As filed with the Securities and
Exchange Commission on
February 7
, 2012
Registration Statement No.
333-
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
________________
Form S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________________
Meritor, Inc.
(Exact name of registrant as specified in its
charter)
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2135 West Maple
Road
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Troy, Michigan
48084-7186
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Indiana
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(248) 435-1000
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38-3354643
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(State or other
jurisdiction of
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(Address, including
zip code, and telephone number,
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(I.R.S.
Employer
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incorporation or
organization)
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including area code,
of registrants principal executive offices)
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Identification
No.)
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VERNON G. BAKER, II, Esq.
Senior Vice
President and General Counsel
Meritor, Inc.
2135 West Maple Road
Troy, Michigan 48084-7186
(248)
435-1000
(Name, address, including zip code,
and telephone number,
including area code, of agent for
service)
________________
Copy to:
MARC A. ALPERT, Esq.
Chadbourne & Parke
LLP
30 Rockefeller Plaza
New York, New York
10112
(212) 408-5100
Approximate date of commencement of
proposed sale to the public
: From time to
time after this registration statement becomes effective.
If the only securities being registered on
this Form are being offered pursuant to dividend or interest reinvestment plans,
please check the following box.
o
If any of the securities being registered
on this Form are to be offered on a delayed or continuous basis pursuant to Rule
415 under the Securities Act of 1933, other than securities offered only in
connection with dividend or interest reinvestment plans, check the following
box.
þ
If this Form is filed to register
additional securities for an offering pursuant to Rule 462(b) under the
Securities Act, please check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.
o
If this Form is a post-effective amendment
filed pursuant to Rule 462(c) under the Securities Act, check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.
o
If this Form is a registration statement
pursuant to General Instruction I.D. or a post-effective amendment thereto that
shall become effective upon filing with the Commission pursuant to Rule 462(e)
under the Securities Act, check the following box.
o
If this Form is a post-effective amendment
to a registration statement filed pursuant to General Instruction I.D. filed to
register additional securities or additional classes of securities pursuant to
Rule 413(b) under the Securities Act, check the following box.
o
Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of large accelerated
filer, accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act.
Large accelerated filer
þ
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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(Do not check if a smaller
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reporting company)
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_______________
CALCULATION OF REGISTRATION
FEE
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Proposed
Maximum
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Proposed
Maximum
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Title of Each Class of
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Amount to be
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Offering Price
per
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Aggregate
Offering
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Amount of Registration
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Securities to be
Registered
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Registered
(1)(2)
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Unit(1)
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Price(1)(2)
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Fee
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Debt Securities
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(
3
)(
4
)
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Common Stock, par value $1 per
share
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(
3
)
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Preferred Stock
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(
3
)
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Warrants
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(
5
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Guarantees of Debt
Securities
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(
6
)
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Total
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(
7
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____________________
(1)
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Not specified as to
each class of securities to be registered pursuant to General Instruction
II.D of Form S-3 under the Securities Act of 1933, as amended (the
Securities Act).
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(2)
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The registrant is hereby registering an
indeterminate amount and number of each identified class of
securities,
which
may be offered from time to time at indeterminate prices. The amount of subsidiary guarantees offered and
sold
will be equal to the amount of debt securities offered and sold. Securities
registered hereunder may be sold separately, together or as units with other securities registered
hereunder.
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(
3
)
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The registrant is
hereby registering an indeterminate number of shares of common stock and
preferred stock and an indeterminate principal amount of debt securities
that may be issued upon conversion or exchange of the securities issued
hereunder. No separate consideration will be received for any shares of
common stock, preferred stock or debt securities so issued upon conversion
or exchange.
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(
4
)
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If any such debt
securities are issued with a principal amount denominated in a foreign
currency or composite currency, such amount shall result in an aggregate
principal amount equivalent to or less than the dollar amount registered
at the time of the initial offering.
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(
5
)
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Includes warrants to
purchase debt securities, warrants to purchase common stock and warrants
to purchase preferred stock.
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(
6
)
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Pursuant to Rule 457(n) under the Securities Act, no registration
fee is required with respect to the guarantees.
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(
7
)
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Pursuant to
Rules 456(b) and 457(r)
under the Securities Act,
the registrant is deferring payment of the registration fee relating to the securities that are registered and available for sale under this registration statement, except for $16,209 of registration fees previously paid with respect to
$290,498,750
aggregate initial offering price
of unsold securities that had previously been
registered under the registrants registration statement on Form S-3
(R
egistration
S
tatement
No.
333-163233
).
Pursuant to Rule 415(a)(6) under the Securities Act, the registrant is carrying forward filing fees of $16,209, which have been paid in advance of any future offerings of $290,498,750 aggregate initial offering price of securities registered under this registration statement.
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TABLE OF ADDITIONAL REGISTRANTS
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Primary
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Jurisdiction
of
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Standard
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I.R.S.
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Incorporation
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Industrial
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Employer
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or
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Classification
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Identification
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Name of Additional
Registrant*
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Organization
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Code
Number
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Number
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Arvin Cayman Islands,
Ltd.
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Cayman Islands
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3714
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98-0338029
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Arvin European Holdings (UK)
Limited
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England and Wales
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3714
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38-3559691
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Arvin Holdings Netherlands
B.V.
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Netherlands
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3714
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98-0589784
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Arvin Innovation Holdings, Inc.
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Delaware
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3714
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26-4240411
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Arvin Innovation
Management, Inc.
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Delaware
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3714
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25-1221513
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Arvin Innovation Mexico Holdings II,
LLC
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Delaware
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3714
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26-3131998
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Arvin International
Holdings, LLC
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Delaware
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3714
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90-0218822
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Arvin Replacement Products Finance,
LLC
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Delaware
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3714
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38-3617890
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Arvin Technologies,
Inc.
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Michigan
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3714
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38-3349979
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ArvinMeritor Assembly, LLC
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Delaware
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3714
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38-3617889
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ArvinMeritor Brake
Holdings, Inc.
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Delaware
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3714
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25-1251994
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ArvinMeritor Filters Holding Co.,
LLC
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Delaware
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3714
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38-2060287
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ArvinMeritor Filters
Operating Co., LLC
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Delaware
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3714
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73-1305936
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ArvinMeritor Holdings, LLC
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Delaware
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3714
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74-3189806
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ArvinMeritor Holdings
Mexico, LLC
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Delaware
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3714
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98-0439989
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ArvinMeritor, Inc.
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Delaware
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3714
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36-3739286
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ArvinMeritor Investments,
LLC
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Delaware
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3714
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98-0216621
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ArvinMeritor Limited
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England and Wales
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3714
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98-0110847
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ArvinMeritor OE,
LLC
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Delaware
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3714
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38-3622443
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ArvinMeritor Sweden AB
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Sweden
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3714
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98-0473144
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ArvinMeritor Technology,
LLC
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Delaware
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3714
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52-2196523
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Arvinyl West, Inc.
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California
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3714
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95-1934716
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AVM, Inc.
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South Carolina
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3714
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36-3739285
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Euclid Industries, LLC
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Delaware
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3714
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38-3442143
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Gabriel Europe,
Inc.
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Delaware
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3714
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36-2809524
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Maremont Corporation
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Delaware
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3714
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13-2986138
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Maremont Exhaust Products,
Inc.
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Delaware
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3714
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36-3739284
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Meritor Aftermarket USA, LLC
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Delaware
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3714
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26-2497100
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Meritor Cayman Islands,
Ltd.
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Cayman Islands
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3714
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38-3559688
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Meritor Heavy Vehicle Braking Systems
(U.S.A.), LLC
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Delaware
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3714
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38-3441039
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Meritor Heavy Vehicle
Systems, LLC
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Delaware
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3714
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38-3371768
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Meritor Heavy Vehicle Systems (Singapore)
Pte., Ltd.
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Delaware
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3714
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25-1407192
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Meritor Heavy Vehicle
Systems (Venezuela), Inc.
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Delaware
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3714
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38-3436040
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Meritor Holdings Netherlands B.V.
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Netherlands
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3714
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98-0218743
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Meritor, Inc
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Nevada
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3714
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52-2092391
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Meritor Luxembourg S.A.R.L.
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Luxembourg
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3714
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98-0217915
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Meritor Management,
Inc.
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Delaware
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3714
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26-3151995
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Meritor Netherlands B.V.
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Netherlands
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3714
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98-0228486
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Meritor Technology,
LLC
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Delaware
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3714
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98-0272396
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Meritor Transmission Corporation
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Delaware
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3714
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38-3481985
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Roof Systems USA,
Inc.
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Delaware
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3714
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27-2874403
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____________________
* Addresses
and telephone numbers of principal executive offices are the same as those of
Meritor, Inc.
SUBJECT TO COMPLETION, DATED
February 7
, 2012
The information in this prospectus is not
complete and may be changed. A registration statement relating to these
securities has been filed with the Securities and Exchange Commission. These
securities may not be sold nor may offers to buy be accepted prior to the time
the registration statement becomes effective. This prospectus is not an offer to
sell these securities and is not soliciting an offer to buy these securities in
any state or other jurisdiction where the offer, solicitation or sale is not
permitted.
PROSPECTUS
Meritor, Inc.
Debt Securities
Common
Stock
Preferred Stock
Warrants to
Purchase Debt Securities
Warrants to Purchase Common Stock
Warrants to
Purchase Preferred Stock
Guarantees of Debt Securities
________________
We may use this prospectus at any time or
from time to time to offer, in one or more offerings, our debt securities,
shares of our common stock, shares of our preferred stock, or warrants to
purchase our debt securities, common stock or preferred stock. Any or all of the
securities may be offered and sold separately or together. This prospectus also
covers guarantees, if any, of our payment obligations under any debt securities,
which may be given by certain of our subsidiaries, on terms to be determined at
the time of the offering. The debt securities and preferred stock may be
convertible into or exchangeable or exercisable for other securities. This
prospectus describes the general terms of these securities and the general
manner in which we will offer them. We will provide the specific terms of these
securities, and the manner in which these securities will be offered, in
supplements to this prospectus. The prospectus supplements may also add, update
or change information contained in this prospectus. You should carefully read
this prospectus and the applicable prospectus supplements before you invest.
We may sell these securities directly,
through agents, dealers or underwriters as designated from time to time, or
through a combination of these methods. For general information about the
distribution of securities offered, please see Plan of Distribution in this
prospectus. The prospectus supplement for each offering of securities will
describe in detail the plan of distribution for that offering.
Our common stock is listed on the New York
Stock Exchange under the symbol MTOR.
Investing in these securities involves
certain risks. See Risk Factors on page 4. You should carefully consider the
risk factors described in this prospectus, in any applicable prospectus
supplement and in the documents incorporated by reference in this prospectus or
in any applicable prospectus supplement before you decide to purchase these
securities.
Neither the Securities and Exchange
Commission nor any state securities commission has approved or disapproved of
these securities or determined that this prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
________________
The date of this prospectus
is
, 2012.
TABLE OF
CONTENTS
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Page
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ABOUT THIS
PROSPECTUS
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2
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WHERE YOU CAN FIND MORE
INFORMATION
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2
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DOCUMENTS INCORPORATED BY
REFERENCE
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3
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CAUTIONARY STATEMENT
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3
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OUR COMPANY
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4
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RISK FACTORS
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4
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USE OF PROCEEDS
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5
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CONSOLIDATED RATIO OF EARNINGS TO FIXED
CHARGES
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5
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DESCRIPTION OF DEBT
SECURITIES
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5
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DESCRIPTION OF CAPITAL STOCK
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14
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DESCRIPTION OF THE
WARRANTS
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18
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PLAN OF DISTRIBUTION
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19
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LEGAL MATTERS
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22
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EXPERTS
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________________
ABOUT THIS PROSPECTUS
This prospectus is part of a shelf
registration statement that we have filed with the Securities and Exchange
Commission, or the SEC. By using a shelf registration statement, we may sell, at
any time and from time to time, in one or more offerings, our debt securities,
shares of our common stock, shares of our preferred stock, warrants to purchase
our debt securities, common stock or preferred stock or any combination of the
securities described in this
prospectus. This
prospectus also covers guarantees, if any, of our
payment obligations under any debt securities, which may be given by certain of
our subsidiaries, on terms to be determined at the time of the offering.
This prospectus provides you with a
general description of the securities we may offer and the manner in which we
may offer them. Each time we sell securities, we will provide a prospectus
supplement that contains specific information about the terms of those
securities and the manner in which they will be offered. The applicable
prospectus supplement may also add, update or change information contained in
this prospectus. You should carefully read this prospectus and the applicable
prospectus supplements together with the additional information described below
under the headings Where You Can Find More Information and Documents
Incorporated by Reference.
You should rely only on the information
contained in or incorporated by reference in this prospectus and in any
applicable prospectus supplement. In the event the information set forth in a
prospectus supplement differs in any way from the information set forth in this
prospectus, you should rely on the information set forth in the prospectus
supplement. We have not authorized anyone to provide you with different
information. We are not making an offer of these securities in any jurisdiction
where the offer or sale is not permitted. You should not assume that the
information in this prospectus or any applicable prospectus supplement is
accurate as of any date other than the date of the document or that the
information we have filed and will file with the SEC that is incorporated by
reference in this prospectus is accurate as of any date other than the filing
date of the applicable document. Our business, financial condition, results of
operations and prospects may have changed since those dates.
References in this prospectus to
Meritor, the company, we, us and our are to Meritor, Inc., its
subsidiaries and its predecessors, unless the context indicates otherwise. The
term you refers to a prospective investor.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current
reports, proxy statements and other information, including the registration
statement of which this prospectus is a part and exhibits to the registration
statement, with the SEC. Our SEC filings are available to the public from the
SECs web site at http://www.sec.gov. You may also read and copy any document we
file at the SECs public reference room in Washington, D.C. located at 100 F
Street, N.E., Room 1580, Washington, D.C. 20549. You may also obtain copies of
any document we file at prescribed rates by writing to the Public Reference
Section of the SEC at that address. Please call the SEC at 1-800-SEC-0330 for
further information on the public reference room. Information about us,
including our SEC filings, is also available on our website at
http://www.meritor.com. The information contained on and linked from our
Internet site is not incorporated by reference into this prospectus.
You may also inspect reports, proxy
statements and other information about us at the offices of The New York Stock
Exchange at 20 Broad Street, New York, New York 10005.
2
DOCUMENTS INCORPORATED BY REFERENCE
We are incorporating by reference in
this prospectus specified documents that we file with the SEC, which
means:
-
incorporated documents are considered part of this
prospectus;
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we are disclosing important information to you by
referring you to those documents; and
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information contained in documents that we file in
the future with the SEC automatically will update and supersede earlier
information contained in or incorporated by reference in this prospectus or a
prospectus supplement (any information so updated or superseded will not
constitute a part of this prospectus, except as so updated or
superseded).
We incorporate by reference in this
prospectus the documents listed below and any documents that we file with the
SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of
1934, as amended, or the Exchange Act, after the date of this prospectus and
prior to the termination of the offering under this prospectus:
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Our Annual Report
on Form 10-K for the year ended October 2, 2011;
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Our Quarterly Report on Form 10-Q for the quarter ended
January 1, 2012;
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Our current reports on Form 8-K filed on November
4, 2011
,
January 3, 2012
and January 27, 2012
; and
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The description of our common stock contained in
our Registration Statement on Form S-4, as amended (File No. 333-36448), dated
June 2, 2000, including any amendment or report that updates such description.
Notwithstanding the foregoing, we are not
incorporating any document or information furnished and not filed in accordance
with SEC rules. Upon written or oral request, we will provide you with a copy of
any of the incorporated documents without charge (not including exhibits to the
documents unless the exhibits are specifically incorporated by reference into
the documents). You may submit such a request for this material to Meritor,
Inc., 2135 West Maple Road, Troy, Michigan 48084-7186, Attention: Investor
Relations, (248) 435-1000.
CAUTIONARY STATEMENT
This prospectus, and documents that are
incorporated by reference in this prospectus, contain statements relating to our
future results (including certain projections and business trends) 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. Actual results may differ
materially from those projected as a result of certain risks and uncertainties,
including but not limited to our ability to successfully manage rapidly changing
volumes in the commercial truck markets and work with our customers to adjust
their demands in view of the rapid acceleration of production; availability and
sharply rising costs of raw materials, including steel, and our ability to
manage or recover such costs; reduced production for certain military programs
and the return of volumes of selected long-term military contracts to more
normalized levels; global economic and market cycles and conditions, including a
slower than anticipated recovery from the recent global economic crisis; 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); the ability to achieve the expected benefits of restructuring
actions; the demand for commercial and specialty vehicles for which we supply
products; whether our liquidity will be affected by declining vehicle
productions in the future; original equipment manufacturer (OEM) program
delays; demand for and market acceptance of new and existing products;
successful development of new products; reliance on major OEM customers and
possible negative outcomes from contract negotiations with our major customers;
labor relations of our company, our 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 our 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; 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 our debt; our ability to continue
to comply with covenants in our financing agreements; our ability to access
capital markets; credit ratings of our 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, warranty and recall claims; rising costs of pension and other
postretirement benefits; and possible changes in accounting rules; as well as
other substantial costs, risks and uncertainties, including but not limited to
those detailed in our Annual Report on Form 10-K for the year ended October 2,
2011 and from time to time in our other filings with the SEC. See also the
following portions of our Annual Report on Form 10-K for the year ended October
2, 2011: Item 1.
Business
, Customers; Sales and Marketing; Competition; Raw Materials and
Supplies; Employees; Environmental Matters; International Operations; and
Seasonality; Cyclicality; Item 1A.
Risk
Factors
; Item 3.
Legal Proceedings
; and Item 7.
Managements Discussion and Analysis of
Financial Condition and Results of Operations
. These forward-looking statements are made only as of the respective
dates on which they were made, and we undertake 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.
3
OUR COMPANY
We are a premier global supplier of a
broad range of integrated systems, modules and components to original equipment
manufacturers (OEMs) and the aftermarket for the commercial vehicle,
transportation and industrial sectors. We serve commercial truck, trailer,
off-highway, military, bus and coach and other industrial OEMs and certain
aftermarkets.
Meritor was incorporated in Indiana in
2000 in connection with the merger of Meritor Automotive, Inc. and Arvin
Industries, Inc. On March 30, 2011, we announced that we officially changed the
company name from
ArvinMeritor, Inc. to Meritor, Inc. and on
that date, began trading our common stock on the New York Stock Exchange under
the ticker symbol MTOR. Our executive offices are located at 2135 West Maple
Road, Troy, Michigan 48084. Our telephone number is (248) 435-1000.
