BORG WARNER AUTOMOTIVE INC
11-K, 1996-06-28
MOTOR VEHICLE PARTS & ACCESSORIES
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<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  33-75564


A.      Full title of the plan and the address of the plan, if different from
        that of the issuer named below:

        Borg-Warner Retirement Savings Plan, Dixon Plant as Amended and
        Restated

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 for the Years Ended December 31, 1995 and 1994 and
for the year ended December 31, 1995 and Supplemental Schedule as of December
31, 1995 and Independent Auditors' Report

<PAGE>   2
BORG-WARNER RETIREMENT SAVINGS PLAN, DIXON PLANT

FINANCIAL STATEMENTS AS OF
DECEMBER 31, 1995 AND 1994 AND FOR THE
YEAR ENDED DECEMBER 31, 1995 AND
SUPPLEMENTAL SCHEDULE AS OF
DECEMBER 31, 1995 AND
INDEPENDENT AUDITORS' REPORT

<PAGE>   3


BORG-WARNER RETIREMENT SAVINGS PLAN, DIXON PLANT

TABLE OF CONTENTS

                                                                        PAGE

INDEPENDENT AUDITORS' REPORT                                               1

FINANCIAL STATEMENTS:

 Statements of Net Assets Available for Benefits,
   December 31, 1995 and 1994                                              2

 Statement of Changes in Net Assets Available for Benefits,
   Years Ended December 31, 1995                                           3

 Notes to Financial Statements,
   Years Ended December 31, 1995 and 1994                               4-11

SUPPLEMENTAL SCHEDULE:
 Item 27a - Schedule of Assets Held for Investment Purposes, 
 December 31, 1995                                                        12



(Supplemental schedules not listed are omitted due to the absence of conditions
under which they are required.)

<PAGE>   4


INDEPENDENT AUDITORS' REPORT

Borg-Warner Retirement Savings Plan, Dixon Plant:

We have audited the accompanying statements of net assets available for
benefits of the Borg-Warner Retirement Savings Plan, Dixon Plant as of December
31, 1995 and 1994 and the related statement of changes in net assets available
for benefits for the year ended 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 audits.

We conducted our audits 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
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 audits provide 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 as of
December 31, 1995 and 1994, and the changes in net assets available for benefits
for the year ended December 31, 1995 in conformity with generally accepted
accounting principles.

Our audit was 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 RETIREMENT SAVINGS PLAN,
DIXON PLANT

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1995 AND 1994
(IN THOUSANDS OF DOLLARS)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
NET ASSETS                                                 1995             1994
<S>                                                   <C>              <C>
INVESTMENT IN MASTER TRUST                            $5,046           $3,459
                                                      ------           ------
NET ASSETS AVAILABLE FOR BENEFITS                     $5,046           $3,459
                                                      ======           ======
</TABLE>

See notes to financial statements.


                                     - 2 -

<PAGE>   6




BORG-WARNER RETIREMENT SAVINGS PLAN,
DIXON PLANT

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 1995
(IN THOUSANDS OF DOLLARS)
- --------------------------------------------------------------------------------
<TABLE>
<S>                                                         <C>
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
  Investment income from Master Trust                       $  896
  Contributions from participants                              413
  Contributions from the Company                               405
  Transfers from other Borg-Warner Automotive, Inc. Plans       63
                                                            ------
     Total additions                                         1,777
                                                            ------
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
  Participants' withdrawals                                    162
  Miscellaneous expense                                         28
                                                            ------
     Total deductions                                          190
                                                            ------
NET INCREASE                                                 1,587
NET ASSETS AVAILABLE FOR BENEFITS - Beginning of year        3,459
                                                            ------
NET ASSETS AVAILABLE FOR BENEFITS - End of year             $5,046
                                                            ======
</TABLE>


See notes to financial statements.


