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| PROSPECTUS SUPPLEMENT NO. 5
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Filed Pursuant to Rule 424(b)(7) |
| (TO PROSPECTUS DATED JUNE 8, 2007)
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Registration No. 333-143615 |
$200,000,000
ARVINMERITOR, INC.
4.00% CONVERTIBLE SENIOR NOTES DUE 2027
SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THE NOTES
This prospectus supplement no. 5 supplements and amends the prospectus dated June 8,
2007, as previously supplemented and amended by prospectus supplement no. 1, dated June 14, 2007;
prospectus supplement no. 2, dated June 20, 2007; prospectus supplement no. 3, dated June 27, 2007;
and prospectus supplement no. 4, dated July 2, 2007 (as so supplemented and amended, the
“prospectus”), relating to the resale from time to time by certain selling securityholders of our
4.00% Convertible Senior Notes due 2027 and shares of our common stock issuable upon conversion of
the notes.
This prospectus supplement should be read in conjunction with and accompanied by the
prospectus and is qualified by reference to the prospectus, except to the extent that the
information in this prospectus supplement supersedes the information contained in the prospectus.
The information appearing in the table below, which is based on information provided by or on
behalf of the named selling securityholders, supplements and amends the information in the table
appearing under the heading “Selling Securityholders” in the prospectus. The percentage of notes
outstanding beneficially owned by each selling securityholder is based on $200,000,000 aggregate
initial principal amount of notes outstanding. The number of shares of common stock owned prior to
the offering excludes shares of common stock issuable upon conversion of the notes. The number of
shares of common stock offered hereby is based on the initial conversion rate equivalent to 37.4111
shares of common stock per $1,000 initial principal amount of notes and a cash payment in lieu of
any fractional share.
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Common |
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Principal Amount of |
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Stock |
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Notes Beneficially |
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Percentage |
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Owned |
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Common |
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Owned and Offered |
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of Notes |
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Prior to the |
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Stock Offered |
| Selling Securityholder |
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Hereby (1) |
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Outstanding |
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Offering |
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Hereby |
Highbridge Convertible
Arbitrage Master Fund LP |
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$ |
2,000,000 |
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1.0 |
% |
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— |
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74,822 |
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Highbridge International LLC |
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5,000,000 |
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2.5 |
% |
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— |
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187,055 |
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We believe any excess of the total amount of registered sales by selling securityholders is
the result of (i) sales by selling securityholders who previously registered their securities in
unregistered exempt transactions and the subsequent registration by the purchasers thereof, or (ii)
registration by selling securityholders who had acquired their securities in a previously
registered transaction. |
Investing in the notes and the underlying shares of common stock involves significant
risks. See “Risk Factors” beginning on page 8 of the prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or passed upon the accuracy or adequacy of this
prospectus supplement or the prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is July 25, 2007.