Our fiscal year ends on the Sunday nearest
September 30. Our fiscal quarters end on the Sundays nearest December 31, March
31 and June 30. All year and quarter references relate to our fiscal year and
fiscal quarters, unless otherwise stated. For ease of presentation, September
30, December 31
,
March 31
and June 30
are sometimes used in this prospectus to represent
our fiscal year end, fiscal first quarter end
,
fiscal second quarter end
and fiscal third quarter end
,
respectively.
RISK FACTORS
Investment in any securities offered
pursuant to this prospectus involves a high degree of risk. You should carefully
consider the information included and incorporated by reference in this
prospectus and the applicable prospectus supplement before you decide to
purchase these securities, including the risk factors incorporated by reference
from our Annual Report on Form 10-K for the year ended October 2, 2011, as
updated by periodic and current reports that we file with the SEC after the date
of this prospectus. Any of these risks could cause our actual results to vary
materially from recent results or from anticipated future results or could
materially and adversely affect our business, financial condition and results of
operations. The occurrence of any of these risks might cause you to lose all or
part of your investment in these securities. Please also refer to the section
above entitled Cautionary Statement.
4
USE OF PROCEEDS
Unless otherwise specified in a prospectus
supplement accompanying this prospectus, we anticipate that the net proceeds
from the sale of the securities offered by this prospectus will be used for
general corporate purposes. Net proceeds may be temporarily invested before use.
CONSOLIDATED RATIO OF EARNINGS TO
FIXED CHARGES
The following table sets forth our
consolidated ratio of earnings to fixed charges for each of the periods
indicated.
|
Three
Months Ended December 31,
|
|
Fiscal Year
Ended September 30,
|
|
2011
|
|
2010
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
|
2007
|
Ratio of earnings to fixed charges
|
1.00
|
|
1.31
|
|
2.29
|
|
1.33
|
|
N/A
(1)
|
|
2.08
|
|
N/A
(2)
|
For purposes of this table: Earnings are
defined as pre-tax income from continuing operations
,
adjusted for undistributed
earnings of less than majority owned subsidiaries and fixed charges excluding
capitalized interest. Fixed charges are defined as interest on borrowings
(whether expensed or capitalized), the portion of rental expense applicable to
interest, and amortization of debt issuance costs.
(1)
|
|
The ratio coverage was less than
1:1. The company would have needed to generate additional pretax earnings
of $
42
million to achieve coverage of 1:1.
|
|
|
|
(2)
|
|
The ratio coverage was less than
1:1. The company would have needed to generate additional pretax earnings
of $
54
million to achieve coverage of 1:1.
|
DESCRIPTION OF DEBT SECURITIES
We may issue the debt securities offered
by this prospectus under an existing indenture dated as of April 1, 1998, as
supplemented as of July 7, 2000, June 23, 2006 and March 3, 2010, between us and
The Bank of New York Mellon Trust Company, N.A. (as successor to BNY Midwest
Trust Company as successor to The Chase Manhattan Bank), as trustee. We have
summarized certain provisions of this indenture below. The summary is not
complete and is qualified in its entirety by reference to the indenture. The
indenture has been incorporated by reference as an exhibit to the registration
statement for these securities that we have filed with the SEC. In addition to
our existing indenture described below, we may issue subordinated and/or
convertible debt securities, pursuant to another indenture to be entered into
after the date of this prospectus, the form of which has been incorporated by
reference as an exhibit to the registration statement for the securities that we
have filed with the SEC. If we elect to issue debt securities under another
indenture, we will describe certain provisions of that indenture in a prospectus
supplement. To the extent that debt securities are guaranteed, the guarantees
will be set forth in the applicable indenture or supplements thereto.
When we offer to sell a particular series
of debt securities, we will describe the specific terms of the securities in a
prospectus supplement.
We encourage you to carefully read the
summary below, the applicable prospectus supplements and the indenture.
General
Our existing indenture provides that we
may issue debt securities in one or more series and does not limit the amount of
debt securities that may be issued. Unless we indicate otherwise in the
applicable prospectus supplement, the debt securities will be unsecured and will
rank equally with all of our other unsecured and unsubordinated indebtedness. We
may issue debt securities with terms different from those of debt securities
that we have previously issued. We may also issue additional amounts of a series
of debt securities without the consent of the holders of that series.
5
The applicable prospectus supplement will
describe the terms of any series of debt securities being offered, including the
following:
-
the title and
principal amount of the series,
-
if other than U.S. dollars, the currency or
currencies in which the debt securities are denominated or payable and the
manner for determining the equivalent amount in U.S. dollars;
-
the date or dates on which the principal (and any
premium) will be payable, or the method for determining these date(s);
-
the interest rate or rates, or the method of
determining the rate or rates, at which the debt securities will bear
interest;
-
the date or dates from which interest will accrue
and the date or dates on which interest will be payable;
-
the place or places
where payments will be made;
-
any provisions for redemption of the debt
securities at our option;
-
any provisions that would obligate us to redeem or
purchase the debt securities pursuant to any sinking fund or analogous
provisions or at the option of a holder;
-
the portion of the principal amount that will be
payable upon acceleration of stated maturity, if other than the entire
principal amount;
-
whether we will issue the debt securities as
registered securities, bearer securities or both, and other terms with respect
to bearer securities;
-
whether we will issue the debt securities in the
form of global securities, the depositary for global securities and provisions
for depository arrangements and other applicable terms;
-
whether we will pay any additional amounts on the
debt securities in respect of any tax, assessment or governmental charge and,
if so, whether we will have the option to redeem the debt securities rather
than pay those additional
amounts;
-
any provision that would determine payments on the
debt securities by reference to an index;
-
the person to whom we will pay any interest, if
other than the record holder on the applicable record date;
-
the manner in which we will pay interest on any
bearer debt security, if other than upon presentation and surrender of the
coupons;
-
the manner in which any interest payable on any
temporary global security will be paid on an interest payment date;
6
-
any changes in or additions to the events of
default or covenants contained in the indenture;
-
any defeasance or covenant defeasance
provisions;
-
the designation of the initial exchange rate
agent, if applicable;
-
any conversion or exchange features of the debt
securities;
-
the terms of subordination applicable to any
series of subordinated securities;
-
the identity of the trustee, authenticating agent,
security registrar and/or paying agent, if other than the trustee;
and
-
any other terms of the debt securities (which will
not conflict with the terms of the indenture).
We may sell the debt securities, including
original issue discount securities, at a substantial discount below their stated
principal amount. If there are any material special U.S. federal income tax
considerations or other material special considerations applicable to debt
securities we sell at an original issue discount, we will describe them in the
applicable prospectus supplement. In addition, we will describe in the
applicable prospectus supplement any material special U.S. federal income tax
considerations and any other material special considerations for any debt
securities we sell which are denominated in a currency or currency unit other
than U.S. dollars.
Other than the protections which may
otherwise be afforded holders of debt securities as a result of the operation of
the covenants described under Covenants below or as may be made applicable to
the debt securities as described in the applicable prospectus supplement, there
are no covenants or other provisions contained in the indenture that may afford
holders of debt securities protection if there is a leveraged buyout or other
highly leveraged transaction involving us.
Form and Denominations
We may issue a particular series of debt
securities as registered securities, bearer securities or as both registered and
bearer securities. Unless we indicate otherwise in the applicable prospectus
supplement, we will issue registered securities denominated in U.S. dollars in
multiples of $1,000 and bearer securities denominated in U.S. dollars in
multiples of $10,000. The indenture provides that we may issue debt securities
in global form and in any denomination. Please see Global Securities below.
Unless otherwise indicated in the applicable prospectus supplement, bearer
securities (other than global securities) will have interest coupons attached.
Registration, Transfer and Exchange
A holder may exchange registered debt
securities for other registered debt securities of the same series, in
authorized denominations and with the same principal amount and terms. If debt
securities of any series may be issued in both registered and bearer form, the
holder may, subject to applicable laws, exchange bearer debt securities for
registered debt securities of the same series, in authorized denominations and
with the same principal amount and terms. All unmatured coupons, and all matured
coupons in default, must be surrendered with the bearer debt security, with one
exception. If a holder surrenders bearer debt securities in exchange for
registered debt securities of the same series after a record date for the
payment of interest and before the interest payment date, the bearer debt
securities will be surrendered without the coupon relating to the interest
payment. Interest will not be payable in respect of the registered debt security
issued in exchange for the bearer debt security, and will be payable only to the
holder of the coupon when due in accordance with the terms of the indenture.
Unless otherwise specified in the prospectus supplement relating to a particular
series, bearer debt securities will not be issued in exchange for registered
debt securities.
7
Debt securities may be exchanged, and a
transfer of registered debt securities may be registered, at the office of the
security registrar. We may also designate a transfer agent for this purpose for
any series of debt securities. No service charge will be made for any exchange
or transfer, but payment of any taxes or other governmental charges will be
required. We may change the place for exchange and registration of transfer, and
may rescind any designation of a transfer agent, at any time. If debt securities
of a series are issuable in registered form, we will be required to maintain a
transfer agent in each place of payment for that series. If debt securities of a
series are issuable in bearer form, we will be required to maintain (in addition
to the security registrar) a transfer agent in a place of payment for that
series located outside the United States. We may at any time designate
additional transfer agents with respect to any series of debt securities.
If debt securities of a particular series
are to be redeemed, we will not be required to issue, exchange or register the
transfer of:
-
any debt securities of that series, during a
period beginning 15 days before selection of debt securities to be redeemed
and ending at the close of business on the day the redemption notice is mailed
(in the case of registered debt securities) or the day the notice of
redemption is first published (in the case of bearer debt
securities);
-
any registered debt security selected for
redemption, except the unredeemed portion of any debt security being redeemed
in part; or
-
any bearer debt security selected for redemption
unless it is exchanged for a registered debt security of that series and the
registered debt security is then surrendered for redemption.
Global Securities
We may issue one or more series of the
debt securities in the form of global securities that will be deposited with a
depositary. This means that we will not issue certificates to each holder of
debt securities of that series. Instead, one or more global securities will be
issued to the depositary, which will keep a computerized record of its
participants (for example, your broker) whose clients have purchased these debt
securities. The participant will then keep a record of its clients who purchased
these debt securities.
Beneficial interests in global securities
will be shown on, and transfers of those interests will be made only through,
records maintained by the depositary and its participants. We will make payments
on the debt securities represented by a global security only to the depositary,
as the registered holder of these debt securities. All payments to the
participants are the responsibility of the depositary, and all payments to the
beneficial holders of the debt securities are the responsibility of the
participants.
Certificates for the debt securities of
the series in question may be issued to beneficial holders in some
circumstances, including termination of the depositary arrangements by us or the
depositary.
If debt securities are to be issued as
global securities, the prospectus supplement will name the depositary and will
describe the depository arrangements and other applicable terms.
Payment and Paying Agents
Unless otherwise indicated in the applicable prospectus supplement,
payments for registered debt securities will be made at the office of the trustee in New York, New York. However, we may choose
instead to
pay principal by check to the registered owner against surrender of the debt
securities or to
pay interest on registered debt securities by (i) check mailed to the address of the registered owner
or (ii) transfer to an account located in the United States maintained by the registered owner. Unless otherwise indicated in
the applicable prospectus supplement, each interest payment on registered debt securities will be made to the person in whose
name the debt security is registered at the close of business on the regular record date for the interest payment.
8
We may from time to time designate
additional offices or agencies for payment with respect to any debt securities,
approve a change in the location of any such office or agency and, except as
provided above, rescind the designation of any such office or agency.
Payments on any debt securities that are
payable in a currency other than dollars may be made in dollars in certain
circumstances when that currency is no longer used. The prospectus supplement
for any such debt securities will describe the circumstances in which this will
occur.
Any moneys we deposit with the trustee or
paying agent for the payment of principal (or premium, if any) or interest, if
any, on any debt security or coupon that remains unclaimed at the end of two
years after the payment is due and payable will be repaid to us upon our
request. Thereafter, the holder of the debt security or coupon will look only to
us for that payment.
Guarantees
Certain subsidiaries of ours named as
registrants in the registration statement of which this prospectus is a part, or
any combination of them, may guarantee any or all of the series of debt
securities. Guarantees may be full or limited, senior or subordinated, secured
or unsecured, or any combination thereof. In all cases, however, the obligations
of each guarantor under its guarantee will be limited as necessary to prevent
the guarantee from being rendered voidable under fraudulent conveyance,
fraudulent transfer or similar laws affecting the rights of creditors generally.
The guarantees will not place a limitation on the amount of additional
indebtedness that may be incurred by the guarantors.
Certain Definitions
The following is a summary of certain
defined terms used in the restrictive covenants contained in the indenture. We
refer you to the indenture for a full description of all of these terms, as well
as any other terms used for which no definition is provided.
-
Subsidiary means a corporation of which we
directly or indirectly own sufficient shares of voting stock to elect a
majority of the board of directors.
-
Restricted subsidiary means any subsidiary other
than an unrestricted subsidiary. Wholly-owned restricted subsidiary means a
restricted subsidiary of which we directly or indirectly own all of the
outstanding capital stock and all of the funded debt.
-
Unrestricted subsidiary means any subsidiary we
designate as such from time to time. We may from time to time designate any
restricted subsidiary as an unrestricted subsidiary and any unrestricted
subsidiary as a restricted subsidiary; provided that:
-
we may not designate a subsidiary as an
unrestricted subsidiary unless at the time of the designation the subsidiary
does not own, directly or indirectly, any capital stock of any restricted
subsidiary or any funded debt or secured debt of ours or any of our restricted
subsidiaries; and
-
we may not designate a subsidiary as restricted or
unrestricted unless, immediately after the designation, no default or event of
default under the indenture will exist.
9
Unrestricted subsidiaries will not be
restricted by the various provisions of the indenture applicable to restricted
subsidiaries, and the debt of unrestricted subsidiaries will not be consolidated
with that of us or our restricted subsidiaries in calculating consolidated
funded debt under the indenture.
-
Consolidated funded debt means the funded debt
of us and our restricted subsidiaries, determined in accordance with generally
accepted accounting principles. Funded debt means (a) indebtedness for money
borrowed having a maturity of more than 12 months, (b) certain obligations in
respect of lease rentals and (c) the higher of the par value or liquidation
value of preferred stock of a restricted subsidiary that is not owned by us or
a wholly-owned restricted subsidiary, but does not include certain debt
subordinate to the debt securities.
-
Secured debt means indebtedness for money
borrowed (other than indebtedness among us and our restricted subsidiaries),
which is secured by a mortgage or other lien on any principal property of ours
or a restricted subsidiary or a pledge, lien or other security interest on the
stock or indebtedness of a restricted subsidiary.
-
Principal property includes any real property
(including buildings and other improvements) of ours or a restricted
subsidiary, owned at or acquired after April 1, 1998 (other than any pollution
control facility, cogeneration facility or small power production facility
acquired after April 1, 1998), which (i) has a book value in excess of 2.5% of
consolidated net tangible assets and (ii) in the opinion of our board of
directors is of material importance to the total business conducted by us and
our restricted subsidiaries as a whole.
-
Consolidated net tangible assets means, at any
date of computation, the total amount of our consolidated assets and our
consolidated subsidiaries, less the sum of (a) all current liabilities, except
for (i) any short-term debt, (ii) any current portion of long-term debt and
(iii) any current portion of obligations under capital leases, and (b) all
goodwill, trade names, trademarks, patents, unamortized debt discount and
expense (less unamortized debt premium) and other like intangibles as shown on
a balance sheet of us and our consolidated subsidiaries prepared not more than
90 days prior to the date of computation, in all cases computed in accordance
with generally accepted accounting principles.
-
Sale and lease-back transaction means, subject
to certain exceptions, sales or transfers of any principal property owned by
us or any restricted subsidiary which has been in full operation for more than
180 days prior to the sale or transfer, where we have or the restricted
subsidiary has the intention of leasing back the property for more than 36
months but discontinuing the use of the property on or before the expiration
of the term of the lease.
Covenants
Limitations on Liens
. We and our restricted subsidiaries may not create, incur,
assume or suffer to exist any secured debt without equally and ratably securing
the outstanding debt securities. These restrictions do not apply to:
-
secured debt existing at April 1,
1998;
-
liens on property acquired or constructed after
April 1, 1998 by us or a restricted subsidiary and created at the time of, or
within twelve months after, the acquisition or the completion of the
construction to secure all or any part of the purchase price of the property
or the cost of the construction;
-
mortgages on property of ours or a restricted
subsidiary created within twelve months of completion of construction of a new
plant or plants on the property to secure all or part of the cost of the
construction;
-
liens on property existing at the time the
property is acquired;
-
liens on stock acquired after April 1, 1998 by us
or a restricted subsidiary if the aggregate cost of all such stock does not
exceed 15% of consolidated net tangible assets;
10
-
liens securing indebtedness of a successor
corporation of ours to the extent permitted by the indenture;
-
liens securing indebtedness of a restricted
subsidiary outstanding at the time it became a restricted
subsidiary;
-
liens securing indebtedness of any person
outstanding at the time it is merged with or substantially all its properties
are acquired by us or any restricted subsidiary;
-
liens on property or on the outstanding shares or
indebtedness of a corporation existing at the time the corporation becomes a
restricted subsidiary;
-
liens created, incurred or assumed in connection
with an industrial revenue bond, pollution control bond or similar financing
arrangement between us or any restricted subsidiary and any federal, state or
municipal government or other governmental body or agency;
-
extensions, renewals or replacements of the
foregoing permitted liens to the extent of their original amounts;
-
liens in
connection with government and certain other contracts;
-
certain liens in
connection with taxes or legal proceedings;
-
certain other liens not related to
the borrowing of money; and
-
liens in connection with sale and lease-back
transactions as described under Limitations on Sale and
Lease-Back.
In addition, we and our restricted
subsidiaries may have secured debt not otherwise permitted without equally and
ratably securing the outstanding debt securities if the sum of:
-
the amount of such secured debt,
plus
-
the aggregate value of sale and lease-back
transactions (subject to certain exceptions) described below, does not exceed
15% of consolidated net tangible assets.
Limitations on Sale and
Lease-Back
. Sale and lease-back transactions
are prohibited unless:
-
we or our restricted subsidiaries are entitled to
incur secured debt equal to the amount realizable upon the sale or transfer
secured by a mortgage on the property to be leased without equally and ratably
securing the outstanding debt securities; or
-
an amount equal to the greater of net proceeds of
the sale or fair value of the property sold as determined by our board of
directors is applied within 180 days of the transaction:
-
to the retirement of consolidated funded debt or
indebtedness of ours or a restricted subsidiary that was funded debt at the
time it was created; or
-
to the purchase of other principal property having
a value at least equal to the greater of such amounts; or
-
sale and lease-back transaction involved was an
industrial revenue bond, pollution control bond or similar financing
arrangement between us or any restricted subsidiary and any federal, state,
municipal government or other governmental body or agency.
