SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report February 10, 1997 Date of earliest event reported January 28, 1997 ARVIN INDUSTRIES, INC. (Exact Name of Registrant as Specified in Charter) Indiana 1-302 35-0550190 ----------------------- -------------------- -------------------- (State or other jurisdiction Commission File Number (IRS Employer of incorporation) Identification No.) One Noblitt Plaza, Box 3000 Columbus, IN 47202-3000 - ------------------------------------------ -------------- (Address of principal executive offices) (Zip Code) 812-379-3000 -------------------------------- (Registrant's telephone number, including area code) Item 5. Other Events. On January 28, 1997, Arvin Capital I, a Delaware business trust (the "Trust"), issued 100,000 of its 9.50% Capital Securities (the "Capital Securities"), which represent beneficial interests in the Trust, in a public offering registered under the Securities Act of 1933, as amended (Registration Statement Nos. 333-18521 and 333-18521-01). The sole asset of the Trust is $103,100,000 in aggregate principal amount of the Registrant's 9.50% Junior Subordinated Deferrable Interest Debentures due 2027 (the "Subordinated Debentures"). Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits Certain documents relating to the Capital Securities and the Subordinated Debentures were included as exhibits to the Registration Statement. The following exhibits are filed herewith. Exhibit Number Description ======== ======================================================== 4.3 Amended and Restated Declaration of Trust dated as of January 28, 1997 of Arvin Capital I, among Arvin Industries, Inc., as sponsor, the Administrative Trustees named therein and Wilmington Trust Company, as Institutional Trustee. 4.5 First Supplemental Indenture dated as of January 28, 1997 between Arvin Industries, Inc. and Wilmington Trust Company, as Trustee, relating to the 9.50% Junior Subordinated Deferrable Interest Debentures due 2027. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ARVIN INDUSTRIES, INC. By: /s/ Richard A. Smith ------------------------------ Name: Richard A. Smith Title: Vice President-Finance and Chief Financial Officer Date: February 7, 1997 EXHIBIT INDEX Exhibit Number Description ============================================================== 4.3 Amended and Restated Declaration of Trust dated as of January 28, 1997 of Arvin Capital I, among Arvin Industries, Inc., as sponsor, the Administrative Trustees named therein and Wilmington Trust Company, as Institutional Trustee. 4.5 First Supplemental Indenture dated as of January 28, 1997 between Arvin Industries, Inc. and Wilmington Trust Company, as Trustee, relating to the 9.50% Junior Subordinated Deferrable Interest Debentures due 2027.