arvinmeritor_8k.htm
UNITED STATES
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): August 25, 2010
ARVINMERITOR, INC.
(Exact name of registrant as specified in its
charter)
| Indiana |
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1-15983 |
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38-3354643 |
| (State or other jurisdiction |
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(Commission |
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(IRS Employer |
| of incorporation) |
|
File No.) |
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Identification
No.) |
2135 West Maple
Road
Troy, Michigan
(Address of principal executive
offices)
48084-7186
(Zip code)
Registrant’s telephone
number, including area code: (248) 435-1000
Check the appropriate
box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
[ ] Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Item 7.01. Regulation FD Disclosure
ArvinMeritor, Inc.
(“ArvinMeritor”) is reiterating guidance today for its fourth quarter of fiscal
year 2010. ArvinMeritor has confirmed that, after adjusting for the expected
sale of its Body Systems business, ArvinMeritor’s qualitative outlook for the
fourth quarter for continuing operations is expected to be unchanged from that
provided in its August 3, 2010 press release relating to third quarter earnings
(the “Earnings Release”).
ArvinMeritor
announced on August 3, 2010, following the Earnings Release, that it had entered
into an agreement to sell its Body Systems business and expected to close the
transaction by the end of calendar year 2010, subject to regulatory approvals
and other customary closing conditions. As a result of the anticipated sale, the
Light Vehicle Systems business is expected to be reported in discontinued
operations in ArvinMeritor’s fourth fiscal quarter results. ArvinMeritor’s
financial guidance for the fourth quarter of fiscal year 2010 is for expected
results from continuing operations, which is now expected to include only the
core business segments: Commercial Truck, Industrial and Aftermarket &
Trailer.
The information in
this Item 7.01 of Form 8-K shall not be deemed “filed” for purposes of Section
18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise
subject to the liabilities of that section, nor shall it be deemed incorporated
by reference in any filing under the Securities Act of 1933 or the Exchange Act,
except as shall be expressly set forth by specific reference in such a
filing.
Forward-Looking Statements
This Report on Form 8-K contains statements
relating to future results of the company (including certain projections) that
are “forward-looking statements” as defined in the Private Securities Litigation
Reform Act of 1995. Forward-looking statements are typically identified by words
or phrases such as “believe,” “expect,” “anticipate,” “estimate,” “should,” “are
likely to be,” “will” and similar expressions. There are risks and uncertainties
relating to the company’s announced plans to sell the Body Systems business of
its Light Vehicle Systems segment, including the timing and certainty of
completion of the sale and the fulfillment of closing conditions, some of which
may not be within the company’s control. Until the closing of any sale, the
company will be responsible for the operation of this business. Therefore, it is
possible that an extended process could result in operating losses and cash
requirements for which the company would be responsible, especially if economic
conditions begin again to destabilize. In addition, although the company
currently expects to sell the entire business, if the company fails to do so,
the company may consider other available options, including restructurings and
multiple sales of portions of the business (which may involve substantial costs
and the potential to lose new or replacement customer awards due to the
uncertainty as to the future of the business).
In addition, actual results may differ
materially from those projected as a result of certain risks and uncertainties,
including but not limited to global economic and market cycles and conditions,
including the recent global economic crisis; the demand for commercial,
specialty and light vehicles for which the company supplies products; risks
inherent in operating abroad (including foreign currency exchange rates and
potential disruption of production and supply due to terrorist attacks or acts
of aggression); whether our liquidity will be affected by declining vehicle
production volumes in the future; availability and sharply rising cost of raw
materials, including steel and oil; OEM program delays; demand for and market
acceptance of new and existing products; successful development of new products;
reliance on major OEM customers; labor relations of the company, its suppliers
and customers, including potential disruptions in supply of parts to our
facilities or demand for our products due to work stoppages; the financial
condition of the company’s suppliers and customers, including potential
bankruptcies; possible adverse effects of any future suspension of normal trade
credit terms by our suppliers; potential difficulties competing with companies
that have avoided their existing contracts in bankruptcy and reorganization
proceedings; successful integration of acquired or merged businesses; the
ability to achieve the expected annual savings and synergies from past and
future business combinations and the ability to achieve the expected benefits of
restructuring actions; the ability to achieve anticipated or continued cost
savings from reduction actions; success and timing of potential divestitures;
potential impairment of long-lived assets, including goodwill; potential
adjustment of the value of deferred tax assets; competitive product and pricing
pressures; the amount of the company’s debt; the ability of the company to
continue to comply with covenants in its financing agreements; the ability of
the company to access capital markets; credit ratings of the company’s debt; the
outcome of existing and any future legal proceedings, including any litigation
with respect to environmental or asbestos-related matters; the outcome of actual
and potential product liability and warranty and recall claims; rising costs of
pension and other post-retirement benefits and possible changes in pension and
other accounting rules; as well as other risks and uncertainties, including but
not limited to those detailed from time to time in filings of the company with
the SEC. These forward-looking statements are made only as of the date hereof,
and the company undertakes no obligation to update or revise the forward-looking
statements, whether as a result of new information, future events or otherwise,
except as otherwise required by law.
SIGNATURES
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.
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ARVINMERITOR, INC. |
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By: /s/
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Vernon G. Baker, II |
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Vernon G. Baker,
II |
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Senior Vice
President and |
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General
Counsel |
Date: August 25,
2010