Table of Contents

Indiana		(248) 435-1000		38-3354643
(State or other jurisdiction of incorporation or organization)		(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)		(I.R.S. Employer Identification No.)

Proposed Maximum

Proposed Maximum

Amount of

Title of Each Class of

Amount

Offering

Aggregate

Registration

Securities to be Registered

to be Registered(1)

Price per Unit(1)

Offering Price(1)

Fee

4.625% Convertible Senior Notes due 2026

$300,000,000

100%

$300,000,000

$32,100.00

Guarantees of 4.625% Convertible Senior Notes due 2026

N/A

N/A

N/A

(2)

Common stock, par value $1 per share (including the associated preferred share purchase rights)

14,300,010(3)

N/A

N/A

(4)

(1)	Equals the aggregate initial principal amount of the notes being registered. Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(o) under the Securities Act.
(2)	Pursuant to Rule 457(n) under the Securities Act, no registration fee is required with respect to the guarantees.
(3)	Represents the number of shares of registrant’s common stock issuable upon conversion of the notes at an initial conversion rate equivalent to 47.6667 shares of common stock per $1,000 initial principal amount of notes (which represents an initial conversion price of approximately $20.98 per share). Pursuant to Rule 416 under the Securities Act, the registrant is also registering such indeterminate number of shares of common stock, including the associated preferred share purchase rights, as may be issued from time to time upon conversion of the notes as a result of the conversion rate adjustment provisions relating to the notes.
(4)	The registrant will receive no consideration for the issuance of shares of common stock upon conversion of the notes. Therefore, pursuant to Rule 457(i), no filing fee is required with respect to the shares of common stock registered hereby.

---

Table of Contents

						Primary Standard
		Jurisdiction of				Industrial				I.R.S. Employer
		Incorporation or				Classification Code				Identification
Name of Additional Registrant*		Organization				Number				Number
Arvin International Holdings, LLC			Delaware				3714				90-0218822
Arvin Technologies, Inc.			Michigan				3714				38-3349979
ArvinMeritor Assembly, LLC			Delaware				3714				38-3617889
ArvinMeritor Brake Holdings, Inc.			Delaware				3714				25-1251994
ArvinMeritor Filters Holding Co., LLC			Delaware				3714				38-2060287
ArvinMeritor Filters Operating Co., LLC			Delaware				3714				73-1305936
ArvinMeritor Holdings Mexico, Inc.			Delaware				3714				98-0439989
ArvinMeritor International Holdings, LLC			Delaware				3714				36-2185923
ArvinMeritor OE, LLC			Delaware				3714				38-3622443
Euclid Industries, LLC			Delaware				3714				38-3442143
Meritor Heavy Vehicle Braking Systems (U.S.A.), Inc.			Delaware				3714				38-3441039
Meritor Heavy Vehicle Systems, LLC			Delaware				3714				38-3371768
Meritor Heavy Vehicle Systems (Mexico), Inc.			Delaware				3714				38-3436042
Meritor Heavy Vehicle Systems (Singapore) Pte., Ltd.			Delaware				3714				25-1407192
Meritor Technology, Inc.			Delaware				3714				98-0272396

---

Table of Contents

	•	Prior to March 1, 2024, during any calendar quarter after the calendar quarter ending June 30, 2006, if the closing sale price of our common stock for 20 or more trading days in a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter exceeds 120% of the applicable conversion price in effect on the last trading day of the immediately preceding calendar quarter;
	•	Prior to March 1, 2024, during the five business day period after any five consecutive trading day period in which the average trading price per $1,000 initial principal amount of notes was equal to or less than 97% of the average conversion value of the notes during such five consecutive trading day period;
	•	Prior to March 1, 2024, upon the occurrence of specified corporate transactions;
	•	Prior to March 1, 2024, if we call the notes for redemption; or
	•	At any time on or after March 1, 2024.

---

 

		Page
Summary			1
Risk Factors			6
Forward-Looking Statements			16
Use of Proceeds			17
Price Range of Common Stock			17
Dividend Policy			18
Consolidated Ratio of Earnings to Fixed Charges			18
Description of the Notes			18
Description of Capital Stock			49
Material U.S. Federal Tax Considerations			54
Selling Securityholders			61
Plan of Distribution			68
Where You Can Find More Information			70
Legal Matters			71
Experts			71
EX-5: OPINION OF VERNON G. BAKER, II, ESQ
EX-23.1: CONSENT OF DELOITTE & TOUCHE LLP
EX-23.3: CONSENT OF BATES WHITE LLC
EX-24.1: POWER OF ATTORNEY
EX-24.2: POWERS OF ATTORNEY
EX-25: STATEMENT OF ELIGIBILITY ON FORM T-1

---

Table of Contents

	Continuing operations

	Discontinued operations and recent divestitures

1

---

Table of Contents

Issuer		ArvinMeritor, Inc.
Securities Offered		$300,000,000 aggregate principal amount of 4.625% convertible senior notes due March 1, 2026 and shares of our common stock issuable upon conversion of the notes.
Maturity		The notes will mature on March 1, 2026, unless earlier redeemed, repurchased or converted.
Interest payment dates		Interest will be payable in cash semi-annually in arrears on March 1 and September 1 of each year, to holders of record at the close of business on the preceding February 15 and August 15, respectively. Interest will accrue on the notes from and including March 7, 2006 or from, and including, the last date in respect of which interest has been paid or provided for, as the case may be, to, but excluding, the next interest payment date or March 1, 2016, as the case may be. We will not pay cash interest on the notes after March 1, 2016.
Accretion		Commencing on March 1, 2016, the principal amount of the notes will be subject to accretion at a rate that provides holders with an aggregate annual yield to maturity of 4.625% (computed on a semi-annual bond equivalent yield basis).
Guarantees		Each of our subsidiaries guaranteeing our $900 million revolving credit facility guarantees the notes on a senior unsecured basis. These guarantees will remain in effect until the earlier to occur of payment in full of the notes or termination or release of the guarantees under our revolving credit facility. The guarantees by our subsidiaries rank equally with existing and future unsecured senior debt of such subsidiaries. The guarantees by our subsidiaries are effectively subordinated to all of the existing and future secured debt of such subsidiaries, to the extent of the value of the assets securing such debt.
Ranking		The notes are our senior unsecured obligations and rank equally in right of payment with all of our existing and future unsecured indebtedness, and are junior to any of our existing and future secured indebtedness to the extent of the security therefor. In addition, the notes are not guaranteed by some of our subsidiaries, and accordingly the notes are effectively subordinated to the indebtedness and other liabilities of our subsidiaries that do not guarantee the notes. As of March 31, 2006, we had approximately $725 million of outstanding indebtedness that would rank equally with the notes, including our 6.625% notes due 2007, our 6.75% notes due 2008, our 6.8% notes due 2009, our 7.125% notes due 2009, our 8.75% notes due 2012 and our 8.125% notes due 2015, all of which are guaranteed by the guarantors. We have a $900 million revolving credit facility that matures in July 2008, our obligations under which are guaran-

2

---

Table of Contents

		teed by the guarantors. We also have a $250 million accounts receivable securitization arrangement. As of March 31, 2006, we had approximately $39 million of indebtedness that would rank junior to the notes, which consisted of indebtedness under our 9.5% junior subordinated debentures. For additional information, please see Note 14 in the Notes to Consolidated Financial Statements in our Quarterly Report on Form 10-Q for the quarter ended April 2, 2006.
Conversion rights		The notes will be convertible based on an initial conversion rate, subject to adjustment, equivalent to 47.6667 shares of our common stock per $1,000 initial principal amount of notes (which represents an initial conversion price of approximately $20.98 per share), only under the following circumstances:
		• prior to March 1, 2024, during any calendar quarter after the calendar quarter ending June 30, 2006, if the closing sale price of our common stock for 20 or more trading days in a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter exceeds 120% of the applicable conversion price in effect on the last trading day of the immediately preceding calendar quarter;
		• prior to March 1, 2024, during the five business day period after any five consecutive trading-day period in which the average trading price per $1,000 initial principal amount of notes was equal to or less than 97% of the average conversion value of the notes during such five consecutive trading-day period;
		• prior to March 1, 2024, upon the occurrence of specified corporate transactions, as described in this prospectus;
		• prior to March 1, 2024, if we call the notes for redemption; or
		• any time on or after March 1, 2024.
		Upon conversion, we will satisfy our conversion obligation with respect to the notes surrendered for conversion by paying or delivering, as the case may be, to the converting holder:
		• an amount in cash (the “principal return”) equal to the lesser of (a) the conversion value of the notes to be converted and (b) the accreted principal amount of the notes to be converted;
		• if the conversion value of the notes to be converted is greater than the accreted principal amount of such notes, at our election, (a) cash equal to the difference between the conversion value of the notes to be converted and the accreted principal amount of such notes (such difference, the “net share amount” for such conversion), (b) a number of whole shares of our common stock (the “net shares”) equal to the net share amount, divided by the average of the daily volume weighted average price (as such term is defined under “Description of the notes — Conversion rights — Payment upon conversion”) of our common stock for each of the ten

3

---

Table of Contents

		consecutive trading days beginning on the third trading day immediately following the day the notes are tendered for conversion or (c) a combination thereof; and
		• an amount in cash in lieu of any fractional shares of common stock.
		The conversion value of notes to be converted is equal to the product of (1) the conversion rate in effect on the conversion date, and (2) the average of the daily volume weighted average price of our common stock for each of the ten consecutive trading days beginning on the third trading day immediately following the day the notes are tendered for conversion. A holder may convert notes in part so long as such part is $1,000 initial principal amount or an integral multiple of $1,000.
		If a make-whole fundamental change occurs before March 1, 2016, the conversion rate may be increased, or under certain circumstances, we may elect to change our conversion obligations to provide for conversion of the notes into the acquiring company’s common stock, as described in “Description of the notes — Conversion rights — Adjustment to the conversion rate upon make-whole fundamental changes”.
		In certain other circumstances the conversion rate will be subject to adjustment. See “Description of the notes — Conversion rights — Adjustments to the conversion rate”.
Sinking fund		None.
Redemption of notes at our option		On or after March 1, 2016, we may at any time and from time to time at our option redeem the notes, in whole or in part, at a redemption price in cash equal to 100% of the accreted principal amount of the notes to be redeemed, plus any accrued and unpaid interest to, but excluding, the redemption date. See “Description of the notes — Redemption of notes at our option”.
Purchase of notes by us at the option of the holder		On each of March 1, 2016, March 1, 2018, March 1, 2020, March 1, 2022 and March 1, 2024, holders may require us to purchase all or a portion of their notes at a purchase price in cash equal to 100% of the accreted principal amount of the notes to be purchased, plus any accrued and unpaid interest to, but excluding, the purchase date. See “Description of the notes — Purchase of notes by us at the option of the holder”.
Right of holder to require us to repurchase notes if a fundamental change occurs		If a fundamental change, as described in this prospectus, occurs, holders may require us to repurchase all or a portion of their notes for cash at a repurchase price equal to 100% of the accreted principal amount of the notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the repurchase date. See “Description of the notes — Holders may require us to repurchase their notes upon a fundamental change”.

