FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report: November 4, 2004
BORGWARNER INC.
(Exact name of registrant as specified in its charter)
Delaware 1-12162 13-3404508
(State of Incorporation)(Commission File No.)(IRS Employer
Identification No.)
5435 Corporate Drive, Suite 150
Troy, MI 48098
(Address of principal executive offices)
Registrant's telephone number, including area code:
(248) 373-5550
[ ] Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-
2(b) under the Exchange Act (17 CFR 240.14d-2[b])
[ ] Pre-commencement communications pursuant to Rule 13e-
4[c] under the Exchange Act (17 CFR 240.13e-4[c])
Item 1.01 Entry Into A Material Definitive Agreement
On November 1, 2004, BorgWarner Inc. ("BorgWarner")
announced that its wholly-owned German subsidiary, BorgWarner
Germany GmbH ("BorgWarner Germany"), entered into a Sale and
Purchase Agreement dated October 30, 2004 (the "Sale and
Purchase Agreement") with CEP BE 00 Beteiligungs GmbH, Frau
Ingelore Ruprecht, Wolfram Birkel, Elsa Birkel, Annegret Birkel,
Christoph Birkel, Catharina Birkel, Klosterfeld Beteiligungen GmbH +
Co. KG, and Meier-Birkel GmbH & Co. KG to purchase an aggregate
of 6,221,170 shares or 62.21% of the outstanding shares of Beru
AG, a German publicly-traded company ("Beru"), for Euro 59 per
share.
BorgWarner Germany also entered into an option agreement
(the "Option Agreement") to acquire an additional 81,500 shares of
Beru for Euro 59 per share from Annegret Birkel at any time after
January 3, 2005 and prior to March 31, 2005. The completion of the
transactions contemplated by the agreements is conditioned on
obtaining regulatory approval and other customary conditions.
On November 1, 2004, BorgWarner also announced that
BorgWarner Germany intends to commence a tender offer in
Germany ( the "Tender Offer") to acquire the remaining shares of
approximately 37% (or approximately 3.7 million shares) of the
outstanding stock of Beru at a price of Euro 67.50 per share. The
Tender Offer will not be made directly or indirectly in or into the
United States, or by use of the mails of, or by any means or
instrumentality (including, without limitation, the mail, facsimile
transmission, telex or telephone) of interstate or foreign commerce
or any facilities of any national securities exchange of the United
States. The Tender Offer will not, and should not, be accepted by
any such use, means, instrumentality or facility involving or from
within the United States, and United States persons will not have the
Tender Offer available to them, directly or indirectly, within the
United States.
In order to comply with German regulatory requirements,
BorgWarner has received a commitment letter from Morgan Stanley
Senior Funding, Inc. for a Euro 700,000,000 Senior Bridge Term
Credit Facility (the "Commitment Letter"). The Commitment Letter
contains customary terms and conditions for a bridge financing
transaction.
The foregoing descriptions of the Sale and Purchase
Agreement, the Option Agreement and the Commitment Letter are
qualified by reference to the Purchase Agreement, the Option
Agreement, and Commitment Letter, which are filed herewith
as Exhibits 2.1, 2.2, and 10.1, respectively, and incorporated
herein in their entirety by reference.
The press release issued by BorgWarner on November 1,
2004 announcing the execution of the Sale and Purchase
Agreement and the planned Tender Offer is filed herewith as Exhibit
99.1, and is incorporated herein in its entirety by reference.
Item 9.01 Financial Statements and Exhibits
[c] Exhibits
2.1 Sale and Purchase Agreement dated October
30, 2004 by and between CEP BE 00
Beteiligungs + GmbH, Frau Ingelore Ruprecht,
Wolfram Birkel Elsa Birkel, Annegret Birkel,
Christoph Birkel, Catharina Birkel, Klosterfeld
Beteiligungen GmbH Co. KG and Meier-Birkel
GmbH & Co. KG and BorgWarner Germany GmbH
2.2 Buyer's Call Option Agreement dated October 30,
2004 by and between Annegret Birkel and BorgWarner
Germany GmbH
10.1 Commitment Letter
99.1 Press Release, dated November 1, 2004,
announcing the execution of the Sales and
Purchase Agreement and planned Tender Offer
for Beru
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, hereunto duly authorized.
BORGWARNER INC.
By:/s/ Vincent M. Lichtenberger
--------------------------------
Vincent M. Lichtenberger
Assistant Secretary
Dated: November 4, 2004