As filed with the Securities and Exchange Commission on January 21, 2000
Registration No. 333-
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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 COOLING 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 100,000 shares $39.00 $3,900,000 $1,029.60
($.01 par value) (2)
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(1) Computed pursuant to Rules 457(c) and 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 January 14, 2000 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>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. EXHIBITS.
(5) 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) 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 January 17, 2000.
BORG-WARNER AUTOMOTIVE, INC.
By: /s/JOHN F. FIEDLER
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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 January 17, 2000.
SIGNATURE TITLE
/s/JOHN F. FIEDLER Chairman of the Board and Chief Executive Officer
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JOHN F. FIEDLER
Executive Vice President and
/s/LAWRENCE B. SKATOFF Chief Financial Officer
- ----------------------- (Principal Financial Officer)
LAWRENCE B. SKATOFF
/s/WILLIAM C. CLINE Vice President and Controller
- ------------------------(Principal Accounting Officer)
WILLIAM C. CLINE
* Director
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JOHN RAU
* Director
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ALEXIS P. MICHAS
* Director
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PAUL E. GLASKE
* Director
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JAMES J. KERLEY
* Director
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WILLIAM E. BUTLER
* Director
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IVAN W. GORR
* Director
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ANDREW F. BRIMMER
* Director
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JERE A. DRUMMOND
* Director
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PHYLLIS O. BONANNO
/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 January 17,
2000.
By:
/s/WILLIAM C. CLINE
--------------------------
WILLIAM C. CLINE
Member of the Retirement Savings Plan Committee As Administrator
/s/GERALDINE KINSELLA
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GERALDINE KINSELLA
Member of the Retirement Savings Plan Committee As Administrator
/s/REGIS J. TRENDA
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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
January 20, 2000
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 100,000 shares of the Company's common stock, par value
$.01 per share ("Common Stock"), to be issued under the Borg-Warner Automotive
Cooling 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 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/ Laurene H. Horiszny
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Laurene H. Horiszny
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Borg-Warner Automotive Cooling Systems Corporation Retirement Savigns Plan of
our report dated January 30, 1999 (February 22, 1999 as to the third paragraph
of Note 14), incoroprated by reference in the Annual Report on Form 10-K of
Borg-Warner Automotive, Inc. for the year ended December 31, 1998.
DELOITTE & TOUCHE LLP
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/s/ Deloitte & Touche LLP
Chicago, Illinois
January 19, 2000
January 20, 2000
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 100,000 shares of the Company's common stock, par value
$.01 per share ("Common Stock"), to be issued under the Borg-Warner Automotive
Cooling 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 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/ 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 Borg-Warner Automotive
Cooling Systems Corporation Retirement Savings Plan.
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
17th day of January, 2000.
/s/ Jere A. Drummond /s/ Andrew F. Brimmer
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JERE A. DRUMMOND ANDREW F. BRIMMER
/s/ Ivan W. Gorr /s/ William E. Butler
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IVAN W. GORR WILLIAM E. BUTLER
/s/Paul E. Glaske /s/ John Rau
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PAUL E. GLASKE JOHN RAU
/s/ Alexis P. Michas /s/ James J. Kerley
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ALEXIS P. MICHAS JAMES J. KERLEY
/s/ Phyllis O. Bonanno
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PHYLLIS O. BONANNO