4

---

Table of Contents

Events of default		If an event of default on the notes has occurred and is continuing, the accreted principal amount of the notes, plus any accrued and unpaid interest, may become immediately due and payable. These amounts automatically become due and payable upon certain events of default relating to the bankruptcy of us or our significant subsidiaries. See “Description of the notes — Events of default”.
Registration rights		Pursuant to a registration rights agreement that we entered into with the initial purchasers of the notes, we filed with the SEC a shelf registration statement, of which this prospectus is a part, with respect to resales of the notes and the common stock issuable upon conversion of the notes, which registration statement became effective automatically upon filing. We have agreed to use our reasonable best efforts to keep the shelf registration statement effective until the earliest of the date that is two years after the last date of original issuance of any of the notes or when all registrable securities:
		• have been sold pursuant to the shelf registration statement or pursuant to Rule 144 under the Securities Act; or
		• may be resold without restriction pursuant to Rule 144(k) under the Securities Act or any successor rule thereto or otherwise.
		If we do not comply with these requirements or certain other covenants set forth in the registration rights agreement, we must, subject to certain exceptions, pay additional interest to holders of the notes. See “Description of the notes — Registration rights”.
Use of proceeds		We will not receive any of the proceeds from the sale by any selling securityholder of the notes or the common stock issuable upon conversion of the notes offered by this prospectus.
Listing and trading		The notes originally issued in the private placement are eligible for trading on The PORTAL Market; notes resold pursuant to this prospectus will cease to be eligible for trading on The PORTAL Market. The notes are not currently listed nor do we intend to list the notes on any national securities exchange. Our common stock is listed on the New York Stock Exchange under the symbol “ARM”.
Material U.S. federal tax considerations		For a discussion of material United States federal tax considerations relating to the purchase, ownership and disposition of the notes and shares of common stock into which the notes may be convertible, see “Material U.S. federal tax considerations”.
Risk factors		In analyzing an investment in the notes and the underlying shares of common stock offered pursuant to this prospectus, you should carefully consider, along with other matters included or incorporated by reference in this prospectus, the information set forth under “Risk factors”.

5

---

Table of Contents

	We operate in an industry that is cyclical and that has periodically experienced significant year-to-year fluctuations in demand for vehicles; we also experience seasonal variations in demand for our products.

	We depend on large OEM customers.

6

---

Table of Contents

	We operate in a highly competitive industry.

	A disruption in supply or a significant increase in price of raw materials or parts could impact our production and increase our costs.

	Our international operations are subject to a number of risks.

7

---

Table of Contents

	•	risks with respect to currency exchange rate fluctuations;
	•	local economic and political conditions;
	•	disruptions of capital and trading markets;
	•	possible terrorist attacks or acts of aggression that could affect vehicle production or the availability of raw materials or supplies;
	•	restrictive governmental actions (such as restrictions on transfer of funds and trade protection measures, including export duties and quotas and customs duties and tariffs);
	•	changes in legal or regulatory requirements;
	•	import or export licensing requirements;
	•	limitations on the repatriation of funds;
	•	difficulty in obtaining distribution and support;
	•	nationalization;
	•	the laws and policies of the United States affecting trade, foreign investment and loans;
	•	tax laws; and
	•	labor disruptions.

	Our liquidity, including our access to capital markets and financing, could be constrained by our credit ratings, our ability to comply with financial covenants in our debt instruments, and our suppliers extending normal trade credit terms on our purchases.

8

---

Table of Contents

	Our strategic initiatives, including divestitures, restructurings and acquisitions, may be unsuccessful, may take longer than anticipated, or may result in unanticipated costs.

	We are exposed to environmental, health and safety and product liabilities.

9

---

Table of Contents

	We are exposed to asbestos litigation liability.

	We are exposed to the rising cost of pension and other post-retirement benefits, and are currently involved in litigation the outcome of which could further increase these costs.

10

---

Table of Contents

	The notes are unsecured and are subordinated to all of our existing and future secured indebtedness, and will be effectively subordinated to the liabilities of our subsidiaries that are not guarantors of the notes.

	The value of our common stock may be adversely affected by market volatility.

	•	our operating and financial performance and prospects;
	•	our ability to repay our debt;
	•	the depth and liquidity of the market for our common stock;
	•	investor perception of us and the industry and markets in which we operate;
	•	the level of research coverage of our common stock;
	•	changes in earnings estimates or buy/sell recommendations by analysts;
	•	general financial, domestic, international, economic and other market conditions; and
	•	judgments favorable or adverse to us.

11

---

Table of Contents

	We have made only limited covenants in the indenture for the notes, and these limited covenants may not protect your investment.

	•	require us to maintain any financial ratios or specific levels of net worth, revenues, income, cash flows or liquidity and, accordingly, does not protect holders of the notes in the event that we incur operating losses;
	•	limit our subsidiaries’ ability to incur secured indebtedness or indebtedness which would effectively rank senior to the notes;
	•	limit our ability to incur any indebtedness, including secured debt and any debt that is equal in right of payment to the notes;
	•	restrict our subsidiaries’ ability to issue securities that would be senior to the common stock of our subsidiaries held by us;
	•	restrict our ability to repurchase our securities;
	•	except as described under “Description of the notes — Certain covenants”, restrict our ability to pledge or, except as described under “Description of the Notes — Consolidation, Merger and Sale of Assets”, restrict our ability to sell, our assets or those of our subsidiaries; or
	•	restrict our ability to make investments or to pay dividends or make other payments in respect of our common stock or other securities ranking junior to the notes.

	We may not have the ability to repurchase the notes for cash pursuant to their terms or to pay the amounts due upon conversion of the notes when required.

12

---

Table of Contents

	You may not be able to convert your notes until March 1, 2024, and the value of the notes could be less than the value of the common stock underlying your notes.

	Fluctuations in the price of our common stock may prevent you from being able to convert the notes and may impact the price of the notes and make them more difficult to resell.

	The increase in the conversion rate applicable to the notes that are converted in connection with make-whole fundamental changes may not adequately compensate you for the lost option time value of your notes as a result of that make-whole fundamental change.

13

---

Table of Contents

	Your right to require us to repurchase your notes upon a fundamental change may not protect you upon the occurrence of certain events that might adversely affect our financial condition or business operations.

	The conversion rate of the notes may not be adjusted for all dilutive events.

	If you hold notes, you are not entitled to any rights with respect to our common stock, but you are subject to all changes made with respect to our common stock.

	An active trading market for the notes may not develop, and you may not be able to sell your notes at attractive prices or at all.

14

---

Table of Contents

	An adverse credit rating of the notes may cause their trading prices to fall.

	Future sales or issuances of common stock or the issuance of securities senior to our common stock may depress the trading price of our common stock and the notes.

	Upon conversion of the notes, you may receive less proceeds than expected because the value of our common stock may decline after you exercise your conversion rights.

	Provisions in our organizational documents and rights agreement and Indiana law may make it difficult for someone to acquire control of us.

	•	the division of our board of directors into three classes to be elected on a staggered basis, one class each year;
	•	the ability of our board of directors to issue shares of our preferred stock in one or more series without further authorization of our shareholders;
	•	a requirement that any action by written consent of shareholders be unanimous;
	•	a requirement that shareholders provide advance notice of any shareholder nominations of directors or any proposal of new business to be considered at any meeting of shareholders;
	•	a requirement that a supermajority vote be obtained to remove a director for cause or to amend or repeal certain provisions of our restated articles of incorporation or by-laws;
	•	elimination of the right of shareholders to call a special meeting of shareholders; and
	•	a fair price provision.

15

---

Table of Contents

	The repurchase rights and the increased conversion rate triggered by a make-whole fundamental change could discourage a potential acquiror.

	You may be deemed to receive a constructive distribution taxable to you, regardless of whether you convert the notes into our common shares.

	•	global economic and market cycles and conditions;
	•	the demand for commercial, specialty and light vehicles for which we supply products;
	•	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 availability and cost of raw materials, including steel;
	•	OEM program delays;
	•	demand for and market acceptance of new and existing products;
	•	successful development of new products;
	•	reliance on major OEM customers;
	•	labor relations of ours, our suppliers and our 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;

16

---

Table of Contents

	•	the ability to achieve the expected annual savings and synergies from past and future business combinations and the ability to achieve the expected benefits of restructuring actions;
	•	success and timing of potential divestitures;
	•	potential impairment of long-lived assets, including goodwill;
	•	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;
	•	the 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;
	•	rising costs of pension and other post-retirement benefits and possible changes in pension and other accounting rules;

			High				Low
Fiscal year ended October 3, 2004:
	First quarter		$	23.97			$	16.45
	Second quarter		$	26.24			$	18.48
	Third quarter		$	22.10			$	17.58
	Fourth quarter		$	20.32			$	18.03
Fiscal year ended October 2, 2005:
	First quarter		$	22.83			$	16.25
	Second quarter		$	22.62			$	15.15
	Third quarter		$	19.92			$	11.74
	Fourth quarter		$	20.22			$	15.70
Fiscal year ending October 1, 2006:
	First quarter		$	17.28			$	12.67
	Second quarter		$	17.68			$	13.21
	Third quarter (through May 22, 2006)		$	17.90			$	14.52

17

---

Table of Contents

												Six Months
		Fiscal Year Ended September 30,										Ended
												March 31,
		2001		2002		2003		2004		2005		2006
Ratio of earnings to fixed charges		1.18		2.53		2.41		2.41		1.48			1.63

	•	are limited to $300,000,000 aggregate principal amount;
	•	pay cash interest at a rate of 4.625% per annum, from March 7, 2006 through March 1, 2016; interest will be payable semi-annually in arrears on March 1 and September 1 of each year, beginning on September 1, 2006, to holders of record at the close of business on the preceding February 15 and August 15, respectively, through March 1, 2016;
	•	will not pay cash interest after March 1, 2016; after March 1, 2016, the principal amount of the notes will be subject to accretion at a rate that provides holders with an aggregate annual yield to maturity of 4.625% (computed on a semi-annual bond equivalent yield basis);

18

---

Table of Contents

	•	will pay additional interest in cash if we fail to comply with obligations as described under “— Registration Rights”;
	•	are issued in denominations of $1,000 initial principal amount and integral multiples of $1,000 initial principal amount in excess thereof without coupons;
	•	are guaranteed by certain of our subsidiaries;
	•	are senior unsecured obligations of ArvinMeritor; the notes rank equally in right of payment with our existing and future senior unsecured indebtedness, and junior to any of our existing and future secured indebtedness to the extent of the security therefor; as indebtedness of ArvinMeritor, the notes are effectively subordinated to all indebtedness and other liabilities of our subsidiaries that are not guarantors of the notes;
	•	are convertible upon the occurrence of certain events, into the consideration described below under “— Conversion rights — Payment upon conversion” at an initial conversion rate equivalent to 47.6667 shares of our common stock per $1,000 initial principal amount of notes (which represents an initial conversion price of approximately $20.98 per share), subject to adjustments, as described under “— Conversion rights” and with no change in the conversion rate for any accretion of the principal amount of the notes on or after March 1, 2016;
	•	are redeemable, in whole or in part, by us at any time on or after March 1, 2016, at a redemption price in cash equal to 100% of the accreted principal amount of the notes we redeem, plus accrued and unpaid interest to, but excluding, the redemption date, as described under “— Redemption of notes at our option”;
	•	are subject to purchase by us at the option of the holder on each of March 1, 2016, March 1, 2018, March 1, 2020, March 1, 2022 and March 1, 2024, at a purchase price in cash equal to 100% of the accreted principal amount of the notes to be purchased, plus accrued and unpaid interest to, but excluding, the purchase date, as described under “— Purchase of notes by us at the option of the holder”;
	•	are subject to repurchase by us at the option of the holder upon a fundamental change, as described under “— Holders may require us to repurchase their notes upon a fundamental change”, at a repurchase price in cash equal to 100% of the accreted principal amount of the notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date;
	•	are treated as issued to holders with original issue discount for U.S. federal income tax purposes. See “Material U.S. federal tax considerations — U.S. holders — Accrual of Interest”; and
	•	mature on March 1, 2026, unless previously redeemed, purchased or repurchased by us or converted.

