SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 18, 1998
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ARVIN INDUSTRIES, INC.
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(Exact name of registrant as specified in its charter)
Indiana
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(State or other jurisdiction of incorporation)
1-302 35-0550190
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(Commission File Number) (IRS Employer
Identification No.)
One Noblitt Plaza, P.O. Box 3000, Columbus, Indiana 47202-3000
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(Address of principal executive offices) (Zip Code)
Registrant's Telephone number, including area code (812) 379-3000
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ITEM 5. OTHER EVENTS.
The Registrant filed with the Securities and Exchange Commission
a Prospectus Supplement and related Prospectus dated March 18, 1998
regarding an offering of $100,000,000 of its 6.75% Notes due March 15,
2008 that have been registered under the Securities Act of 1933 on
Form S-3 (No. 33-53087). A copy of the form of 6.75% Notes due March
15, 2008 is attached hereto as Exhibit 4. The terms of the offering
of such 6.75% Notes due March 15, 2008 were established in an
Underwriting Agreement, dated March 18, 1998, among the Registrant,
Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated and Lehman Brothers Inc. (the "Underwriting Agreement").
The closing for the issuance of the Notes is scheduled to take place
on March 23, 1998. A copy of the Underwriting Agreement is attached
hereto as Exhibit 1.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
1) Underwriting Agreement among the Registrant, Merrill Lynch & Co.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated and Lehman
Brothers Inc., dated March 18, 1998.
4) Form of 6.75% Notes due March 15, 2008.
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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.
Dated: March 20, 1998
ARVIN INDUSTRIES, INC.
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(Registrant)
/s/ A.R. Sales
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A.R. Sales
Treasurer
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EXHIBIT INDEX
Number Description
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1 Underwriting Agreement among the Registrant,
Merrill Lynch & Co., Merrill Lynch, Pierce,
Fenner & Smith Incorporated and Lehman Brothers
Inc., dated March 18, 1998.
4 Form of 6.75% Notes due March 15, 2008.