNER PUTNAM
OF CONTRACTS VOYAGER S&P 500 PUTNAM FUND AUTOMOTIVE, INC. INCOME LOAN PENDING TOTAL
PLAN FUND FUND INDEX FUND OF BOSTON STOCK FUND FUND FUND ACCOUNT PLAN
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
BWARSP 26.94% 20.70% 8.10% 19.68 % 3.37% .77% .73% 0.11% 80.40%
IRSP 1.72 1.28 0.48 1.20 0.42 0.01 0.06 0.00 5.17
DRSP 0.50 0.42 0.08 0.37 0.13 0.00 0.01 0.00 1.51
BRSP 0.23 0.21 0.09 0.23 0.08 0.00 0.01 0.00 0.85
MRSP 0.09 0.31 0.13 0.32 0.07 0.00 0.04 0.00 0.96
MRIP 1.41 3.84 1.23 3.99 0.10 0.17 0.04 0.01 10.79
SHSP 0.02 0.02 0.01 0.03 0.02 0.00 0.00 0.00 0.10
CRSP 0.01 0.02 0.02 0.02 0.01 0.00 0.00 0.00 0.08
RRSP 0.01 0.03 0.01 0.02 0.03 0.00 0.00 0.00 0.10
PRSP 0.01 0.01 0.01 0.01 0.00 0.00 0.00 0.00 0.04
------ ------ ------ ------ ----- ------ ------- ------- -------
Total by
fund 30.94% 26.84% 10.16% 25.87% 4.23% 0.95% 0.89% 0.12% 100.00%
====== ====== ====== ====== ===== ====== ======= ======= =======
</TABLE>
The net assets of the Master Trust are allocated to each plan based on
the above percentages. Investments in the Master Trust at December 31, 1995
and the components of investment income for the Master Trust for the year end
December 31, 1995 are summarized in Note 6.
6. MASTER TRUST INFORMATION
The following tables present the fair value of investments of the Master
Trust as of December 31, 1995 and the components of investment income for
the Master Trust for the year ended December 31, 1995.
<TABLE>
<CAPTION>
DECEMBER 31,
1995
<S> <C>
Fair value of investments (in thousands):
Investment Contracts Fund $ 102,880
Putnam Voyager Fund 89,247
Putnam S&P 500 Index Fund 33,768
The George Putnam Fund of Boston 86,070
Borg-Warner Automotive, Inc. Stock Fund 14,053
Putnam Income Fund 3,204
Loan Fund 2,971
Pending Account 422
------------
Total $ 332,615
============
</TABLE>
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<PAGE> 14
<TABLE>
YEAR ENDED DECEMBER 31, 1995
NET APPRECIATION
IN FAIR VALUE DIVIDEND INTEREST
OF INVESTMENTS INCOME INCOME
---------------- -------- --------
<S> <C> <C> <C>
Investment Income (in thousands):
Investment Contracts Fund $ 6,829
Putnam Voyager Fund $ 19,172 4,634
Putnam S&P 500 Index Fund 8,460 1
Putnam U.S. Government Bond Fund 1,236 1,191
The George Putnam Fund of Boston 11,609 5,659
Borg-Warner Automotive, Inc. Stock Fund 2,837 558
Putnam Income Fund 60 28
Loan Fund 0 0 $186
Pending Account 12
------------- ----------- ---
Total $ 43,374 $ 18,912 $186
====== ====== ===
</TABLE>
* * * * *
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<PAGE> 15
BORG-WARNER AUTOMOTIVE AUTOMATIC
TRANSMISSION SYSTEMS CORPORATION,
PLYMOUTH PLANT RETIREMENT SAVINGS PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1995
(IN THOUSANDS OF DOLLARS)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
COST
DESCRIPTION (ESTIMATED) MARKET
<S> <C> <C>
INVESTMENT IN MASTER TRUST $ 121 $ 124
-------- --------
TOTAL $ 121 $ 124
======== ========
</TABLE>
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<PAGE> 16
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees have duly caused this annual report to be signed on its behalf by the
undersigned thereunto duly authorized.
BORG-WARNER AUTOMOTIVE AUTOMATIC TRANSMISSION
SYSTEMS CORPORATION, PLYMOUTH PLANT RETIREMENT
SAVINGS PLAN
Date: June 28, 1996 SIGNATURE TITLE
By:/s/ ROBIN J. ADAMS Retirement Savings Plan Committee
Member
Robin J. Adams
WILLIAM C. CLINE Retirement Savings Plan Committee
Member
William C. Cline
GERALDINE KINSELLA Retirement Savings Plan Committee
Member
Geraldine Kinsella
REGIS J. TRENDA Retirement Savings Plan Committee
Member
Regis J. Trenda
<PAGE> 17
EXHIBIT INDEX
Exhibit Number Page
(23.1) Consent of Deloitte & Touche LLP
<PAGE> 1
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement No.
33-92858 on Form S-8 of Borg-Warner Automotive, Inc. of our report dated June
26, 1996, appearing in this annual report on Form 11-K of the Borg-Warner
Automotive Automatic Transmission Systems Corporation, Plymouth Plant
Retirement Savings Plan ("PRSP") for the year ended December 31, 1995.
/s/ DELOITTE & TOUCHE LLP
- -------------------------
DELOITTE & TOUCHE LLP
Chicago, Illinois
June 26, 1996