19

---

Table of Contents

20

---

Table of Contents

	Accretion

		Accreted
		Principal
Accretion Date		Amount
March 1, 2016		$	1,000.00
September 1, 2016		$	1,023.13
March 1, 2017		$	1,046.78
September 1, 2017		$	1,070.99
March 1, 2018		$	1,095.76
September 1, 2018		$	1,121.10
March 1, 2019		$	1,147.02
September 1, 2019		$	1,173.55
March 1, 2020		$	1,200.69
September 1, 2020		$	1,228.45
March 1, 2021		$	1,256.86
September 1, 2021		$	1,285.93
March 1, 2022		$	1,315.66
September 1, 2022		$	1,346.09
March 1, 2023		$	1,377.22
September 1, 2023		$	1,409.06
March 1, 2024		$	1,441.65
September 1, 2024		$	1,474.99
March 1, 2025		$	1,509.09
September 1, 2025		$	1,543.99
March 1, 2026		$	1,579.70

21

---

Table of Contents

	General

	•	a taxable distribution to holders of common stock which results in an adjustment to the conversion rate; or
	•	an increase in the conversion rate at our discretion,

	Conversion procedures

	•	complete and manually sign the conversion notice on the back of the note (or a facsimile thereof);
	•	deliver the completed conversion notice and the note to be converted to the specified office of the conversion agent;
	•	pay all funds required, if any, relating to interest on the note to be converted, as described in the second paragraph under “— Interest payments”; and
	•	pay all taxes or duties, if any, as described in the third paragraph below.

22

---

Table of Contents

	Payment upon conversion

	•	an amount in cash (the “principal return”) equal to the lesser of (a) the conversion value of the notes to be converted and (b) the accreted principal amount of the notes to be converted;
	•	if the conversion value of the notes to be converted is greater than the accreted principal amount of such notes, at our election, (a) cash equal to the difference between the conversion value of the

23

---

Table of Contents

		notes to be converted and the accreted principal amount of such notes (such difference, the “net share amount” for such conversion), (b) a number of whole shares of our common stock (the “net shares”) equal to the net share amount, divided by the ten day average price or (c) a combination thereof; and
	•	an amount in cash in lieu of any fractional shares of common stock.

	(1) we elect to deliver solely shares of our common stock to satisfy the net share amount for any conversion, the number of net shares to be delivered will be determined by dividing such portion of the net share amount for such conversion by the ten day average price of our common stock;
	(2) we elect to pay solely cash to satisfy the net share amount for any conversion, in addition to the principal return, we will pay cash to converting holders in an amount equal to the net share amount for such conversion; and
	(3) we elect to satisfy some but not all of the net share amount for any conversion in cash, (a) we will pay to converting holders cash in an amount equal to the lesser of (x) the net share amount for such conversion and (y) the specified cash amount, and (b) we will deliver to converting holders a number of shares of our common stock equal to the greater of (i) zero and (ii) (A) the net share amount for such conversion, minus the specified cash amount, divided by (B) the ten day average price of our common stock.

24

---

Table of Contents

	Conditions for conversion

	•	the event causing the notes to become convertible;
	•	the time period during which the notes will be convertible as a result of that event;
	•	whether an adjustment to the conversion rate, as described under “— Adjustment to the conversion rate upon make-whole fundamental changes” will take effect in connection with that event or whether we have elected to change the conversion right, as described under “— Adjustment to the conversion rate upon make-whole fundamental changes — Conversion after a public acquiror fundamental change”; and
	•	the procedures holders must follow to convert their notes, including the name and address of the conversion agent.

	Conversion based on price of common stock

25

---

Table of Contents

	Conversion upon satisfaction of the trading price condition

	•	the bid solicitation agent cannot reasonably obtain at least one bid for $5,000,000 initial principal amount of notes from one of the independent nationally recognized securities dealers; or
	•	in our reasonable, good faith judgment, the bid quotation or quotations that the bid solicitation agent has obtained are not indicative of the secondary market value of the notes,

	Conversion based on redemption

	Conversion upon the occurrence of certain corporate transactions

	•	distribute to all holders of our common stock rights, warrants or options entitling them, for a period expiring within 60 days of the record date for such distribution, to purchase or subscribe for shares

26

---

Table of Contents

		of our common stock at a price less than the “current market price” of our common stock on the declaration date for such distribution; or
	•	distribute to all holders of our common stock, assets, debt securities or certain rights to purchase our securities, which distribution has a per share value exceeding 10% of the closing sale price of our common stock on the day preceding the declaration date for such distribution;

	Conversion upon the occurrence of a fundamental change

27

---

Table of Contents

	Conversion on or after March 1, 2024

	Adjustments to the conversion rate

	(1) dividends or distributions on our common stock payable in shares of our common stock;
	(2) subdivisions, combinations or certain reclassifications of our common stock;
	(3) distributions to all holders of our common stock of rights, warrants or options entitling them, for a period expiring within 60 days of the record date for such distribution, to purchase or subscribe for shares of our common stock at a price per share that is less than the “current market price” of our common stock on the declaration date for such distribution;
	(4) dividends or other distributions to all holders of our common stock of shares of our capital stock (other than our common stock), evidences of indebtedness or other assets (other than cash dividends or distributions) or the dividend or distribution to all holders of our common stock of certain rights or warrants (other than those covered in clause (3) above or, as described below, certain rights or warrants distributed pursuant to a stockholder rights plan) to purchase or subscribe for our securities;
	In the event that we distribute capital stock of, or similar equity interests in, a subsidiary or other business unit of ours, then the conversion rate will be adjusted based on the market value of the securities so distributed relative to the market value of our common stock, in each case based on the average closing sales price of those securities for the ten trading days commencing on and including the fifth trading day after the date on which “ex-dividend trading” commences for such distribution on The New York Stock Exchange, Nasdaq National Market or such other principal national or regional exchange, market or quotation system on which the securities are then listed or quoted;
	(5) distributions consisting exclusively of cash to all holders of our common stock (excluding any dividend or distribution in connection with our liquidation, dissolution or winding up or any quarterly cash dividend on our common stock to the extent that the aggregate cash dividend per share of our common stock in any quarter does not exceed $0.10) ($0.10 being the “dividend threshold amount”); the dividend threshold amount is subject to adjustment in a manner inversely proportional to adjustments to the conversion rate, provided that no adjustment will be made to the dividend threshold amount for any adjustment made to the conversion rate under this clause (5);
	(6) distributions of cash or other consideration to all holders of our common stock by us or any of our subsidiaries in respect of a tender offer or exchange offer for our common stock, to the extent

28

---

Table of Contents

	such cash and the value of any such other consideration per share of our common stock validly tendered or exchanged exceeds the closing sale price of our common stock on the first trading day after expiration of the tender offer or exchange offer.

	•	we will not adjust the conversion rate until the earliest of these triggering events occurs; and
	•	we will readjust the conversion rate to the extent any of these rights, options or warrants are not exercised before they expire.

29

---

Table of Contents

	Adjustment to the conversion rate upon make-whole fundamental changes

	General

	Increase in the conversion rate

30

---

Table of Contents

	•	the numerator of which is the conversion rate in effect immediately before the adjustment; and
	•	the denominator of which is the adjusted conversion rate.

		Effective Date
		March 1,				March 1,				March 1,				March 1,				March 1,				March 1,				March 1,				March 1,				March 1,				March 1,				March 1,
Applicable price		2006				2007				2008				2009				2010				2011				2012				2013				2014				2015				2016
$15.54			16.74				18.27				18.23				18.14				18.05				17.93				17.75				17.52				17.24				17.00				0.00
$17.50			13.78				15.05				14.90				14.70				14.46				14.16				13.75				13.22				12.49				11.44				0.00
$20.00			11.06				12.09				11.87				11.59				11.25				10.82				10.26				9.52				8.50				6.91				0.00
$22.50			9.10				9.96				9.71				9.39				9.01				8.53				7.91				7.10				5.99				4.27				0.00
$25.00			7.64				8.39				8.12				7.79				7.40				6.91				6.28				5.48				4.39				2.78				0.00
$27.50			6.52				7.18				6.92				6.59				6.20				5.72				5.12				4.35				3.34				1.94				0.00
$30.00			5.64				6.23				5.98				5.67				5.29				4.84				4.27				3.56				2.65				1.48				0.00
$32.50			4.94				5.47				5.23				4.94				4.59				4.16				3.63				2.99				2.18				1.20				0.00
$35.00			4.36				4.86				4.63				4.35				4.02				3.63				3.14				2.56				1.85				1.04				0.00
$37.50			3.88				4.34				4.13				3.87				3.57				3.20				2.76				2.23				1.61				0.93				0.00
$40.00			3.48				3.91				3.71				3.47				3.19				2.86				2.46				1.98				1.43				0.84				0.00
$42.50			3.14				3.55				3.36				3.14				2.88				2.57				2.21				1.78				1.29				0.78				0.00
$45.00			2.85				3.23				3.06				2.85				2.62				2.33				2.00				1.61				1.18				0.73				0.00
$47.50			2.59				2.96				2.80				2.61				2.39				2.13				1.83				1.48				1.09				0.69				0.00
$50.00			2.37				2.72				2.57				2.40				2.19				1.96				1.68				1.36				1.01				0.65				0.00
$52.50			2.17				2.51				2.37				2.21				2.02				1.80				1.55				1.26				0.95				0.61				0.00
$55.00			2.00				2.33				2.20				2.05				1.87				1.67				1.44				1.18				0.89				0.58				0.00
$57.50			1.84				2.16				2.04				1.90				1.74				1.55				1.34				1.10				0.84				0.55				0.00
$60.00			1.71				2.01				1.90				1.77				1.62				1.45				1.25				1.03				0.79				0.53				0.00
$62.50			1.58				1.88				1.77				1.65				1.51				1.36				1.18				0.97				0.75				0.50				0.00
$65.00			1.47				1.75				1.66				1.55				1.42				1.27				1.10				0.92				0.71				0.48				0.00

	•	if the applicable price is between two applicable prices on the table or the effective date is between two effective dates on the table, the number of additional shares will be determined by straight-line interpolation between the number of additional shares set forth for the higher and lower applicable prices and the earlier and later effective dates, as applicable, based on a 365-day year;
	•	if the applicable price is in excess of $65.00 per share (subject to adjustment), no additional shares will be issued upon conversion; and
	•	if the applicable price is less than $15.54 per share (subject to adjustment), no additional shares will be issued upon conversion.