11
Limitations on Certain Consolidations,
Mergers and Sales of Assets
. We may
consolidate with or merge into any other corporation, or convey or transfer our
properties and assets substantially as an entirety to any other entity, so long
as certain specified conditions are met, including:
-
the corporation surviving the merger or
consolidation, or which acquires the assets, is organized under the laws of
the United States, or any state of the United States, and expressly assumes
our obligations under the indenture; and
-
after giving effect to the transaction, there is
no event of default under the indenture (as defined below) or event which,
after notice or lapse of time or both, would become an event of
default.
If, upon our merger or consolidation or
any conveyance or transfer of our properties and assets, any principal property
of ours or a restricted subsidiary would become subject to any mortgage,
security interest, pledge, lien or encumbrance not otherwise permitted under the
indenture, we will, prior to the transaction, secure the outstanding debt
securities, equally and ratably with any other indebtedness then entitled to be
so secured, by a direct lien on the principal property and certain other
properties. The successor corporation formed by the consolidation or merger, or
to which the conveyance or transfer is made, shall succeed to and be substituted
for us under the indenture and thereafter we will be relieved of all obligations
and covenants under the indenture, the debt securities and any coupons.
Defeasance and Covenant Defeasance
Defeasance
. The prospectus supplement will state whether the indentures defeasance
provisions apply to the series of debt securities being offered. If these
provisions do apply, we will be discharged from our obligations in respect of
the debt securities of the series if we irrevocably deposit with the trustee, in
trust, sufficient money or U.S. government securities to pay the principal of
(and premium, if any) and interest, if any, and any other sums payable on the
debt securities when due. We must also deliver to the trustee an opinion of
counsel to the effect that the holders of the debt securities will not recognize
income, gain or loss for federal income tax purposes as a result of the deposit,
defeasance and discharge and will be subject to the same federal income tax
consequences as if the deposit, defeasance and discharge had not occurred. The
opinion must be based on a ruling of the Internal Revenue Service or a change in
applicable federal income tax law that occurred after April 1, 1998. In the
event of the deposit and discharge, the holders of the debt securities would
thereafter be entitled to look only to the trust fund for payments on the debt
securities.
Covenant Defeasance
. The prospectus supplement will state whether the indentures
covenant defeasance provisions apply to the series of debt securities being
offered. If these provisions apply, (i) we may omit to comply with certain
covenants (including the limitations on liens and sale and lease-back
transactions) and (ii) the noncompliance will not be deemed to be an event of
default under the indenture and the debt securities, if we irrevocably deposit
with the trustee, in trust, sufficient money or U.S. government securities to
pay the principal of (and premium, if any), interest, if any, and any other sums
payable on the debt securities when due. We must also deliver to the trustee an
opinion of counsel to the effect that the holders of the debt securities will
not recognize income, gain or loss for federal income tax purposes as a result
of the deposit and defeasance of certain obligations and will be subject to the
same federal income tax consequences as if the deposit, defeasance and discharge
had not occurred. Our obligations under the indenture and debt securities other
than with respect to the covenants referred to above and the events of default
other than the event of default referred to above will remain in full force and
effect.
12
Modification of Indenture and Waiver of
Certain Covenants
Without the consent of the holders of the
debt securities of each series affected, we and the trustee may execute a
supplemental indenture for limited purposes, including adding to our covenants
or events of default, curing ambiguities, appointing a successor trustee and
other changes that do not adversely affect the rights of a holder of debt
securities.
With the consent of the holders of a
majority in principal amount of the outstanding debt securities of each series
affected, we and the trustee may also execute a supplemental indenture to change
the indenture or modify the rights of the holders of debt securities of any
series. However, the consent of the holder of each outstanding debt security
affected is required for execution of a supplemental indenture that would (i)
change the maturity of principal of or interest, if any, on any debt security,
reduce the amount of any principal, premium or interest payment, change the
currency in which any debt security is payable or impair the right to bring suit
to enforce any payment rights, or (ii) reduce the percentage of holders of debt
securities of the series whose consent is required to authorize the supplemental
indenture.
The holders of a majority of the
outstanding principal amount of the debt securities of any series may waive our
compliance with certain covenants in the indenture with respect to that series.
The indenture contains provisions for
determining whether the holders of the requisite percentage of outstanding
principal amount of a series of debt securities have given any request, demand,
authorization, direction, notice, consent or waiver or whether a quorum is
present at a meeting of holders of debt securities, in cases where debt
securities were issued at a discount, where the principal amount was denominated
in a foreign currency, or where the principal amount is determined with
reference to an index. In addition, for these purposes, debt securities owned by
us or our affiliates are deemed not to be outstanding. The indenture also
contains provisions for convening meetings of the holders of a series issuable
as bearer debt securities, which may be called by the trustee and also by us or
the holders of at least 10% in principal amount of the outstanding debt
securities of that series.
Defaults and Certain Rights on Default
An event of default with respect to any
series of debt securities is defined in the indenture as any of the following
events:
-
failure to pay any interest on the debt securities
of the series for 30 days after it is due;
-
failure to pay principal of (and premium, if any,
on) the debt securities of the series when due, whether at maturity, upon
acceleration or upon redemption;
-
failure to perform any other covenant in the
indenture for 90 days after notice;
-
certain events of bankruptcy, insolvency,
receivership or reorganization relating to us; or
-
any other event of default made applicable to a
particular series of debt securities and described in the applicable
prospectus supplement for that series.
An event of default for a particular
series of debt securities does not necessarily constitute an event of default
for any other series. We are required to deliver to the trustee annually a
written statement as to the fulfillment of our obligations under the indenture.
If an event of default for any series of
debt securities occurs and continues, the trustee or the holders of at least 25%
of the outstanding principal amount of the debt securities of the series may
declare the principal amount of all the debt securities of the series to be
immediately due and payable. The declaration may, under certain circumstances,
be rescinded by the holders of a majority of the outstanding principal amount of
the debt securities of the series.
13
Other than its duties in case of an event
of default, the trustee is not obligated to exercise any of its rights or powers
under the indenture at the request of any of the holders of debt securities,
unless the holders offer to the trustee reasonable security or indemnity. If
they provide this reasonable security or indemnity, subject to certain
limitations described in the indenture, the holders of a majority of the
outstanding principal amount of the debt securities of any series will have the
right to direct the time, method and place of conducting any proceeding for any
remedy available to the trustee or exercising any trust or power conferred on
the trustee. The holders of a majority of the outstanding principal amount of
the debt securities of any series may waive any past default with respect to
debt securities of the series except a default in payment on any of the debt
securities of the series or a default with respect to a covenant that cannot be
modified without the consent of the holder of each debt security affected.
Conversion Rights
If applicable, the terms of debt
securities of any series that are convertible into or exchangeable for our
common stock or other securities or property will be described in an applicable
prospectus supplement. These terms will describe whether conversion or exchange
is mandatory, at the option of the holder or at our option. These terms may
include provisions pursuant to which the number of shares of our common stock or
other securities or property to be received by the holders of debt securities
would be subject to adjustment.
Governing Law
The indenture and the debt securities will
be governed by and construed in accordance with the laws of the State of New
York.
Concerning the Trustee
The trustee is an affiliate of one of a
number of banks with which we maintain ordinary banking relationship
s.
DESCRIPTION OF CAPITAL
STOCK
The following description of our capital
stock, as amended or superseded by any applicable prospectus supplement,
includes a summary of certain provisions of our restated articles of
incorporation, as amended, and our amended by-laws. This description is subject
to the detailed provisions of, and is qualified by reference to, our restated
articles of incorporation, as amended, and our amended by-laws, copies of which
have been incorporated by reference as exhibits to the registration statement of
which this prospectus is a part.
We are authorized to issue (1) 500,000,000
shares of common stock, with a par value of $1 per share, of which
94,621,352
shares were outstanding as of
December 31
, 2011 and (2) 30,000,000 shares of
preferred stock, without par value, of which 2,000,000 shares are designated as
Series A Junior Participating Preferred Stock. The authorized shares of our
common stock and preferred stock are available for issuance without further
action by our shareowners, unless the action is required by applicable law or
the rules of any stock exchange or automated quotation system on which our
securities may be listed or traded. If the approval of our shareowners is not so
required, our board of directors may determine not to seek shareowner approval.
14
Certain of the provisions described below
could have the effect of discouraging transactions that might lead to a change
of control of us. These provisions:
-
establish a classified board of directors whereby
our directors are elected for staggered terms in office so that only one-third
of our directors stand for election in any one year;
-
require shareowners to provide advance notice of
any shareowner nominations of directors or any proposal of new business to be
considered at any meeting of shareowners;
-
require a supermajority vote to remove a director
or to amend or repeal certain provisions of our restated articles of
incorporation, as amended;
-
require that any action by written consent of
shareowners without a meeting be unanimous;
-
preclude shareowners from amending our by-laws or
calling a special meeting of shareowners; and
-
include fair price provisions and other
restrictions on certain business combinations.
Common Stock
Holders of our common stock are entitled
to such dividends as may be declared by our board of directors out of funds
legally available for such purpose. Dividends may not be paid on common stock
unless all accrued dividends on preferred stock, if any, have been paid or
declared and set aside. In the event of our liquidation, dissolution or winding
up, the holders of our common stock will be entitled to share pro rata in the
assets remaining after payment to creditors and after payment of the liquidation
preference plus any unpaid dividends to holders of any outstanding preferred
stock.
Each holder of our common stock is
entitled to one vote for each share of common stock outstanding in the holders
name. No holder of common stock is entitled to cumulate votes in voting for
directors. Our restated articles of incorporation, as amended, provide that,
unless otherwise determined by our board of directors, no holder of our common
stock has any preemptive right to purchase or subscribe for any stock of any
class which we may issue or sell.
Computershare (successor to The Bank of
New York Mellon's Shareowner Services business) is the transfer agent and
registrar for our common stock.
Preferred Stock
General
. Our restated articles of incorporation, as amended, permit us to issue
up to 30,000,000 shares of our preferred stock in one or more series and with
rights and preferences that may be fixed or designated by our board of directors
without any further action by our shareowners. The designations and the relative
rights, preferences and limitations of the preferred stock of each series will
be fixed by an amendment to our restated articles of incorporation, as amended,
relating to each series adopted by our board, including:
-
the maximum number of shares in the series and the
distinctive designation;
-
the terms on which dividends, if any, will be
paid;
-
the terms on which the shares may be redeemed, if
at all, including any restrictions on the repurchase or redemption of such
shares by us while there is an arrearage in the payment of dividends or
sinking fund installments if applicable;
-
the terms of any sinking fund for the purchase or
redemption of the shares of the series;
15
-
the amounts payable on shares in the event of
liquidation, dissolution or winding up;
-
the terms and conditions, if any, on which the
shares of the series shall be convertible into our shares of any other class
or series or any other securities of ours or of any other
corporation;
-
the restrictions on the issuance of shares of the
same series or any other class or series; and
-
the voting rights, if any, of the shares of the
series.
Although our board of directors has no
intention at the present time of doing so, it could issue a series of preferred
stock that could, depending on the terms of the series, impede the completion of
a merger, tender offer or other takeover attempt.
Series A Junior Participating Preferred
Stock
Our restated articles of incorporation, as
amended, authorize us to issue up to 2,000,000 shares designated as Series A
Junior Participating Preferred Stock, none of which are outstanding as of the
date hereof. The Series A Junior Participating Preferred Stock was created in
connection with our shareholder rights plan which is now expired.
Holders of Series A Junior Participating
Preferred Stock are entitled, in preference to holders of common stock, to such
dividends as the board of directors may declare out of funds legally available
for the purpose. Each share of Series A Junior Participating Preferred Stock is
entitled to a minimum preferential quarterly dividend payment of $1 per share
but is entitled to an aggregate dividend of 100 times the dividend declared per
share of common stock whenever such dividend is declared. In the event of
liquidation, the holders of Series A Junior Participating Preferred Stock will
be entitled to a minimum preferential liquidation payment of $100 per share but
will be entitled to an aggregate payment of 100 times the payment made per share
of common stock. Each share of Series A Junior Participating Preferred Stock
will have 100 votes, voting together with common stock. In the event of any
merger, consolidation or other transaction in which shares of common stock are
exchanged, each share of Series A Junior Participating Preferred Stock will be
entitled to receive 100 times the amount received per share of common stock.
These rights will be protected by customary antidilution provisions. Series A
Junior Participating Preferred Stock is not redeemable.
Because of the nature of the Series A
Junior Participating Preferred Stocks dividend, liquidation and voting rights,
the value of a one one-hundredth interest in a share of Series A Junior
Participating Preferred Stock should approximate the value of one share of
common stock.
Certain Provisions in our Restated
Articles of Incorporation, as amended, and Amended By-Laws
Our restated articles of incorporation, as
amended, and amended by-laws contain various provisions intended to (1) promote
the stability of our shareowner base and (2) render more difficult certain
unsolicited or hostile attempts to take us over which could disrupt us, divert
the attention of our directors, officers and employees and adversely affect the
independence and integrity of our business.
16
Pursuant to our restated articles of
incorporation, as amended, the number of directors is fixed by our board of
directors. Our restated articles of incorporation, as amended, provide that
other than directors elected by the holders of any series of preferred stock or
any other series or class of stock except common stock, our directors are
divided into three classes, each class to consist as nearly as possible of
one-third of the directors. The Indiana Business Corporation Law was amended
effective July 1, 2009, to require every corporation that has a class of voting
shares registered with the SEC under Section 12 of the Exchange Act to maintain
a classified board structure whereby its directors are elected for staggered
terms in office. Corporations that were publicly-held at the time the classified
board mandate became effective had until July 31, 2009, to amend their by-laws
to elect not to be subject to this requirement. We did not amend our amended
by-laws within the prescribed time and, accordingly, we are required to maintain
our current classified board structure. Our amended by-laws provide that
directors elected by shareowners at an annual meeting of shareowners will be
elected by a plurality of all votes cast. Under our majority voting policy
(which is not part of our by-laws), any nominee for director who is elected but
who receives a greater number of withheld votes than for votes in an
uncontested election is required to tender his or her resignation after the
certification of the shareowner vote. Our Corporate Governance and Nominating
Committee considers the resignation and recommends to our board of directors
what action should be taken. Under our majority voting policy, our board of
directors is required to take action and publicly disclose the decision and its
underlying rationale within 90 days of the shareowner vote. Currently, the terms
of office of the three classes of directors expire, respectively, at our annual
meetings in 2013, 2014 and 2015. The term of the successors of each such class
of directors expires three years from the year of election.
Our restated articles of incorporation, as
amended, contains a fair price provision pursuant to which a business
combination (as defined in our restated articles of incorporation, as amended)
between us or one of our subsidiaries and an interested shareowner (as defined
in our restated articles of incorporation, as amended) requires approval by the
affirmative vote of the holders of not less than 80 percent of the voting power
of all of our outstanding capital stock entitled to vote generally in the
election of directors, voting together as a single class, unless the business
combination is approved by at least two-thirds of the continuing directors (as
defined in our restated articles of incorporation, as amended) or certain fair
price criteria and procedural requirements specified in the fair price provision
are met.
Any amendment or repeal of the fair price
provision, or the adoption of provisions inconsistent therewith, must be
approved by the affirmative vote of the holders of not less than 80 percent of
the voting power of all of our outstanding capital stock entitled to vote
generally in the election of directors, voting together as a single class,
unless the amendment, repeal or adoption were approved by at least two-thirds of
the continuing directors.
Our restated articles of incorporation, as
amended, and amended by-laws provide that a special meeting of shareowners may
be called only by a resolution adopted by a majority of the total number of
directors which we would have if there were no vacancies. Shareowners are not
permitted to call, or to require that the board of directors call, a special
meeting of shareowners. Moreover, the business permitted to be conducted at any
special meeting of shareowners is limited to the business brought before the
meeting pursuant to the notice of the meeting given by us. Our amended by-laws
establish an advance notice procedure for shareowners to nominate candidates for
election as directors or to bring other business before meetings of our
shareowners.
Our restated articles of incorporation, as
amended, provide that the affirmative vote of at least 80 percent of the voting
power of all of our outstanding capital stock entitled to vote generally in the
election of directors, voting together as a single class, would be required to
amend or repeal the provisions of our articles with respect to the election or
removal of directors, the right to call a special shareowners meeting, business
combinations, or the right to adopt any provision inconsistent with the
preceding provisions. In addition, our restated articles of incorporation, as
amended, provide that our board of directors has exclusive authority to make,
alter, amend and repeal our by-laws and that our shareowners have no power to do
so.
The foregoing summary is qualified in its
entirety by the provisions of our restated articles of incorporation, as
amended, and amended by-laws, copies of which have been filed with the SEC.
17
Indiana Restrictions on Business
Combinations
The Indiana Business Corporation Law
contains a statutory antitakeover defense that restricts the ability of a
resident domestic corporation to engage in any business combination with an
interested shareholder for five years after the interested shareholders date
of acquiring shares unless the business combination or the purchase of
shares by the interested shareholder on
the interested shareholders share acquisition date is approved by the board of
directors of the resident domestic corporation before that date. If the
combination was not previously approved, the interested shareholder may effect a
combination after the five-year period only if the shareholder receives approval
from a majority of the disinterested shares or the offer meets certain fair
price criteria. For purposes of these provisions, resident domestic
corporation means an Indiana corporation that has 100 or more shareholders.
Interested shareholder means any person, other than the resident domestic
corporation or its subsidiaries, who is (1) the beneficial owner, directly or
indirectly, of 10% or more of the voting power of the outstanding voting shares
of the resident domestic corporation or (2) an affiliate or associate of the
resident domestic corporation and at any time within the five-year period
immediately before the date in question was the beneficial owner of 10% or more
of the voting power of the then outstanding shares of the resident domestic
corporation. These provisions do not apply to a corporation that so elects in
its original articles of incorporation or in an amendment to its articles of
incorporation approved by a majority of the disinterested shares. Such an
amendment, however, would not become effective for 18 months after its passage
and would apply only to stock acquisitions occurring after its effective date.
Our restated articles of incorporation, as amended, do not exclude us from these
provisions.
DESCRIPTION OF THE WARRANTS
The following summarizes the terms of the
debt warrants, common stock warrants and preferred stock warrants we may issue.
This description is subject to the detailed provisions of a warrant agreement
that we will enter into with a warrant agent we select at the time of issue.
