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
February 26, 1999
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Date of Report (Date of earliest event reported)
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, Post Office Box 3000,
Columbus, Indiana 47202-3000
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(Address of principal executive offices) (Zip Code)
(812) 379-3000
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Registrant's Telephone number, including area code
Item 2. Acquisition or Disposition of Assets.
On February 26, 1999, Arvin Industries, Inc. (the "Registrant")
acquired the Purolator Products automotive filter business from Mark
IV Industries, Inc. Purolator is a leading independent manufacturer
and distributor of automotive oil filters, air filters and fuel
filters in North America for both the automotive replacement and the
automotive original equipment markets. The transaction value of $276
million included the Registrant's assumption of approximately $6
million in debt.
The Registrant financed the acquisition using short-term bank
debt. The lenders were Bank of America National Trust and Savings
Association and The First National Bank of Chicago.
The acquisition was made pursuant to a Purchase Agreement between
the Registrant and Mark IV Industries, Inc. dated February 8, 1999, a
copy of which is Exhibit 2 to this Report.
The acquisition was previously reported by Registrant under Item
5 of its Current Report on Form 8-K filed March 4, 1999.
Item 7. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired
See Note below.
(b) Pro forma financial information
See Note below.
NOTE: It is impractical at this time for the Registrant to
file with this Report the financial statements and pro forma
financial information required by Item 7 of Form 8-K with
respect to the acquisition described in Item 2 of this
Report. Accordingly, the Registrant hereby undertakes to
file such required statements and information by amendment
to this Report on or prior to May 12, 1999.
(c) Exhibits
2. Purchase Agreement between Arvin Industries, Inc. and Mark
IV Industries, Inc. dated February 8, 1999 (Incorporated by
reference to Exhibit 99 to Registrant's Current Report on
Form 8-K filed March 4, 1999). Pursuant to Regulation S-K,
Item 601(b)(2), the Registrant has not included Schedules
and Exhibits to the Purchase Agreement and hereby agrees to
furnish supplementally a copy of any such omitted document
to the Securities and Exchange Commission upon request.
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 12, 1999
ARVIN INDUSTRIES, INC.
(Registrant)
/s/ Richard A. Smith
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Richard A. Smith
Vice President-Finance and
Chief Financial Officer
EXHIBIT INDEX
Number Description
2. Purchase Agreement between Arvin Industries, Inc. and
Mark IV Industries, Inc. dated February 8, 1999
(Incorporated by reference to Exhibit 99 to
Registrant's Current Report on Form 8-K filed March 4,
1999).