                                    - 3 -
<PAGE>   7

BORG-WARNER RETIREMENT SAVINGS PLAN,
DIXON PLANT

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1995 AND 1994
- --------------------------------------------------------------------------------
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, Borg-Warner Security Corporation ("BW-Security").  The BW-Security
   Master Trust (the "Prior Master Trust") was originally established on April
   5, 1988 while the Company was a wholly owned subsidiary of BW-Security with
   eligible employees participating in the Prior Master Trust. through the
   Borg-Warner Retirement Savings Plan, Dixon Plant (the "Plan").

   Effective May 31, 1994, the Prior Master Trust transferred to the
   Master Trust assets equal to the participant balances in the Plan under the
   Prior Master Trust.

   The Plan is a defined contribution plan under section 401(a) of the Internal
   Revenue Code designed to provide eligible employees with systematic savings
   and tax-advantaged long-term savings for retirement.  Borg-Warner Automotive
   Control Systems Corporation, Dixon Plant (the "Dixon Plant"), formerly
   Borg-Warner Automotive Electronic & Mechanical Systems Corporation, Dixon
   Plant, is the Plan sponsor.  The Dixon Plant has assigned the Retirement
   Savings Plan Committee (the "Committee") to oversee  the Plan and the Master
   Trust.  The Committee has appointed Putnam Investor Services, Inc. and
   Putnam Fiduciary Trust to perform the administrative, investment, and
   trustee services for the Plan and the Master Trust.

   A complete description of the Plan procedures and provisions are contained
   in the Plan document.  Significant Plan features include:

   ELIGIBILITY - Employees of the Dixon Plant may participate in the Plan if
   they have been employed for at least six consecutive months.

   PARTICIPANT'S ACCOUNT - A Retirement Savings Plan account is established for
   each participant in the Plan.  The participant's account consists of the
   following:

   Company Retirement Account - The Company makes contributions to this account
   on behalf of each eligible participant based on the participant's
   compensation, years of vested service and age.  No employee contributions
   are made to this account.

   Employee Retirement Account - Participants may voluntarily contribute from
   one to three percent of their compensation to this account.  The Company
   makes contributions equal to 100 percent of participant contributions to
   this account.

   Savings Account - Participants may voluntarily contribute an additional one
   to ten percent of their compensation to this account.  No Company
   contributions are made to this account.

   Retiree Health Acount - Participants may voluntarily contribute from
   one to three percent of their compensation to this account.  The Company
   makes contributions equal to 100 percent of participant contributions to
   this account, up to $400 per year.

                                  -4-
<PAGE>   8


   CONTRIBUTIONS TO THE PLAN - For the year ended December 31, 1995, the
   Company made contributions to the Company Retirement Account for all
   eligible employees as a percentage of compensation based on years of vested
   service as follows:





                                                                  PERCENTAGE
         YEARS OF VESTED SERVICE                               OF COMPENSATION

         Less than or equal to 10 years                                 1.5%
         Greater than 10 but less than or equal to 20 years             2.5% 
         Greater than 20 years                                          3.5%

If an employee (i) was a participant in the Dixon Plant, Borg-Warner Automotive,
Inc., Dixon, Illinois, Employees' Pension Plan on June 30, 1989, (ii) attained
age 35 or older as of June 30, 1989, and (iii) was eligible to receive
contributions to the Company Retirement Account as of July 1, 1989, the Company
makes additional contributions to the Company Retirement Account as follows:





                                             ADDITIONAL COMPANY
         ATTAINED AGE AS OF JUNE 30, 1989  RETIREMENT CONTRIBUTION
         
         35 but less than 40 years of age   0.5% of compensation
         40 but less than 45 years of age   1.0% of compensation
         45 but less than 50 years of age   1.5% of compensation
         50 and over                        2.5% of compensation

MASTER TRUST - Participants may elect to invest their Company
Retirement Account, Employee Retirement Account, Savings Account, and Retiree
Health 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.


                                     - 5 -

<PAGE>   9


      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.

