<PAGE> 1
AS FILED WITH THE COMMISSION ON JANUARY 11, 1995
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
FORM 11-K
--------------------------
(Mark One)
/ X / ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended December 31, 1993
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _________ to __________
Commission file number: 1 - 1131
LEAR SEATING CORPORATION 401(k) PLAN
FOR HOURLY EMPLOYEES OF THE FENTON PLANT
(Full title of the plan)
LEAR SEATING CORPORATION
(Exact name of issuer as specified in its charter)
Delaware 13-3386776
----------------- -----------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
21557 Telegraph
Southfield, Michigan 48034
------------------------------------------- -------
(address of principal executive offices) (zip code)
(810) 746-1500
---------------------------------------------------------------
(Telephone number, including area code, of agent for service)
<PAGE> 2
LEAR SEATING CORPORATION 401(K) PLAN
FOR HOURLY EMPLOYEES OF THE FENTON PLANT
TABLE OF CONTENTS
Page
----
Report of Independent Public Accountants 3
Statements of Assets Available for Benefits as of December 31, 6
1993 and 1992
Statements of Changes in Net Assets Available for Benefits
for the Year Ended December 31, 1993 and the Six Months
ended December 31, 1992 7
Notes to Financial Statements 8
Schedule I - Item 27a - Schedule of Assets Held for Investment 13
Purposes as of December 31, 1993
Schedule II - Item 27d - Schedule of Reportable Transactions for 14
the Year Ended December 31, 1993
Signatures 15
Exhibit Index 16
Exhibit 23.1, Consent of Arthur Andersen LLP 17
2
<PAGE> 3
[ARTHUR ANDERSEN LETTERHEAD]
Report of Independent Public Accountants
To the Plan Administrator of
the Lear Seating Corporation
401(k) Plan for Hourly
Employees of the Fenton Plant:
We have audited the accompanying statements of assets available for benefits of
LEAR SEATING CORPORATION 401(K) PLAN FOR HOURLY EMPLOYEES OF THE FENTON PLANT
as of December 31, 1993 and 1992, and the related statements of changes in net
assets available for benefits for the year ended December 31, 1993 and the six
months ended December 31, 1992. These financial statements and the schedules
referred to below are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements and
schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the assets available for benefits of the Plan as of
December 31, 1993 and 1992, and the changes in net assets available for
benefits for the year ended December 31, 1993 and the six months ended December
31, 1992 in conformity with generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets
held for investment purposes and reportable transactions are presented for the
purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. The Fund Information in
the statement of net assets available for benefits and the statement of changes
in net assets available for benefits is presented for purposes of additional
analysis rather than to present the net assets available for plan benefits and
changes in net assets available for plan benefits of each fund. The
supplemental schedules and fund information have been subjected to the auditing
procedures applied in the audits of the basic financial statements and, in our
opinion, are fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
3
<PAGE> 4
As explained in the notes thereto, information presented in the schedule of
assets held for investment purposes and the schedule of reportable transactions
that accompany the Plan's financial statements does not disclose the
historical cost of certain investments. Disclosure of this information is
required by the Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974.
Arthur Andersen LLP
Detroit, Michigan,
May 25, 1994.
