FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
December 9, 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 8.01 Other Events
On December 9, 2004, BorgWarner Germany GmbH
("BorgWarner Germany"), a wholly owned German
subsidiary of BorgWarner Inc. ("BorgWarner"),
published in the German language the offer document
for its tender offer in Germany (the "Tender Offer")
to acquire, for Euro 67.50 per share, all of the
shares of outstanding stock of Beru AG, a German
publicly traded company ("Beru"), that it did not
already previously agree to purchase pursuant to the
Sale and Purchase Agreement, dated October 30, 2004,
by and between CEP BE 00 Beteiligungs GmbH, Frau
Ingelore Ruprecht, Wolfram Birkel, Elsa Birkel,
Annegret Birkel, Christoph Birkel, Catharina Birkel,
Klosterfeld Beteiligungen GmbH + Co. KG, Meier-Birkel
GmbH & Co. KG and BorgWarner Germany.
The Tender Offer will not be made directly or
indirectly in or into the United States, or by use of
the mails of, or by any means or instrumentality
(including, without limitation, the mail, facsimile
transmission, telex or telephone) of interstate or
foreign commerce or any facilities of any national
securities exchange of the United States. The Tender
Offer will not, and should not, be accepted by any
such use, means, instrumentality or facility involving
or from within the United States, and United States
persons will not have the Tender Offer available to
them, directly or indirectly, within the United
States.
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: December 9, 2004