   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:




                                           DECEMBER 31, 1995
                                          NUMBER    NET ASSET
                                             OF        VALUE
                                            UNITS    PER UNIT
Investment Contracts Fund                1,658,818     $ 1.00
Putnam Voyager Fund                         91,129      15.34
Putnam S&P 500 Index Fund                   19,903      13.88
The George Putnam Fund of Boston            78,728      15.52
Borg-Warner Automotive, Inc. Stock Fund     14,010      32.00
Putnam Income Fund                           1,398       7.23



                                           DECEMBER 31, 1994
                                          NUMBER    NET ASSET
                                            OF        VALUE
                                           UNITS    PER UNIT
Investment Contracts Fund                1,400,384     $ 1.00
Putnam Voyager Fund                         68,402      11.56
Putnam S&P 500 Index Fund                   14,996      10.12
Putnam U.S. Government Bond Fund             6,090      12.20
The George Putnam Fund of Boston            56,850      12.93
Borg-Warner Automotive, Inc. Stock Fund     11,605      25.12


   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 100 percent upon completion of five years of 

                                     - 6 -
<PAGE>   10

   vested service or upon permanent disability, death or attaining age 65 
   provided, however, the participant is employed by the Company on that date.

   WITHDRAWALS - While a participant is actively employed, no withdrawals
   may be made from either the Company Retirement Account, the Employee
   Retirement Account, or the Retiree Health Account.  Withdrawals may be made
   from the Savings Account at the participant's 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, the Employee Retirement Account, or the Retiree
   Health Account.



   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 Contract Fund
   approximates the fair value.   The average yield for the Investment Contracts
   Fund was 6.9% for the years ended December 31, 1995 and 1994.  The Investment
   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.

   RECLASSIFICATIONS - Certain 1994 amounts have been reclassified to conform
   with the 1995 presentation.

                                     -7-
<PAGE>   11
3. TAX STATUS

   The Plan obtained a determination letter on April 6, 1995 in which the
   Internal Revenue Service stated that the Plan, as then designed, was in
   compliance with applicable requirements of the Internal Revenue Code.  The
   Plan's management believes it is currently designed and is operated 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.



4. FUND INFORMATION

   Fair value of Plan investments in the Master Trust as of December 31,
   1995 and 1994, investment income from Master Trust, contributions from
   participants, contributions from the Company, and participants' withdrawals
   are as follows:


<TABLE>
<CAPTION>
                                                                                       DECEMBER 31,         
                                                                                  1995              1994    
   <S>                                                                           <C>               <C>      
   Fair value of Plan investments in Master Trust (in thousands):                                           
   Investment Contracts Fund                                                     $1,659*          $1,400*   
   Putnam Voyager Fund                                                            1,398*             791*   
   Putnam S&P 500 Index Fund                                                        276*             152    
   Putnam U.S. Government Bond Fund                                                                   74    
   The George Putnam Fund of Boston                                               1,222*             735*   
   Borg-Warner Automotive, Inc. Stock Fund                                          448*             292*   
   Putnam Income Fund                                                                10                     
   Loan Fund                                                                         33               15    
                                                                                 ------           ------    
   Total                                                                         $5,046           $3,459    
                                                                                 ======           ======    
   *Represents 5% or more of Plan assets
   
                                                                                                     
   <CAPTION>
   Investment income from Master Trust for the year ended December 31, 1995 (in thousands):
   <S>                                                                                  <C>
   Investment Contracts Fund                                                            $102
   Putnam Voyager Fund                                                                   370
   Putnam S&P 500 Index Fund                                                              66
   Putnam U.S. Government Bond Fund                                                       12
   The George Putnam Fund of Boston                                                      247
   Borg-Warner Automotive, Inc. Stock Fund                                                97
   Pending Account                                                                         2
                                                                                        ----
   Total                                                                                $896
                                                                                       ===== 
   
   </TABLE>
       

                                    - 8 -
<PAGE>   12

   Contributions from participants, for the year ended December 31, 1995 (in
    thousands):
   Investment Contracts Fund                                           $ 88
   Putnam Voyager Fund                                                  134
   Putnam S&P 500 Index Fund                                             33
   Putnam U.S. Government Bond Fund                                       8
   George Putnam Fund of Boston                                          98
   Borg-Warner Automotive, Inc. Stock Fund                               52
                                                                       ----
                                                                        413
                                                                       ====