4
<PAGE> 5
LEAR SEATING CORPORATION
401(k) PLAN
FOR HOURLY EMPLOYEES OF THE FENTON PLANT
INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
Statements of Assets Available for Benefits as of December 31, 1993 and 1992
Statements of Changes in Net Assets Available for Benefits for the Year Ended
December 31, 1993 and the Six Months Ended December 31, 1992
Notes to Financial Statements
Schedule I - Item 27a - Schedule of Assets Held for Investment Purposes as of
December 31, 1993
Schedule II - Item 27d - Schedule of Reportable Transactions for the Year Ended
December 31, 1993
5
<PAGE> 6
LEAR SEATING CORPORATION
401(k) PLAN
FOR HOURLY EMPLOYEES OF THE FENTON PLANT
STATEMENTS OF ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1993 AND 1992
<TABLE>
<CAPTION>
FUND INFORMATION
-------------------------------------------------------------------------------------------
1993 1992
------------------------------------------ ---------------------------------------------
Money Investment Money Investment
Bond Equity Market Contract Bond Equity Market Contract
Fund Fund Fund Trust Fund Total Fund Fund Fund Trust Fund Total
---- ------ ------ ---------- ----- ---- ------ ------ ---------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS:
Investments --
Fixed Income Securities Fund --
5,102 units and 279 units as of
December 31, 1993 and 1992,
respectively $47,045 $ -- $ -- $ -- $ 47,045 $2,473 $ -- $ -- $ -- $ 2,473
Windsor II Fund --
9,256 units and 393 units as
of December 31, 1993 and 1992,
respectively -- 157,724 -- -- 157,724 -- 6,251 -- -- 6,251
Money Market Fund --
52,014 units and 1,944 units as
of December 31, 1993 and 1992,
respectively -- -- 52,014 -- 52,014 -- -- 1,944 -- 1,944
Investment Contracts Fund --
37,148 units and 1,957 units as
of December 31, 1993 and 1992,
respectively -- -- -- 37,148 37,148 -- -- -- 1,957 1,957
------- -------- ------- ------- -------- ------ ------- ------- ------- -------
Total investments 47,045 157,724 52,014 37,148 293,931 2,473 6,251 1,944 1,957 12,625
Contributions receivable 6,290 19,446 6,549 4,712 36,997 6,451 15,600 9,533 5,286 36,890
------- -------- ------- ------- -------- ------ ------- ------- ------ -------
ASSETS AVAILABLE FOR BENEFITS $53,335 $177,170 $58,563 $41,860 $330,928 $8,924 $21,851 $11,497 $7,243 $49,515
======= ======== ======= ======= ======== ====== ======= ======= ====== =======
</TABLE>
The accompanying notes are an integral part of these statements.
6
<PAGE> 7
LEAR SEATING CORPORATION
401(k) PLAN
FOR HOURLY EMPLOYEES OF THE FENTON PLANT
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1993 AND SIX MONTHS ENDED DECEMBER 31, 1992
<TABLE>
<CAPTION>
Fund Information
------------------------------------------------------------------------
1993
------------------------------------------------------------------------
Money Investment
Bond Equity Market Contract
Fund Fund Fund Trust Fund Total
---- ------ ------ ---------- -----
<S> <C> <C> <C> <C> <C>
INVESTMENT INCOME (LOSS):
Interest and dividend income $ 2,869 $ 7,382 $ 827 $ 1,214 $ 12,292
Net unrealized appreciation
(depreciation) in value
of investments (538) 111 -- -- (427)
Realized (loss) on sale of
investments (21) (62) -- -- (83)
------- -------- ------- ------- --------
Net investment income 2,310 7,431 827 1,214 11,782
CONTRIBUTIONS:
Employee contributions 35,965 111,861 29,110 28,922 205,858
Employer contributions 8,918 28,440 19,940 8,290 65,588
------- -------- ------- ------- --------
Total contributions 44,883 140,301 49,050 37,212 271,446
BENEFIT DISTRIBUTIONS (632) (492) (604) (87) (1,815)
INVESTMENT TRANSFERS, net (2,150) 8,079 (2,207) (3,722) --
------- -------- ------- ------- --------
Net increase 44,411 155,319 47,066 34,617 281,413
NET ASSETS AVAILABLE FOR BENEFITS,
beginning of period 8,924 21,851 11,497 7,243 49,515
------- -------- ------- ------- --------
NET ASSETS AVAILABLE FOR BENEFITS,
end of period $53,335 $177,170 $58,563 $41,860 $330,928
======= ======== ======= ======= ========
