SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K/A
AMENDMENT (NO. 2)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1995 Commission file number: 1-12162
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Borg-Warner Automotive, Inc.
(Exact name of registrant as specified in its charter)
Delaware 13-3404508
(State of Incorporation) (IRS Employer Identification No.)
200 South Michigan Avenue
Chicago, Illinois 60604
(312) 322-8500
(Address and telephone number of principal executive offices)
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
registered Common Stock, New York Stock Exchange
par value $.01 per share
Securities registered pursuant to Section 12(g) of the Act: None
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Indicate by check mark whether registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes /X/ NO---
The aggregate market value of the voting stock of the registrant held by
stockholders (not including voting stock held by directors and executive
officers of the registrant and affiliates of Merrill Lynch & Co., Inc., (the
exclusion of such stock shall not be deemed an admission by the registrant that
such person is an affiliate of the registrant)) on March 15, 1996 was
approximately $456 million. As of March 15, 1996, the registrant had 23,402,987
shares of Common Stock and 122,644 shares of Non-Voting Common Stock
outstanding.
Indicate by check-mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. /--/
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) 1. The following consolidated financial statements of the Company on
pages 18 through 31 of the Company's Annual Report are incorporated herein by
reference:
Independent Auditors' Report
Consolidated Statement of Operations - three years ended December 31, 1995,
1994 and 1993
Consolidated Balance Sheets - December 31, 1995 and 1994
Consolidated Statement of Cash Flows - years ended December 31, 1995, 1994
and 1993
Consolidated Statement of Stockholders' Equity - years ended December 31,
1995, 1994 and 1993
Notes to Consolidated Financial Statements
Financial Statements of NSK-Warner Kabushiki Kaisha (including the notes
thereto)
2. Certain schedules for which provisions are made in the applicable
accounting regulations of the Securities and Exchange Commission are not
required under the related instructions or are inapplicable, and therefore have
been omitted.
3. The exhibits filed in response to Item 601 of Regulation S-K are
listed in the Exhibit Index on page A-1.
(b) Reports on Form 8-K.
No reports on Form 8-K were filed by the Company during the three-month
period ended December 31, 1995.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
BORG-WARNER AUTOMOTIVE, INC.
By: WILLIAM C. CLINE
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William C. Cline
Vice President and Controller
(Principal Accounting Officer)
Date: July 1, 1996
EXHIBIT INDEX
Sequential
Exhibit Page
Number Document Description Number
*3.1 Restated Certificate of Incorporation of the Company
(incorporated by reference to Exhibit No. 3.1 of the Company's
Quarterly Report on Form 10-Q for the quarter ended
September 30, 1993).
*3.2 By-laws of the Company (incorporated by reference to Exhibit
No. 3.2 of the Company's Quarterly Report on Form 10-Q for
the quarter ended September 30, 1993).
*10.1 Credit Agreement dated as of December 7, 1994 among Borg-
Warner Automotive, Inc., as Borrower, the Lenders listed
therein, as Lenders, Chemical Bank and the Bank of Nova Scotia,
as Co-Arrangers, Chemical Bank, as Administrative Agent and
The Bank of Nova Scotia as Documentation Agent (incorporated
by reference to Exhibit No. 10.1 to the Company's Annual Report
on Form 10-K for the year ended December 31, 1994.
10.2 First Amendment of Credit Agreement dated as of December
15, 1995.
*10.3 Distribution and Indemnity Agreement dated January 27, 1993
between Borg-Warner Automotive, Inc. and Borg-Warner Security
Corporation (incorporated by reference to Exhibit No. 10.2 to
Registration Statement No. 33-64934).
*10.4 Tax Sharing Agreement dated January 27, 1993 between Borg-
Warner Automotive, Inc. and Borg-Warner Security Corporation
(incorporated by reference to Exhibit No. 10.3 to Registration
Statement No. 33-64934).
*10.5 Registration Rights Agreement dated January 27, 1993
(incorporated by reference to Exhibit No. 10.5 to Registration
Statement No.33-64934).
+*10.6 Borg-Warner Automotive, Inc. Management Stock Option Plan,
as amended (incorporated by reference to Exhibit No. 10.6 to
Registration Statement No. 33-64934).
+*10.7 Borg-Warner Automotive, Inc. 1993 Stock Incentive Plan
as amended effective November 8, 1995.
