Item
1(a).
|
Name
of Issuer:
|
ArvinMeritor,
Inc. (the “Issuer”)
Item
1(b).
|
Address
of Issuer’s Principal Executive
Offices:
|
2135 West
Maple Road, Troy, Michigan 48084.
Item
2(a).
|
Name
of Person Filing
|
This
Statement is filed on behalf of each of the following persons (collectively, the
“Reporting Persons”):
i) Glenview
Capital Management, LLC (“Glenview Capital Management”);
ii)
Lawrence M. Robbins (“Mr. Robbins”).
This
Statement relates to Shares (as defined herein) held for the accounts of
Glenview Capital Partners, L.P., a Delaware limited partnership (“Glenview
Capital Partners”), Glenview Capital Master Fund, Ltd., a Cayman Islands
exempted company (“Glenview Capital Master Fund”), Glenview Institutional
Partners, L.P., a Delaware limited partnership (“Glenview Institutional
Partners”), Glenview Offshore Opportunity Master Fund, Ltd., a Cayman Islands
exempted company (“Glenview Offshore Opportunity Master Fund”), Glenview Capital
Opportunity Fund, L.P., a Delaware limited partnership (“Glenview Capital
Opportunity Fund”), GCM Little Arbor Master Fund, Ltd., a Cayman Islands
exempted company (“GCM Little Arbor Master Fund”); GCM Little Arbor
Institutional Partners, L.P., a Delaware limited partnership (“GCM Little Arbor
Institutional Partners”), GCM Little Arbor Partners, L.P., a Delaware
limited partnership (“GCM Little Arbor Partners”) and GCM Opportunity Fund,
L.P., a Delaware limited partnership (“GCM Opportunity
Fund”).
Glenview
Capital Management serves as investment manager to each of Glenview Capital
Partners, Glenview Capital Master Fund, Glenview Institutional Partners,
Glenview Offshore Opportunity Master Fund, Glenview Capital Opportunity Fund,
GCM Little Arbor Master Fund, GCM Little Arbor Institutional Partners, GCM
Little Arbor Partners and GCM Opportunity Fund. In such capacity, Glenview
Capital Management may be deemed to have voting and dispositive power over the
Shares held for such accounts. Mr. Robbins is the Chief Executive Officer
of Glenview Capital Management.
Page 5
of 10 Pages
Item
2(b).
|
Address
of Principal Business Office or, if None,
Residence:
|
The
address of the principal business office of each of Glenview Capital Management
and Mr. Robbins is 767 Fifth Avenue, 44th
Floor, New York, New York 10153.
i) Glenview
Capital Management is a Delaware limited liability company;
ii) Mr.
Robbins is a citizen of the United States of America.
Item
2(d).
|
Title
of Class of Securities:
|
Common
Stock (the “Shares”)
043353101
Item
3.
|
If
This Statement is Filed Pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c),
Check Whether the Person Filing is
a:
|
This Item
3 is not applicable.
Item
4(a)
|
Amount
Beneficially Owned:
|
As of
December 31, 2009, each of Glenview Capital Management and Mr. Robbins may be
deemed to be the beneficial owner of 3,734,856 Shares. This amount
consists of: (A) 98,161 Shares held for the account of Glenview Capital
Partners; (B) 1,546,918 Shares held for the account of Glenview Capital Master
Fund; (C) 821,927 Shares held for the account of Glenview Institutional
Partners; (D) 46,670 Shares held for the account of the GCM Little Arbor Master
Fund; (E) 17,320 Shares held for the account of GCM Little Arbor Institutional
Partners; (F) 501,510 Shares held for the account of Glenview Capital
Opportunity Fund; (G) 616,890 Shares held for the account of Glenview Offshore
Opportunity Master Fund; (H) 6,260 Shares held for the account of GCM Little
Arbor Partners and (I) 79,200 Shares held for the account of GCM Opportunity
Fund.
Item
4(b)
|
Percent
of Class:
|
The
number of Shares of which each of Glenview Capital Management and Mr. Robbins
may be deemed to be the beneficial owner constitutes approximately 5.03% of the
total number of Shares outstanding (based upon information provided by the
Issuer in its most recently-filed annual report on Form 10-K/A (Amendment
No. 1), there were 74,269,521 shares outstanding as of November 2,
2009).
Page 6
of 10 Pages
Item
4(c)
|
Number
of Shares of which such person has:
|
Glenview Capital Management and Mr.