<CAPTION>
Fund Information
------------------------------------------------------------------------
Six Months Ended December 31, 1992
------------------------------------------------------------------------
Money Investment
Bond Equity Market Contract
Fund Fund Fund Trust Fund Total
---- ------ ------ ---------- -----
<S> <C> <C> <C> <C> <C>
INVESTMENT INCOME (LOSS):
Interest and dividend income $ 11 $ 205 $ 4 $ 7 $ 227
Net unrealized appreciation
(depreciation) in value
of investments 8 (153) -- -- (145)
Realized (loss) on sale of
investments -- -- -- -- --
------- -------- ------- ------- --------
Net investment income 19 52 4 7 82
CONTRIBUTIONS:
Employee contributions 5,465 13,494 4,103 4,283 27,345
Employer contributions 3,440 8,305 7,390 2,953 22,088
------- -------- ------- ------- --------
Total contributions 8,905 21,799 11,493 7,236 49,433
BENEFIT DISTRIBUTIONS -- -- -- -- --
INVESTMENT TRANSFERS, net -- -- -- -- --
------- -------- ------- ------- --------
Net increase 8,924 21,851 11,497 7,243 49,515
NET ASSETS AVAILABLE FOR BENEFITS,
beginning of period -- -- -- -- --
------- -------- ------- ------- --------
NET ASSETS AVAILABLE FOR BENEFITS,
end of period $8,924 $21,851 $11,497 $7,243 $49,515
======= ======== ======= ======= ========
</TABLE>
The accompanying notes are an integral part of these statements.
7
<PAGE> 8
LEAR SEATING CORPORATION
401(k) PLAN
FOR HOURLY EMPLOYEES OF THE FENTON PLANT
NOTES TO FINANCIAL STATEMENTS
(1) PLAN DESCRIPTION
General
Effective July 1, 1992, Lear Seating Corporation (the Company)
established the Lear Seating Corporation 401(k) Plan for
Hourly Employees of the Fenton Plant (the Plan). The
following description of the Plan provides only general
information. Participants should refer to the Plan
agreement for a more complete description of the Plan's
provisions.
Eligibility
All full-time hourly employees of the Fenton Plant who have
completed 75 days of service are eligible to participate in
the Plan effective the first day of the month following
completion of the Plan's eligibility requirements.
Contributions
Contributions to the Plan are made as follows:
Employee Contributions - Participants may elect to defer from
1% to 16% of their compensation each Plan year, subject to
Plan limitations. The amount of compensation participants
elect to defer through payroll deductions is contributed
to the Plan by the Company on their behalf.
Employer Contributions - The Company makes contributions on
behalf of each eligible employee. The contribution formula
is based on the number of hours worked by the individual.
Administration
The Plan administrator is responsible for general
administration of the Plan for the exclusive benefit of Plan
participants and their beneficiaries, subject to the specific
terms of the Plan agreement. Assets of the Plan and related
investments are administered by the Plan's trustee, Delaware
Charter Guarantee and Trust Company. It is the trustee's
responsibility to invest Plan assets and to distribute
benefits to participants.
8
<PAGE> 9
LEAR SEATING CORPORATION
401(k) PLAN
FOR HOURLY EMPLOYEES OF THE FENTON PLANT
NOTES TO FINANCIAL STATEMENTS
(Continued)
Investment Options
The Plan agreement provides for four investment options under the
Vanguard Group:
Bond Fund - Fixed Income Securities Fund consisting
of investments in a diversified
portfolio of long-term, investment
grade bonds.
Equity Fund - Windsor II Fund consisting primarily
of investments in common stocks that, in
the opinion of the Funds investment
advisor, are undervalued in the
marketplace.
Money Market Fund - Money Market Fund consisting of
investments in short-term securities
such as certificates of deposit,
bankers' acceptances, commercial
paper, and U.S. Government securities.
Investment Contract - Investment Contract Trust Fund
Trust Fund consisting primarily of investments in
investment contracts issued by
high-quality insurance companies and
banks, and in similar types of fixed
income investments.
