As filed with the Securities and Exchange Commission on September 27, 1996
Registration No. 33-------------------
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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BORG-WARNER AUTOMOTIVE, INC.
(Exact name of registrant as specified in the charter)
Delaware 13-3404508
(State of Incorporation) (IRS Employer Identification No.)
200 South Michigan Avenue
Chicago, Illinois 60604
(Address of principal executive offices)
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BORG-WARNER AUTOMOTIVE AIR/FLUID SYSTEMS CORPORATION
RETIREMENT SAVINGS PLAN
(Full title of the plan)
LAURENE H. HORISZNY, ESQ.
Borg-Warner Automotive, Inc.
200 South Michigan Avenue
Chicago, Illinois 60604
(312) 322-8500
(Name, address and telephone number of agent for service)
Approximate date of commencement of sale under the Plan;
From time to time after the effective date of this Registration Statement.
CALCULATION OF REGISTRATION FEE
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Titles of Amount Proposed maximum Proposed maxi-
securities to be offering price mum aggregate Amount of
to be registered registered per share (1) offering price registration fee
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Common Stock 35,000 shares(3) $36.188 $1,266,580 $436.75
($.01 par value)(2)
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(1) Computed pursuant to Rule 457(c) solely for the purpose of calculating the
registration fee and not as a representation as to any actual proposed price.
This amount is based on the average of the high and low prices of such Common
Stock on September 20, 1996 on the consolidated reporting system.
(2) Pursuant to Rule 416 (c) under the Securities Act of 1933, this registration
statement also covers an indeterminate amount of interests to be offered or sold
pursuant to the employee benefit plan described herein.
(3) On 6/17/96, the name of the Borg-Warner Retirement Savings Plan, Dixon Plant
("Dixon Plan) was changed to Borg-Warner Automotive Air/Fluid Systems
Corporation Retirement Saving Plan ("AFS Plan") (a registration statement on
Form S-8 (No. 33-75564) was previously filed for the registration of 40,000
shares of Common Stock for the Dixon Plan on 2/22/94); the Borg-Warner
Retirement Savings Plan, Blytheville Plant ("Blytheville Plan") was merged with
and into the AFS Plan (a registration statement on Form S-8 (No. 33-75566) was
previously filed for the registration of 20,000 shares of Common Stock for the
Blytheville Plan on 2/22/94). <PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The contents of Registration Nos. 33-75564 and 33-75566 on Form S-8 are
incorporated herein by reference.
Item 8. EXHIBITS.
(5) Opinion of Laurene H. Horiszny, Vice President, General Counsel and
Secretary of the Company.
(23.1)Consent of Laurene H. Horiszny (included as part of exhibit (5)).
(24) Power of Attorney.
SIGNATURES
THE REGISTRANT. 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 Chicago, Illinois on September 27, 1996.
BORG-WARNER AUTOMOTIVE, INC.
By: JOHN F. FIEDLER
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JOHN F. FIEDLER
Chairman and Chief Executive Officer
THE PLAN. Pursuant to the requirements of the Securities Act of 1933, The
Retirement Savings Plan Committee as Administrator of the Retirement Savings
Plan has duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in Chicago, Illinois on September
27, 1996.
SIGNATURE TITLE
ROBIN J. ADAMS Retirement Savings Plan Committee Member
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ROBIN J. ADAMS
WILLIAM C. CLINE Retirement Savings Plan Committee Member
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WILLIAM C. CLINE
GERALDINE KINSELLA Retirement Savings Plan Committee Member
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GERALDINE KINSELLA
REGIS J. TRENDA Retirement Savings Plan Committee Member
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REGIS J. TRENDA
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in their
capacities on September 27, 1996.
SIGNATURE TITLE
JOHN F. FIEDLER Chairman of the Board and Chief Executive Officer
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JOHN F. FIEDLER
ROBIN J. ADAMS Vice President and Treasurer
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ROBIN J. ADAMS
WILLIAM C. CLINE Vice President and Controller
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WILLIAM C. CLINE
ALBERT J. FITZGIBBONS, III Director
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ALBERT J. FITZGIBBONS, III
ALEXIS P. MICHAS Director
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ALEXIS P. MICHAS
PAUL E. GLASKE Director
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PAUL E. GLASKE
JAMES J. KERLEY Director
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JAMES J. KERLEY
DONALD C. TRAUSCHT Director
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DONALD C. TRAUSCHT
IVAN W. GORR Director
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IVAN W. GORR
MATTHIAS B. BOWMAN Director
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MATTHIAS B. BOWMAN
The Retirement Savings Plan Committee as administrator of the Retirement Savings
Plan:
By: ROBIN J. ADAMS Retirement Savings Plan Committee Member
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ROBIN J. ADAMS
WILLIAM C. CLINE Retirement Savings Plan Committee Member
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WILLIAM C. CLINE
GERALDINE KINSELLA Retirement Savings Plan Committee Member
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GERALDINE KINSELLA
REGIS J. TRENDA Retirement Savings Plan Committee Member
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REGIS J. TRENDA
<PAGE>
EXHIBIT INDEX
(5) Opinion of Laurene H. Horiszny, Vice President, General Counsel and
Secretary of the Company
(23.1)Consent of Laurene H. Horiszny (included as part of exhibit (5)).