General
We may issue warrants evidenced by warrant
certificates under the warrant agreement independently or together with any
securities we offer by any prospectus supplement. If we offer warrants, the
applicable prospectus supplement will describe the terms of the warrants,
including:
-
the price or prices at which warrants will be
issued, if any;
-
the principal amount of debt securities or the
number of shares of common or preferred stock purchasable upon exercise of one
warrant and the initial price at which the principal amount of debt securities
or shares, as applicable, may be purchased upon exercise;
-
in the case of debt warrants, the designation,
aggregate principal amount and terms of the debt securities purchasable upon
exercise of the warrants;
-
if applicable, the designation and terms of the
securities with which the warrants are issued and the number of warrants issued with
the underlying securities;
-
in the case of preferred stock warrants, if
applicable, the designation and terms of the preferred stock purchasable upon
exercise of the preferred stock warrants;
-
if applicable, the date on and after which the
warrants and the related securities will be separately transferable;
-
the dates on which the right to exercise the
warrants begins and expires;
-
if necessary, certain material United States
federal income tax consequences;
-
call provisions, if any;
-
whether the warrants represented by the warrant
certificates will be issued in registered or bearer form;
-
information with respect to book-entry procedures,
if any;
-
the currency or currencies in which the offering
price and exercise price are payable;
-
the identity of the warrant agent for the
warrants; and
-
if applicable, the antidilution provisions of the
warrants.
18
Rights as Holders of Debt Securities
Debt warrant holders, as such, will not
have any of the rights of holders of debt securities, except to the extent that
the consent of debt warrant holders may be required for certain modifications of
the terms of an indenture or form of the debt security, as the case may be, and
the series of debt securities issuable upon exercise of the debt warrants. In
addition, debt warrant holders will not be entitled to payments of principal of
and interest, if any, on the debt securities.
No Rights as Shareowners
Holders of stock warrants, as such, will
not be entitled to vote, to consent, to receive dividends or to receive notice
as shareowners with respect to any meeting of shareowners, or to exercise any
rights whatsoever as our shareowners.
PLAN OF DISTRIBUTION
We may sell the securities offered by this
prospectus from time to time in one or more transactions, including without
limitation:
-
to or through underwriters or dealers;
-
directly to purchasers or to a single
purchaser;
-
through agents; or
-
through a combination of any of these methods.
The applicable prospectus supplement will
set forth the terms of the offering of the securities covered by this
prospectus, including:
-
the name or names of any underwriters, dealers or
agents and the amounts of securities underwritten or purchased by each of
them;
-
any delayed delivery arrangements;
-
the public offering price or purchase price of the
securities and the proceeds to us from the sale of the securities and any
discounts, commissions or concessions allowed or reallowed or paid to
underwriters, dealers or agents; and
-
any securities exchanges on which the securities
may be listed.
19
The offer and sale of the securities
described in this prospectus by us, underwriters or the third parties described
above may be effected from time to time in one or more transactions, including
privately negotiated transactions, either:
-
at a fixed price or prices, which may be
changed;
-
at market prices prevailing at the time of sale;
-
at prices relating to such prevailing market
prices; or
-
at negotiated prices.
Offerings of our equity securities under
this prospectus may also be made into an existing trading market for the
securities in transactions at other than a fixed price, either:
-
on or through the facilities of any national
securities exchange or quotation service on which the securities may be
listed, quoted or traded at the time of sale; or
-
to or through a market maker otherwise than on the
exchanges or quotation or trading services.
The at-the-market offerings, if any, will
be conducted by underwriters, dealers or agents acting as our principal or
agent, who may also be third-party sellers of securities as described above.
Any public offering price and any
discounts, commissions, concessions or other items constituting compensation
allowed or reallowed or paid to underwriters, dealers, agents or remarketing
firms may be changed from time to time. Underwriters, dealers, agents or
remarketing firms that participate in the distribution of the offered securities
may be underwriters as defined in the Securities Act. Any discounts or
commissions they receive from us and any profits they receive on the resale of
the offered securities may be treated as underwriting discounts and commissions
under the Securities Act. We will identify any underwriters, agents or dealers
and describe their commissions, fees or discounts in the applicable prospectus
supplement.
Sales through Underwriters or Dealers
Underwriters or the third parties
described above may offer and sell the offered securities from time to time in
one or more transactions, including negotiated transactions, at a fixed public
offering price or at varying prices determined at the time of sale. If
underwriters are used in the sale of any securities, the securities will be
acquired by the underwriters for their own account and may be resold from time
to time in one or more transactions described above. The securities may be
either offered to the public through underwriting syndicates represented by
managing underwriters, or directly by underwriters. Generally, the underwriters
obligations to purchase the securities will be subject to certain conditions
precedent. The underwriters will be obligated to purchase all of the securities
if they purchase any of the securities unless otherwise specified in the
applicable prospectus supplement in connection with any particular offering of
securities.
During and after an offering through
underwriters, the underwriters may purchase and sell the securities in the open
market. These transactions may include short sales, over-allotment and
stabilizing transactions and purchases to cover positions created by short
sales. The underwriters may also impose a penalty bid, which means that selling
concessions allowed to syndicate members or other broker-dealers for the offered
securities sold for their account may be reclaimed by the syndicate if the
offered securities are repurchased by the syndicate in stabilizing or covering
transactions. These activities may stabilize, maintain or otherwise affect the
market price of the offered securities, which may be higher than the price that
might otherwise prevail in the open market. If commenced, the underwriters may
discontinue these activities at any time.
20
Some or all of the securities that we
offer through this prospectus may be new issues of securities with no
established trading market. Any underwriters to whom we sell the offered
securities for public offering and sale may make a market in those securities,
but they will not be obligated to do so and they may discontinue any market
making at any time without notice. Accordingly, we cannot assure you of the
liquidity of, or continued trading markets for, any securities that we offer.
We may sell some or all of the securities
covered by this prospectus through:
-
purchases by a dealer, as principal, who may then
resell those securities to the public for its account at varying prices
determined by the dealer at the time of resale;
-
block trades in which a dealer will attempt to
sell as agent, but may position or resell a portion of the block, as
principal, in order to facilitate the transaction; or
-
ordinary brokerage transactions and transactions
in which a broker-dealer solicits purchasers.
Direct Sales and Sales through Agents
We may sell the securities directly.
Direct sales to investors may be accomplished through subscription offerings or
through subscription rights distributed to our shareowners. In connection with
subscription offerings or the distribution of subscription rights to
shareowners, if all of the underlying offered securities are not subscribed for,
we may sell such unsubscribed offered securities to third parties directly and,
in addition, whether or not all of the underlying offered securities are
subscribed for, we may concurrently offer additional offered securities to third
parties directly.
If indicated in an applicable prospectus
supplement, we may sell the securities through agents from time to time, which
agents may be affiliated with us. The applicable prospectus supplement will name
any agent involved in the offer or sale of the securities and any commissions we
pay to them. Generally, any agent will be acting on a best efforts basis for the
period of its appointment, unless otherwise specified in the applicable
prospectus supplement.
Remarketing Arrangements
Offered securities may also be offered and
sold in connection with a remarketing upon their purchase, in accordance with a
redemption or repayment pursuant to their terms, or otherwise, by one or more
remarketing firms, acting as principals for their own accounts or as agents for
us. Any remarketing firm will be identified and the terms of its agreements, if
any, with us and its compensation will be described in the applicable prospectus
supplement.
Institutional Purchasers
We may authorize agents, underwriters or
dealers to solicit offers from certain types of institutions to purchase
securities from us at the public offering price under delayed delivery
contracts. These contracts would provide for payment and delivery on a specified
date in the future. The applicable prospectus supplement will provide any such
arrangement, including the offering price and commissions payable on the
solicitations.
Indemnification; Other Relationships
Agents, underwriters and other third
parties described above may be entitled to indemnification by us against certain
civil liabilities, including liabilities under the Securities Act, or to
contribution with respect to payments which the agents or underwriters may be
required to make in respect thereof. Agents, underwriters and such other third parties may be customers of, engage
in transactions with, or perform services for us in the ordinary course of
business.
21
LEGAL MATTERS
The validity of the securities offered by
this prospectus will be passed on for us by Chadbourne & Parke LLP, New
York, New York, as to New York law, and by Faegre Baker Daniels LLP,
Indianapolis, Indiana, as to Indiana law, and if the securities are being
distributed in an underwritten offering, the validity of the securities will be
passed on for the underwriters by their own counsel, who will be named in the
prospectus supplement.
EXPERTS
The financial statements, and the related
financial statement schedule, incorporated in this prospectus by reference from
our Annual Report on Form 10-K for the year ended October 2, 2011, and the
effectiveness of our internal control over financial reporting have been audited
by Deloitte & Touche LLP, an independent registered public accounting firm,
as stated in their reports, which are incorporated herein by reference. Such
financial statements and financial statement schedule have been so incorporated
in reliance upon the reports of such firm given upon their authority as experts
in accounting and auditing.
22
PART II
INFORMATION NOT REQUIRED IN
PROSPECTUS
Item 14. Other Expenses of Issuance
and Distribution.
The following
table sets forth the estimated fees and expenses (other than underwriting
compensation) payable by us in connection with the offering of the securities
being registered.
|
|
Amount
|
SEC registration
fee
|
$
|
(1)
|
Accounting fees and expenses
|
|
*
|
Transfer agent fees and
expenses
|
|
*
|
Trustee fees and expenses
|
|
*
|
Legal fees and
expenses
|
|
*
|
Printing expenses
|
|
*
|
Rating agency
fees
|
|
*
|
Miscellaneous
|
|
*
|
Total
|
|
*
|
____________________
(1)
|
|
Pursuant to Rules 456(b) and 457(r) under the Securities Act, the registrant is deferring payment of the registration fee relating to the securities that are registered and available for sale under this registration statement, except for $16,209 of filing fees previously paid with respect to $290,498,750 aggregate initial offering price of securities that had previously been registered under the registrants registration statement on Form S-3 (Registration Statement No. 333-163233) but not sold and are being carried forward to this registration statement.
|
|
|
|
*
|
|
These fees are calculated based
on the amount of securities offered and/or the number of offerings and
accordingly are not presently known and cannot be estimated at this
time.
|
Item 15. Liability and
Indemnification of Directors and Officers.
Chapter 37 of The Indiana Business
Corporation Law (the IBCL) requires a corporation, unless its articles of
incorporation provide otherwise, to indemnify a director or an officer of the
corporation who is wholly successful, on the merits or otherwise, in the defense
of any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative and whether formal or informal,
against reasonable expenses, including counsel fees, incurred in connection with
the proceeding.
The IBCL also permits a corporation to
indemnify a director, officer, employee or agent who is made a party to a
proceeding because the person was a director, officer, employee or agent of the
corporation or its subsidiary against liability incurred in the proceeding if
(i) the individuals conduct was in good faith and (ii) the individual
reasonably believed (A) in the case of conduct in the individuals official
capacity with the corporation that the conduct was in the corporations best
interests and (B) in all other cases that the individuals conduct was at least
not opposed to the corporations best interests and (iii) in the case of a
criminal proceeding, the individual either (A) had reasonable cause to believe
the individuals conduct was lawful or (B) had no reasonable cause to believe
the individuals conduct was unlawful. The IBCL also permits a corporation to
pay for or reimburse reasonable expenses incurred before the final disposition
of the proceeding and permits a court of competent jurisdiction to order a
corporation to indemnify a director or officer if the court determines that the
person is fairly and reasonably entitled to indemnification in view of all the
relevant circumstances, whether or not the person met the standards for
indemnification otherwise provided in the IBCL.
Section 8.06 of Meritors Restated
Articles of Incorporation, as amended, contains provisions authorizing, to the
extent permitted under the IBCL and Meritors Amended By-Laws, indemnification
of directors and officers, including payment in advance of expenses in defending
an action and maintaining liability insurance on such directors and officers.
Specifically, Meritors Amended By-Laws provide that Meritor will indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil or
criminal, administrative or investigative, formal or informal, by reason of the
fact that such person is or was a director,
officer, employee or agent of Meritor, or is or was serving at the request of
Meritor as a director, officer, employee, agent, partner, trustee or member or
in another authorized capacity of or for another corporation, unincorporated
association, business trust, estate, partnership, trust, joint venture,
individual or other legal entity, whether or not organized or formed for profit,
against expenses (including attorneys fees) and judgments, penalties, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action. Meritor will pay, in advance of the final
disposition of an action, the expenses reasonably incurred in defending such
action by a person who may be entitled to indemnification. Meritors Amended
By-Laws also set forth particular procedures for submission and determination of
claims for indemnification.
II-1
Meritors directors and officers are
insured against certain liabilities for actions taken in such capacities,
including liabilities under the Securities Act of 1933, as amended.
Meritor and certain other persons may be
entitled under agreements entered into with agents or underwriters to
indemnification by such agents or underwriters against certain liabilities,
including liabilities under the Securities Act, or to contribution with respect
to payments that Meritor or such persons may be required to make in respect of
such liabilities.
Item 16. Exhibits.
1*
|
|
Form of Underwriting Agreement.
|
|
4.1
|
|
Restated Articles of Incorporation of
Meritor, filed as Exhibit 4.01 to Meritors Registration Statement on Form
S-4, as amended (Registration No. 333-36448), is incorporated herein by
reference.
|
|
4.1.a
|
|
Articles of Amendment of Restated Articles
of Incorporation of Meritor, filed as Exhibit 3-a-1 to Meritors Quarterly
Report on Form 10-Q for the quarterly period ended April 3, 2011 (File No.
1-15983), is incorporated herein by reference.
|
|
4.2
|
|
Amended By-Laws of Meritor, filed as Exhibit
3 to Meritors Quarterly Report on Form 10-Q for the quarterly period
ended June 29, 2003 (File No. 1-15983), is incorporated herein by
reference.
|
|
|
|
4.3a
|
|
Indenture, dated as of April 1, 1998,
between Meritor and The Bank of New York Mellon Trust Company, N.A.
(successor to BNY Midwest Trust Company as successor to The Chase
Manhattan Bank), as trustee, filed as Exhibit 4 to Meritors Registration
Statement on Form S-3 (Registration No. 333-49777), is incorporated herein
by reference.
|
|
|
|
4.3b
|
|
First Supplemental Indenture, dated as of
July 7, 2000, to the Indenture, dated as of April 1, 1998, between Meritor
and The Bank of New York Mellon Trust Company, N.A. (successor to BNY
Midwest Trust Company as successor to The Chase Manhattan Bank), as
trustee, filed as Exhibit 4-b-1 to Meritors Annual Report on Form 10-K
for the fiscal year ended September 30, 2000 (File No. 1-15983), is
incorporated herein by reference.
|
|
4.3c
|
|
Third Supplemental Indenture, dated as of
June 23, 2006, to the Indenture, dated as of April 1, 1998, between
Meritor and The Bank of New York Mellon Trust Company, N.A. (successor to
BNY Midwest Trust Company as successor to The Chase Manhattan Bank), as
trustee (including Subsidiary Guaranty dated as of June 23, 2006), filed
as Exhibit 4.2 to Meritors Current Report on Form 8-K, dated June 23,
2006 and filed on June 27, 2006 (File No. 1-15983), is incorporated herein
by reference.
|
II-2
4.3d
|
|
Fourth Supplemental Indenture, dated as of
March 3, 2010, to the Indenture, dated as of April 1, 1998, between
Meritor and The Bank of New York Mellon Trust Company, N.A. (successor to
BNY Midwest Trust Company as successor to The Chase Manhattan Bank), as
trustee (including form of the Companys 10.625% Notes due 2018 and form
of subsidiary guaranty), filed as Exhibit 4 to Meritors Current Report on
Form 8-K, dated February 25, 2010 and filed on March 3, 2010 (File No.
1-15983), is incorporated herein by reference.
|
|
|
|
4.3e
|
|
Form of Indenture between Meritor and The
Bank of New York Mellon Trust Company, N.A., as trustee, with respect to
convertible and subordinated debt, filed as Exhibit 4.4e to Meritors
Registration Statement on Form S-3 (Registration No. 333-163233), is
incorporated herein by reference.
|
|
|
|
4.4*
|
|
Form of Debt Securities.
|
|
|
|
4.5*
|
|
Form of any Articles of Amendment setting
forth the preferences and rights with respect to any preferred stock
issued hereunder.
|
|
|
|
4.6*
|
|
Form of Warrant Agreement for Debt
Securities, including Warrant Certificate for Debt
Securities.
|
|
|
|
4.7*
|
|
Form of Warrant Agreement for Common Stock,
including Warrant Certificate for Common Stock.
|
|
|
|
4.8*
|
|
Form of Warrant Agreement for Preferred
Stock, including Warrant Certificate for Preferred Stock.
|
|
|
|
5.1
|
|
Opinion of Chadbourne & Parke
LLP.
|
|
|
|
5.2
|
|
Opinion of Faegre Baker Daniels
LLP.
|
|
|
|
12
|
|
Computation of ratio of earnings to fixed
charges.
|
|
|
|
23.1
|
|
Consent of Deloitte & Touche LLP,
independent registered public accounting firm.
|
|
|
|
23.2
|
|
Consent of Chadbourne & Parke LLP,
contained in its opinion filed as Exhibit 5.1 to this registration
statement.
|
|
|
|
23.3
|
|
Consent of Faegre Baker Daniels LLP,
contained in its opinion filed as Exhibit 5.2 to this registration
statement
.
|
|
|
|
23.4
|
|
Consent of Bates White LLC.
|
|
|
|
23.5
|
|
Consent of Vernon G. Baker, II, Esq., Senior
Vice President and General Counsel of Meritor.
|
|
|
|
24
.1
|
|
Power of Attorney authorizing certain
persons to sign this registration statement on behalf of certain directors
and officers of Meritor.
|
|
|
|
24.2
|
|
Powers of Attorney authorizing certain persons to sign amendments and supplements to this registration statement on behalf of certain directors and officers of certain guarantor subsidiaries of Meritor contained in the signature pages of this registration statement.
|
|
|
|
25.1
|
|
Statement of Eligibility on Form T-1 under
the Trust Indenture Act of 1939, as amended, of The Bank of New York
Mellon Trust Company, N.A. (successor to BNY Midwest Trust Company as
successor to The Chase Manhattan Bank), as trustee under the indenture
referenced in Exhibit 4.3a to this registration statement.
|
|
|
|
25.2
|
|
Statement of Eligibility on Form T-1 under
the Trust Indenture Act of 1939, as amended, of The Bank of New York
Mellon Trust Company, N.A., as trustee under the form of indenture
referenced in Exhibit 4.3e to this registration
statement.
|
____________________
*
|
|
To be filed by amendment or as an
exhibit to a document to be incorporated herein by
reference.
|
II-3
Item 17. Undertakings.
