<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 33-92426
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, Coldwater 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 and for the Year Ended December 31, 1995 and
Supplemental Schedule as of December 31, 1995 and Independent Auditors' Report
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.
<PAGE> 2
BORG-WARNER AUTOMOTIVE AUTOMATIC TRANSMISSION SYSTEMS CORPORATION, COLDWATER
PLANT RETIREMENT SAVINGS PLAN
FINANCIAL STATEMENTS AS OF AND FOR THE YEAR ENDED DECEMBER 31, 1995 AND
SUPPLEMENTAL SCHEDULE AS OF DECEMBER 31, 1995 AND INDEPENDENT AUDITORS' REPORT
<PAGE> 3
BORG-WARNER AUTOMOTIVE AUTOMATIC TRANSMISSION SYSTEMS CORPORATION, COLDWATER
PLANT RETIREMENT SAVINGS PLAN
TABLE OF CONTENTS
PAGE
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,
Year Ended December 31, 1995 3
Notes to Financial Statements,
Year Ended December 31, 1995 4-10
SUPPLEMENTAL SCHEDULE:
Item 27a - Schedule of Assets Held for Investment Purposes,
December 31, 1995 11
(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, Coldwater
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, Coldwater Plant, Retirement Savings Plan, as of December 31, 1995,
and the related statement of changes in net assets available for benefits for
the year then ended. 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 year then ended 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,
COLDWATER 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 $232
----
NET ASSETS AVAILABLE FOR BENEFITS $232
====
</TABLE>
-2-
<PAGE> 6
BORG-WARNER AUTOMOTIVE AUTOMATIC
TRANSMISSION SYSTEMS CORPORATION,
COLDWATER PLANT RETIREMENT SAVINGS PLAN
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 $ 42
Transfer from other Borg-Warner Automotive, Inc. Plans 125
Contributions from participants 36
Contributions from the Company 32
------
Total additions 235
------
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Participants' withdrawals 2
Miscellaneous expense 1
------
Total deductions 3
------
NET INCREASE 232
NET ASSETS AVAILABLE FOR BENEFITS - Beginning of period 0
------
NET ASSETS AVAILABLE FOR BENEFITS - End of period $ 232
======
See notes to financial statements.
</TABLE>
-3-
<PAGE> 7
BORG-WARNER AUTOMOTIVE AUTOMATIC TRANSMISSION SYSTEMS CORPORATION, COLDWATER
PLANT RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
YEAR ENDED 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, Borg-Warner Security Corporation.
The Borg-Warner Automotive Automatic Transmission Systems Corporation,
Coldwater Plant Retirement Savings Plan (the "Plan") was established on
January 1, 1995 as a participant in the Master Trust. The Plan is
sponsored by Borg-Warner Automotive Automatic Transmissions Systems
Corporation, Coldwater 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,
Coldwater Plant (the "Coldwater Plant") with systematic savings
tax-advantaged long-term savings for retirement. The Company 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. Employees of the
Coldwater Plant may participate in the Plan upon meeting the eligibility
requirements of the Plan.
A complete description of the Plan procedures and provisions is contained in
the Plan document. Significant Plan features include:
ELIGIBILITY - Employees of the Plant may participate in the Plan if they
have been employed for at least six consecutive months by the Company.
Employees of the Plant previously participating in other Company defined
contribution plans are eligible at the inception of the Plan.
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. 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 participants'
contributions to this account.
Savings Account - Participants may voluntarily contribute one to seven
percent of their compensation to this account. No Company contributions
are made to this account.
-4-
<PAGE> 8
Retiree Health 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 up to $400 per year.
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.
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.
-5-
<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 24,920 $ 1.00
Putnam Voyager Fund 4,158 15.34
Putnam S&P 500 Index Fund 3,697 13.88
The George Putnam Fund of Boston 4,327 15.52
Borg-Warner Automotive, Inc. Stock Fund 689 32.00
</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 100 percent upon completion of five years of 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 participants are actively employed, no withdrawals may
be made from the Company Retirement Account, Employee Retirement Account or
the Retiree Health 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, 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 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
Investment Contracts Fund is fully benefit responsive. Investments in all
other funds are stated at market value as reported by the Trustee.