31

---

Table of Contents

	Conversion after a public acquiror fundamental change

	•	the numerator of which is the fair market value (as determined in good faith by us), as of the effective time of the public acquiror fundamental change, of the cash, securities and other property paid or payable per share of our common stock; and
	•	the denominator of which is the average of the closing sale prices per share of the public acquiror common stock for the five consecutive trading days commencing on, and including, the trading day immediately after the effective date of the public acquiror fundamental change.

32

---

Table of Contents

	Change in the conversion right upon certain reclassifications, business combinations and asset sales

33

---

Table of Contents

	•	the amount of the purchase price;
	•	that notes with respect to which the holder has delivered a purchase notice may be converted, if otherwise convertible, only if the holder withdraws the purchase notice in accordance with the terms of the indenture; and

34

---

Table of Contents

	•	the procedures that holders must follow to require us to purchase their notes, including the name and address of the paying agent.

	•	if the notes are held in certificated form, the certificate numbers of the holder’s notes to be delivered for purchase;
	•	the initial principal amount of the notes to be purchased, which must be an integral multiple of $1,000; and
	•	that the notes are to be purchased by us pursuant to the applicable provisions of the indenture.

	•	the name of the holder;
	•	a statement that the holder is withdrawing its election to require us to purchase its notes;
	•	if the notes are held in certificated form, the certificate numbers of the notes being withdrawn;
	•	the initial principal amount being withdrawn, which must be an integral multiple of $1,000; and
	•	the initial principal amount, if any, of the notes that remain subject to the purchase notice, which must be an integral multiple of $1,000.

	•	comply with the provisions of Rule 13e-4 and Regulation 14E and all other applicable laws; and
	•	file a Schedule TO or any other required schedule under the Exchange Act or other applicable laws.

35

---

Table of Contents

	•	the events causing the fundamental change;
	•	the date of the fundamental change;
	•	the fundamental change repurchase date;
	•	the last date on which a holder may exercise the repurchase right;
	•	the fundamental change repurchase price;
	•	the names and addresses of the paying agent and the conversion agent;
	•	the procedures that holders must follow to exercise their repurchase right;
	•	the conversion rate and any adjustments to the conversion rate that will result from the fundamental change and, if applicable, whether we have elected to change the conversion right in lieu of increasing the conversion rate, as described under “— Conversion rights — Adjustment to the conversion rate upon make-whole fundamental changes — Conversion after a public acquiror fundamental change” above; and
	•	that notes with respect to which the holder has delivered a fundamental change repurchase notice may be converted, if otherwise convertible, only if the holder withdraws the fundamental change repurchase notice in accordance with the terms of the indenture.

	•	if the notes are held in certificated form, the certificate numbers of the notes that the holder will deliver for repurchase;
	•	the initial principal amount of the notes to be repurchased, which must be an integral multiple of $1,000; and
	•	that the notes are to be repurchased by us pursuant to the fundamental change provisions of the indenture.

36

---

Table of Contents

	•	the name of the holder;
	•	a statement that the holder is withdrawing its election to require us to repurchase its notes;
	•	if the notes are held in certificated form, the certificate numbers of the notes being withdrawn;
	•	the initial principal amount of notes being withdrawn, which must be an integral multiple of $1,000; and
	•	the initial principal amount, if any, of the notes that remain subject to the fundamental change repurchase notice, which must be an integral multiple of $1,000.

	•	any “person” or “group” (as these terms are used for purposes of Sections 13(d) and 14(d) of the Exchange Act) other than us, any of our subsidiaries or any of our employee benefit plans, is or becomes the “beneficial owner” (as that term is used in Rule 13d-3 under the Exchange Act), directly or indirectly, of 50% or more of the total voting power of all classes of our capital stock entitled to vote generally in the election of directors, or the voting stock;
	•	the sale, transfer, lease, conveyance or other disposition of all or substantially all of our property or assets to any “person” or “group” (as those terms are used in Sections 13(d) and 14(d) of the Exchange Act), including any group acting for the purpose of acquiring, holding, voting or disposing of securities within the meaning of Rule 13d-5(b)(1) under the Exchange Act (other than an event of the type described in the immediately succeeding bullet);
	•	there occurs any transaction or series of related transactions (whether by means of an exchange offer, liquidation, tender offer, consolidation, merger, combination, reclassification, recapitalization, asset sale, lease of assets or otherwise) in connection with which our common stock is exchanged for, converted into, acquired for or constitutes solely the right to receive other securities, other property, assets or cash, other than:

	•	any transaction pursuant to which holders of our capital stock immediately prior to such transaction have the entitlement to exercise, directly or indirectly, 50% or more of the total voting power of all shares of voting stock of the continuing or surviving person immediately after such transaction; or

37

---

Table of Contents

	•	any transaction in which both of the following conditions are satisfied:

	•	at least 90% of the consideration (other than cash payments for fractional shares or pursuant to statutory appraisal rights) in such transaction consists of common stock and any associated rights traded on a U.S. national securities exchange or quoted on the Nasdaq National Market at a time when the Nasdaq National Market is not a U.S. national securities exchange (or which will be so traded or quoted when issued or exchanged in connection with such transaction); and
	•	as a result of such transaction, the conversion value shall be determined with respect to, and the net shares, if any, shall be payable in, the same type and amount of consideration that a holder would have received in such transaction if such holder had owned a number of shares of our common stock equal to the conversion rate (subject to our right to satisfy all or a portion of the net share amount by paying cash);

	•	the following persons cease for any reason to constitute a majority of our board of directors:

	•	individuals who on the first issue date of the notes constituted our board of directors; and
	•	any new directors whose election to our board of directors or whose nomination for election by our stockholders was approved by at least a majority of our directors then still in office either who were directors on such first issue date of the notes or whose election or nomination for election was previously so approved; and

	•	we are liquidated or dissolved or holders of our capital stock approve any plan or proposal for our liquidation or dissolution.

38

---

Table of Contents

	•	comply with the provisions of Rule 13e-4 and Regulation 14E and all other applicable laws; and
	•	file a Schedule TO or any other required schedule under the Exchange Act or other applicable laws.

	•	Limitations on Liens. We and certain of our subsidiaries that are not designated as “unrestricted subsidiaries”, which we call “restricted subsidiaries”, are prohibited from creating, incurring, assuming or suffering to exist any “secured debt”, which means indebtedness for money borrowed (other than indebtedness among us and the restricted subsidiaries), which is secured by a mortgage or other lien on any “principal property” (as defined in the indenture) of ours or of a restricted subsidiary or a pledge, lien or other security interest on the stock or indebtedness of a restricted subsidiary, without equally and ratably securing the outstanding notes. The foregoing restrictions are not applicable to:

	•	secured debt existing at the date of the indenture;
	•	liens on property acquired or constructed after the date of the indenture by us or restricted subsidiaries and created contemporaneously with, or within twelve months after, such acquisition or the completion of such construction to secure all or any part of the purchase price of such property or the cost of such construction;
	•	mortgages on our property or property of restricted subsidiaries created within twelve months of completion of construction of a new plant or plants on such property to secure all or part of the cost of such construction;
	•	liens on property existing at the time such property is acquired;
	•	liens on stock acquired after the date of the indenture by us or restricted subsidiaries if the aggregate cost thereof does not exceed 15% of consolidated net tangible assets (as defined in the indenture);
	•	liens securing indebtedness of a successor corporation to us 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 such 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 the original amounts thereof;
	•	liens in connection with government and certain other contracts;
	•	certain liens in connection with taxes or legal proceedings;

39

---

Table of Contents

	•	certain other liens not related to the borrowing of money; and
	•	liens in connection with sale and lease-back transactions as described below.

	•	Limitations on Sale and Lease-Back. We and our restricted subsidiaries are prohibited from engaging in “sale and lease-back transactions”, which are, subject to certain exceptions, sales or transfers of any principal property owned by us or any restricted subsidiary that has been in full operation for more than 180 days prior to such sale or transfer, where we or such restricted subsidiary has the intention of leasing back such property for more than 36 months but discontinuing the use of such property on or before the expiration of the term of such lease, unless:

	•	we or any restricted subsidiaries would be entitled to incur secured debt equal to the amount realizable upon such sale or transfer secured by a mortgage on the property to be leased without equally and ratably securing the outstanding notes; or
	•	an amount equal to the greater of the net proceeds of the sale or the fair value of the property sold (subject to certain limitations contained in the indenture) as determined by our board of directors is applied within 180 days of any such transaction (i) to the retirement (other than a mandatory retirement) of consolidated funded debt (as defined in the indenture) or indebtedness of us or a restricted subsidiary that was funded debt at the time it was created (other than consolidated funded debt or indebtedness owned by us or any restricted subsidiary) or (ii) to the purchase of other principal property having a value at least equal to the greater of such amounts; or
	•	the 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.

	•	we are the surviving person or such other person is a corporation, limited liability company, partnership or trust organized and existing under the laws of the United States, any state of the United States or the District of Columbia;
	•	the successor person (if other than us) assumes all of our obligations under the notes and the indenture; and
	•	no default or event of default exists immediately after giving effect to the transaction or series of transactions.