A. Each of the undersigned co-registrants
hereby undertakes:
(1)
|
|
To file, during any
period in which offers or sales are being made, a post-effective amendment
to this registration statement:
|
|
|
|
(i)
|
|
To include any prospectus
required by Section 10(a)(3) of the Securities Act;
|
|
|
|
(ii)
|
|
To reflect in the prospectus any
facts or events arising after the effective date of the registration
statement (or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in the
information set forth in the registration statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Securities and Exchange Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than a
20% change in the maximum aggregate offering price set forth in the
Calculation of Registration Fee table in the effective registration
statement; and
|
|
|
|
(iii)
|
|
To include any material
information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement;
|
provided, however
, that paragraphs (a)(1)(i), (a)(1)(ii), and (a)(1)(iii) do
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in reports filed with or furnished to
the Securities and Exchange Commission by the registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement, or is contained in a form of prospectus
filed pursuant to Rule 424(b) that is part of the registration statement.
(2)
|
|
That, for the purpose
of determining any liability under the Securities Act, each such
post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
|
|
(3)
|
|
To remove from
registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the
offering.
|
|
(4)
|
|
That, for the purpose
of determining liability under the Securities Act to any
purchaser:
|
|
|
|
(A)
|
|
Each prospectus filed by the
registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the
registration statement as of the date the filed prospectus was deemed part
of and included in the registration statement; and
|
|
|
|
(B)
|
|
Each prospectus required to be
filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a
registration statement in reliance on Rule 430B relating to an offering
made pursuant to Rule 415(a)(l)(i), (vii), or (x) for the purpose of
providing the information required by Section 10(a) of the Securities Act
shall be deemed to be part of and included in the registration statement
as of the earlier of the date such form of prospectus is first used after
effectiveness or the date of the first contract of sale of securities in
the offering described in the prospectus. As provided in Rule 430B, for
liability purposes of the issuer and any person that is at that date an
underwriter, such date shall be deemed to be a new effective date of the
registration statement relating to the securities in the registration
statement to which that prospectus relates, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
Provided, however
, that no statement made in a registration statement or
prospectus that is part of the registration statement or made in a
document incorporated or deemed incorporated by reference into the
registration statement or prospectus that is part of the registration
statement will, as to a purchaser with a time of contract of sale prior to
such effective date, supersede or modify any statement that was made in
the registration statement or prospectus that was part of the registration
statement or made in any such document immediately prior to such effective
date.
|
II-4
(5)
|
|
That, for the purpose
of determining liability of the registrant under the Securities Act to any
purchaser in the initial distribution of the securities in a primary
offering of securities of the registrant pursuant to this registration
statement, regardless of the underwriting method used to sell the
securities to the purchaser, if the securities are offered or sold to such
purchaser by means of any of the following communications, the registrant
will be a seller to the purchaser and will be considered to offer or sell
such securities to such purchaser:
|
|
|
|
(i)
|
|
Any preliminary prospectus or
prospectus of the registrant relating to the offering required to be filed
pursuant to Rule 424;
|
|
|
|
(ii)
|
|
Any free writing prospectus
relating to the offering prepared by or on behalf of the registrant or
used or referred to by the registrant;
|
|
|
|
(iii)
|
|
The portion of any other free
writing prospectus relating to the offering containing material
information about the registrant or its securities provided by or on
behalf of the registrant; and
|
|
|
|
(iv)
|
|
Any other communication that is
an offer in the offering made by the registrant to the
purchaser.
|
|
(6)
|
|
That, for purposes of
determining any liability under the Securities Act, each filing of the
registrants annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of
an employee benefit plans annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
|
|
(7)
|
|
Insofar as
indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has
been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
|
|
(8)
|
|
That, for purposes of
determining any liability under the Securities Act, the information
omitted from the form of prospectus filed as part of this registration
statement in reliance upon Rule 430A and contained in a form of prospectus
filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under
the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
|
|
(9)
|
|
That, for purposes of
determining any liability under the Securities Act, each post-effective
amendment that contains a form of prospectus shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
|
II-5
(10)
|
|
To file an
application for the purpose of determining the eligibility of the trustee
to act under subsection (a) of section 310 of the Trust Indenture Act in
accordance with the rules and regulations prescribed by the Securities and
Exchange Commission under section 305(b)2 of the Trust Indenture
Act.
|
II-6
SIGNATURES
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-3 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
7
th day
of
February
, 2012.
MERITOR, INC.
|
|
By
|
/s/ Vernon G. Baker,
II
|
|
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
7
th day
of
February
,
2012 by
the following
persons in the capacities indicated:
Signature
|
|
Title
|
|
|
|
Charles G. McClure, Jr.*
|
|
Chairman of the Board, Chief Executive
Officer and
|
|
|
President (principal executive officer) and
Director
|
|
Joseph B. Anderson, Jr., Rhonda L. Brooks,
David W.
|
|
Directors
|
Devonshire, Ivor J. Evans, Victoria B.
Jackson Bridges,
|
|
|
James E. Marley, and William R. Newlin
*
|
|
|
|
Jeffrey A. Craig*
|
|
Senior Vice President and Chief Financial
Officer
|
|
|
(principal financial officer)
|
|
Kevin Nowlan*
|
|
Controller (principal accounting
officer)
|
*By
|
|
/s/ Barbara
Novak
|
|
|
Barbara Novak,
Attorney-in-Fact**
|
____________________
**
|
|
By
authority of the power of attorney filed as Exhibit 24
.1
hereto
|
II-7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
undersigned registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 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
7
th day
of
February
,
2012.
ARVIN CAYMAN ISLANDS, LTD.
|
|
By
|
/s/ Vernon G. Baker,
II
|
|
Vernon G. Baker, II
|
|
President and Secretary
|
Each person whose signature appears
below hereby constitutes and appoints Vernon G. Baker, II, and Barbara Novak,
and each of them singly, his or her true and lawful attorney-in-fact and agent,
with full power of substitution, and with full power to them and each of them,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
and supplements to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and hereby grants to such attorneys-in-fact
and agents full power and authority to do and perform each and every act and
thing requisite and necessary to be done in connection therewith, as fully to
all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or either
of them, or their or his or her substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the
Securities Act of 1933, this Registration Statement has been signed on the date
set forth below by the following persons in the capacities indicated:
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/
Vernon G. Baker, II
|
|
President (principal executive
|
|
February 7
,
2012
|
Vernon G. Baker, II
|
|
officer), Secretary, Director and
|
|
|
|
|
Authorized U.S. Representative
|
|
|
|
/s/
Mary A. Lehmann
|
|
Vice President and Treasurer
|
|
February 7
,
2012
|
Mary
A. Lehmann
|
|
(principal financial and
|
|
|
|
|
accounting officer) and Director
|
|
|
|
/s/
John A. Crable
|
|
Director
|
|
February 7
,
2012
|
John
A. Crable
|
|
|
|
|
II-8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
undersigned registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Troy, Michigan, on
the
7
th day
of
February
,
2012.
ARVIN EUROPEAN HOLDINGS (UK) LIMITED
|
|
By
|
/s/ John A.
Crable
|
|
John
A. Crable
|
|
Director
|
Each person whose signature appears
below hereby constitutes and appoints Vernon G. Baker, II, and Barbara Novak,
and each of them singly, his or her true and lawful attorney-in-fact and agent,
with full power of substitution, and with full power to them and each of them,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
and supplements to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and hereby grants to such attorneys-in-fact
and agents full power and authority to do and perform each and every act and
thing requisite and necessary to be done in connection therewith, as fully to
all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or either
of them, or their or his or her substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the
Securities Act of 1933, this Registration Statement has been signed on the date
set forth below by the following persons in the capacities indicated:
Signature
|
|
Title
|
|
Date
|
/s/
Aiden Lambe
|
|
Principal Executive Officer
|
|
February 7
,
2012
|
Aiden Lambe
|
|
(principal executive, financial
|
|
|
|
|
and accounting officer) and
|
|
|
|
|
Director
|
|
|
|
/s/
Kevin Nowlan
|
|
Director and Authorized U.S.
|
|
February 7
,
2012
|
Kevin Nowlan
|
|
Representative
|
|
|
|
/s/
John A. Crable
|
|
Director
|
|
February 7
,
2012
|
John
A. Crable
|
|
|
|
|
II-9
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
undersigned registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 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
7
th day of
February
,
2012.
ARVIN HOLDINGS NETHERLANDS B.V.
|
|
By
|
/s/ John A.
Crable
|
|
John
A. Crable
|
|
Director
|
Each person whose signature appears below hereby constitutes and appoints
Vernon G. Baker, II, and Barbara Novak, and each of them singly, his or her true
and lawful attorney-in-fact and agent, with full power of substitution, and with
full power to them and each of them, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) and supplements to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, and hereby
grants to such attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as he or she might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them, or their or his or her
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on the date set forth below by the
following persons in the capacities indicated:
Signature
|
|
Title
|
|
Date
|
/s/ Daniel
Hopgood
|
|
Chief Financial Officer
|
|
February 7
,
2012
|
Daniel Hopgood
|
|
(principal financial officer),
|
|
|
|
|
Chief Accounting Officer
|
|
|
|
|
(principal accounting officer),
|
|
|
|
|
Director and Authorized U.S.
|
|
|
|
|
Representative
|
|
|
|
/s/
John A. Crable
|
|
Principal Executive Officer
|
|
February 7
,
2012
|
John
A. Crable
|
|
and Director
|
|
|
II-10
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
undersigned registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 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
7
th day of
February
,
2012.
ARVIN INNOVATION HOLDINGS, INC.
|
|
By
|
/s/ John A.
Crable
|
|
John
A. Crable
|
|
President and Secretary
|
Each person whose signature appears
below hereby constitutes and appoints Vernon G. Baker, II, and Barbara Novak,
and each of them singly, his or her true and lawful attorney-in-fact and agent,
with full power of substitution, and with full power to them and each of them,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
and supplements to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and hereby grants to such attorneys-in-fact
and agents full power and authority to do and perform each and every act and
thing requisite and necessary to be done in connection therewith, as fully to
all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or either
of them, or their or his or her substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the
Securities Act of 1933, this Registration Statement has been signed on the date
set forth below by the following persons in the capacities indicated:
Signature
|
|
Title
|
|
Date
|
/s/ John A.
Crable
|
|
President (principal executive
|
|
February 7
,
2012
|
John
A. Crable
|
|
officer), Secretary and Director
|
|
|
|
|
|
|
|
/s/ Craig
Schmitter
|
|
Director
|
|
February 7
,
2012
|
Craig Schmitter
|
|
|
|
|
|
/s/
Kevin Nowlan
|
|
Vice President, Controller
|
|
February 7
,
2012
|
Kevin Nowlan
|
|
(principal accounting officer)
|
|
|
|
|
and Director
|
|
|
|
/s/ Mary A.
Lehmann
|
|
Senior Vice President and
|
|
February 7
,
2012
|
Mary
A. Lehmann
|
|
Treasurer
|
|
|
|
|
(principal financial officer)
|
|
|
II-11
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
undersigned registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 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
7
th day of
February
,
2012.
ARVIN INNOVATION MANAGEMENT, INC.
|
|
By
|
/s/ John A.
Crable
|
|
John
A. Crable
|
|
President and Secretary
|
Each person whose signature appears
below hereby constitutes and appoints Vernon G. Baker, II, and Barbara Novak,
and each of them singly, his or her true and lawful attorney-in-fact and agent,
with full power of substitution, and with full power to them and each of them,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
and supplements to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and hereby grants to such attorneys-in-fact
and agents full power and authority to do and perform each and every act and
thing requisite and necessary to be done in connection therewith, as fully to
all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or either
of them, or their or his or her substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the
Securities Act of 1933, this Registration Statement has been signed on the date
set forth below by the following persons in the capacities indicated:
Signature
|
|
Title
|
|
Date
|
/s/ John A.
Crable
|
|
President (principal executive
|
|
February 7
,
2012
|
John
A. Crable
|
|
officer), Secretary and Director
|
|
|
|
|
|
|
|
/s/ Craig
Schmitter
|
|
Director
|
|
February 7
,
2012
|
Craig Schmitter
|
|
|
|
|
|
/s/
Kevin Nowlan
|
|
Vice President, Controller
|
|
February 7
,
2012
|
Kevin Nowlan
|
|
(principal accounting officer)
|
|
|
|
|
and Director
|
|
|
|
/s/ Mary A.
Lehmann
|
|
Senior Vice President and
|
|
February 7
,
2012
|
Mary
A. Lehmann
|
|
Treasurer
|
|
|
|
|
(principal financial officer)
|
|
|
II-12
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
undersigned registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 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
7
th day of
February
,
2012.
ARVIN INNOVATION MEXICO HOLDINGS II, LLC
|
|
By
|
/s/ John A.
Crable
|
|
John
A. Crable
|
|
President and Secretary
|
Each person whose signature appears
below hereby constitutes and appoints Vernon G. Baker, II, and Barbara Novak,
and each of them singly, his or her true and lawful attorney-in-fact and agent,
with full power of substitution, and with full power to them and each of them,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
and supplements to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and hereby grants to such attorneys-in-fact
and agents full power and authority to do and perform each and every act and
thing requisite and necessary to be done in connection therewith, as fully to
all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or either
of them, or their or his or her substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the
Securities Act of 1933, this Registration Statement has been signed on the date
set forth below by the following persons in the capacities indicated:
Signature
|
|
Title
|
|
Date
|
/s/ John A.
Crable
|
|
President (principal executive
|
|
February 7
,
2012
|
John
A. Crable
|
|
officer), Secretary and Director
|
|
|
|
|
|
|
|
/s/ Craig
Schmitter
|
|
Director
|
|
February 7
,
2012
|
Craig Schmitter
|
|
|
|
|
|
/s/
Kevin Nowlan
|
|
Vice President, Controller
|
|
February 7
,
2012
|
Kevin Nowlan
|
|
(principal accounting officer)
|
|
|
|
|
and Director
|
|
|
|
/s/ Mary A.
Lehmann
|
|
Senior Vice President and
|
|
February 7
,
2012
|
Mary
A. Lehmann
|
|
Treasurer
|
|
|
|
|
(principal financial officer)
|
|
|
II-13
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
undersigned registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 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
7
th day of
February
,
2012.
ARVIN INTERNATIONAL HOLDINGS, LLC
|
|
By
|
/s/ John A.
Crable
|
|
John
A. Crable
|
|
President and Secretary
|
Each person whose signature appears below hereby constitutes and appoints
Vernon G. Baker, II, and Barbara Novak, and each of them singly, his or her true
and lawful attorney-in-fact and agent, with full power of substitution, and with
full power to them and each of them, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) and supplements to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, and hereby
grants to such attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as he or she might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them, or their or his or her
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the
Securities Act of 1933, this Registration Statement has been signed on the date
set forth below by the following persons in the capacities indicated:
Signature
|
|
Title
|
|
Date
|
/s/ John A.
Crable
|
|
President (principal executive
|
|
February 7
,
2012
|
John
A. Crable
|
|
officer), Secretary and Director
|
|
|
|
|
|
|
|
/s/ Craig
Schmitter
|
|
Director
|
|
February 7
,
2012
|
Craig Schmitter
|
|
|
|
|
|
/s/
Kevin Nowlan
|
|
Vice President, Controller
|
|
February 7
,
2012
|
Kevin Nowlan
|
|
(principal accounting officer)
|
|
|
|
|
and Director
|
|
|
|
/s/ Mary A.
Lehmann
|
|
Senior Vice President and
|
|
February 7
,
2012
|
Mary
A. Lehmann
|
|
Treasurer
|
|
|
|
|
(principal financial officer)
|
|
|
II-14
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
undersigned registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 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
7
th day of
February
,
2012.
ARVIN REPLACEMENT PRODUCTS FINANCE, LLC
|
|
By
|
/s/ John A.
Crable
|
|
John
A. Crable
|
|
President and Secretary
|
Each person whose signature appears
below hereby constitutes and appoints Vernon G. Baker, II, and Barbara Novak,
and each of them singly, his or her true and lawful attorney-in-fact and agent,
with full power of substitution, and with full power to them and each of them,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
and supplements to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and hereby grants to such attorneys-in-fact
and agents full power and authority to do and perform each and every act and
thing requisite and necessary to be done in connection therewith, as fully to
all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or either
of them, or their or his or her substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the
Securities Act of 1933, this Registration Statement has been signed on the date
set forth below by the following persons in the capacities indicated:
Signature
|
|
Title
|
|
Date
|
/s/ John A.
Crable
|
|
President (principal executive
|
|
February 7
,
2012
|
John
A. Crable
|
|
officer), Secretary and Director
|
|
|
|
|
|
|
|
/s/ Craig
Schmitter
|
|
Director
|
|
February 7
,
2012
|
Craig Schmitter
|
|
|
|
|
|
/s/
Kevin Nowlan
|
|
Vice President, Controller
|
|
February 7
,
2012
|
Kevin Nowlan
|
|
(principal accounting officer)
|
|
|
|
|
and Director
|
|
|
|
/s/ Mary A.
Lehmann
|
|
Senior Vice President and
|
|
February 7
,
2012
|
Mary
A. Lehmann
|
|
Treasurer
|
|
|
|
|
(principal financial officer)
|
|
|
II-15
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
undersigned registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 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
7
th day of
February
,
2012.
ARVIN TECHNOLOGIES, INC.
|
|
By
|
/s/ John A.
Crable
|
|
John
A. Crable
|
|
President and Secretary
|
Each person whose signature appears
below hereby constitutes and appoints Vernon G. Baker, II, and Barbara Novak,
and each of them singly, his or her true and lawful attorney-in-fact and agent,
with full power of substitution, and with full power to them and each of them,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
and supplements to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and hereby grants to such attorneys-in-fact
and agents full power and authority to do and perform each and every act and
thing requisite and necessary to be done in connection therewith, as fully to
all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or either
of them, or their or his or her substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the
Securities Act of 1933, this Registration Statement has been signed on the date
set forth below by the following persons in the capacities indicated:
Signature
|
|
Title
|
|
Date
|
/s/ John A.
Crable
|
|
President (principal executive
|
|
February 7
,
2012
|
John
A. Crable
|
|
officer), Secretary and Director
|
|
|
|
|
|
|
|
/s/ Craig
Schmitter
|
|
Director
|
|
February 7
,
2012
|
Craig Schmitter
|
|
|
|
|
|
/s/
Kevin Nowlan
|
|
Vice President, Controller
|
|
February 7
,
2012
|
Kevin Nowlan
|
|
(principal accounting officer)
|
|
|
|
|
and Director
|
|
|
|
/s/ Scott M.
Confer
|
|
Vice President, Assistant
|
|
February 7
,
2012
|
Scott M. Confer
|
|
Secretary and Director
|
|
|
|
/s/ Mary A.
Lehmann
|
|
Senior Vice President and
|
|
February 7
,
2012
|
Mary
A. Lehmann
|
|
Treasurer
|
|
|
|
|
(principal financial officer)
|
|
|
II-16
SIGNATURES
Pursuant to the requirements of the
Securities Act of 1933, the undersigned registrant certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing
on Form S-3 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
7th
day of
February
, 2012.
