As filed with the Securities and Exchange Commission on November 11, 1998
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
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, INC.
RETIREMENT SAVINGS PLAN AS AMENDED AND RESTATED
(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)
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
- --------------------------------------------------------------------------------
Common Stock 500,000 shares $49.84375 $24,921,875.00 $6,928.28
($.01 par value)(2)
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(1) Computed pursuant to Rule 457(c) and Rule 457(h) 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 November 9, 1998 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.
<PAGE>
The contents of Registration Statement Nos. 33-75572 and 333-45499 on Form S-8
are incorporated herein by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. EXHIBITS.
(5.1) Opinion of Laurene H. Horiszny, Vice President, General Counsel and
Secretary of the Company.
(23.1)Consent of Deloitte & Touche LLP.
(23.2)Consent of Laurene H. Horiszny (included as part of exhibit (5)).
(24.1)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 November 11, 1998.
BORG-WARNER AUTOMOTIVE, INC.
By: /s/ JOHN F. FIEDLER
--------------------------------------------
JOHN F. FIEDLER
Chairman and Chief Executive Officer
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 November 11, 1998.
SIGNATURE TITLE
/s/JOHN F. FIEDLER Chairman of the Board and Chief Executive Officer
- -----------------------
JOHN F. FIEDLER
/s/ROBIN J. ADAMS Vice President and Treasurer
- ------------------------ (Principal Financial Officer)
ROBIN J. ADAMS
/s/WILLIAM C. CLINE Vice President and Controller
- ------------------------ (Principal Accounting Officer)
WILLIAM C. CLINE
* Director
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JOHN RAU
* Director
- ------------------------
ALEXIS P. MICHAS
* Director
- ------------------------
PAUL E. GLASKE
* Director
- ------------------------
JAMES J. KERLEY
* Director
- ------------------------
WILLIAM E. BUTLER
* Director
- ------------------------
IVAN W. GORR
* Director
- ------------------------
ANDREW F. BRIMMER
* Director
- ------------------------
JERE A. DRUMMOND
/s/ JOHN F. FIEDLER As attorney-in-fact for the directors marked by an
- ------------------------ asterisk.
JOHN F. FIEDLER
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 November
11, 1998.
BORG-WARNER AUTOMOTIVE, INC. RETIREMENT SAVINGS PLAN AS AMENDED AND RESTATED
/s/ROBIN J. ADAMS
- ----------------------
ROBIN J. ADAMS
Member of the Retirement Savings Plan Committee as Administrator
/s/ WILLIAM C. CLINE
- ----------------------
WILLIAM C. CLINE
Member of the Retirement Savings Plan Committee as Administrator
/s/GERALDINE KINSELLA
- ----------------------
GERALDINE KINSELLA
Member of the Retirement Savings Plan Committee as Administrator
/s/ REGIS TRENDA
- ----------------------
REGIS J. TRENDA
Member of the Retirement Savings Plan Committee as Administrator
<PAGE>
EXHIBIT INDEX
(5.1) Opinion of Laurene H. Horiszny, Vice President, General Counsel and
Secretary of the Company.
(23.1)Consent of Deloitte & Touche LLP.
(23.2)Consent of Laurene H. Horiszny (included as part of exhibit (5)).
(24.1)Power of Attorney.
November 11, 1998
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Gentlemen:
I have acted as counsel to Borg-Warner Automotive, Inc. (the "Company") in
connection with its Registration Statement on Form S-8 (the "Registration
Statement") relating to 500,000 shares of the Company's common stock, par value
$.01 per share ("Common Stock"), to be issued under the Borg-Warner Automotive,
Inc. Retirement Savings Plan as Amended and Restated (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 legally
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, the General Corporation Law of Delaware
and the federal laws of the United States. 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,
s/s Laurene H. Horiszny
- ---------------------
Laurene H. Horiszny
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Borg-Warner Automotive, Inc. on Form S-8 relating to
the Borg-Warner Automotive, Inc. Retirement Savings Plan as
Amended and Restated of our report dated January 30, 1998
(February 13, 1998 as to the third paragraph of Note 4),
incorporated by reference in the Annual Report on Form 10-K of
Borg-Warner Automotive, Inc. for the year ended December 31,
1997.
/s/DELOITTE & TOUCHE LLP
- --------------------------
DELOITTE & TOUCHE LLP
Chicago, Illinois
November 11, 1998
November 11, 1998
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Gentlemen:
I have acted as counsel to Borg-Warner Automotive, Inc. (the "Company") in
connection with its Registration Statement on Form S-8 (the "Registration
Statement") relating to 500,000 shares of the Company's common stock, par value
$.01 per share ("Common Stock"), to be issued under the Borg-Warner Automotive,
Inc. Retirement Savings Plan as Amended and Restated (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 legally
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, the General Corporation Law of Delaware
and the federal laws of the United States. 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,
s/s Laurene H. Horiszny
- ---------------------
Laurene H. Horiszny
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 Borg-
Warner Automotive, Inc. Retirement Savings Plan as Amended and Restated.
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
10th day of November, 1998.
s/s JERE A. DRUMMOND s/s ANDREW F. BRIMMER
- -------------------------------------- ------------------------------
JERE A. DRUMMOND ANDREW F. BRIMMER
s/s IVAN W. GORR s/s WILLIAM E. BUTLER
- -------------------------------------- ------------------------------
IVAN W. GORR WILLIAM E. BUTLER
s/s PAUL E. GLASKE s/s JOHN RAU
- -------------------------------------- ------------------------------
PAUL E. GLASKE JOHN RAU
s/s ALEXIS P. MICHAS s/s JAMES J. KERLEY
- -------------------------------------- ------------------------------
ALEXIS P. MICHAS JAMES J. KERLEY
