-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QBLEO2IJHxy/LyQNs7FX4oUyNRDx+wd/FpUFDehnuVIQ28BHDcyFVvZa9GonnRB/ PNuoPT/tYkRTJ/h3P1O50w== 0000908255-04-000105.txt : 20041115 0000908255-04-000105.hdr.sgml : 20041115 20041115085943 ACCESSION NUMBER: 0000908255-04-000105 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041115 ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041115 DATE AS OF CHANGE: 20041115 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BORGWARNER INC CENTRAL INDEX KEY: 0000908255 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 133404508 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12162 FILM NUMBER: 041141889 BUSINESS ADDRESS: STREET 1: 5435 CORPORATE DRIVE STREET 2: SUITE 150 CITY: TROY STATE: MI ZIP: 48098 BUSINESS PHONE: 28483733231 MAIL ADDRESS: STREET 1: 5435 CORPORATE DRIVE STREET 2: SUITE 150 CITY: TROY STATE: MI ZIP: 48098 FORMER COMPANY: FORMER CONFORMED NAME: BORG WARNER AUTOMOTIVE INC DATE OF NAME CHANGE: 19930628 8-K 1 kdavid.txt FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: November 15, 2004 BORGWARNER INC. (Exact name of registrant as specified in its charter) Delaware 1-12162 13-3404508 (State of Incorporation)(Commission File No.) (IRS Employer Identification No.) 5435 Corporate Drive, Suite 150 Troy, MI 48098 (Address of principal executive offices) Registrant's telephone number, including area code: (248) 373-5550 [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2[b]) [ ] Pre-commencement communications pursuant to Rule 13e-4[c] under the Exchange Act (17 CFR 240.13e-4[c]) Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers On November 15, 2004, BorgWarner Inc. (the "Company") announced that the Board of Directors increased the size of the Board to ten members, and appointed David T. Brown as a member of the Company's board. Mr. Brown was appointed to serve as a Class III director, continuing in office until the Company's 2005 annual stockholders' meeting. At this time, it has not been determined on which Board committees Mr. Brown will serve. A copy of the press release announcing Mr. Brown's appointment as a director of the Company is attached as Exhibit 99.1, and is incorporated herein by reference. Item 9.01 Financial Statements and Exhibits [c] Exhibits 99.1 Press Release, dated November 15, 2004, announcing Mr. Brown's appointment as a director of the Company. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized. BORGWARNER INC. By: /s/ Vincent M. Lichtenberger -------------------------------- Vincent M. Lichtenberger Assistant Secretary Dated: November 15, 2004 EX-99 2 david.txt Immediate Release Contact Beth Feikens 248.373.3962 BORGWARNER NAMES DAVID T. BROWN TO BOARD OF DIRECTORS Chicago, Illinois, November 15, 2004 David T. Brown, President and Chief Executive Officer of Owens Corning, has been appointed to the Board of Directors of BorgWarner Inc., which now numbers ten. "We are delighted to welcome Dave to our Board," said Tim Manganello, BorgWarner Chief Executive Officer and Chairman of the Board of Directors. "He is a very engaged business leader with extensive operating experience that will be of great benefit to BorgWarner at an exciting time of growth for our company." Mr. Brown, 56, joined Owens Corning in a sales and marketing capacity in 1978 and held a variety of positions with the company before being named President and CEO in April 2002. Owens Corning is a $5 billion world leader in building materials and composite systems and solutions. The company operates in more than 300 locations globally. Mr. Brown, a resident of Toledo, Ohio, holds a bachelor's degree in economics from Purdue University. He serves on the Board of Directors for the Toledo Museum of Art and the Dean's Advisory Council for Purdue's Krannert School of Management. He is a past board member of several industry associations including the Executive Committee of the North American Manufacturers Association. BorgWarner Inc. (NYSE: BWA) is a product leader in highly engineered components and systems for vehicle powertrain applications worldwide. The company operates manufacturing and technical facilities in 43 locations in 14 countries. Customers include Ford, DaimlerChrysler, General Motors, Toyota, Honda, Hyundai/Kia, Caterpillar, Navistar International, Renault/Nissan, Peugeot and VW/Audi. The Internet address for BorgWarner is: www.bwauto.com. Statements contained in this news release may contain forward-looking statements as contemplated by the 1995 Private Securities Litigation Reform Act that are based on management's current expectations, estimates and projections. Words such as "expects," "anticipates," "intends," "plans," "believes," "estimates," variations of such words and similar expressions are intended to identify such forward-looking statements. Forward-looking statements are subject to risks and uncertainties, many of which are difficult to predict and generally beyond the control of the Company, that could cause actual results to differ materially from those expressed, projected or implied in or by the forward-looking statements. Such risks and uncertainties include: fluctuations in domestic or foreign automotive production, the continued use of outside suppliers by original equipment manufacturers, fluctuations in demand for vehicles containing the Company's products, general economic conditions, as well as other risks detailed in the Company's filings with the Securities and Exchange Commission, including the Cautionary Statements filed as Exhibit 99.1 to the Form 10-K for the fiscal year ended December 31, 2003. The Company does not undertake any obligation to update any forward-looking statement. # # # -----END PRIVACY-ENHANCED MESSAGE-----