-----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, EQz9EOKLDaLrzdintQN+kj4fV7+gG5L8vW3v65tvH71TbXC+5wrHIeqhORb1V9sJ wP2BWxneF7bGuIx+HDw+4Q== 0000908255-05-000001.txt : 20050105 0000908255-05-000001.hdr.sgml : 20050105 20050105150624 ACCESSION NUMBER: 0000908255-05-000001 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050101 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050105 DATE AS OF CHANGE: 20050105 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: 05512226 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 kskpjff.txt FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: January 5, 2005 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 January 5, 2005, BorgWarner Inc. announced that Jeffrey L. Obermayer was named Vice President and Controller replacing William Cline. Mr. Obermayer, 49, had served as the Company's Vice President and Treasurer since 1999. Mr. Cline 53, was named Vice President, Acquisition Coordination and Special Projects. Mr. Cline had served as the Company's Vice President and Controller since 1993. Item 9.01 Financial Statements and Exhibits. [c] Exhibits 99.1 Press Release dated January 5, 2005 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. /s/ Vincent M. Lichtenberger By:---------------------------- Vincent M. Lichtenberger Assistant Secretary Dated: January 5, 2005 EX-99.1 2 prrel.txt Immediate Release Contact: Mary Brevard: 248-373-2406 Beth Feikens: 248-373-7962 BORGWARNER TAPS WILLIAM CLINE TO HEAD BERU ACQUISITION TEAM; THREE OTHERS APPOINTED TO TOP FINANCIAL SPOTS Auburn Hills, Michigan, January 5, 2005 BorgWarner Inc. (NYSE: BWA) announced that William (Skip) C. Cline was named Vice President, Acquisition Coordination and Special Projects. In addition, Jeffery J. Obermayer was named Vice President and Controller; Anthony D. Hensel was appointed Vice President and Treasurer; and Christopher H. Vance was named Vice President, Business Development and M&A. Mr. Cline, 53, most recently served as Vice President and Controller. In his new position, he will initially lead the BorgWarner task force for the Beru acquisition and provide coordination between the two companies. He has been with BorgWarner for 22 years and has served as Vice President and Controller since 1993. Prior to joining BorgWarner, he was with Ernst & Young. He is a Certified Public Accountant and holds a bachelor's degree from Duke University and a master's degree in management from the Kellogg School of Management at Northwestern University. Mr. Obermayer, 49, replaces Mr. Cline as Vice President and Controller. He joined BorgWarner in 1982 and has been Vice President and Treasurer since 1999. Prior to that he was Vice President, Finance and Business Development for BorgWarner Transmission Systems. He previously held financial positions of increasing responsibility including Controller of Transmission Systems' operations in Germany, Director of Financial Planning and Investments for BorgWarner Inc. and Vice President and Controller of Transmission Systems. He received his bachelor's degree in business and master's degree in accounting from Illinois State University, and his master's degree in management from the Kellogg Graduate School of Management at Northwestern University. He is a Certified Public Accountant and Certified Management Accountant. Mr. Hensel, 46, succeeds Mr. Obermayer as Vice President and Treasurer. He most recently held the position of Vice President, Business Development and Acquisitions and was instrumental in the BorgWarner acquisition of Beru. Prior to that he was Finance Director for BorgWarner Turbo Systems in Germany, and served as Vice President, Finance, for BorgWarner Morse TEC, from 1999 until 2002. He joined the company in 1986 as senior accountant, and has held positions of staff auditor, audit manager and plant controller. He holds a bachelor's degree in accountancy from Northern Illinois University, DeKalb, Illinois and is a Certified Public Accountant. Mr. Vance, 45, replaces Mr. Hensel as Vice President, Business Development and M&A. He most recently held the position of Vice President, Finance for BorgWarner Transmission Systems, where he also managed business development activity for the unit. He joined BorgWarner in 1997 as a plant controller and became Group Controller for Transmission Systems in 1999. He is also a director of NSK-Warner, the company's joint venture in Japan. He holds a bachelor's degree in accounting from Birmingham-Southern College and a master's degree in business administration from the University of Michigan. 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 58 locations in 17 countries. Customers include Ford, DaimlerChrysler, General Motors, Toyota, Honda, Hyundai/Kia, Caterpillar, Navistar International, Renault/Nissan, Peugeot, VW/Audi and BMW. The Internet address for BorgWarner is: http://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-----