   Contributions from the Company, for the year ended December 31, 1995 (in 
    thousands):
   Investment Contracts Fund                                           $ 88
   Putnam Voyager Fund                                                  128
   Putnam S&P 500 Index Fund                                             32
   Putnam U.S. Government Bond Fund                                       8
   George Putnam Fund of Boston                                         100
   Borg-Warner Automotive, Inc. Stock Fund                               49
                                                                       ----
   Total                                                               $405
                                                                       ==== 
   Participants' withdrawals, for the year ended December 31, 1995 (in 
    thousands):
   Investment Contracts Fund                                           $ 62
   Putnam Voyager Fund                                                   43
   Putnam S&P 500 Index Fund                                              6
   Putnam U.S. Government Bond Fund                                       2
   George Putnam Fund of Boston                                          22
   Borg-Warner Automotive, Inc. Stock Fund                               25
   Pending Account                                                        2
                                                                       ----
   Total                                                               $162
                                                                       ==== 

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 and 1994 is as follows:









<TABLE>
<CAPTION>
                         PERCENT OF MASTER TRUST NET ASSETS
                                  DECEMBER 31, 1995
            ---------------------------------------------------------
  NAME            INVESTMENT  PUTNAM    PUTNAM        THE GEORGE      
   OF             CONTRACTS   VOYAGER   S&P 500      PUTNAM FUND     
  PLAN              FUND      FUND    INDEX FUND      OF BOSTON      
<S>                <C>      <C>         <C>              <C>
BWARSP             26.94%   20.70%       8.10%            19.68 % 
IRSP                1.72     1.28        0.48              1.20 
DRSP                0.50     0.42        0.08              0.37 
BRSP                0.23     0.21        0.09              0.23 
MRSP                0.09     0.31        0.13              0.32 
MRIP                1.41     3.84        1.23              3.99 
SHSP                0.02     0.02        0.01              0.03 
CRSP                0.01     0.02        0.02              0.02 
RRSP                0.01     0.03        0.01              0.02 
PRSP                0.01     0.01        0.01              0.01 
                   -----    -----       -----             ----- 
Total by
 fund              30.94%   26.84%      10.16%            25.87% 
                   =====    =====       =====             ===== 

<CAPTION>

                                   PERCENT OF MASTER TRUST NET ASSETS
                                            DECEMBER 31, 1995
          ----------------------------------------------------------------------------------
  NAME               BORG-WARNER         PUTNAM
   OF               AUTOMOTIVE, INC.     INCOME           LOAN        PENDING         TOTAL
  PLAN              STOCK FUND             FUND           FUND        ACCOUNT         PLAN
<S>                  <C>                 <C>              <C>         <C>            <C>
BWARSP                   3.37%             0.77%           0.73%       0.11%          80.40%
IRSP                     0.42              0.01            0.06        0.00            5.17
DRSP                     0.13              0.00            0.01        0.00            1.51
BRSP                     0.08              0.00            0.01        0.00            0.85
MRSP                     0.07              0.00            0.04        0.00            0.96
MRIP                     0.10              0.17            0.04        0.01           10.79
SHSP                     0.02              0.00            0.00        0.00            0.10
CRSP                     0.01              0.00            0.00        0.00            0.08
RRSP                     0.03              0.00            0.00        0.00            0.10
PRSP                     0.00              0.00            0.00        0.00            0.04
                        -----             -----           -----       -----           -----
Total by
 fund                    4.23%             0.95%           0.89%       0.12%         100.00%
                        =====             =====           =====        ====          ======