*10.8 Receivables Transfer Agreement dated as of January 28, 1994
among BWA Receivables Corporation, ABN AMRO Bank N.V.
as Agent and the Program LOC Provider and Windmill Funding
Corporation (incorporated by reference to Exhibit No.
10.12 to the Company's Annual Report on Form 10-K
for the year ended December 31, 1993).
*10.9 First Amendment of Receivables Transfer Agreement dated
as of December 21, 1994 (incorporated by reference to Exhibit
No. 10.11 to the Company's Annual Report on Form 10-K for
the year ended December 31, 1994).
*10.10 Second Amendment of Receivables Transfer Agreement dated
as of January 1, 1995 (incorporated by reference to Exhibit No.
10.1 to the Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1995).
Sequential
Exhibit Page
Number Document Description Number
10.11 Third Amendment of Receivables Transfer Agreement dated as
of October 23, 1995.
*10.12 Service Agreement, dated as of December 31, 1992, by and
between Borg-Warner Security Corporation and Borg-Warner
Automotive, Inc. (incorporated by reference to Exhibit No.10.10
to Registration Statement No. 33-64934).
*10.13 Government Relations Service Agreement, dated as of September 1,
1993, by and between Borg-Warner Security Corporation and Borg-
Warner Automotive, Inc. (incorporated by reference to Exhibit No.
10.14 to the Company's Annual Report on Form 10-K for the year
ended December 31, 1993).
+*10.14 Borg-Warner Automotive, Inc. Transitional Income Guidelines for
Executive Officers amended as of May 1, 1989 (incorporated by
reference to Exhibit 10.16 to the Company's Annual Report on Form
10-K for the year ended December 31, 1993).
+*10.15 Form of Employment Agreement for Executive Officers
(incorporated by reference to Exhibit 10.3 of the Company's
Quarterly Report on Form 10-Q for the quarter ended September
30, 1993).
+*10.16 Borg-Warner Automotive, Inc. Management Incentive
Bonus Plan dated January 1, 1994 (incorporated by reference
to Exhibit No. 10.18 to the Company's Annual Report on
Form 10-K for the year ended December 31, 1993).
+*10.17 Borg-Warner Automotive, Inc. Retirement Savings Excess
Benefit Plan dated January 27, 1993 (incorporated by reference
to Exhibit No. 10.20 of the Company's Annual Report on
Form 10-K for the year ended December 31, 1993).
+10.18 Borg-Warner Automotive, Inc. Retirement Savings Plan dated
January 27, 1993 as further amended and restated effective as
of April 1, 1994.
+*10.19 Borg-Warner Automotive, Inc. Deferred Compensation Plan
dated January 1, 1994 (incorporated by reference to Exhibit No.
10.24 of the Company's Annual Report on Form 10-K for the year
ended December 31, 1993).
+*10.20 Form of Employment Agreement for John F. Fiedler (incorporated
by reference to Exhibit No. 10.0 of the Company's Quarterly Report
on Form 10-Q for the quarter ended June 30, 1994).
+*10.21 Form of Change of Control Employment Agreement for executive
officers (incorporated by reference to Exhibit No. 10.0 to the
Company's Quarterly Report on Form 10-Q for the Quarter ended
September 30, 1995).
*10.22 Assignment of Trademarks and License Agreement
(incorporated by reference to Exhibit No. 10.0 of the Company's
Quarterly Report on Form 10-Q for the quarter ended September
30, 1994).
Sequential
Exhibit Page
Number Document Description Number
+10.23 Borg-Warner Automotive, Inc. Executive Stock Performance Plan.
10.24 Second Amendment to Credit Agreement dated January 16, 1996.
*10.25 Shareholders Agreement Concerning the Management of NSK-
Warner K.K. dated September 25, 1964 between Borg-Warner
Corporation and Nippon Seiko, K.K. (incorporated by reference
to Exhibit No. 10.9 to Registration Statement No. 33-64934).
11. Computation of earnings per share.
13. Annual Report to Stockholders for the year ended December
31, 1995 with manually signed Independent Auditors' Report.
(The Annual Report, except for those portions which are
expressly incorporated by reference in the Form 10-K, is
furnished for the information of the Commission and is not
deemed filed as part of the Form 10-K).
21. Subsidiaries of the Company.
23. Independent Auditors' Consent.
23.2 Independent Auditors' Consent.
24. Power of Attorney.
99.1 Cautionary Statements.
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* Incorporated by reference.
+ Indicates a management contract or compensatory plan or arrangement
required to be filed pursuant to Item 14(c).