ARVINMERITOR ASSEMBLY, LLC
|
|
By
|
/s/ John A.
Crable
|
|
John
A. Crable
|
|
President and Secretary
|
Each person whose signature appears
below hereby constitutes and appoints Vernon G. Baker, II, and Barbara Novak,
and each of them singly, his or her true and lawful attorney-in-fact and agent,
with full power of substitution, and with full power to them and each of them,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
and supplements to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and hereby grants to such attorneys-in-fact
and agents full power and authority to do and perform each and every act and
thing requisite and necessary to be done in connection therewith, as fully to
all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or either
of them, or their or his or her substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the
Securities Act of 1933, this Registration Statement has been signed on the date
set forth below by the following persons in the capacities indicated:
Signature
|
|
Title
|
|
Date
|
/s/ John A. Crable
|
|
President (principal executive
|
|
February 7,
2012
|
John A.
Crable
|
|
officer), Secretary and Director
|
|
|
|
|
|
|
|
/s/ Craig Schmitter
|
|
Director
|
|
February 7,
2012
|
Craig
Schmitter
|
|
|
|
|
|
/s/
Kevin Nowlan
|
|
Vice
President, Controller
|
|
February 7,
2012
|
Kevin
Nowlan
|
|
(principal accounting officer)
|
|
|
|
|
and
Director
|
|
|
|
/s/ Mary A. Lehmann
|
|
Senior Vice President and
|
|
February 7,
2012
|
Mary A.
Lehmann
|
|
Treasurer
|
|
|
|
|
(principal financial officer)
|
|
|
II-17
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
undersigned registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 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
7th
day of
February
, 2012.
ARVINMERITOR BRAKE HOLDINGS, INC.
|
|
By
|
/s/ John A.
Crable
|
|
John
A. Crable
|
|
President and Secretary
|
Each person whose signature appears below
hereby constitutes and appoints Vernon G. Baker, II, and Barbara Novak, and each
of them singly, his or her true and lawful attorney-in-fact and agent, with full
power of substitution, and with full power to them and each of them, for him or
her and in his or her name, place and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments) and supplements to
this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, and hereby grants to such attorneys-in-fact and agents full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in connection therewith, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or either of them, or
their or his or her substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the
Securities Act of 1933, this Registration Statement has been signed on the date
set forth below by the following persons in the capacities indicated:
Signature
|
|
Title
|
|
Date
|
/s/ John A.
Crable
|
|
President (principal executive
|
|
February 7,
2012
|
John
A. Crable
|
|
officer), Secretary and Director
|
|
|
|
/s/ Craig
Schmitter
|
|
Director
|
|
February 7,
2012
|
Craig Schmitter
|
|
|
|
|
|
/s/ Kevin Nowlan
|
|
Vice President, Controller
|
|
February 7,
2012
|
Kevin Nowlan
|
|
(principal accounting officer)
|
|
|
|
|
and Director
|
|
|
|
/s/ Mary A.
Lehmann
|
|
Senior Vice President and
|
|
February 7,
2012
|
Mary
A. Lehmann
|
|
Treasurer
|
|
|
|
|
(principal financial officer)
|
|
|
II-18
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
undersigned registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 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
7th
day of
February
, 2012.
ARVINMERITOR FILTERS HOLDING CO., LLC
|
|
By
|
/s/ John A.
Crable
|
|
John
A. Crable
|
|
President and Secretary
|
Each person whose signature appears below
hereby constitutes and appoints Vernon G. Baker, II, and Barbara Novak, and each
of them singly, his or her true and lawful attorney-in-fact and agent, with full
power of substitution, and with full power to them and each of them, for him or
her and in his or her name, place and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments) and supplements to
this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, and hereby grants to such attorneys-in-fact and agents full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in connection therewith, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or either of them, or
their or his or her substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the
Securities Act of 1933, this Registration Statement has been signed on the date
set forth below by the following persons in the capacities indicated:
Signature
|
|
Title
|
|
Date
|
/s/ John A.
Crable
|
|
President (principal executive
|
|
February 7,
2012
|
John
A. Crable
|
|
officer), Secretary and Director
|
|
|
|
/s/ Craig
Schmitter
|
|
Director
|
|
February 7,
2012
|
Craig Schmitter
|
|
|
|
|
|
/s/ Kevin Nowlan
|
|
Vice President, Controller
|
|
February 7,
2012
|
Kevin Nowlan
|
|
(principal accounting officer)
|
|
|
|
|
and Director
|
|
|
|
/s/ Mary A.
Lehmann
|
|
Senior Vice President and
|
|
February 7,
2012
|
Mary
A. Lehmann
|
|
Treasurer
|
|
|
|
|
(principal financial officer)
|
|
|
II-19
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
undersigned registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 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
7th
day of
February
, 2012.
ARVINMERITOR FILTERS OPERATING CO., LLC
|
|
By
|
/s/ John A.
Crable
|
|
John
A. Crable
|
|
President and Secretary
|
Each person whose signature appears below
hereby constitutes and appoints Vernon G. Baker, II, and Barbara Novak, and each
of them singly, his or her true and lawful attorney-in-fact and agent, with full
power of substitution, and with full power to them and each of them, for him or
her and in his or her name, place and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments) and supplements to
this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, and hereby grants to such attorneys-in-fact and agents full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in connection therewith, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or either of them, or
their or his or her substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the
Securities Act of 1933, this Registration Statement has been signed on the date
set forth below by the following persons in the capacities indicated:
Signature
|
|
Title
|
|
Date
|
/s/ John A. Crable
|
|
President (principal executive
|
|
February 7,
2012
|
John
A. Crable
|
|
officer), Secretary and Director
|
|
|
|
/s/ Craig
Schmitter
|
|
Director
|
|
February 7,
2012
|
Craig Schmitter
|
|
|
|
|
|
/s/ Kevin
Nowlan
|
|
Vice President, Controller
|
|
February 7,
2012
|
Kevin Nowlan
|
|
(principal accounting officer)
|
|
|
|
|
and Director
|
|
|
|
/s/ Mary A.
Lehmann
|
|
Senior Vice President and
|
|
February 7,
2012
|
Mary
A. Lehmann
|
|
Treasurer
|
|
|
|
|
(principal financial officer)
|
|
|
II-20
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
undersigned registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 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
7th
day of
February
, 2012.
ARVINMERITOR HOLDINGS, LLC
|
|
By
|
/s/ John A.
Crable
|
|
John
A. Crable
|
|
President and Secretary
|
Each person whose signature appears below
hereby constitutes and appoints Vernon G. Baker, II, and Barbara Novak, and each
of them singly, his or her true and lawful attorney-in-fact and agent, with full
power of substitution, and with full power to them and each of them, for him or
her and in his or her name, place and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments) and supplements to
this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, and hereby grants to such attorneys-in-fact and agents full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in connection therewith, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or either of them, or
their or his or her substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the
Securities Act of 1933, this Registration Statement has been signed on the date
set forth below by the following persons in the capacities indicated:
Signature
|
|
Title
|
|
Date
|
/s/ John A. Crable
|
|
President (principal executive
|
|
February 7,
2012
|
John
A. Crable
|
|
officer), Secretary and Director
|
|
|
|
/s/ Craig
Schmitter
|
|
Director
|
|
February 7,
2012
|
Craig Schmitter
|
|
|
|
|
|
/s/ Kevin
Nowlan
|
|
Vice President, Controller
|
|
February 7,
2012
|
Kevin Nowlan
|
|
(principal accounting officer)
|
|
|
|
|
and Director
|
|
|
|
/s/ Mary A.
Lehmann
|
|
Senior Vice President and
|
|
February 7,
2012
|
Mary
A. Lehmann
|
|
Treasurer
|
|
|
|
|
(principal financial officer)
|
|
|
II-21
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
undersigned registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 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
7th
day of
February
, 2012.
ARVINMERITOR HOLDINGS MEXICO, LLC
|
|
By
|
/s/ John A.
Crable
|
|
John
A. Crable
|
|
President and Secretary
|
Each
person whose signature appears below hereby constitutes and appoints Vernon G.
Baker, II, and Barbara Novak, and each of them singly, his or her true and
lawful attorney-in-fact and agent, with full power of substitution, and with
full power to them and each of them, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) and supplements to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, and hereby
grants to such attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as he or she might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them, or their or his or her
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the
Securities Act of 1933, this Registration Statement has been signed on the date
set forth below by the following persons in the capacities indicated:
Signature
|
|
Title
|
|
Date
|
/s/ John A.
Crable
|
|
President (principal executive
|
|
February 7,
2012
|
John
A. Crable
|
|
officer), Secretary and Director
|
|
|
|
/s/ Craig
Schmitter
|
|
Director
|
|
February 7,
2012
|
Craig Schmitter
|
|
|
|
|
|
/s/ Kevin Nowlan
|
|
Vice President, Controller
|
|
February 7,
2012
|
Kevin Nowlan
|
|
(principal accounting officer)
|
|
|
|
|
and Director
|
|
|
|
/s/ Mary A.
Lehmann
|
|
Senior Vice President and
|
|
February 7,
2012
|
Mary
A. Lehmann
|
|
Treasurer
|
|
|
|
|
(principal financial officer)
|
|
|
II-22
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
undersigned registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 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
7th
day of
February
, 2012.
ARVINMERITOR, INC.
|
|
By
|
/s/ John A.
Crable
|
|
John
A. Crable
|
|
President and Secretary
|
Each
person whose signature appears below hereby constitutes and appoints Vernon G.
Baker, II, and Barbara Novak, and each of them singly, his or her true and
lawful attorney-in-fact and agent, with full power of substitution, and with
full power to them and each of them, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) and supplements to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, and hereby
grants to such attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as he or she might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them, or their or his or her
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the
Securities Act of 1933, this Registration Statement has been signed on the date
set forth below by the following persons in the capacities indicated:
Signature
|
|
Title
|
|
Date
|
/s/ John A. Crable
|
|
President (principal executive
|
|
February 7,
2012
|
John
A. Crable
|
|
officer), Secretary and Director
|
|
|
|
/s/ Craig
Schmitter
|
|
Director
|
|
February 7,
2012
|
Craig Schmitter
|
|
|
|
|
|
/s/ Kevin
Nowlan
|
|
Vice President, Controller
|
|
February 7,
2012
|
Kevin Nowlan
|
|
(principal accounting officer)
|
|
|
|
|
and Director
|
|
|
|
/s/ Mary A.
Lehmann
|
|
Senior Vice President and
|
|
February 7,
2012
|
Mary
A. Lehmann
|
|
Treasurer
|
|
|
|
|
(principal financial officer)
|
|
|
II-23
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
undersigned registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S3 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
7th
day of
February
, 2012.
ARVINMERITOR INVESTMENTS, LLC
|
|
By
|
/s/ John A.
Crable
|
|
John
A. Crable
|
|
President and Secretary
|
Each person whose signature appears below
hereby constitutes and appoints Vernon G. Baker, II, and Barbara Novak, and each
of them singly, his or her true and lawful attorney-in-fact and agent, with full
power of substitution, and with full power to them and each of them, for him or
her and in his or her name, place and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments) and supplements to
this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, and hereby grants to such attorneys-in-fact and agents full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in connection therewith, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or either of them, or
their or his or her substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the
Securities Act of 1933, this Registration Statement has been signed on the date
set forth below by the following persons in the capacities indicated:
Signature
|
|
Title
|
|
Date
|
/s/ John A. Crable
|
|
President (principal executive
|
|
February 7,
2012
|
John
A. Crable
|
|
officer), Secretary and Director
|
|
|
|
/s/ Craig
Schmitter
|
|
Director
|
|
February 7,
2012
|
Craig Schmitter
|
|
|
|
|
|
/s/ Kevin
Nowlan
|
|
Vice President, Controller
|
|
February 7,
2012
|
Kevin Nowlan
|
|
(principal accounting officer)
|
|
|
|
|
and Director
|
|
|
|
/s/ Mary A.
Lehmann
|
|
Senior Vice President and
|
|
February 7,
2012
|
Mary
A. Lehmann
|
|
Treasurer
|
|
|
|
|
(principal financial officer)
|
|
|
II-24
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
undersigned registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Troy, Michigan, on the
7th
day of
February
, 2012.
ARVINMERITOR LIMITED
|
|
By
|
/s/ Craig
Schmitter
|
|
Craig Schmitter
|
|
Director
|
Each
person whose signature appears below hereby constitutes and appoints Vernon G.
Baker, II, and Barbara Novak, and each of them singly, his or her true and
lawful attorney-in-fact and agent, with full power of substitution, and with
full power to them and each of them, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) and supplements to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, and hereby
grants to such attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as he or she might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them, or their or his or her
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the
Securities Act of 1933, this Registration Statement has been signed on the date
set forth below by the following persons in the capacities indicated:
Signature
|
|
Title
|
|
Date
|
/s/ Kevin
Nowlan
|
|
Principal Executive Officer,
|
|
February 7,
2012
|
Kevin Nowlan
|
|
Director and Authorized U.S.
|
|
|
|
|
Representative
|
|
|
|
/s/ Craig
Schmitter
|
|
Principal Financial and
|
|
February 7,
2012
|
Craig Schmitter
|
|
Accounting Officer and Director
|
|
|
II-25
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
undersigned registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 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
7th
day of
February
, 2012.
ARVINMERITOR OE, LLC
|
|
By
|
/s/ John A.
Crable
|
|
John
A. Crable
|
|
President and Secretary
|
Each person whose signature appears below
hereby constitutes and appoints Vernon G. Baker, II, and Barbara Novak, and each
of them singly, his or her true and lawful attorney-in-fact and agent, with full
power of substitution, and with full power to them and each of them, for him or
her and in his or her name, place and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments) and supplements to
this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, and hereby grants to such attorneys-in-fact and agents full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in connection therewith, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or either of them, or
their or his or her substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the
Securities Act of 1933, this Registration Statement has been signed on the date
set forth below by the following persons in the capacities indicated:
Signature
|
|
Title
|
|
Date
|
/s/ John A. Crable
|
|
President (principal executive
|
|
February 7,
2012
|
John
A. Crable
|
|
officer), Secretary and Director
|
|
|
|
/s/ Craig
Schmitter
|
|
Director
|
|
February 7,
2012
|
Craig Schmitter
|
|
|
|
|
|
/s/ Kevin
Nowlan
|
|
Vice President, Controller
|
|
February 7,
2012
|
Kevin Nowlan
|
|
(principal accounting officer)
|
|
|
|
|
and Director
|
|
|
|
/s/ Mary A.
Lehmann
|
|
Senior Vice President and
|
|
February 7,
2012
|
Mary
A. Lehmann
|
|
Treasurer (principal financial
|
|
|
|
|
officer)
|
|
|
II-26
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
undersigned registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 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
7th
day of
February
, 2012.
ARVINMERITOR SWEDEN AB
|
|
By
|
/s/ Stephen A.
Gudgel
|
|
Stephen A. Gudgel
|
|
Chairman
|
Each
person whose signature appears below hereby constitutes and appoints Vernon G.
Baker, II, and Barbara Novak, and each of them singly, his or her true and
lawful attorney-in-fact and agent, with full power of substitution, and with
full power to them and each of them, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) and supplements to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, and hereby
grants to such attorneys-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as he or she might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them, or their or his or her
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the
Securities Act of 1933, this Registration Statement has been signed on the date
set forth below by the following persons in the capacities indicated:
Signature
|
|
Title
|
|
Date
|
/s/ Stephen A.
Gudgel
|
|
Principal Executive Officer,
|
|
February 7,
2012
|
Stephen A. Gudgel
|
|
Chairman and Director
|
|
|
|
/s/ Charles
Molnar
|
|
Principal Financial and
|
|
February 7,
2012
|
Charles Molnar
|
|
Accounting Officer Director
|
|
|
|
/s/
Birgitta Ewerlöf
|
|
Director
|
|
February 7,
2012
|
Birgitta
Ewerlöf
|
|
|
|
|
|
/s/ Barbara
Novak
|
|
Authorized U.S. Representative
|
|
February 7,
2012
|
Barbara Novak
|
|
|
|
|
II-27
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
undersigned registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 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
7th
day of
February
, 2012.
ARVINMERITOR TECHNOLOGY, LLC
|
|
By
|
/s/ John A.
Crable
|
|
John
A. Crable
|
|
President and Secretary
|
Each person whose signature appears below
hereby constitutes and appoints Vernon G. Baker, II, and Barbara Novak, and each
of them singly, his or her true and lawful attorney-in-fact and agent, with full
power of substitution, and with full power to them and each of them, for him or
her and in his or her name, place and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments) and supplements to
this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, and hereby grants to such attorneys-in-fact and agents full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in connection therewith, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or either of them, or
their or his or her substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the
Securities Act of 1933, this Registration Statement has been signed on the date
set forth below by the following persons in the capacities indicated:
Signature
|
|
Title
|
|
Date
|
/s/ John A.
Crable
|
|
President (principal executive
|
|
February 7,
2012
|
John
A. Crable
|
|
officer), Secretary and Director
|
|
|
|
/s/ Scott M.
Confer
|
|
Vice President, Assistant
|
|
February 7,
2012
|
Scott M. Confer
|
|
Secretary and Director
|
|
|
|
/s/ Craig
Schmitter
|
|
Director
|
|
February 7,
2012
|
Craig Schmitter
|
|
|
|
|
|
/s/ Kevin Nowlan
|
|
Vice President, Controller
|
|
February 7,
2012
|
Kevin Nowlan
|
|
(principal accounting officer)
|
|
|
|
|
and Director
|
|
|
|
/s/ Mary A.
Lehmann
|
|
Senior Vice President and
|
|
February 7,
2012
|
Mary
A. Lehmann
|
|
Treasurer (principal financial
|
|
|
|
|
officer)
|
|
|
II-28
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
undersigned registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 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
7th
day of
February
, 2012.
|
ARVINYL WEST, INC.
|
|
|
|
|
By
|
/s/ John A.
Crable
|
|
|
John
A. Crable
|
|
|
President and Secretary
|
Each person whose signature appears below
hereby constitutes and appoints Vernon G. Baker, II, and Barbara Novak, and each
of them singly, his or her true and lawful attorney-in-fact and agent, with full
power of substitution, and with full power to them and each of them, for him or
her and in his or her name, place and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments) and supplements to
this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, and hereby grants to such attorneys-in-fact and agents full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in connection therewith, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or either of them, or
their or his or her substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the
Securities Act of 1933, this Registration Statement has been signed on the date
set forth below by the following persons in the capacities indicated:
Signature
|
|
Title
|
|
Date
|
/s/ John A.
