Registration No. 333-_____
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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ARVINMERITOR, INC.
(Exact name of registrant as specified in its charter)
INDIANA 38-3354643
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
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2135 West Maple Road 48084-7186
Troy, Michigan (Zip Code)
(Address of principal executive offices)
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ARVINMERITOR, INC. SAVINGS PLAN
(Full title of the plan)
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Vernon G. Baker, II, Esq.
Senior Vice President and General Counsel
ArvinMeritor, Inc.
2135 West Maple Road
Troy, Michigan 48084-7186
(Name and address of agent for service)
(248) 435-1000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE (1) OFFERING PRICE (1) REGISTRATION FEE (1)
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Common Stock, par value 2,500,000 $18.05 $ 45,125,000 $ 3,650.62
$1 per share, and associated
preferred share purchase
rights(2)
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(1) Based on the average of the high and low prices reported on the
consolidated reporting system of the New York Stock Exchange on August 8,
2003, pursuant to Rule 457(c) and 457(h)(1) under the Securities Act of
1933.
(2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the ArvinMeritor, Inc. Savings Plan.
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INCORPORATION OF CONTENTS OF PRIOR REGISTRATION STATEMENT
This registration statement relates to registration of 2,500,000
additional shares of Common Stock, $1 par value, of ArvinMeritor, Inc. (the
"Company") in connection with the ArvinMeritor, Inc. Savings Plan ("Plan"), and
related interests in the Plan. The contents of the Registration Statement on
Form S-8 in Registration No. 333-53396 are hereby incorporated by reference,
pursuant to General Instruction E to Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 5. Interests of Named Experts and Counsel
Vernon G. Baker, II, Esq., who has passed upon the legality of any
newly issued Common Stock of the Company covered by this Registration Statement,
is Senior Vice President and General Counsel of the Company.
Item 8. Exhibits
5 Opinion of Vernon G. Baker, II, Esq., Senior Vice President
and General Counsel of the Company, as to the legality of any
newly-issued Common Stock of the Company covered by the
Registration Statement.
23(a) Consent of Vernon G. Baker, II, Esq., Senior Vice President
and General Counsel of the Company, is contained in his
opinion filed as Exhibit 5 to this Registration Statement.
23(b) Consent of M. Lee Murrah, Esq., Chief Intellectual Property
Counsel of the Company.
23(c) Consent of Deloitte & Touche LLP, independent auditors.
24 Power of Attorney authorizing certain persons to sign the
Registration Statement.
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SIGNATURES
THE REGISTRANT. 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-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Troy, State of Michigan, on the 12th day of
August, 2003.
ARVINMERITOR, INC.
By: /s/ Vernon G. Baker, II
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Vernon G. Baker, II
Senior Vice President
and General Counsel
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed on the 12th day of August, 2003, by the
following persons in the capacities indicated:
Signature Title
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Larry D. Yost* Chairman of the Board and
Chief Executive Officer (principal
executive officer) and Director
Terrence E. O'Rourke* President and Chief Operating
Officer and Director
Joseph B. Anderson, Jr., Rhonda L. Brooks, Directors
Joseph P. Flannery, William D. George, Jr.,
Richard W. Hanselman, Charles H. Harff,
Victoria B. Jackson, James E. Marley,
James E. Perrella and Martin D. Walker*
S. Carl Soderstrom, Jr.* Senior Vice President and
Chief Financial Officer
(principal financial and accounting
officer)
*By /s/ Bonnie Wilkinson
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(Bonnie Wilkinson, attorney-in-fact)
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THE PLAN. Pursuant to the requirements of the Securities Act of 1933,
the Plan has duly caused this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Troy, State of
Michigan, on the 12th day of August, 2003.
ArvinMeritor, Inc. Savings Plan
By: /s/ Richard D. Greb
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Richard D. Greb, Plan Administrator
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EXHIBIT INDEX
Exhibits Exhibit Description
5 Opinion of Vernon G. Baker, II, Esq., Senior Vice President
and General Counsel of the Company, as to the legality of
any newly-issued Common Stock of the Company covered by the
Registration Statement.
23(a) Consent of Vernon G. Baker, II, Esq., Senior Vice President
and General Counsel of the Company, is contained in his
opinion filed as Exhibit 5 to this Registration Statement.
23(b) Consent of M. Lee Murrah, Esq., Chief Intellectual Property
Counsel of the Company.
23(c) Consent of Deloitte & Touche LLP, independent auditors.
24 Power of Attorney authorizing certain persons to sign the
Registration Statement.