B 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
-6-
<PAGE> 10
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.
4. FUND INFORMATION
Fair value of Plan investments in the Master Trust as of December 31, 1995,
investment income from Master Trust, contributions from the participants,
contributions from the Company and participants' withdrawals are as follows:
<TABLE>
<CAPTION>
DECEMBER 31,
1995
<S> <C>
Fair value of Plan investments in Master Trust (in thousands):
Investment Contracts Fund $ 25*
Putnam Voyager Fund 64*
Putnam S&P 500 Index Fund 51*
The George Putnam Fund of Boston 67*
Borg-Warner Automotive, Inc. Stock Fund 22*
Loan Fund 2
Pending Account 1
------
Total $ 232
======
</TABLE>
*Represent 5% or more of plan assets.
-7-
<PAGE> 11
Income from investment in Master Trust for the year ended December 31, 1995
(in thousands):
<TABLE>
<S> <C>
Investment Contracts Fund 1
Putnam Voyager Fund 16
Putnam S&P 500 Index Fund 11
Putnam U.S. Government Bond Fund 2
The George Putnam Fund of Boston 8
Borg-Warner Automotive, Inc. Stock Fund 4
-----
Total 42
=====
</TABLE>
Contributions from participants for the year ended December 31, 1995
(in thousands):
<TABLE>
<S> <C>
Investment Contracts Fund $ 4
Putnam Voyager Fund 9
Putnam S&P 500 Index Fund 7
The George Putnam Fund of Boston 12
Borg-Warner Automotive, Inc. Stock Fund 4
-----
Total $ 36
=====
</TABLE>
Contributions from the Company for the year ended December 31, 1995
(in thousands) :
<TABLE>
<S> <C>
Investment Contracts Fund $ 4
Putnam Voyager Fund 8
Putnam S&P 500 Index Fund 5
The George Putnam Fund of Boston 10
Borg-Warner Automotive, Inc. Stock Fund 5
-----
Total $ 32
=====
</TABLE>
Participants' withdrawals for the year ended December 31, 1995 (in thousands):
<TABLE>
<S> <C>
The George Putnam Fund of Boston 1
Borg-Warner Automotive, Inc. Stock Fund 1
----
Total $ 2
====
</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,
-8-
<PAGE> 12
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").
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% 0.77% 0.73% 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
components of investment income for the year ended December 31, 1995 are
summarized in Note 6.
-9-
<PAGE> 13
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.
<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>
<TABLE>
<CAPTION>
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 $186
Pending Account 0 12
------- ------- ----
Total $43,374 $18,912 $186
======= ======= ====
</TABLE>
*****
- 10 -
<PAGE> 14
BORG-WARNER AUTOMOTIVE AUTOMATIC
TRANSMISSION SYSTEMS CORPORATION,
COLDWATER 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 $ 199 $ 230
LOAN RECEIVABLE FROM PARTICIPANT (Bearing interest
at 10% maturing in August 2000) 2 2
------ ------
TOTAL $ 201 $ 232
====== ======
</TABLE>
-11-
<PAGE> 15
BORG-WARNER AUTOMOTIVE AUTOMATIC TRANSMISSION SYSTEMS CORPORATION,
COLDWATER PLANT RETIREMENT SAVINGS PLAN
Date: June 28, 1996 SIGNATURE TITLE
By:/s/ ROBIN J. ADAMS Retirement Savings Plan
Member Committee
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> 16
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.
33-92426 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, Coldwater Plant
Retirement Savings Plan for the year ended December 31, 1995.
/s/ DELOITTE & TOUCHE LLP
- -------------------------
DELOITTE & TOUCHE LLP
Chicago, Illinois
June 26, 1996