40

---

Table of Contents

	•	our failure to pay the accreted principal of any note when due, whether at maturity, upon redemption, on the purchase date with respect to a purchase at the option of the holder, on a fundamental change repurchase date with respect to a fundamental change or otherwise;
	•	our failure to pay an installment of interest on any note when due if the failure continues for 30 days after the date when due;
	•	our failure to satisfy our conversion obligations upon the exercise of a holder’s conversion right;
	•	our failure to timely provide notice as described under “— Conversion rights — Adjustment of conversion rate upon make-whole fundamental changes”, “— Purchase of notes by us at the option of the holder” or “— Holders may require us to repurchase their notes upon a fundamental change”;
	•	our failure to comply with any other term, covenant or agreement contained in the notes or the indenture, if the failure is not cured within 90 days after notice to us by the trustee or to the trustee and us by holders of at least 25% in aggregate accreted principal amount of the notes then outstanding, in accordance with the indenture;
	•	except as permitted by the indenture, any guarantee of the notes shall be held in a judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any guarantor, or any person acting on behalf of any guarantor, shall deny or disaffirm its obligations under its guarantee;
	•	a default by us or any of our subsidiaries in the payment when due, after the expiration of any applicable grace period, of principal of, or interest on, indebtedness for money borrowed in the aggregate principal amount then outstanding of $35,000,000 or more, or acceleration of our or our subsidiaries’ indebtedness for money borrowed in such aggregate principal amount or more so that it becomes due and payable before the date on which it would otherwise have become due and payable, if such default is not cured or waived, or such acceleration is not rescinded, within 30 days after notice to us by the trustee or to us and the trustee by holders of at least 25% in aggregate accreted principal amount of notes then outstanding, in accordance with the indenture;
	•	failure by us or any of our subsidiaries within 30 days to pay, bond or otherwise discharge any judgment or order for the payment of money in excess of $10,000,000 or any judgments or orders for the payment of money, the total amount of which for us or any of our subsidiaries exceeds $35,000,000, which are not stayed on appeal; and
	•	certain events of bankruptcy, insolvency or reorganization with respect to us or any of our subsidiaries that is a “significant subsidiary” (as defined in Regulation S-X under the Exchange

41

---

Table of Contents

		Act) or any group of our subsidiaries that in the aggregate would constitute a “significant subsidiary”.

	•	the rescission would not conflict with any order or decree;
	•	all events of default, other than the non-payment of accelerated accreted principal or interest, have been cured or waived; and
	•	certain amounts due to the trustee are paid.

	•	the holder gives the trustee written notice of a continuing event of default;
	•	the holders of at least 25% in aggregate accreted principal amount of the notes then outstanding make a written request to the trustee to pursue the remedy;
	•	the holder or holders offer and, if requested, provide the trustee indemnity reasonably satisfactory to the trustee against any loss, liability or expense; and
	•	the trustee fails to comply with the request within 60 days after the trustee receives the notice, request and offer of indemnity and does not receive, during those 60 days, from holders of a majority in aggregate accreted principal amount of the notes then outstanding, a direction that is inconsistent with the request.

	•	the payment of any amounts due on the notes after the applicable due date; or
	•	the right to convert notes in accordance with the indenture.

	•	in the payment of accreted principal of, or interest on, any note or in the payment of the redemption price, purchase price or fundamental change repurchase price;

42

---

Table of Contents

	•	arising from our failure to convert any note in accordance with the indenture; or
	•	in respect of any provision under the indenture that cannot be modified or amended without the consent of the holders of each outstanding note affected.

	•	has been cured or waived; or
	•	is not in the payment of any amounts due with respect to any note and the trustee in good faith determines that withholding the notice is in the best interests of holders.

	•	change the stated maturity date of the accreted principal of, or the payment date of any installment of interest on, any note;
	•	reduce the accreted principal amount of, or interest on, any note;
	•	change the place or currency of payment of accreted principal of, or interest on, any note;
	•	impair the right to institute a suit for the enforcement of any payment on, or with respect to, any note;
	•	modify, in a manner adverse to the holders of the notes, the right of the holders to require us to purchase notes at their option or upon a fundamental change;
	•	adversely affect the right of the holders of the notes to convert their notes in accordance with the indenture;
	•	reduce the percentage in aggregate accreted principal amount of outstanding notes whose holders must consent to a modification or amendment of the indenture or the notes;
	•	reduce the percentage in aggregate accreted principal amount of outstanding notes whose holders must consent to a waiver of compliance with any provision of the indenture or the notes or a waiver of any default or event of default;
	•	modify the ranking of the notes or the guarantees in a manner adverse to the holders of the notes; or
	•	modify the provisions of the indenture with respect to modification and waiver (including waiver of a default or event of default), except to increase the percentage required for modification or waiver or to provide for the consent of each affected holder.

43

---

Table of Contents

	•	evidence the assumption of our obligations under the indenture and the notes by a successor upon our consolidation or merger or the sale, transfer, lease, conveyance or other disposition of all or substantially all of our property or assets in accordance with the indenture;
	•	make adjustments in accordance with the indenture to the right to convert the notes upon certain reclassifications or changes in our common stock and certain consolidations, mergers and binding share exchanges and upon the sale, transfer, lease, conveyance or other disposition of all or substantially all of our property or assets;
	•	make any changes or modifications to the indenture necessary in connection with the registration of the public offer and sale of the notes under the Securities Act pursuant to the registration rights agreement or the qualification of the indenture under the Trust Indenture Act of 1939;
	•	secure our obligations in respect of the notes;
	•	add to our covenants for the benefit of the holders of the notes or to surrender any right or power conferred upon us; or
	•	make provision with respect to adjustments to the conversion rate as required by the indenture or to increase the conversion rate in accordance with the indenture.

	•	waive compliance by us with any provision of the indenture or the notes, as detailed in the indenture; and
	•	waive any past default or event of default and its consequences, except a default or event of default:

	•	in the payment of accreted principal of, or interest on, any note or in the payment of the redemption price, purchase price or fundamental change repurchase price;
	•	arising from our failure to convert any note in accordance with the indenture; or
	•	in respect of any provision under the indenture that cannot be modified or amended without the consent of the holders of each outstanding note affected.

	•	delivering all outstanding notes to the trustee for cancellation; or
	•	depositing with the trustee or the paying agent after the notes have become due and payable, whether at stated maturity or any redemption date, purchase date or fundamental change repurchase date, cash, and, if applicable as provided in the indenture, other consideration, sufficient to pay all amounts due on all outstanding notes and paying all other sums payable under the indenture; provided that we will remain obligated to pay cash or deliver shares of our common stock, if any, upon conversion of the notes.

44

---

Table of Contents

45

---

Table of Contents

	General

	•	register the transfer of or exchange any note for a period of 15 days before selecting notes to be redeemed;
	•	register the transfer of or exchange any note during the period beginning at the opening of business 15 days before the mailing of a notice of redemption of notes selected for redemption and ending at the close of business on the day of the mailing; or

46

---

Table of Contents

	•	register the transfer of or exchange any note that has been selected for redemption or for which the holder has delivered, and not validly withdrawn, a purchase notice or fundamental change repurchase notice, except, in the case of a partial redemption, purchase or repurchase, that portion of the notes not being redeemed, purchased or repurchased.

	Global securities

47

---

Table of Contents

	Certificated securities

	•	DTC notifies us that it is unwilling or unable to continue as depositary for that global security or ceases to be a clearing agency registered under the Exchange Act and, in either case, we do not appoint a successor depositary within 90 days of such notice or cessation; or
	•	an event of default has occurred and is continuing and the trustee has received a request from DTC to issue certificated securities.

	Same-day settlement and payment

	•	the date that is two years after the last date of original issuance of any of the notes;
	•	the date when the holders of the notes and the common stock issuable upon conversion of the notes are able to sell all such securities without restriction pursuant to the provisions of Rule 144(k) under the Securities Act or any successor rule thereto or otherwise; or
	•	the sale pursuant to the shelf registration statement of all securities registered thereunder.

48

---

Table of Contents

	•	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;

49

---

Table of Contents

	•	require shareholders to provide advance notice of any shareholder nominations of directors or any proposal of new business to be considered at any meeting of shareholders;
	•	require a supermajority vote to remove a director or to amend or repeal certain provisions of our restated articles of incorporation;
	•	require that any action by written consent of shareholders without a meeting be unanimous;
	•	preclude shareholders from amending our by-laws or calling a special meeting of shareholders; and
	•	include fair price provisions and other restrictions on certain business combinations.

	General

	•	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;
	•	the terms of any sinking fund for the purchase or redemption of the shares of the series;
	•	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 shares of any other class or series or any other security of us 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.

50

---

Table of Contents

	Series A junior participating preferred stock

51

---

Table of Contents

	•	the preferred share purchase rights will be transferred with and only with common stock;
	•	certificates representing common stock and statements in respect of shares of common stock registered in book-entry or uncertificated form will contain a notation incorporating the terms of the preferred share purchase rights by reference; and
	•	the transfer of any shares of common stock will also constitute the transfer of the associated preferred share purchase rights.

	•	a stock dividend on, or a subdivision, combination or reclassification of, Series A Junior Participating Preferred Stock;
	•	the grant to holders of shares of Series A Junior Participating Preferred Stock of certain rights or warrants to subscribe for or purchase shares of Series A Junior Participating Preferred Stock at a price, or securities convertible into shares of Series A Junior Participating Preferred Stock with a conversion price, less than the then current market price of the shares of Series A Junior Participating Preferred Stock; or
	•	the distribution to holders of shares of Series A Junior Participating Preferred Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends or dividends payable in shares of Series A Junior Participating Preferred Stock) or of subscription rights or warrants (other than those referred to above).

52

---

Table of Contents

53

---

Table of Contents

	•	tax consequences to holders who may be subject to special tax treatment, such as dealers in securities or currencies, financial institutions, regulated investment companies, real estate investment trusts, tax-exempt entities, insurance companies, traders in securities that elect to use a mark-to-market method of accounting for their securities, U.S. expatriates or certain former citizens or longterm residents of the United States;

54

---

Table of Contents

	•	tax consequences to persons holding notes as a part of a hedging, integrated, conversion or constructive sale transaction or a straddle;
	•	tax consequences to U.S. holders (as defined below) of notes whose “functional currency” is not the U.S. dollar;
	•	tax consequences to investors in pass-through entities, “controlled foreign corporations” or “passive foreign investment companies”; and
	•	alternative minimum tax consequences, if any.

	•	an individual citizen or resident of the United States for U.S. federal income tax purposes;
	•	a corporation (or any other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia;
	•	an estate the income of which is subject to U.S. federal income taxation regardless of its source; and
	•	a trust if it (1) is subject to the primary supervision of a court within the United States and one or more United States persons have the authority to control all substantial decisions of the trust or (2) has a valid election in effect under applicable U.S. Treasury regulations to be treated as a United States person.

55

---

Table of Contents

	Accrual of interest

	Additional payments

	Sale, exchange, redemption, or other disposition of notes

56

---

Table of Contents

	Conversion of notes into cash or common stock and cash

	Constructive distributions

	Possible effect of the adjustment to conversion rate or conversion of the notes into shares of a public acquiror upon a fundamental change

57

---

Table of Contents

	Taxation of distributions on common stock

	Sale or other disposition of common stock

	Information reporting and backup withholding

	Payments of interest

	•	interest paid on the note is not effectively connected with your conduct of a trade or business in the United States;

58

---

Table of Contents

	•	you do not actually (or constructively) own 10% or more of the total combined voting power of all classes of our voting stock within the meaning of the Code and applicable U.S. Treasury regulations;
	•	you are not a controlled foreign corporation that is related to us, directly or indirectly, through stock ownership;
	•	you are not a bank whose receipt of interest on a note is described in Section 881(c)(3)(A) of the Code; and
	•	either (a) you provide your name and address on an Internal Revenue Service Form W-8BEN (or other applicable form), and certify, under penalties of perjury, that you are not a United States person or (b) you hold your notes through certain foreign intermediaries and satisfy the certification requirements of applicable U.S. Treasury regulations.

