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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 (Date of earliest event reported):
April 14, 2000 (April 6, 2000)
ARVIN INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
INDIANA 1-302 35-0550190
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
ONE NOBLITT PLAZA, P.O. BOX 3000, COLUMBUS, INDIANA 47202-3000
(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.
Arvin Industries, Inc., an Indiana corporation ("Arvin"), Meritor
Automotive, Inc., a Delaware corporation ("Meritor") and Mu Sub, Inc., an
Indiana corporation and a wholly-owned subsidiary of Meritor ("Newco"), have
entered into an Agreement and Plan of Reorganization dated as of April 6, 2000
(the "Merger Agreement"). The Merger Agreement provides for, among other things:
(a) the merger of Meritor with and into Newco (the "First Step Merger"), to be
immediately followed by (b) the merger of Arvin with and into Newco (the "Second
Step Merger", and with the First Step Merger, the "Merger"). The name of the
combined company will be ArvinMeritor, Inc., and its headquarters will be in the
State of Michigan. Larry D. Yost, Chairman of the Board and Chief Executive
Officer of Meritor, will be the Chairman of the Board and Chief Executive
Officer of the combined company. V. William Hunt, Chairman of the Board,
President and Chief Executive Officer of Arvin, will be the combined company's
Vice Chairman and President. The board of directors of the combined company
will consist of nine members from the current Meritor board and nine members
from the current Arvin board, plus one new independent director agreed upon by
the parties. The Merger is expected to be (1) accounted for under the
"purchase" method of accounting and (2) a "reorganization" under the Internal
Revenue Code of 1986, as amended.
At the effective time of the First Step Merger, each share of common
stock, par value $1 per share, of Meritor ("Meritor Common Stock") outstanding
immediately prior to the effective time of the First Step Merger will be
converted into the right to receive 0.75 shares of common stock, par value $1
per share, of Newco ("Newco Common Stock"). At the effective time of the Second
Step Merger, each share of common stock, par value $2.50 per share, of Arvin
("Arvin Common Stock") outstanding immediately prior to the effective time of
the Second Step Merger will be converted into the right to receive one share of
Newco Common Stock, plus $2.00 in cash.
Consummation of the Merger is subject to a number of conditions,
including (a) the approval of the Merger Agreement by the stockholders entitled
to vote thereon of each of Arvin and Meritor, (b) receipt of all requisite
governmental approvals and (c) certain other customary conditions. Each of the
parties has also agreed to pay a fee of $20 million (the "Termination Fee") to
the other
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party in the event that the Merger Agreement is terminated under certain
circumstances.
In connection with the Merger Agreement, Arvin and Meritor have also
entered into cross stock option agreements, each dated as of April 6, 2000.
Pursuant to the Arvin Industries, Inc. Stock Option Agreement, Arvin granted to
Meritor an irrevocable option to purchase under circumstances in which the
Termination Fee is payable by Arvin, up to 5,103,420 shares of Arvin Common
Stock at a price, subject to certain adjustments, of $24.1875 per share.
Pursuant to the Meritor Automotive, Inc. Stock Option Agreement, Meritor granted
to Arvin an irrevocable option to purchase under circumstances in which the
Termination Fee is payable by Meritor, up to 12,397,833 shares of Meritor Common
Stock at a price, subject to certain adjustments, of $15.6875 per share. Each of
the options, if exercised by the grantee thereof, is intended to provide the
grantee 19.9% of the total number of shares of the grantor outstanding as of
April 6, 2000. Under certain circumstances, the grantor under each Stock Option
Agreement may be required to repurchase the option or the shares acquired by the
grantee pursuant to the exercise thereof.
The foregoing description of the Merger and the Merger Agreement is
qualified in its entirety by reference to (i) the Merger Agreement, a copy of
which is filed herewith as Exhibit 2.1 and is incorporated herein by reference,
(ii) the Arvin Industries, Inc. Stock Option Agreement, a copy of which is filed
herewith as Exhibit 2.2 and is incorporated herein by reference, and (iii) the
Meritor Automotive, Inc. Stock Option Agreement, a copy of which is filed
herewith as Exhibit 2.3 and is incorporated herein by reference.
On April 6, 2000, Arvin and Meritor issued a joint press release (the
"Press Release") regarding the Merger, a copy of which is filed herewith as
Exhibit 99.1 and is incorporated herein by reference. The Press Release contains
"forward looking statements" as defined in the Private Securities Litigation
Reform Act of 1995. Actual results may differ materially from those projected as
a result of certain risks and uncertainties, including but not limited to those
detailed from time to time in Arvin's and Meritor's Securities and Exchange
Commission filings. Such risks and uncertainties also include: materially
adverse changes in economic conditions in the markets in which the companies
operate; costs related to the merger; substantial delay in the expected closing
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the merger; and the risk that Arvin's and Meritor's businesses will not be
integrated successfully.
Arvin and Meritor plan to file a joint proxy statement/prospectus and
other relevant documents concerning the Merger with the Securities and Exchange
Commission (the "Commission"). We urge investors and securityholders to read the
joint proxy statement/prospectus and any other relevant documents to be filed
with Commission because they will contain important information. Investors and
securityholders will be able to obtain free copies of these documents at the
Commission's website at www.sec.gov. In addition, documents filed with the
Commission by Arvin will be available free of charge from Arvin at Arvin's
website at www.arvin.com or by contacting Ronald R. Snyder, Arvin Industries,
Inc., One Noblitt Plaza, Columbus, Ind. 47202; telephone (812) 379-3982.
Documents filed with the Commission by Meritor will be available free of charge
from Meritor at Meritor's website at www.meritorauto.com or by contacting Bonnie
Wilkinson, Meritor Automotive, Inc., 2135 W. Maple Road, Troy, Mich. 48084;
telephone (248) 435-0762.
Arvin, Meritor and their respective officers and directors may be
deemed to be participants in the solicitation of proxies from their shareholders
with respect to the transactions contemplated by the Merger Agreement.
Information concerning the participants in the solicitation will be set forth in
the joint proxy statement/prospectus when it is filed with the Commission.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
2.1 Agreement and Plan of Reorganization dated as of April 6, 2000
between Meritor Automotive, Inc., Mu Sub, Inc. and Arvin
Industries, Inc.
2.2 Arvin Industries, Inc. Stock Option Agreement dated as of
April 6, 2000 between Arvin Industries, Inc. and Meritor
Automotive, Inc.
2.3 Meritor Automotive, Inc. Stock Option Agreement dated as of
April 6, 2000 between Meritor Automotive, Inc. and Arvin
Industries, Inc.
99.1 Joint Press Release dated April 6, 2000 announcing the
execution of the Agreement and Plan of Reorganization
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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, thereunto duly authorized.
ARVIN INDUSTRIES, INC.
(Registrant)
By /s/ William M. Lowe, Jr.
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William M. Lowe, Jr.
Vice President,
Financial Operations
Dated: April 14, 2000
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EXHIBIT INDEX
2.1 Agreement and Plan of Reorganization dated as of April 6, 2000
between Meritor Automotive, Inc., Mu Sub, Inc. and Arvin
Industries, Inc.
2.2 Arvin Industries, Inc. Stock Option Agreement dated as of
April 6, 2000 between Arvin Industries, Inc. and Meritor
Automotive, Inc.
2.3 Meritor Automotive, Inc. Stock Option Agreement dated as of
April 6, 2000 between Meritor Automotive, Inc. and Arvin
Industries, Inc.
99.1 Joint Press Release dated April 6, 2000 announcing the
execution of the Agreement and Plan of Reorganization
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