<CAPTION>

                      PERCENT OF MASTER TRUST NET ASSETS
                                DECEMBER 31, 1994
            ----------------------------------------------------------
  NAME           INVESTMENT  PUTNAM    PUTNAM        PUTNAM U.S. 
   OF            CONTRACTS   VOYAGER   S&P 500       GOVERNMENT  
  PLAN             FUND      FUND    INDEX FUND      BOND FUND  
<S>                <C>      <C>          <C>            <C>
BWARSP             33.61%   16.99%       6.92%           3.52%
IRSP                1.97     1.01        0.38            0.18  
DRSP                0.54     0.30        0.06            0.03  
BRSP                0.25     0.13        0.08            0.04  
MRSP                0.08     0.16        0.09            0.09  
MRIP                1.43     2.64        0.91            2.44  
                   -----    -----       -----          ------  
Total by
 fund              37.88%   21.23%       8.44%           6.30% 
                   =====    =====       =====          ======  



<CAPTION>


                                   PERCENT OF MASTER TRUST NET ASSETS
                                           DECEMBER 31, 1994
          ----------------------------------------------------------------------------------
  NAME                THE GEORGE          BORG-WARNER                           
   OF                 PUTNAM FUND         AUTOMOTIVE, INC.  LOAN       PENDING       TOTAL
  PLAN                OF BOSTON            STOCK FUND       FUND       ACCOUNT       PLAN
<S>                   <C>                 <C>              <C>         <C>         <C>
BWARSP                   17.63%             3.16%          0.82%         0.01%      82.66%
IRSP                      0.92              0.35           0.06          0.01        4.88
DRSP                      0.28              0.11           0.01          0.00        1.33
BRSP                      0.17              0.07           0.00          0.00        0.74
MRSP                      0.11              0.08           0.02          0.00        0.63
MRIP                      2.34              0.00           0.00          0.00        9.76
                         -----              ----           ----         -----       -----
Total by                                                                      
 fund                    21.45%             3.77%          0.91%         0.02%     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 1994 and components of investment income for the Master Trust for the
   year ended December 31, 1995 are summarized in Note 6.



                                    - 10 -
<PAGE>   14


6.   MASTER TRUST INFORMATION

   The following tables present the fair value of investments of the Master
   Trust as of December 31, 1995 and 1994 and the components of investment
   income for the Master Trust for the year ended December 31, 1995.




                                                         DECEMBER 31,
                                                 1995                  1994
Fair value of investments (in thousands):
 Investment Contracts Fund                      $102,880               $ 98,800
 Putnam Voyager Fund                              89,247                 55,395
 Putnam S&P 500 Index Fund                        33,768                 21,994
 Putnam U.S. Government Bond Fund                                        16,452
 The George Putnam Fund of Boston                 86,070                 55,935
 Borg-Warner Automotive, Inc. Stock Fund          14,053                  9,804
 Putnam Income Fund                                3,204                       
 Loan Fund                                         2,971                  2,364
 Pending Account                                     422                     46
                                                --------               --------
 Total                                          $332,615               $260,790
                                                ========               ========
                                                                               

<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                                                                                  $186           
  Pending Account                                                                 12                       
                                                      --------               -------         ----          
  Total                                               $ 43,374               $18,912         $186          
                                                      ========               =======         ====          
</TABLE>

                                  * * * * * *


                                     -11-
<PAGE>   15
BORG-WARNER RETIREMENT SAVINGS PLAN,
DIXON PLANT

ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 995
(In Thousands of Dollars)
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>



                        DESCRIPTION                             COST         MARKET
                                                             (ESTIMATED)              
<S>                                                             <C>          <C>   
INVESTMENT IN MASTER TRUST                                      $4,933       $5,022
                                                                                   
LOANS RECEIVABLE FROM PARTICIPANTS (Bearing interest                               
  from 6% to 11% maturing January, 1996 through January, 2001)      33           33
                                                                ------       ------
TOTAL                                                           $4,966       $5,055
                                                                ======       ======
</TABLE>









                                      -12-
<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 RETIREMENT SAVINGS PLAN, DIXON PLANT 
                        AS AMENDED AND RESTATED

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.
33-75564 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
Retirement Savings Plan, Dixon Plant ("DSRP") for the year ended December 31, 
1995.

/s/ DELOITTE & TOUCHE LLP
- -------------------------
    DELOITTE & TOUCHE LLP

Chicago, Illinois
June 26, 1996



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