Crable
|
|
President (principal executive
|
|
February 7,
2012
|
John
A. Crable
|
|
officer), Secretary and Director
|
|
|
|
|
|
|
|
/s/ Craig
Schmitter
|
|
Director
|
|
February 7,
2012
|
Craig Schmitter
|
|
|
|
|
|
|
|
|
|
/s/ Kevin Nowlan
|
|
Vice President, Controller
|
|
February 7,
2012
|
Kevin Nowlan
|
|
(principal accounting officer)
|
|
|
|
|
and Director
|
|
|
|
|
|
|
|
/s/ Mary A.
Lehmann
|
|
Senior Vice President and
|
|
February 7,
2012
|
Mary
A. Lehmann
|
|
Treasurer (principal financial
|
|
|
|
|
officer)
|
|
|
II-29
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
undersigned registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 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
7th
day of
February
, 2012.
|
AVM, INC.
|
|
|
|
|
By
|
/s/ John A.
Crable
|
|
|
John
A. Crable
|
|
|
President and Secretary
|
Each person whose signature appears below
hereby constitutes and appoints Vernon G. Baker, II, and Barbara Novak, and each
of them singly, his or her true and lawful attorney-in-fact and agent, with full
power of substitution, and with full power to them and each of them, for him or
her and in his or her name, place and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments) and supplements to
this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, and hereby grants to such attorneys-in-fact and agents full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in connection therewith, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or either of them, or
their or his or her substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the
Securities Act of 1933, this Registration Statement has been signed on the date
set forth below by the following persons in the capacities indicated:
Signature
|
|
Title
|
|
Date
|
/s/ John A.
Crable
|
|
President (principal executive
|
|
February 7,
2012
|
John
A. Crable
|
|
officer), Secretary and Director
|
|
|
|
|
|
|
|
/s/ Craig
Schmitter
|
|
Director
|
|
February 7,
2012
|
Craig Schmitter
|
|
|
|
|
|
|
|
|
|
/s/ Kevin Nowlan
|
|
Vice President, Controller
|
|
February 7,
2012
|
Kevin Nowlan
|
|
(principal accounting officer)
|
|
|
|
|
and Director
|
|
|
|
|
|
|
|
/s/ Mary A.
Lehmann
|
|
Senior Vice President and
|
|
February 7,
2012
|
Mary
A. Lehmann
|
|
Treasurer (principal financial
|
|
|
|
|
officer)
|
|
|
II-30
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
undersigned registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 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
7th
day of
February
, 2012.
|
EUCLID INDUSTRIES, LLC
|
|
|
|
|
By
|
/s/ John A.
Crable
|
|
|
John
A. Crable
|
|
|
President and Secretary
|
Each person whose signature appears below
hereby constitutes and appoints Vernon G. Baker, II, and Barbara Novak, and each
of them singly, his or her true and lawful attorney-in-fact and agent, with full
power of substitution, and with full power to them and each of them, for him or
her and in his or her name, place and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments) and supplements to
this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, and hereby grants to such attorneys-in-fact and agents full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in connection therewith, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or either of them, or
their or his or her substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the
Securities Act of 1933, this Registration Statement has been signed on the date
set forth below by the following persons in the capacities indicated:
Signature
|
|
Title
|
|
Date
|
/s/ John A.
Crable
|
|
President (principal executive
|
|
February 7,
2012
|
John
A. Crable
|
|
officer), Secretary and Director
|
|
|
|
|
|
|
|
/s/ Craig
Schmitter
|
|
Director
|
|
February 7,
2012
|
Craig Schmitter
|
|
|
|
|
|
|
|
|
|
/s/ Kevin Nowlan
|
|
Vice President, Controller
|
|
February 7,
2012
|
Kevin Nowlan
|
|
(principal accounting officer)
|
|
|
|
|
and Director
|
|
|
|
|
|
|
|
/s/ Mary A.
Lehmann
|
|
Senior Vice President and
|
|
February 7,
2012
|
Mary
A. Lehmann
|
|
Treasurer (principal financial
|
|
|
|
|
officer)
|
|
|
II-31
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
undersigned registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 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
7th
day of
February
, 2012.
|
GABRIEL EUROPE, INC.
|
|
|
|
|
By
|
/s/ John A.
Crable
|
|
|
John
A. Crable
|
|
|
President and Secretary
|
Each person whose signature appears below
hereby constitutes and appoints Vernon G. Baker, II, and Barbara Novak, and each
of them singly, his or her true and lawful attorney-in-fact and agent, with full
power of substitution, and with full power to them and each of them, for him or
her and in his or her name, place and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments) and supplements to
this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, and hereby grants to such attorneys-in-fact and agents full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in connection therewith, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or either of them, or
their or his or her substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the
Securities Act of 1933, this Registration Statement has been signed on the date
set forth below by the following persons in the capacities indicated:
Signature
|
|
Title
|
|
Date
|
/s/ John A.
Crable
|
|
President (principal executive
|
|
February 7,
2012
|
John
A. Crable
|
|
officer), Secretary and Director
|
|
|
|
|
|
|
|
/s/ Craig
Schmitter
|
|
Director
|
|
February 7,
2012
|
Craig Schmitter
|
|
|
|
|
|
|
|
|
|
/s/ Kevin Nowlan
|
|
Vice President, Controller
|
|
February 7,
2012
|
Kevin Nowlan
|
|
(principal accounting officer)
|
|
|
|
|
and Director
|
|
|
|
|
|
|
|
/s/ Mary A.
Lehmann
|
|
Senior Vice President and
|
|
February 7,
2012
|
Mary
A. Lehmann
|
|
Treasurer (principal financial
|
|
|
|
|
officer)
|
|
|
II-32
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
undersigned registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 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
7th
day of
February
, 2012.
|
MAREMONT CORPORATION
|
|
|
|
|
By
|
/s/ John A.
Crable
|
|
|
John
A. Crable
|
|
|
President and Secretary
|
Each person whose signature appears below
hereby constitutes and appoints Vernon G. Baker, II, and Barbara Novak, and each
of them singly, his or her true and lawful attorney-in-fact and agent, with full
power of substitution, and with full power to them and each of them, for him or
her and in his or her name, place and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments) and supplements to
this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, and hereby grants to such attorneys-in-fact and agents full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in connection therewith, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or either of them, or
their or his or her substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the
Securities Act of 1933, this Registration Statement has been signed on the date
set forth below by the following persons in the capacities indicated:
Signature
|
|
Title
|
|
Date
|
/s/ John A. Crable
|
|
President (principal executive
|
|
February 7,
2012
|
John A.
Crable
|
|
officer), Secretary and Director
|
|
|
|
|
|
|
|
/s/ Craig Schmitter
|
|
Director
|
|
February 7,
2012
|
Craig
Schmitter
|
|
|
|
|
|
|
|
|
|
/s/ Kevin Nowlan
|
|
Vice
President, Controller
|
|
February 7,
2012
|
Kevin
Nowlan
|
|
(principal accounting officer)
|
|
|
|
|
and
Director
|
|
|
|
|
|
|
|
/s/ Mary A. Lehmann
|
|
Senior Vice President and
|
|
February 7,
2012
|
Mary A.
Lehmann
|
|
Treasurer (principal financial
|
|
|
|
|
officer)
|
|
|
II-33
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
undersigned registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 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
7th
day of
February
, 2012.
|
MAREMONT EXHAUST PRODUCTS, INC.
|
|
|
|
|
By
|
/s/ John A.
Crable
|
|
|
John
A. Crable
|
|
|
President and Secretary
|
Each person whose signature appears below
hereby constitutes and appoints Vernon G. Baker, II, and Barbara Novak, and each
of them singly, his or her true and lawful attorney-in-fact and agent, with full
power of substitution, and with full power to them and each of them, for him or
her and in his or her name, place and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments) and supplements to
this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, and hereby grants to such attorneys-in-fact and agents full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in connection therewith, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or either of them, or
their or his or her substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the
Securities Act of 1933, this Registration Statement has been signed on the date
set forth below by the following persons in the capacities indicated:
Signature
|
|
Title
|
|
Date
|
/s/ John A. Crable
|
|
President (principal executive
|
|
February 7,
2012
|
John A.
Crable
|
|
officer), Secretary and Director
|
|
|
|
|
|
|
|
/s/ Craig Schmitter
|
|
Director
|
|
February 7,
2012
|
Craig
Schmitter
|
|
|
|
|
|
|
|
|
|
/s/ Kevin Nowlan
|
|
Vice
President, Controller
|
|
February 7,
2012
|
Kevin
Nowlan
|
|
(principal accounting officer)
|
|
|
|
|
and
Director
|
|
|
|
|
|
|
|
/s/ Mary A. Lehmann
|
|
Senior Vice President and
|
|
February 7,
2012
|
Mary A.
Lehmann
|
|
Treasurer (principal financial
|
|
|
|
|
officer)
|
|
|
II-34
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
undersigned registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 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
7th
day of
February
, 2012.
|
MERITOR AFTERMARKET USA, LLC
|
|
|
|
|
By
|
/s/ Joseph
Mejaly
|
|
|
Joseph Mejaly
|
|
|
President
|
Each person whose signature appears below
hereby constitutes and appoints Vernon G. Baker, II, and Barbara Novak, and each
of them singly, his or her true and lawful attorney-in-fact and agent, with full
power of substitution, and with full power to them and each of them, for him or
her and in his or her name, place and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments) and supplements to
this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, and hereby grants to such attorneys-in-fact and agents full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in connection therewith, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or either of them, or
their or his or her substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the
Securities Act of 1933, this Registration Statement has been signed on the date
set forth below by the following persons in the capacities indicated:
Signature
|
|
Title
|
|
Date
|
/s/ Joseph Mejaly
|
|
President (principal executive
|
|
February 7,
2012
|
Joseph
Mejaly
|
|
officer) and Director
|
|
|
|
/s/ Vernon G. Baker, II
|
|
Senior Vice President and
|
|
February 7,
2012
|
Vernon G. Baker,
II
|
|
Director
|
|
|
|
/s/ John A. Crable
|
|
Vice
President, Secretary and
|
|
February 7,
2012
|
John A.
Crable
|
|
Director
|
|
|
|
/s/ Kevin Nowlan
|
|
Vice
President, Controller
|
|
February 7,
2012
|
Kevin
Nowlan
|
|
(principal accounting officer)
|
|
|
|
|
and
Director
|
|
|
|
/s/ Mary A. Lehmann
|
|
Senior Vice President and
|
|
February 7,
2012
|
Mary A.
Lehmann
|
|
Treasurer (principal financial
|
|
|
|
|
officer)
|
|
|
II-35
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
undersigned registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 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
7th
day of
February
, 2012.
|
MERITOR CAYMAN ISLANDS, LTD.
|
|
|
|
|
By
|
/s/ Mary A.
Lehmann
|
|
|
Mary
A. Lehmann
|
|
|
Treasurer
|
Each person whose signature appears below
hereby constitutes and appoints Vernon G. Baker, II, and Barbara Novak, and each
of them singly, his or her true and lawful attorney-in-fact and agent, with full
power of substitution, and with full power to them and each of them, for him or
her and in his or her name, place and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments) and supplements to
this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, and hereby grants to such attorneys-in-fact and agents full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in connection therewith, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or either of them, or
their or his or her substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the
Securities Act of 1933, this Registration Statement has been signed on the date
set forth below by the following persons in the capacities indicated:
Signature
|
|
Title
|
|
Date
|
/s/ Jeffrey A. Craig
|
|
President (principal executive
|
|
February 7,
2012
|
Jeffrey A.
Craig
|
|
and
financial officer), Director
|
|
|
|
|
and
Authorized U.S.
|
|
|
|
|
Representative
|
|
|
|
/s/ Vernon G. Baker, II
|
|
Director
|
|
February 7,
2012
|
Vernon G. Baker,
II
|
|
|
|
|
|
/s/ John A. Crable
|
|
Director
|
|
February 7,
2012
|
John A.
Crable
|
|
|
|
|
|
/s/ Mary A. Lehmann
|
|
Treasurer (principal accounting
|
|
February 7,
2012
|
Mary A.
Lehmann
|
|
officer)
|
|
|
II-36
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
undersigned registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 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
7th
day of
February
, 2012.
|
MERITOR HEAVY VEHICLE BRAKING SYSTEMS
|
|
(U.S.A.), LLC
|
|
|
|
|
By
|
/s/ Timothy
Bowes
|
|
|
Timothy Bowes
|
|
|
President
|
Each person whose signature appears below
hereby constitutes and appoints Vernon G. Baker, II, and Barbara Novak, and each
of them singly, his or her true and lawful attorney-in-fact and agent, with full
power of substitution, and with full power to them and each of them, for him or
her and in his or her name, place and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments) and supplements to
this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, and hereby grants to such attorneys-in-fact and agents full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in connection therewith, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or either of them, or
their or his or her substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the
Securities Act of 1933, this Registration Statement has been signed on the date
set forth below by the following persons in the capacities indicated:
Signature
|
|
Title
|
|
Date
|
/s/ Timothy Bowes
|
|
President (principal executive
|
|
February 7,
2012
|
Timothy
Bowes
|
|
officer) and Director
|
|
|
|
/s/ Vernon G. Baker, II
|
|
Senior Vice President and
|
|
February 7,
2012
|
Vernon G. Baker,
II
|
|
Director
|
|
|
|
/s/ John A. Crable
|
|
Vice
President, Secretary and
|
|
February 7,
2012
|
John A.
Crable
|
|
Director
|
|
|
|
/s/ Kevin Nowlan
|
|
Vice
President, Controller
|
|
February 7,
2012
|
Kevin
Nowlan
|
|
(principal accounting officer)
|
|
|
|
|
and
Director
|
|
|
|
/s/ Mary A. Lehmann
|
|
Senior Vice President and
|
|
February 7,
2012
|
Mary A.
Lehmann
|
|
Treasurer (principal financial
|
|
|
|
|
officer)
|
|
|
II-37
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
undersigned registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 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
7th
day of
February
, 2012.
|
MERITOR HEAVY VEHICLE SYSTEMS, LLC
|
|
|
|
|
By
|
/s/ Timothy
Bowes
|
|
|
Timothy Bowes
|
|
|
President
|
Each person whose signature appears below
hereby constitutes and appoints Vernon G. Baker, II, and Barbara Novak, and each
of them singly, his or her true and lawful attorney-in-fact and agent, with full
power of substitution, and with full power to them and each of them, for him or
her and in his or her name, place and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments) and supplements to
this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, and hereby grants to such attorneys-in-fact and agents full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in connection therewith, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or either of them, or
their or his or her substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the
Securities Act of 1933, this Registration Statement has been signed on the date
set forth below by the following persons in the capacities indicated:
Signature
|
|
Title
|
|
Date
|
/s/ Timothy Bowes
|
|
President (principal executive
|
|
February 7,
2012
|
Timothy
Bowes
|
|
officer) and Director
|
|
|
|
/s/ Vernon G. Baker, II
|
|
Senior Vice President and
|
|
February 7,
2012
|
Vernon G. Baker,
II
|
|
Director
|
|
|
|
/s/ Jeffrey A. Craig
|
|
Senior Vice President and
|
|
February 7,
2012
|
Jeffrey A.
Craig
|
|
Director
|
|
|
|
/s/ John A. Crable
|
|
Vice
President, Secretary and
|
|
February 7,
2012
|
John A.
Crable
|
|
Director
|
|
|
|
/s/ Kevin Nowlan
|
|
Vice
President and Controller
|
|
February 7,
2012
|
Kevin
Nowlan
|
|
(principal accounting officer)
|
|
|
|
/s/ Mary A. Lehmann
|
|
Senior Vice President and
|
|
February 7,
2012
|
Mary A.
Lehmann
|
|
Treasurer (principal financial
|
|
|
|
|
officer)
|
|
|
II-38
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
undersigned registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 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
7
th day of
February
, 2012.
|
MERITOR HEAVY VEHICLE SYSTEMS
|
|
(SINGAPORE) PTE., LTD.
|
|
|
|
|
By
|
/s/ Timothy
Bowes
|
|
|
Timothy Bowes
|
|
|
President
|
Each person whose signature appears below
hereby constitutes and appoints Vernon G. Baker, II, and Barbara Novak, and each
of them singly, his or her true and lawful attorney-in-fact and agent, with full
power of substitution, and with full power to them and each of them, for him or
her and in his or her name, place and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments) and supplements to
this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, and hereby grants to such attorneys-in-fact and agents full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in connection therewith, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or either of them, or
their or his or her substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the
Securities Act of 1933, this Registration Statement has been signed on the date
set forth below by the following persons in the capacities indicated:
Signature
|
|
Title
|
|
Date
|
/s/ Timothy
Bowes
|
|
President (principal executive
|
|
February 7
,
2012
|
Timothy Bowes
|
|
officer), Director and
|
|
|
|
|
Authorized U.S. Representative
|
|
|
|
/s/ Vernon G. Baker,
II
|
|
Senior Vice President and
|
|
February 7
,
2012
|
Vernon G. Baker, II
|
|
Director
|
|
|
|
/s/ John A.
Crable
|
|
Vice President, Secretary and
|
|
February 7
,
2012
|
John
A. Crable
|
|
Director
|
|
|
|
/s/ Kevin Nowlan
|
|
Vice President, Controller
|
|
February 7
,
2012
|
Kevin Nowlan
|
|
(principal accounting officer)
|
|
|
|
|
and Director
|
|
|
|
/s/ Mary A.
Lehmann
|
|
Senior Vice President and
|
|
February 7
,
2012
|
Mary
A. Lehmann
|
|
Treasurer (principal financial
|
|
|
|
|
officer)
|
|
|
II-39
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
undersigned registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 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
7
th day of
February
, 2012.
MERITOR HEAVY VEHICLE SYSTEMS
|
(VENEZUELA), INC.
|
|
By
|
/s/ John A.
Crable
|
|
John
A. Crable
|
|
President and Secretary
|
Each person whose signature appears below
hereby constitutes and appoints Vernon G. Baker, II, and Barbara Novak, and each
of them singly, his or her true and lawful attorney-in-fact and agent, with full
power of substitution, and with full power to them and each of them, for him or
her and in his or her name, place and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments) and supplements to
this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, and hereby grants to such attorneys-in-fact and agents full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in connection therewith, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or either of them, or
their or his or her substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the
Securities Act of 1933, this Registration Statement has been signed on the date
set forth below by the following persons in the capacities indicated:
Signature
|
|
Title
|
|
Date
|
/s/
|
John A. Crable
|
|
President (principal executive
|
|
February 7
,
2012
|
John A. Crable
|
|
officer), Secretary and Director
|
|
|
|
/s/
|
Craig Schmitter
|
|
Director
|
|
February 7
,
2012
|
Craig Schmitter
|
|
|
|
|
|
/s/
|
Kevin Nowlan
|
|
Vice President, Controller
|
|
February 7
,
2012
|
Kevin Nowlan
|
|
(principal accounting officer)
|
|
|
|
|
|
and Director
|
|
|
|
/s/
|
Mary A. Lehmann
|
|
Senior Vice President and
|
|
February 7
,
2012
|
Mary A. Lehmann
|
|
Treasurer (principal financial
|
|
|
|
|
|
officer)
|
|
|
II-40
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
undersigned registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Hoofddorp, the Netherlands, on
the
7
th day of
February
, 2012.