	•	IRS Form W-8BEN (or other applicable form) claiming an exemption from or reduction in withholding under the benefit of an applicable income tax treaty; or
	•	IRS Form W-8ECI (or other applicable form) stating that interest paid on the notes is not subject to withholding tax because it is effectively connected with your conduct of a trade or business in the United States.

	Dividends and constructive dividends

59

---

Table of Contents

	Sale, exchange, redemption or other disposition of notes or shares of common stock

	•	that gain is effectively connected with your conduct of a trade or business in the United States (and, if a tax treaty applies, is attributable to a U.S. permanent establishment);
	•	you are an individual who is present in the United States for 183 days or more in the taxable year of that disposition, and certain other conditions are met; or
	•	we are or have been a “U.S. real property holding corporation” for U.S. federal income tax purposes.

60

---

Table of Contents

Principal Amount of

Notes Beneficially

Common

Owned and Offered

Percentage of Notes

Common Stock Owned

Stock Offered

Selling Securityholder

Hereby

Outstanding

Prior to the Offering

Hereby

1976 Distribution Trust fbo A.R. Lauder/ Zinterhofer

$

3,000

*

—

143

2000 Revocable Trust Lauder Zinterhofer

3,000

*

—

143

61

---

Table of Contents

		Principal Amount of
		Notes Beneficially												Common
		Owned and Offered				Percentage of Notes				Common Stock Owned				Stock Offered
Selling Securityholder		Hereby				Outstanding				Prior to the Offering				Hereby
Abbott Laboratories Annuity Retirement Plan			85,000				*				—				4,051
Alcon Laboratories			232,000				*				—				11,058
Aloha Airlines Non-Pilots Pension Trust			75,000				*				—				3,575
Arkansas PERS			1,905,000				*				—				90,805
Arlington County Employees Retirement System			437,000				*				—				20,830
AstraZeneca Holdings Pension			240,000				*				—				11,440
Attorney’s Title Insurance Fund			205,000				*				—				9,771
Boilermarkers Blacksmith Pension Trust			2,600,000				*				—				123,933
BP Amoco PLC Master Trust			891,000				*				—				42,471
British Virgin Islands Social Security Board			79,000				*				—				3,765
Calamos Market Neutral Income Fund — Calamos Investment Trust			8,000,000				2.7	%			—				381,333
Chrysler Corporation Master Retirement Trust(1)			1,245,000				*				—				59,345
Citadel Equity Fund Ltd.			10,700,000				3.6	%			—				510,033
City and County of San Francisco Retirement System			671,000				*				—				31,984
The City of Southfield Fire & Police Retirement System			32,000				*				—				1,525
City University of NY			68,000				*				—				3,241
CNH CA Master Account, L.P.(2)			2,500,000				*				—				119,166
Continental Assurance Company on Behalf of its Separate Account(E)			200,000				*				—				9,533
Cowen & Co., LLC(3)			1,525,000				*				—				72,691
DBAG London			44,502,000				14.8	%			—				2,121,263
Delaware PERS			1,490,000				*				—				71,023
Delaware Public Employees’ Retirement System(1)			505,000				*				—				24,071
Delta Airlines Master Trust			535,000				*				—				25,501
Delta Airlines Master Trust — CV(1)			270,000				*				—				12,870
Delta Pilots Disability & Survivorship Trust — CV(1)			150,000				*				—				7,150
DKR Sound Shore Opportunity Holdings Fund Ltd.			250,000				*				—				11,916
The Estate of James Campbell CH			118,000				*				—				5,624

62

---

Table of Contents

		Principal Amount of
		Notes Beneficially												Common
		Owned and Offered				Percentage of Notes				Common Stock Owned				Stock Offered
Selling Securityholder		Hereby				Outstanding				Prior to the Offering				Hereby
The Estate of James Campbell EST2			454,000				*				—				21,640
F.M. Kirby Foundation, Inc.(1)			225,000				*				—				10,725
Fore Convertible Master Fund, Ltd.			1,310,000				*				—				62,443
Fore ERISA Fund, Ltd.			154,000				*				—				7,340
FPL Group Employees Pension Plan			505,000				*				—				24,071
Franklin & Marshall College			100,000				*				—				4,766
The Grable Foundation			39,000				*				—				1,859
Grace Convertible Arbitrage Fund, Ltd.			3,500,000				1.2	%			—				166,833
Grady Hospital Foundation			65,000				*				—				3,098
Hallmark Convertible Securities Fund			20,000				*				—				953
HFR CA Select Fund(4)			800,000				*				—				38,133
Highbridge Int’l LLC			4,000,000				1.3	%			—				190,666
Hotel Union & Hotel Industry of Hawaii Pension Plan Master Trust			131,000				*				—				6,244
ICI American Holdings Trust			425,000				*				—				20,258
Independence Blue Cross			357,000				*				—				17,017
Institutional Benchmark Series (Master Feeder) Ltd.(4)			1,000,000				*				—				47,666
Institutional Benchmark Series (Master Feeder) Limited in respect of Electra Series c/o Quattro Fund			300,000				*				—				14,300
International Truck & Engine Corporation Non-Contributory Retirement Plan Trust(1)			120,000				*				—				5,720
International Truck & Engine Corporation Retirement Plan for Salaried Employees Trust(1)			65,000				*				—				3,098
International Truck & Engine Corporation Retiree Health Benefit Trust(1)			70,000				*				—				3,336
JMG Triton Offshore Fund, Ltd.(5)			1,200,000				*				—				57,200
KBC Financial Products Cayman Islands Ltd.			40,000,000				13.3	%			—				1,906,668
KBC Financial Products USA, Inc.			3,810,000				1.3	%			—				181,610
Mackay Shields LLC as Investment Advisor to Aftra Health Fund			90,000				*				—				4,290

63

---

Table of Contents

		Principal Amount of
		Notes Beneficially												Common
		Owned and Offered				Percentage of Notes				Common Stock Owned				Stock Offered
Selling Securityholder		Hereby				Outstanding				Prior to the Offering				Hereby
Mackay Shields LLC as Investment Advisor to Bay County Employees Retirement System			60,000				*				—				2,860
Mackay Shields LLC as Sub-Advisor to Mainstay Convertible Fund			1,680,000				*				—				80,080
Mackay Shields LLC as Sub-Advisor to Mainstay VP Convertible Fund			1,190,000				*				—				56,723
Mackay Shields LLC as Sub-Advisor to New York Life Insurance Co. Pre 82			590,000				*				—				28,123
Mackay Shields LLC as Sub-Advisor to New York Life Insurance Co. Post 82			1,325,000				*				—				63,158
Mackay Shields LLC as Sub-Advisor to New York Life Separate A/C 7			30,000				*				—				1,430
Mackay Shields LLC as Investment Advisor to United Overseas Bank (USD)			15,000				*				—				715
Mackay Shields LLC as Investment Advisor to United Overseas Bank (SGD)			20,000				*				—				953
Man Mac I, Ltd.(6)			536,000				*				—				25,549
Marsh & McLennan Companies, Inc. U.S. Retirement Plan - High Yield			95,000				*				—				4,528
McMahon Securities Co., L.P.(7)			1,000,000				*				—				47,666
Mohican VCA Master Fund, Ltd.(8)			3,000,000				1	%			—				143,000
National Bank of Canada			600,000				*				—				28,600
New Orlean Firefighters Pension/ Relief Fund			40,000				*				—				1,906
Nuveen Preferred and Convertible Fund JQC			9,305,000				3.1	%			—				443,538
Nuveen Preferred and Convertible Income Fund JPC			6,695,000				2.2	%			—				319,128
Occidental Petroleum Corporation			149,000				*				—				7,102
OCM Convertible Trust(1)			505,000				*				—				24,071
OCM Global Convertible Securities Fund(1)			135,000				*				—				6,435
Partner Reinsurance Company Ltd.(1)			275,000				*				—				13,108

64

---

Table of Contents

		Principal Amount of
		Notes Beneficially												Common
		Owned and Offered				Percentage of Notes				Common Stock Owned				Stock Offered
Selling Securityholder		Hereby				Outstanding				Prior to the Offering				Hereby
Partners Group Alternative Strategies PCC Limited, Red Delta Cell c/o Quattro Fund			300,000				*				—				14,300
Policemen and Firemen Retirement System of the City of Detroit			262,000				*				—				12,488
Polygon Global Opportunities Master Fund			5,000,000				1.7	%			—				238,333
Pro Mutual			428,000				*				—				20,401
Prudential Insurance Co. of America			110,000				*				—				5,243
Putnam Convertible Income-Growth Trust			6,850,000				2.3	%			—				326,516
Putnam High Income Securities Fund			1,040,000				*				—				49,573
Putnam High Yield Advantage Fund			860,000				*				—				40,993
Putnam High Yield Trust			2,305,000				*				—				109,871
Putnam Managed High Yield Trust			65,000				*				—				3,098
Putnam Variable Trust — Putnam VT High Yield Fund			590,000				*				—				28,123
Quattro Fund Ltd.			5,100,000				1.7	%			—				243,100
Quattro Multistrategy Masterfund LP			300,000				*				—				14,300
Qwest Occupational Health Trust(1)			120,000				*				—				5,720
Qwest Pension Trust(1)			295,000				*				—				14,061
Radcliffe SPC, Ltd. for and on behalf of the Class A Convertible Crossover Segregated Portfolio(9)			4,000,000				1.3	%			—				190,666
Rampart Convertible Arbitrage Investors, LLC(10)			250,000				*				—				11,916
S.A.C. Arbitrage Fund, LLC(11)			2,500,000				*				—				119,166
Sandelman Partners Multi-Strategy Master Fund Ltd.(12)			20,500,000				6.8	%			776,100	(13)			977,167
San Diego County Employees Retirement Association(4)			2,200,000				*								104,866
Satellite Convertible Arbitrage Master Fund LLC			3,000,000				1.0	%			—				143,000
Southern Farm Bureau Life Insurance			700,000				*				—				33,366
State of Oregon Equity			5,470,000				1.8	%			—				260,736
Sterling Invest Co.			60,000				*				—				2,860

65

---

Table of Contents

			Principal Amount of
			Notes Beneficially												Common
			Owned and Offered				Percentage of Notes				Common Stock Owned				Stock Offered
Selling Securityholder			Hereby				Outstanding				Prior to the Offering				Hereby
The St. Paul Travelers Companies, Inc. — Commercial Lines(1)				435,000				*				—				20,735
Syngenta AG				160,000				*				—				7,626
Tenor Opportunity Master Fund, Ltd.				2,400,000				*				—				114,400
Trustmark Insurance				168,000				*				—				8,008
UBS Securities LLC				18,010,000				6.0	%			—				858,477
United Technologies Corporation Master Retirement Trust				329,000				*				—				15,682
UnumProvident Corporation(1)				155,000				*				—				7,388
Vanguard Convertible Securities Fund, Inc.(1)				1,985,000				*				—				94,618
Viacom Inc. Pension Plan Master Trust				45,000				*				—				2,145
Vicis Capital Master Fund				10,250,000				3.4	%			—				488,583
Virginia Retirement System(1)				945,000				*				—				45,045
Zazove Convertible Arbitrage Fund, L.P.(4)				5,800,000				1.9	%			—				276,466
Zazove Hedged Convertible Fund, L.P.(4)				3,200,000				1.1	%			—				152,533
Subtotal:			$	271,688,000				90.6	%			776,100				12,950,430
Any other holders of notes or future transferees, pledgees or donees from or of any holder				28,312,000				9.4	%			—				1,349,580
	Total:		$	300,000,000				100.0	%			776,100				14,300,010

	*	Less than one percent of the notes outstanding.