Each plan participant may elect, from the various options provided
in the Plan agreement, the percentage allocation of both employer
and employee contributions among the funds.
Allocations of Earnings and Losses
The earnings and losses on Plan investments are allocated on a
pro rata basis to the elective accounts of the individual
participants.
9
<PAGE> 10
LEAR SEATING CORPORATION
401(k) PLAN
FOR HOURLY EMPLOYEES OF THE FENTON PLANT
NOTES TO FINANCIAL STATEMENTS
(Continued)
Vesting of Benefits
Participants are immediately 100% vested in their contributions
and earnings thereon regardless of length of service. Participants
become vested in employer contributions and earnings thereon at a
rate of 50% after completion of one year of service, 75% after two
years, and 100% after three years of service or upon retirement,
total and permanent disability or death.
Plan Forfeitures
Forfeitures of participants' nonvested portion of employer
contributions, as determined in accordance with the Plan provisions,
are available to reduce future employer contributions.
Distribution of Benefits
Distribution of benefits is made upon the occurrence of any one
of the following:
Normal retirement of the participant at age 65;
Deferred retirement of the participant beyond age 65;
Early retirement of the participant at age 55;
Total and permanent disability of the participant;
Death of the participant; and
Termination of employment.
Benefits payable upon normal, deferred or early retirement,
total and permanent disability or death are made in either a lump sum
or an annuity. Benefits due upon termination of employment are based
on vested amounts in the participants' accounts and are made in
either a lump sum or an annuity. A terminated participant will
receive the distribution within one year after termination of
employment.
The accompanying Statements of Assets Available for Benefits
include amounts allocated to accounts of persons who have withdrawn
from participation in the earnings and operations of the Plan. These
amounts were paid subsequent to yearend and totaled $4,153 and
$152 as of December 31, 1993 and 1992, respectively.
10
<PAGE> 11
LEAR SEATING CORPORATION
401(k) PLAN
FOR HOURLY EMPLOYEES OF THE FENTON PLANT
NOTES TO FINANCIAL STATEMENTS
(Continued)
Priorities Upon Termination of the Plan
In the event of complete discontinuance of employer
contributions or if the Plan is totally or partially
terminated, the accounts of the participants affected by
such actions shall thereupon become 100% vested and
nonforfeitable. The Company currently has no intention to
terminate the Plan.
Loans to Participants
Loans to participants are allowed if the Plan administrator
determines that such loans are permitted under the
provisions of the Plan. Interest is charged at a
reasonable rate, based on the duration and purpose of the
loan. Repayment of any loan is made through employee
payroll deductions, generally over a period of five years
or less. There were no outstanding loans as of December
31, 1993 and 1992.
Hardship Withdrawals
No amounts may be withdrawn from a salary deferral account
before a participant terminates employment with the
Company or attains the age of fifty-nine and one-half,
except by reason of financial hardship. All requests for
hardship withdrawals require the consent of the Plan
administrator.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
Accounting records are maintained by the Trustee on the
accrual basis of accounting.
Investments
Investment transactions are recorded on the trade date
basis. Investments owned are reflected in the Statement
of Assets Available for Benefits at current value.
Current value, which is equivalent to market value, is
the unit valuation of the security at yearend. Realized
losses on sales of investments and unrealized
appreciation and depreciation in the value of investments
are computed based on the difference between the market
value of Plan assets at the beginning of the Plan year,
or at time of purchase if acquired during the year, and
the market value of investments when sold or at Plan
yearend. The historical cost certain investments and the
net gain or loss on the sale of certain investments is
not readily determinable from the Trustee's statements.
11
<PAGE> 12
LEAR SEATING CORPORATION
401(k) PLAN
FOR HOURLY EMPLOYEES OF THE FENTON PLANT
NOTES TO FINANCIAL STATEMENTS
(Continued)
Expenses
All direct costs and expenses incurred in connection with the
Plan are paid by the Company.
