As filed with the Securities and Exchange Commission on March 4, 1999
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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ARVIN INDUSTRIES, INC.
(Exact name of Registrant as specified in its charter)
Indiana 35-0550190
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
One Noblitt Plaza
Box 3000
Columbus, Indiana 47202-3000
(812) 379-3000
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(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
---------------
Ronald R. Snyder
Vice President, General Counsel and Secretary
Arvin Industries, Inc.
One Noblitt Plaza
Box 3000
Columbus, Indiana 47202-3000
(812) 379-3000
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(Name, address, including zip code, and telephone number,
including area code, of agent for service)
---------------
Copies to:
Frederick L. Hartmann Brian W. Duwe
Schiff Hardin & Waite Skadden, Arps, Slate, Meagher &
Flom (Illinois)
6600 Sears Tower 333 West Wacker Drive
Chicago, Illinois 60606 Chicago, Illinois 60606
Approximate Date of Commencement of Proposed Sale to the Public:
As soon as practicable after this Registration Statement is declared
effective.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please
check the following box. / /
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, other than securities offered only in
connection with dividend or interest reinvestment plans, check the
following box. /X/
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for
the same offering. /X/ 33-53087
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. / /
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CALCULATION OF ADDITIONAL REGISTRATION FEE
===================================================================
Proposed
Proposed Maximum
Title of Each Maximum Aggregate Amount of
Securities to Amount to be Offering Price Offering Registration
be Registered Registered(1) Per Unit(2) Price(2)(3) Fee
-------------- ------------- -------------- ----------- ------------
Debt
Securities $25,000,000 100% $25,000,000 $6,950
==================
(1) Represents total additional amount registered pursuant to this Registration Statement. Does not include the
$125,000,000 amount remaining available from Registration Statement No. 33-53087, the filing fee for which
has already been paid.
(2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o).
(3) Subject to note (1), there are being registered hereunder an indeterminate principal amount of Debt
Securities. If any Debt Securities are being issued at an original issue discount, then the offering price
shall be in such greater principal amount as shall result in an approximate initial offering price not to
exceed $25,000,000.
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EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Rule
462(b) under the Securities Act of 1933, as amended. The contents of
the registrant's Registration Statement on Form S-3 (Registration No.
33-53087) are incorporated herein by reference.
EXHIBITS
5-1 Opinion of Schiff Hardin & Waite.
23-1 Consent of PricewaterhouseCoopers LLP.
23-2 Consent of Schiff Hardin & Waite (included in Exhibit 5-1).
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SIGNATURES
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-3 and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Columbus, State
of Indiana, on this 3rd day of March, 1999.
ARVIN INDUSTRIES, INC.
By: /s/ V. William Hunt
==============================
V. William Hunt,
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
========= ===== ====
/s/ V. William Hunt President, Chief March 3, 1999
=============================== Executive Officer
V. William Hunt and Director
/s/ Byron O. Pond Chairman and March 3, 1999
=============================== Director
Byron O. Pond
/s/ Richard A. Smith Vice President - March 3, 1999
=============================== Finance, Chief
Richard A. Smith Financial Officer
and Director
/s/ William M. Lowe, Jr. Controller and Chief March 3, 1999
=============================== Accounting Officer
William M. Lowe, Jr.
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Signature Title Date
========= ===== ====
/s/ Joseph P. Allen Director February 22,
=============================== 1999
Joseph P. Allen
/s/ Steven C. Beering Director March 3, 1999
===============================
Steven C. Beering
/s/ Joseph P. Flannery Director March 3, 1999
===============================
Joseph P. Flannery
/s/ William D. George Director February 20,
=============================== 1999
William D. George
/s/ Ivan W. Gorr Director March 3, 1999
===============================
Ivan W. Gorr
/s/ Richard W. Hanselman Director March 3, 1999
===============================
Richard W. Hanselman
/s/ Don J. Kacek Director March 3, 1999
===============================
Don J. Kacek
/s/ Frederick R. Meyer Director February 20,
=============================== 1999
Frederick R. Meyer
/s/ Arthur R. Velasquez Director March 3, 1999
===============================
Arthur R. Velasquez
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