	(1)	Oaktree Capital Management LLC (“Oaktree”) is the investment manager of this selling securityholder with respect to the selling securityholder’s notes and shares of common stock issuable upon conversion of the notes. Oaktree does not own any equity interest in this selling securityholder but has voting and dispositive power over the aggregate principal amount of the notes and the share of common stock issuable upon conversion of the notes. Lawrence Keele is a principal of Oaktree and is the portfolio manager for this selling securityholder. Mr. Keele, Oaktree and all employees and members of Oaktree disclaim beneficial ownership of the notes and the shares of common stock issuable upon conversion of the notes held by this selling securityholder, except for their pecuniary interest therein.
	(2)	CNH Partners, LLC is investment advisor for this selling securityholder and has sole voting and dispositive power over the notes and the shares of common stock issuable upon conversion of the notes. Investment principals for the advisor are Robert Krail, Mark Mitchell and Todd Pulvino.
	(3)	The sole member of this selling securityholder is SG Americas Securities Holdings, Inc., a Delaware corporation, and Mark Kaplan, Karin Hajjaij and Jean Coulier are the directors.
	(4)	Gene T. Pretti is the natural person who may exercise voting power and investment control over this selling securityholder’s notes and shares of common stock issuable upon conversion of the notes.
	(5)	This selling securityholder is an international business company organized under the laws of the British Virgin Islands. This selling securityholder’s investment manager is Pacific Assets Management LLC, a Delaware limited liability company (the “Manager”) that has voting and dispositive

66

---

Table of Contents

		power over the selling securityholder’s investments, including the notes and the shares of common stock issuable upon conversion of the notes. The equity interests of the Manager are owned by Pacific Capital Management, Inc., a California corporation (“Pacific”) and Asset Alliance Holding Corp., a Delaware corporation. The equity interests of Pacific are owned by Messrs. Roger Richter, Jonathan M. Glaser and Daniel A. David. Messrs. Glaser and Richter have sole investment discretion over the selling securityholder’s portfolio holdings.
	(6)	Man-Diversified Fund II Ltd. is the controlling entity of this selling securityholder. The manager shares of Man-Diversified Fund II Ltd. are owned 75% by Albany Management Company Limited and 25% by Man Holdings Limited. The registered shareholder of Albany Management Company Limited is Argonaut Limited, a Bermuda company which is controlled by Michael Collins, a resident of Bermuda. Man Holdings Limited is a subsidiary of Man Group plc, which is a public company listed on the London Stock Exchange.
	(7)	Ron Fertig, Jay Glassman, Joseph Dwyer, D. Bruce McMahon, Scott Dillinger and Norman Ziegler comprise the executive committee of this selling securityholder and constitute the natural persons who may exercise voting power and investment control over this selling securityholder’s notes and shares of common stock issuable upon conversion of the notes.
	(8)	Eric C. Hage and Daniel C. Hage are the natural persons who may exercise voting power and investment control over this selling securityholder’s notes and shares of common stock issuable upon conversion of the notes.
	(9)	Pursuant to an investment management agreement, RG Capital Management, L.P. (“RG Capital”) serves as the investment manager of Radcliffe SPC, Ltd’s Class A Convertible Crossover Segregated Portfolio. RGC Management Company, LLC (“Management”) is the general partner of RG Capital. Steve Katznelson and Gerald Stahlecker serve as the managing members of Management. Each of RG Capital, Management and Messrs. Katznelson and Stahlecker disclaims beneficial ownership of the securities owned by Radcliffe SPC, Ltd. for and on behalf of the Class A Convertible Crossover Segregated Portfolio.

(10)	Palisade Capital Management, LLC is the investment advisor of this selling securityholder and Jack Feiler is the chief investment officer.
(11)	Pursuant to investment agreements, each of S.A.C. Capital Advisors, LLC, a Delaware limited liability company (“SAC Capital Advisors”), and S.A.C. Capital Management, LLC, a Delaware limited liability company (“SAC Capital Management”) share all investment and voting power with respect to the securities held by this selling securityholder. Mr. Steven A. Cohen controls both SAC Capital Advisors and SAC Capital Management. Each of SAC Capital Advisors, SAC Capital Management and Mr. Cohen disclaims beneficial ownership of the notes and the shares of common stock issuable upon conversion of the notes.
(12)	Jonathan Sandelman is the natural person who may exercise voting power and investment control over this selling securityholder’s notes and shares of common stock issuable upon conversion of the notes. Jonathan Sandelman is the managing member of Sandelman Partners, GP LLC which is a general partner of Sandelman Partners, LP, the controlling entity of this selling securityholder.
(13)	Represents 1.1% of the Company’s outstanding common stock based on approximately 70.5 million shares outstanding as of April 30, 2006.

67

---

Table of Contents

	•	fixed prices,
	•	prevailing market prices at the time of sale,
	•	prices related to the prevailing market prices,
	•	varying prices determined at the time of sale, or
	•	negotiated prices.

	•	on any national securities exchange or quotation service on which the notes or the underlying common stock may be listed or quoted at the time of sale, including the New York Stock Exchange in the case of the common stock,
	•	in the over-the-counter market,
	•	otherwise than on such exchanges or services or in the over-the-counter market,
	•	through the writing of options (including the issuance by the selling securityholders of derivative securities), whether the options or such other derivative securities are listed on an options or other exchange or otherwise,
	•	through the settlement of short sales, or
	•	through any combination of the foregoing.

68

---

Table of Contents

69

---

Table of Contents

	•	the specific notes or common stock to be offered and sold,
	•	the names of the selling securityholders,
	•	the respective purchase prices and public offering prices and other material terms of the offering,
	•	the names of any participating agents, broker-dealers or underwriters, and
	•	any applicable commissions, discounts, concessions and other items constituting compensation from the selling securityholders.

	•	incorporated documents are considered part of this prospectus;
	•	we are disclosing important information to you by referring you to those documents; and
	•	information that we file in the future with the SEC automatically will update and supersede earlier information in or incorporated by reference in this prospectus.

	•	Our Annual Report on Form 10-K for the year ended October 2, 2005 (as updated by our Current Report on Form 8-K filed on February 28, 2006;
	•	Our Quarterly Reports on Form 10-Q for the quarters ended January 1, 2006 and April 2, 2006;

70

---

Table of Contents

	•	Our Current Reports on Form 8-K filed on October 3, 2005, December 27, 2005, January 24, 2006, February 28, 2006, March 1, 2006, March 7, 2006, March 9, 2006, March 17, 2006, April 26, 2006 and May 10, 2006; and
	•	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.

71

---

Table of Contents

---

Table of Contents

Item 14.	Other Expenses of Issuance and Distribution.

		Amount
SEC registration fee		$	32,100
Accounting fees and expenses			10,000
Legal fees and expenses			50,000
Miscellaneous expenses			7,900
Total		$	100,000

Item 15.	Liability and Indemnification of Directors and Officers.

II-1

---

Table of Contents

Item 16.	Index to Exhibits.

	3	.1		Restated Articles of Incorporation of the Company, filed as Exhibit 3.01 to the Company’s Registration Statement on Form S-4, as amended (Registration No. 333-36448), incorporated herein by reference.
	3	.2		By-Laws of the Company, filed as Exhibit 3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 29, 2003 (File No. 1-15983), incorporated herein by reference.
	4	.1		Rights Agreement, dated as of July 3, 2000, by and between the Company and The Bank of New York (successor to Equiserve Trust Company, N.A.), as rights agent, filed as Exhibit 4.03 to the Company’s Registration Statement on Form S-4, as amended (Registration No. 333-36448), incorporated herein by reference.
	4	.2		Indenture, dated as of March 7, 2006, between the Company and BNY Midwest Trust Company, as Trustee (including a form of note and a form of subsidiary guaranty), filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K dated March 9, 2006, incorporated herein by reference.
	4	.3		Registration Rights Agreement, dated as of March 7, 2006, among the Company and the subsidiary guarantors and initial purchasers named therein, filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K dated March 9, 2006, incorporated herein by reference.
	5			Opinion of Vernon G. Baker, II, Esq., Senior Vice President and General Counsel of the Company.
	12			Computation of ratio of earnings to fixed charges, filed as Exhibit 12 to the Company’s Quarterly Report on Form 10-Q for the quarter ended April 2, 2006, incorporated herein by reference.
	23	.1		Consent of Deloitte & Touche LLP, independent registered public accounting firm.
	23	.2		Consent of Vernon G. Baker, II, Esq., Senior Vice President and General Counsel of the Company, contained in his opinion filed as Exhibit 5 to this Registration Statement.
	23	.3		Consent of Bates White LLC.
	24	.1		Power of Attorney authorizing certain persons to sign this Registration Statement on behalf of certain directors and officers of the Company.
	24	.2		Powers of Attorney authorizing certain persons to sign this Registration Statement on behalf of certain directors and officers of the Guarantors.
	25			Statement of Eligibility on Form T-1 under the Trustee Indenture Act of 1939, as amended, of BNY Midwest Trust Company, as Trustee under the Indenture.

Item 17.	Undertakings.

	(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 volume 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

II-2

---

Table of Contents

	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;

	(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.

(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;

II-3

---

Table of Contents

	(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 registrant ’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act that is incorporated by reference in the 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.

II-4

---

Table of Contents

	ARVINMERITOR, INC.

	By	/s/ Vernon G. Baker, II

	Vernon G. Baker, II
	Senior Vice President and General Counsel

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. Devonshire, Ivor J. Evans, Joseph P. Flannery, William D. George, Jr., Richard w. Hanselman, Charles h. Harff, Victoria b. Jackson, James E. Marley, William R. Newlin, Stephen G. Rothmeier and Andrew J. Schindler*				Directors
James D. Donlon, III				Senior Vice President and Chief Financial Officer (principal financial officer)
Jeffrey A. Craig				Vice President and Controller (principal accounting officer)
*By:		/s/ Bonnie Wilkinson   Bonnie Wilkinson, Attorney-in-Fact**

**	By authority of the power of attorney filed as Exhibit 24.1 hereto

II-5

---

Table of Contents

	ARVIN INTERNATIONAL HOLDINGS, LLC

	By	/s/ Vernon G. Baker, II

	Vernon G. Baker, II
	President

Signature				Title
Vernon G. Baker, II*				President (principal executive officer) and Director
John A. Crable*				Director
James D. Donlon, III*				Vice President and Treasurer (principal financial and accounting officer) and Director
*By:		/s/ Bonnie Wilkinson   Bonnie Wilkinson, Attorney-in-Fact**

**	By authority of the powers of attorney filed as Exhibit 24.2 hereto

II-6

---

Table of Contents

	ARVIN TECHNOLOGIES, INC.

