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): February 26, 2002
ARVINMERITOR, INC.
(Exact name of registrant as specified in its charter)
Indiana 1-15983 38-3354643
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File No.) 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
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE.
On February 26, 2002, ArvinMeritor, Inc. (the "Company") issued and sold
$400 million aggregate principal amount of its 8 -3/4 % Notes due March 1, 2012
(the "Notes") in an underwritten public offering. Reference is made to the
Company's Registration Statement on Form S-3 (Registration No. 333-58760) filed
under the Securities Act of 1933, as amended, and the related Prospectus, dated
February 19, 2002, as supplemented by the Prospectus Supplement dated February
21, 2002, filed with the Securities and Exchange Commission. The Representatives
of the underwriters in respect of the offering were J. P. Morgan Securities Inc.
and Salomon Smith Barney Inc. (the "Representatives"). BNY Midwest Trust Company
is the Trustee under the Indenture under which the Notes were issued. The
Company intends to use the net proceeds of the offering to repay approximately
$394 million aggregate principal amount of borrowings under its bank credit
facilities.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
1 Conformed copy of Underwriting Agreement dated February
21, 2002 between the Company and the Representatives.
4-a Form of global certificate evidencing the Notes.
4-b Copy of resolutions of the Offering Committee of the
Board of Directors, adopted on February 21, 2002, with
respect to the terms of the Notes and approving the form
of the Underwriting Agreement.
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.
ARVINMERITOR, INC.
By: /s/ Vernon G. Baker, II
------------------------
Vernon G. Baker, II
Senior Vice President
and General Counsel
Date: March 1, 2002