MERITOR HOLDINGS NETHERLANDS B.V.
|
|
By
|
/s/ John A.
Crable
|
|
John
A. Crable
|
|
Managing Director
|
Each person whose signature appears below
hereby constitutes and appoints Vernon G. Baker, II, and Barbara Novak, and each
of them singly, his or her true and lawful attorney-in-fact and agent, with full
power of substitution, and with full power to them and each of them, for him or
her and in his or her name, place and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments) and supplements to
this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, and hereby grants to such attorneys-in-fact and agents full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in connection therewith, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or either of them, or
their or his or her substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the
Securities Act of 1933, this Registration Statement has been signed on the date
set forth below by the following persons in the capacities indicated:
Signature
|
|
Title
|
|
Date
|
/s/
|
John A. Crable
|
|
Principal Executive Officer and
|
|
February 7
,
2012
|
John A. Crable
|
|
Managing Director
|
|
|
|
/s/
|
Arnie
Nai-Chung-Tong
|
|
Principal Financial Officer,
|
|
February 7
,
2012
|
Arnie Nai-Chung-Tong
|
|
Principal Accounting Officer
|
|
|
|
|
|
and Managing Director
|
|
|
|
/s/
|
Barbara Novak
|
|
Authorized U.S. Representative
|
|
February 7
,
2012
|
Barbara Novak
|
|
|
|
|
II-41
SIGNATURES
Pursuant to the requirements of the Securities Act
of 1933, the undersigned registrant certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 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
7
th
day of
February
, 2012.
MERITOR, INC., A NEVADA CORPORATION
|
|
By
|
/s/ John A.
Crable
|
|
John
A. Crable
|
|
President and Assistant
Secretary
|
Each person whose signature appears below
hereby constitutes and appoints Vernon G. Baker, II, and Barbara Novak, and each
of them singly, his or her true and lawful attorney-in-fact and agent, with full
power of substitution, and with full power to them and each of them, for him or
her and in his or her name, place and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments) and supplements to
this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, and hereby grants to such attorneys-in-fact and agents full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in connection therewith, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or either of them, or
their or his or her substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the
Securities Act of 1933, this Registration Statement has been signed on the date
set forth below by the following persons in the capacities indicated:
Signature
|
|
Title
|
|
Date
|
/s/
|
John A. Crable
|
|
President (principal executive
|
|
February 7
,
2012
|
John A. Crable
|
|
officer), Assistant Secretary and
|
|
|
|
|
|
Director
|
|
|
|
/s/
|
Craig Schmitter
|
|
Director
|
|
February 7
,
2012
|
Craig Schmitter
|
|
|
|
|
|
/s/
|
Kevin Nowlan
|
|
Vice President, Controller
|
|
February 7
,
2012
|
Kevin Nowlan
|
|
(principal accounting officer)
|
|
|
|
|
|
and Director
|
|
|
|
/s/
|
Mary A. Lehmann
|
|
Vice President and Treasurer
|
|
February 7
,
2012
|
Mary A. Lehmann
|
|
(principal financial officer)
|
|
|
|
/s/
|
Barbara Novak
|
|
Vice President and Secretary
|
|
February 7
,
2012
|
Barbara Novak
|
|
|
|
|
II-42
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
undersigned registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 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
7
th day of
February
, 2012.
MERITOR LUXEMBOURG S.A.R.L.
|
|
By
|
/s/ John A.
Crable
|
|
John
A. Crable
|
|
Manager (Gerant)
|
Each person whose signature appears below
hereby constitutes and appoints Vernon G. Baker, II, and Barbara Novak, and each
of them singly, his or her true and lawful attorney-in-fact and agent, with full
power of substitution, and with full power to them and each of them, for him or
her and in his or her name, place and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments) and supplements to
this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, and hereby grants to such attorneys-in-fact and agents full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in connection therewith, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or either of them, or
their or his or her substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the
Securities Act of 1933, this Registration Statement has been signed on the date
set forth below by the following persons in the capacities indicated:
Signature
|
|
Title
|
|
Date
|
/s/ John A.
Crable
|
|
Manager (Gerant, principal
|
|
February 7
,
2012
|
John
A. Crable
|
|
executive, financial and
|
|
|
|
|
accounting officer), Director
|
|
|
|
|
and Authorized U.S.
|
|
|
|
|
Representative
|
|
|
II-43
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
undersigned registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 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
7
th day of
February
, 2012.
MERITOR MANAGEMENT, INC.
|
|
By
|
/s/ John A.
Crable
|
|
John
A. Crable
|
|
President and Secretary
|
Each person whose signature appears below
hereby constitutes and appoints Vernon G. Baker, II, and Barbara Novak, and each
of them singly, his or her true and lawful attorney-in-fact and agent, with full
power of substitution, and with full power to them and each of them, for him or
her and in his or her name, place and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments) and supplements to
this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, and hereby grants to such attorneys-in-fact and agents full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in connection therewith, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or either of them, or
their or his or her substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the
Securities Act of 1933, this Registration Statement has been signed on the date
set forth below by the following persons in the capacities indicated:
Signature
|
|
Title
|
|
Date
|
/s/
|
John A. Crable
|
|
President (principal executive
|
|
February 7
, 2012
|
John A. Crable
|
|
officer), Secretary and Director
|
|
|
|
/s/
|
Craig Schmitter
|
|
Director
|
|
February 7
,
2012
|
Craig Schmitter
|
|
|
|
|
|
/s/
|
Kevin Nowlan
|
|
Vice President, Controller
|
|
February 7
,
2012
|
Kevin Nowlan
|
|
(principal accounting officer)
|
|
|
|
|
|
and Director
|
|
|
|
/s/
|
Mary A. Lehmann
|
|
Senior Vice President and
|
|
February 7
,
2012
|
Mary A. Lehmann
|
|
Treasurer (principal financial
|
|
|
|
|
|
officer)
|
|
|
II-44
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
undersigned registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 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
7
th day of
February
, 2012.
MERITOR NETHERLANDS B.V.
|
|
By
|
/s/ John A.
Crable
|
|
John
A. Crable
|
|
Managing Director
|
Each person whose signature appears below
hereby constitutes and appoints Vernon G. Baker, II, and Barbara Novak, and each
of them singly, his or her true and lawful attorney-in-fact and agent, with full
power of substitution, and with full power to them and each of them, for him or
her and in his or her name, place and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments) and supplements to
this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, and hereby grants to such attorneys-in-fact and agents full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in connection therewith, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or either of them, or
their or his or her substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the
Securities Act of 1933, this Registration Statement has been signed on the date
set forth below by the following persons in the capacities indicated:
Signature
|
|
Title
|
|
Date
|
/s/
|
John A. Crable
|
|
Principal Executive Officer
|
|
February 7
,
2012
|
John A. Crable
|
|
and Managing Director
|
|
|
|
/s/
|
Arnie
Nai-Chung-Tong
|
|
Principal Financial Officer,
|
|
February 7
,
2012
|
Arnie Nai-Chung-Tong
|
|
Principal Accounting Officer
|
|
|
|
|
|
and Managing Director
|
|
|
|
/s/
|
Barbara Novak
|
|
Authorized U.S.
|
|
February 7
,
2012
|
Barbara Novak
|
|
Representative
|
|
|
II-45
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
undersigned registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 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
7
th day of
February
, 2012.
MERITOR TECHNOLOGY, LLC
|
|
By
|
/s/ John A.
Crable
|
|
John
A. Crable
|
|
President and Secretary
|
Each person whose signature appears below
hereby constitutes and appoints Vernon G. Baker, II, and Barbara Novak, and each
of them singly, his or her true and lawful attorney-in-fact and agent, with full
power of substitution, and with full power to them and each of them, for him or
her and in his or her name, place and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments) and supplements to
this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, and hereby grants to such attorneys-in-fact and agents full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in connection therewith, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or either of them, or
their or his or her substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the
Securities Act of 1933, this Registration Statement has been signed on the date
set forth below by the following persons in the capacities indicated:
Signature
|
|
Title
|
|
Date
|
/s/
|
John A. Crable
|
|
President (principal executive
|
|
February 7
,
2012
|
John A. Crable
|
|
officer), Secretary and Director
|
|
|
|
/s/
|
Kevin Nowlan
|
|
Vice President, Controller
|
|
February 7
,
2012
|
Kevin Nowlan
|
|
(principal accounting officer)
|
|
|
|
|
|
and Director
|
|
|
|
/s/
|
Scott M. Confer
|
|
Vice President, Assistant
|
|
February 7
,
2012
|
Scott M. Confer
|
|
Secretary and Director
|
|
|
|
/s/
|
Mary A. Lehmann
|
|
Senior Vice President and
|
|
February 7
,
2012
|
Mary A. Lehmann
|
|
Treasurer (principal financial
|
|
|
|
|
|
officer)
|
|
|
|
/s/
|
Craig Schmitter
|
|
Director
|
|
February 7
,
2012
|
Craig Schmitter
|
|
|
|
|
II-46
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
undersigned registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 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
7
th day of
February
, 2012.
MERITOR TRANSMISSION CORPORATION
|
|
By
|
/s/ John A.
Crable
|
|
John
A. Crable
|
|
President and Secretary
|
Each person whose signature appears below
hereby constitutes and appoints Vernon G. Baker, II, and Barbara Novak, and each
of them singly, his or her true and lawful attorney-in-fact and agent, with full
power of substitution, and with full power to them and each of them, for him or
her and in his or her name, place and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments) and supplements to
this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, and hereby grants to such attorneys-in-fact and agents full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in connection therewith, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or either of them, or
their or his or her substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the
Securities Act of 1933, this Registration Statement has been signed on the date
set forth below by the following persons in the capacities indicated:
Signature
|
|
Title
|
|
Date
|
/s/
|
John A. Crable
|
|
President (principal executive
|
|
February 7
,
2012
|
John A. Crable
|
|
officer), Secretary and Director
|
|
|
|
/s/
|
Craig Schmitter
|
|
Director
|
|
February 7
,
2012
|
Craig Schmitter
|
|
|
|
|
|
/s/
|
Kevin Nowlan
|
|
Vice President, Controller
|
|
February 7
,
2012
|
Kevin Nowlan
|
|
(principal accounting officer)
|
|
|
|
|
|
and Director
|
|
|
|
/s/
|
Mary A. Lehmann
|
|
Senior Vice President and
|
|
February 7
,
2012
|
Mary A. Lehmann
|
|
Treasurer (principal financial
|
|
|
|
|
|
officer)
|
|
|
II-47
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
undersigned registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 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
7
th day of
February
, 2012.
ROOF SYSTEMS USA, INC.
|
|
By
|
/s/ John A.
Crable
|
|
John
A. Crable
|
|
President and Secretary
|
Each person whose signature appears below
hereby constitutes and appoints Vernon G. Baker, II, and Barbara Novak, and each
of them singly, his or her true and lawful attorney-in-fact and agent, with full
power of substitution, and with full power to them and each of them, for him or
her and in his or her name, place and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments) and supplements to
this Registration Statement, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, and hereby grants to such attorneys-in-fact and agents full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in connection therewith, as fully to all intents and
purposes as he or she might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or either of them, or
their or his or her substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the
Securities Act of 1933, this Registration Statement has been signed on the date
set forth below by the following persons in the capacities indicated:
Signature
|
|
Title
|
|
Date
|
/s/
|
John A. Crable
|
|
President (principal executive
|
|
February 7
,
2012
|
John A. Crable
|
|
officer), Secretary and Director
|
|
|
|
/s/
|
Daniel Hopgood
|
|
Vice President, Controller
|
|
February 7
,
2012
|
Daniel Hopgood
|
|
(principal accounting officer)
|
|
|
|
|
|
and Director
|
|
|
|
/s/
|
Kevin Nowlan
|
|
Vice President and Treasurer
|
|
February 7
,
2012
|
Kevin Nowlan
|
|
(principal financial officer)
|
|
|
|
/s/
|
Craig Schmitter
|
|
Director
|
|
February 7
,
2012
|
Craig Schmitter
|
|
|
|
|
II-48
EXHIBIT
INDEX
|
|
|
|
Page
|
|
|
|
|
Number
|
1*
|
|
Form of Underwriting Agreement.
|
|
|
|
4.1
|
|
Restated Articles of Incorporation of Meritor, filed as Exhibit
4.01 to Meritors Registration Statement on Form S-4, as amended
(Registration No. 333-36448), is incorporated herein by
reference.
|
|
|
|
4.1.a
|
|
Articles of Amendment of Restated Articles of Incorporation of
Meritor, filed as Exhibit 3-a-1 to Meritors Quarterly Report on Form 10-Q
for the quarterly period ended April 3, 2011 (File No. 1-15983), is
incorporated herein by reference.
|
|
|
|
4.2
|
|
Amended By-Laws of Meritor, filed as Exhibit 3 to Meritors
Quarterly Report on Form 10-Q for the quarterly period ended June 29, 2003
(File No. 1-15983), is incorporated herein by reference.
|
|
|
|
4.3a
|
|
Indenture, dated as of April 1, 1998, between Meritor and The Bank
of New York Mellon Trust Company, N.A. (successor to BNY Midwest Trust
Company as successor to The Chase Manhattan Bank), as trustee, filed as
Exhibit 4 to Meritors Registration Statement on Form S-3 (Registration
No. 333-49777), is incorporated herein by reference.
|
|
|
|
4.3b
|
|
First Supplemental Indenture, dated as of July 7, 2000, to the
Indenture, dated as of April 1, 1998, between Meritor and The Bank of New
York Mellon Trust Company, N.A. (successor to BNY Midwest Trust Company as
successor to The Chase Manhattan Bank), as trustee, filed as Exhibit 4-b-1
to Meritors Annual Report on Form 10-K for the fiscal year ended
September 30, 2000 (File No. 1-15983), is incorporated herein by
reference.
|
|
|
|
4.3c
|
|
Third Supplemental Indenture, dated as of June 23, 2006, to the
Indenture, dated as of April 1, 1998, between Meritor and The Bank of New
York Mellon Trust Company, N.A. (successor to BNY Midwest Trust Company as
successor to The Chase Manhattan Bank), as trustee (including Subsidiary
Guaranty dated as of June 23, 2006), filed as Exhibit 4.2 to Meritors
Current Report on Form 8-K, dated June 23, 2006 and filed on June 27, 2006
(File No. 1-15983), is incorporated herein by reference.
|
|
|
|
4.3d
|
|
Fourth Supplemental Indenture,
dated as of March 3, 2010, to the Indenture, dated as of April 1, 1998,
between Meritor and The Bank of New York Mellon Trust Company, N.A.
(successor to BNY Midwest Trust Company as successor to The Chase
Manhattan Bank), as trustee (including form of the Companys 10.625% Notes
due 2018 and form of subsidiary guaranty), filed as Exhibit 4 to Meritors
Current Report on Form 8-K, dated February 25, 2010 and filed on March 3,
2010 (File No. 1-15983), is incorporated herein by
reference.
|
|
|
|
4.3e
|
|
Form of Indenture between Meritor and The Bank of New York Mellon
Trust Company, N.A., as trustee, with respect to convertible and
subordinated debt, filed as Exhibit 4.4e to Meritors Registration
Statement on Form S-3 (Registration No. 333-163233), is incorporated
herein by reference.
|
|
|
|
4.4*
|
|
Form of Debt Securities.
|
|
|
|
4.5*
|
|
Form of any Articles of Amendment setting forth the preferences and
rights with respect to any preferred stock issued hereunder.
|
|
|
|
|
|
|
Page
|
|
|
|
|
Number
|
4.6*
|
|
Form of Warrant Agreement for Debt Securities, including Warrant
Certificate for Debt Securities.
|
|
|
|
|
|
|
|
4.7*
|
|
Form of Warrant Agreement for Common Stock, including Warrant
Certificate for Common Stock.
|
|
|
|
|
|
|
|
4.8*
|
|
Form of Warrant Agreement for Preferred Stock, including Warrant
Certificate for Preferred Stock.
|
|
|
|
|
|
|
|
5.1
|
|
Opinion of Chadbourne & Parke LLP.
|
|
|
|
|
|
|
|
5.2
|
|
Opinion of Faegre Baker Daniels LLP.
|
|
|
|
|
|
|
|
12
|
|
Computation of ratio of earnings to fixed charges.
|
|
|
|
|
|
|
|
23.1
|
|
Consent of Deloitte & Touche LLP, independent registered public
accounting firm.
|
|
|
|
|
|
|
|
23.2
|
|
Consent of Chadbourne & Parke LLP, contained in its opinion
filed as Exhibit 5.1 to this registration statement.
|
|
|
|
|
|
|
|
23.3
|
|
Consent of Faegre Baker Daniels LLP, contained in its opinion filed
as Exhibit 5.2 to this registration statement.
|
|
|
|
|
|
|
|
23.4
|
|
Consent of Bates White LLC.
|
|
|
|
|
|
|
|
23.5
|
|
Consent of Vernon G. Baker, II, Esq., Senior Vice President and
General Counsel of Meritor.
|
|
|
|
|
|
|
|
24.1
|
|
Power of Attorney authorizing certain persons to sign this
registration statement on behalf of certain directors and officers of
Meritor.
|
|
|
|
|
|
|
|
24.2
|
|
Powers of Attorney authorizing certain persons to sign amendments and supplements to this registration statement on behalf of certain directors and officers of certain guarantor subsidiaries of Meritor contained in the signature pages of this registration statement.
|
|
|
|
|
|
|
|
25.1
|
|
Statement of Eligibility on Form T-1 under the Trust Indenture Act
of 1939, as amended, of The Bank of New York Mellon Trust Company, N.A.
(successor to BNY Midwest Trust Company as successor to The Chase
Manhattan Bank), as trustee under the indenture referenced in Exhibit 4.3a
to this registration statement.
|
|
|
|
|
|
|
|
25.2
|
|
Statement of Eligibility on Form T-1 under the Trust Indenture Act
of 1939, as amended, of The Bank of New York Mellon Trust Company, N.A.,
as trustee under the form of indenture referenced in Exhibit 4.3e to this
registration statement.
|
|
|
____________________
*
|
|
To be filed by
amendment or as an exhibit to a document to be incorporated herein by
reference.
|
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