	By	/s/ Vernon G. Baker, II

	Vernon G. Baker, II
	Vice President and Secretary

Signature				Title
James D. Donlon, III*				President (principal executive officer) and Director
Vernon G. Baker, II and John A. Crable*				Directors
Mary A. Lehmann*				Vice President and Treasurer (principal financial and accounting officer)
*By:		/s/ Bonnie Wilkinson   Bonnie Wilkinson, Attorney-in-Fact**

**	By authority of the powers of attorney filed as Exhibit 24.2 hereto

II-7

---

Table of Contents

	ARVINMERITOR ASSEMBLY, LLC

	By	/s/ Vernon G. Baker, II

	Vernon G. Baker, II
	Vice President and Secretary

Signature				Title
James D. Donlon, III*				President (principal executive officer) and Director
Vernon G. Baker, II and John A. Crable*				Directors
Mary A. Lehmann*				Vice President and Treasurer (principal financial and accounting officer)
*By:		/s/ Bonnie Wilkinson   Bonnie Wilkinson, Attorney-in-Fact**

**	By authority of the powers of attorney filed as Exhibit 24.2 hereto

II-8

---

Table of Contents

	ARVINMERITOR BRAKE HOLDINGS, INC.

	By	/s/ Vernon G. Baker, II

	Vernon G. Baker, II
	Vice President and Secretary

Signature				Title
Thomas A. Gosnell*				President (principal executive officer) and Director
Vernon G. Baker, II and Marc A. Pensa*				Directors
Mary A. Lehmann*				Vice President and Treasurer (principal financial and accounting officer)
*By:		/s/ Bonnie Wilkinson   Bonnie Wilkinson, Attorney-in-Fact**

**	By authority of the powers of attorney filed as Exhibit 24.2 hereto

II-9

---

Table of Contents

	ARVINMERITOR FILTERS HOLDING CO., LLC

	By	/s/ Vernon G. Baker, II

	Vernon G. Baker, II
	President

Signature				Title
Vernon G. Baker, II*				President (principal executive officer) and Director
John A. Crable and Bonnie Wilkinson*				Directors
Mary A. Lehmann*				Vice President and Treasurer (principal financial and accounting officer)
*By:		/s/ Bonnie Wilkinson   Bonnie Wilkinson, Attorney-in-Fact**

**	By authority of the powers of attorney filed as Exhibit 24.2 hereto

II-10

---

Table of Contents

	ARVINMERITOR FILTERS OPERATING CO., LLC

	By	/s/ Vernon G. Baker, II

	Vernon G. Baker, II
	President

Signature				Title
Vernon G. Baker, II*				President (principal executive officer) and Director
John A. Crable and Bonnie Wilkinson*				Directors
Mary A. Lehmann*				Vice President and Treasurer (principal financial and accounting officer)
*By:		/s/ Bonnie Wilkinson   Bonnie Wilkinson, Attorney-in-Fact**

**	By authority of the powers of attorney filed as Exhibit 24.2 hereto

II-11

---

Table of Contents

	ARVINMERITOR HOLDINGS MEXICO, INC.

	By	/s/ Vernon G. Baker, II

	Vernon G. Baker, II
	President

Signature				Title
Vernon G. Baker, II*				President (principal executive officer) and Director
John A. Crable and Elias Valdes*				Directors
Mary A. Lehmann*				Vice President and Treasurer (principal financial and accounting officer)
*By:		/s/ Bonnie Wilkinson   Bonnie Wilkinson, Attorney-in-Fact**

**	By authority of the powers of attorney filed as Exhibit 24.2 hereto

II-12

---

Table of Contents

	ARVINMERITOR INTERNATIONAL HOLDINGS, LLC

	By	/s/ Vernon G. Baker, II

	Vernon G. Baker, II
	Vice President and Secretary

Signature				Title
James D. Donlon, III*				President (principal executive officer)
Vernon G. Baker, II, John A. Crable and Bonnie Wilkinson*				Directors
Mary A. Lehmann*				Vice President and Treasurer (principal financial and accounting officer)
*By:		/s/ Bonnie Wilkinson   Bonnie Wilkinson, Attorney-in-Fact**

**	By authority of the powers of attorney filed as Exhibit 24.2 hereto

II-13

---

Table of Contents

	ARVINMERITOR OE, LLC

	By	/s/ Vernon G. Baker, II

	Vernon G. Baker, II
	President

Signature				Title
Vernon G. Baker, II*				President (principal executive officer) and Director
James D. Donlon, III*				Senior Vice President (principal financial and accounting officer) and Director
Bonnie Wilkinson*				Director
*By:		/s/ Bonnie Wilkinson   Bonnie Wilkinson, Attorney-in-Fact**

**	By authority of the powers of attorney filed as Exhibit 24.2 hereto

II-14

---

Table of Contents

	EUCLID INDUSTRIES, LLC

	By	/s/ Vernon G. Baker, II

	Vernon G. Baker, II
	Vice President and Secretary

Signature				Title
Thomas A. Gosnell*				President (principal executive officer)
Vernon G. Baker, II, John A. Crable and Bonnie Wilkinson*				Directors
Mary A. Lehmann*				Vice President and Treasurer (principal financial and accounting officer)
*By:		/s/ Bonnie Wilkinson   Bonnie Wilkinson, Attorney-in-Fact**

**	By authority of the powers of attorney filed as Exhibit 24.2 hereto

II-15

---

Table of Contents

	MERITOR HEAVY VEHICLE BRAKING
	SYSTEMS (U.S.A.), INC.

	By	/s/ Vernon G. Baker, II

	Vernon G. Baker, II
	President

Signature				Title
Vernon G. Baker, II*				President (principal executive officer) and Director
John A. Crable and Bonnie Wilkinson*				Directors
James D. Donlon, III*				Senior Vice President (principal financial and accounting officer)
*By:		/s/ Bonnie Wilkinson   Bonnie Wilkinson, Attorney-in-Fact**

**	By authority of the powers of attorney filed as Exhibit 24.2 hereto

II-16

---

Table of Contents

	MERITOR HEAVY VEHICLE SYSTEMS, LLC

	By	/s/ Vernon G. Baker, II

	Vernon G. Baker, II
	Senior Vice President and Secretary

Signature				Title
Thomas A. Gosnell*				President (principal executive officer) and Director
Vernon G. Baker, II*				Director
James D. Donlon, III*				Senior Vice President (principal financial and accounting officer) and Director
*By:		/s/ Bonnie Wilkinson   Bonnie Wilkinson, Attorney-in-Fact**

**	By authority of the powers of attorney filed as Exhibit 24.2 hereto

II-17

---

Table of Contents

	MERITOR HEAVY VEHICLE SYSTEMS (MEXICO), INC.

	By	/s/ Vernon G. Baker, II

	Vernon G. Baker, II
	Vice President and Secretary

Signature				Title
Thomas A. Gosnell*				President (principal executive officer)
Vernon G. Baker, II, John A. Crable and Bonnie Wilkinson*				Directors
James D. Donlon, III*				Vice President (principal financial and accounting officer)
*By:		/s/ Bonnie Wilkinson   Bonnie Wilkinson, Attorney-in-Fact**

**	By authority of the powers of attorney filed as Exhibit 24.2 hereto

II-18

---

Table of Contents

	MERITOR HEAVY VEHICLE SYSTEMS
	(SINGAPORE) PTE., LTD.

	By	/s/ Vernon G. Baker, II

	Vernon G. Baker, II
	Vice President and Secretary

Signature				Title
Marc A. Pensa*				President (principal executive officer) and Director
Vernon G. Baker, II and Lawrence Chew*				Directors
James D. Donlon, III*				Vice President (principal financial and accounting officer)
*By:		/s/ Bonnie Wilkinson   Bonnie Wilkinson, Attorney-in-Fact**

**	By authority of the powers of attorney filed as Exhibit 24.2 hereto

II-19

---

Table of Contents

	MERITOR TECHNOLOGY, INC.

	By	/s/ Vernon G. Baker, II

	Vernon G. Baker, II
	President

Signature				Title
Vernon G. Baker, II*				President (principal executive officer) and Director
John A. Crable and Bonnie Wilkinson*				Directors
Mary A. Lehmann*				Vice President and Treasurer (principal financial and accounting officer)
*By:		/s/ Bonnie Wilkinson   Bonnie Wilkinson, Attorney-in-Fact**

**	By authority of the powers of attorney filed as Exhibit 24.2 hereto

II-20

---

Table of Contents

						Page
						Number
	3	.1		Restated Articles of Incorporation of the Company, filed as Exhibit 3.01 to the Company’s Registration Statement on Form S-4, as amended (Registration No. 333-36448), incorporated herein by reference.
	3	.2		By-Laws of the Company, filed as Exhibit 3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 29, 2003 (File No. 1-15983), incorporated herein by reference.
	4	.1		Rights Agreement, dated as of July 3, 2000, by and between the Company and The Bank of New York (successor to Equiserve Trust Company, N.A.), as rights agent, filed as Exhibit 4.03 to the Company’s Registration Statement on Form S-4, as amended (Registration No. 333-36448), incorporated herein by reference.
	4	.2		Indenture, dated as of March 7, 2006, between the Company and BNY Midwest Trust Company, as Trustee (including a form of note and a form of subsidiary guaranty), filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K dated March 9, 2006, incorporated herein by reference.
	4	.3		Registration Rights Agreement, dated as of March 7, 2006, among the Company and the subsidiary guarantors and initial purchasers named therein, filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K dated March 9, 2006, incorporated herein by reference.
	5			Opinion of Vernon G. Baker, II, Esq., Senior Vice President and General Counsel of the Company.
	12			Computation of ratio of earnings to fixed charges, filed as Exhibit 12 to the Company’s Quarterly Report on Form 10-Q for the quarter ended April 2, 2006, incorporated herein by reference.
	23	.1		Consent of Deloitte & Touche LLP, independent registered public accounting firm.
	23	.2		Consent of Vernon G. Baker, II, Esq., Senior Vice President and General Counsel of the Company, contained in his opinion filed as Exhibit 5 to this Registration Statement.
	23	.3		Consent of Bates White LLC.
	24	.1		Power of Attorney authorizing certain persons to sign this Registration Statement on behalf of certain directors and officers of the Company.
	24	.2		Powers of Attorney authorizing certain persons to sign this Registration Statement on behalf of certain directors and officers of the Guarantors.
	25			Statement of Eligibility on Form T-1 under the Trustee Indenture Act of 1939, as amended, of BNY Midwest Trust Company, as Trustee under the Indenture.

II-21