(24) Power of Attorney
POWER OF ATTORNEY
The undersigned directors of Borg-Warner Automotive, Inc. (the "Corporation")
hereby appoint John F. Fiedler as their true and lawful attorney-in-fact, with
full power for and on their behalf to execute, in their names and capacities as
directors of the Corporation, and to file with the Securities and Exchange
Commission on behalf of the Corporation under the Securities Act of 1933, as
amended, any and all Registration Statements (including any and all amendments
or post-effective amendments thereto) relating to the amendment of the
Retirement Savings Plans.
This Power of Attorney automatically ends upon the termination of Mr. Fiedler's
service with the Corporation.
In witness whereof, the undersigned have executed this Power of Attorney on this
20th day of September, 1996.
DONALD C. TRAUSCHT ALBERT J. FITZGIBBONS, III
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DONALD C. TRAUSCHT ALBERT J. FITZGIBBONS, III
ALEXIS P. MICHAS MATTHIAS B. BOWMAN
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ALEXIS P. MICHAS MATTHIAS B. BOWMAN
JAMES J. KERLEY IVAN W. GORR
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JAMES J. KERLEY IVAN W. GORR
PAUL E. GLASKE JOHN F. FIEDLER
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PAUL E. GLASKE JOHN F. FIEDLER
[BORGWARNER AUTOMOTIVE LETTERHEAD]
September 27, 1996
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Gentlemen:
I have acted as counsel for Borg-Warner Automotive, Inc., (the "Company") in
connection with its registration under the Securities Act of 1933, as amended,
through the filing of a Registration Statement on Form S-8 (the "Registration
Statement"), of 35,000 additional shares of the Company's common stock, par
value $.01 per share ("Common Stock"), to be offered for purchase under the
Borg-Warner Automotive Air/Fluid Systems Corporation Retirement Savings Plan
(the "Plan"). In the course thereof, I or attorneys acting under my supervision
and control have reviewed such documents and have made such investigation of law
as I have deemed appropriate as a basis for the opinions expressed below.
Based on the foregoing and subject to the qualifications set forth herein, I am
of the opinion that:
1. All necessary corporate action with respect to the authorization of the
shares of Common Stock under the Plan has been taken by the Company.
2. Such shares of Common Stock, when issued under the Plan, will be validly
issued, fully paid and non-assessable.
3. Under the laws of the State of Delaware and the laws of the State of
Illinois, the jurisdiction where the Company's principal executive offices are
located, no holder of shares of Common Stock issued under the Plan is or will be
subject to personal liability by reason of being such a holder.
I express no opinion as to, or the effect of applicability of, any laws other
than the laws of the State of Illinois and the corporate law of Delaware. This
opinion is limited to the specific issues addressed and is limited in all
respects to laws and facts existing on the date hereof.
I hereby consent to the filing of a copy of this opinion as an exhibit to the
Registration Statement and to the use of my name therein.
Yours sincerely,
LAURENE H. HORISZNY
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LAURENE H. HORISZNY
[BORGWARNER AUTOMOTIVE LETTERHEAD]
September 27, 1996
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Gentlemen:
I have acted as counsel for Borg-Warner Automotive, Inc., (the "Company") in
connection with its registration under the Securities Act of 1933, as amended,
through the filing of a Registration Statement on Form S-8 (the "Registration
Statement"), of 35,000 additional shares of the Company's common stock, par
value $.01 per share ("Common Stock"), to be offered for purchase under the
Borg-Warner Automotive Air/Fluid Systems Corporation Retirement Savings Plan
(the "Plan"). In the course thereof, I or attorneys acting under my supervision
and control have reviewed such documents and have made such investigation of law
as I have deemed appropriate as a basis for the opinions expressed below.
Based on the foregoing and subject to the qualifications set forth herein, I am
of the opinion that:
1. All necessary corporate action with respect to the authorization of the
shares of Common Stock under the Plan has been taken by the Company.
2. Such shares of Common Stock, when issued under the Plan, will be validly
issued, fully paid and non-assessable.
3. Under the laws of the State of Delaware and the laws of the State of
Illinois, the jurisdiction where the Company's principal executive offices are
located, no holder of shares of Common Stock issued under the Plan is or will be
subject to personal liability by reason of being such a holder.
I express no opinion as to, or the effect of applicability of, any laws other
than the laws of the State of Illinois and the corporate law of Delaware. This
opinion is limited to the specific issues addressed and is limited in all
respects to laws and facts existing on the date hereof.
I hereby consent to the filing of a copy of this opinion as an exhibit to the
Registration Statement and to the use of my name therein.
Yours sincerely,
LAURENE H. HORISZNY
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LAURENE H. HORISZNY