Robbins:
|
|
(i)
Sole power to vote or direct the vote:
|
0
|
|
|
(ii)
Shared power to vote or direct the vote:
|
3,734,856
|
|
|
(iii)
Sole power to dispose or direct the disposition of:
|
0
|
|
|
(iv)
Shared power to dispose or direct the disposition of:
|
3,734,856
|
Item
5.
|
Ownership
of Five Percent or Less of a Class:
|
This Item
5 is not applicable.
Item
6.
|
Ownership
of More than Five Percent on Behalf of Another
Person:
|
This Item
6 is not applicable.
Item
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding
Company:
|
See
disclosure in Item 2 hereof.
Item
8.
|
Identification
and Classification of Members of the
Group:
|
This Item
8 is not applicable.
Item
9.
|
Notice
of Dissolution of Group:
|
This Item
9 is not applicable.
By
signing below each of the Reporting Persons certifies that, to the best of their
knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are not held
in connection with or as a participant in any transaction having that purpose or
effect.
Page 7 of
10 Pages
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
Date:
February 16, 2010
|
GLENVIEW
CAPITAL MANAGEMENT, LLC |
|
|
|
|
|
|
|
|
|
|
By: |
/s/ Mark J. Horowitz
|
|
|
|
Mark
J. Horowitz, attorney-in-fact for
Lawrence
M. Robbins, individually and
as
Chief Operating Officer and
General
Counsel of
Glenview
Capital Management, LLC
|
|
|
|
|
|
Page 8 of
10 Pages
EXHIBIT
INDEX
Ex.
|
|
Page No.
|
|
|
|
A
|
Joint
Filing Agreement, dated February 16, 2010 by Glenview Capital Management,
LLC
|
9
|
|
|
|
B |
Power
of Attorney, dated February 10, 2009 by Lawrence M. Robbins |
10 |
Page 9 of
10 Pages
EXHIBIT
A
JOINT
FILING AGREEMENT
The
undersigned hereby agree that the statement on Schedule 13G with respect to the
Common Stock of ArvinMeritor,
Inc. dated as of February 16, 2010 is, and any amendments thereto
(including amendments on Schedule 13D) signed by each of the undersigned shall
be, filed on behalf of each of us pursuant to and in accordance with the
provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as
amended.
Date:
February 16, 2010
|
GLENVIEW
CAPITAL MANAGEMENT, LLC |
|
|
|
|
|
|
|
|
|
|
By: |
/s/ Mark J. Horowitz
|
|
|
|
Mark
J. Horowitz, attorney-in-fact for
Lawrence
M. Robbins, individually and
as
Chief Operating Officer and
General
Counsel of
Glenview
Capital Management, LLC
|
|
|
|
|
|
EXHIBIT
B
POWER OF
ATTORNEY
KNOW ALL
MEN BY THESE PRESENT, that I, Lawrence M. Robbins, hereby make, constitute and
appoint Mark J. Horowitz, acting individually, as my agent and attorney-in-fact
for the purpose of executing in my name, (a) in my personal capacity or (b) in
my capacity as Chief Executive Officer or in other capacities of Glenview
Capital Management, LLC, a Delaware limited liability company, and each of its
affiliates or entities advised or controlled by me or Glenview Capital
Management, LLC, all documents, certificates, instruments, statements, filings
and agreements ("documents") to be filed with or delivered to any foreign or
domestic governmental or regulatory body or required or requested by any other
person or entity pursuant to any legal or regulatory requirement relating to the
acquisition, ownership, management or disposition of securities, futures
contracts or other investments, and any other documents relating or ancillary
thereto, including, without limitation, all documents relating to filings with
the United States Securities and Exchange Commission (the "SEC") pursuant to the
Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as
amended (the "Act"), and the rules and regulations promulgated thereunder,
including, without limitation: (1) all documents relating to the beneficial
ownership of securities required to be filed with the SEC pursuant to Section
13(d) or Section 16(a) of the Act, including, without limitation: (a) any
acquisition statements on Schedule 13D or Schedule 13G and any amendments
thereto, (b) any joint filing agreements pursuant to Rule 13d-1(k), and (c) any
initial statements of, or statements of changes in, beneficial ownership of
securities on Form 3, Form 4 or Form 5 and (2) any information statements on
Form 13F required to be filed with the SEC pursuant to Section 13(f) of the
Act.
All past
acts of the attorney-in-fact in furtherance of the foregoing are hereby ratified
and confirmed.
This
Power of Attorney shall remain in effect until revoked, in writing, by the
undersigned.
IN
WITNESS WHEREOF, the undersigned has executed this Power of Attorney, this 10th
day of February 2009.
/s/ Lawrence M.
Robbins
|
|
|
Lawrence M.
Robbins |
|
|
|
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