(3) TAX STATUS
The Company has not yet requested a determination letter from the
Internal Revenue Service to indicate that the Plan is in
compliance with the applicable requirements of the Internal Revenue
Code (the Code). However, the Plan administrator and the Plan's tax
counsel believe that the Plan is currently designed and being
operated in compliance with the applicable requirements of the Code.
Therefore, they believe that the Plan was qualified and the related
trust was tax-exempt as of the financial statement date.
Accordingly, no provision for income taxes has been recorded in the
accompanying financial statements.
12
<PAGE> 13
SCHEDULE I
LEAR SEATING CORPORATION
401(k) PLAN
FOR HOURLY EMPLOYEES OF THE FENTON PLANT
EIN: 13-3386776 PN: 010
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1993
<TABLE>
<CAPTION>
Identity of Current
Party Involved Description of Investment Cost Value
-------------- ------------------------- ------ ---------
<S> <C> <C> <C>
*Vanguard Group Fixed Income Securities (a) $ 47,045
*Vanguard Group Windsor II (a) 157,724
*Vanguard Group Money Market $52,014 52,014
*Vanguard Group Investment Contract Trust 37,148 37,148
--------
Total investments $293,931
========
</TABLE>
(a) Amounts not readily determinable from the trustee statements.
* Represents a party-in-interest.
13
<PAGE> 14
SCHEDULE II
LEAR SEATING CORPORATION
401(k) PLAN
FOR HOURLY EMPLOYEES OF THE FENTON PLANT
EIN: 13-3386776 PN: 010
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1993
<TABLE>
<CAPTION>
Current Value
of Asset on Net Gain
Identity of Purchase Selling Transaction or
Party Involved Transaction Price Price Cost Date (Loss)
--------------- ----------- ------- ------- ---- -------- ------
<S> <C> <C> <C> <C> <C> <C>
* Vanguard Group Thirty-three aggregate purchases of $ 51,651 N/A $ 51,651 $ 51,651 N/A
5,514 Fixed Income Securities shares,
including reinvested interest of $2,862
* Vanguard Group Twenty-seven aggregate purchases of 9,090 155,401 N/A 155,401 155,401 N/A
Windsor II shares, including reinvested
interest of $7,369
* Vanguard Group Thirty aggregate purchases of 55,211 Money 55,211 N/A 55,211 55,211 N/A
Market shares, including reinvested
interest of $819
* Vanguard Group Thirty aggregate purchases of 40,533 40,533 N/A 40,533 40,533 N/A
Investment Contract Trust shares,
including reinvested interest of $1,214
* Vanguard Group Seven aggregate sales of 691 Fixed N/A $6,521 (a) 6,521 (a)
Income Securities shares
* Vanguard Group Seven aggregate sales of 227 Windsor II N/A 3,977 (a) 3,977 (a)
shares
* Vanguard Group Six aggregate sales of 5,140 Money Market N/A 5,140 5,140 5,140 $ -
shares
* Vanguard Group Five aggregate sales of 5,342 Investment N/A 5,342 5,342 5,342 -
Contract Trust shares
</TABLE>
(a) Amounts not readily determinable from the trustee statements.
* Represents a party-in-interest
14
<PAGE> 15
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees (or other persons who administer the employee benefit plan) have
duly caused this annual report to be signed on its behalf by the undersigned
hereunto duly authorized in the City of Southfield, Michigan on January 11,
1995.
LEAR SEATING CORPORATION
401(K) PLAN FOR HOURLY
EMPLOYEES OF THE FENTON PLANT
By: Lear Seating Corporation,
as Plan Administrator
By: /s/ Bill Ludwig
---------------------
Name: Bill Ludwig
Title: Vice President of
Human Resources
15
<PAGE> 16
EXHIBIT INDEX
Sequential
Exhibit Page
Number Description Number
------ ----------- ----------
23.1 Consent of Arthur Andersen LLP (filed as
Exhibit 23.3 to the Registrant's Registration
Statement on Form S-8 (No. 33-57237) and
incorporated herein by reference)
16
