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<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A-2
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 15, 1994
COMMISSION FILE NUMBER: 1-11311
LEAR SEATING CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 13-3386776
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
21557 TELEGRAPH ROAD, SOUTHFIELD, MI 48034
(Address of principal executive offices) (zip code)
(810) 746-1500
(Registrant's telephone number, including area code)
NO CHANGE
(Former name or former address, if changes since last report)
<PAGE> 2
The purpose of this Amendment No. 2 is amend the exhibits to the
Registrant's Current Report on Form 8-K dated December 15, 1994, by filing the
required financial statements for the acquired businesses.
ITEM 7: Financial Statements, Pro Forma Financial Information and Exhibits:
B. Exhibits
99.1 Combined financial statements of Fiat Seat Business
2
<PAGE> 3
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.
LEAR SEATING CORPORATION
Dated: August 11, 1995 By: /s/ James H. Vandenberghe
James H. Vandenberghe
Executive Vice President
Chief Financial Officer
3
<PAGE> 1
Exhibit 99.1
FIAT SEAT BUSINESS
COMBINED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1994 AND 1993
<PAGE> 2
FIAT SEAT BUSINESS
COMBINED BALANCE SHEETS
AS OF DECEMBER 31, 1994 AND 1993
(In millions of Italian Lire)
<TABLE>
<CAPTION>
December 31, December 31,
1994 1993
---- ----
(Unaudited)
<S> <C> <C>
ASSETS
------
CURRENT ASSETS:
Cash 11,135 4,184
Accounts receivable 348,591 243,658
Inventories (Note 5) 37,657 25,367
Other receivables and prepayments 8,218 16,559
--------- ----------
Total current assets 405,601 289,768
--------- ----------
PLANT, PROPERTY AND EQUIPMENT:
Land and buildings 1,779 27,261
Machinery and equipment 37,882 59,001
Construction in progress and advances 124,506 18,310
--------- ----------
164,167 104,572
Less- Accumulated depreciation (84,793) (24,432)
--------- ----------
Total plant, property and equipment, net 79,374 80,140
--------- ----------
OTHER ASSETS:
Investments in affiliates 8,009 7,531
Intangibles and deferred charges, net 548 1,465
--------- ----------
Total other assets 8,557 8,996
--------- ----------
Total assets 493,532 378,904
========= ==========
</TABLE>
The notes to the combined financial statements form
an integral part of these balance sheets.
2
<PAGE> 3
FIAT SEAT BUSINESS
COMBINED BALANCE SHEETS
AS OF DECEMBER 31, 1994 AND 1993
(In millions of Italian Lire)
<TABLE>
<CAPTION>
December 31, December 31,
LIABILITIES AND 1994 1993
---- ----
SHAREHOLDERS' INVESTMENTS (Unaudited)
<S> <C> <C>
CURRENT LIABILITIES:
Short-term borrowings 108,297 108,904
Current portion of long-term debt 923 885
Accounts payable 324,192 203,061
Other payables and accrued expenses 24,360 21,809
--------- ----------
457,772 334,659
--------- ----------
LONG-TERM LIABILITIES:
Long-term debt 3,280 3,790
Reserve for employee termination indemnities 28,879 30,215
Deferred income taxes - 1,833
--------- ----------
Total long-term liabilities 32,159 35,838
--------- ----------
Total liabilities 489,931 370,497
--------- ----------
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' INVESTMENTS
Capital accounts 49,270 56,122
Retained deficit (45,669) (47,483)
Cumulative translation adjustment - (232)
--------- ----------
Total shareholders' investments 3,601 8,407
--------- ----------
Total liabilities and shareholder's investments 493,532 378,904
========= ==========
</TABLE>
The notes to the combined financial statements
form an integral part of these balance sheets.
3
<PAGE> 4
FIAT SEAT BUSINESS
COMBINED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED
AS OF DECEMBER 31, 1994, 1993
(In millions of Italian Lire)
<TABLE>
<CAPTION>
Year Ended December 31,
-----------------------
1994 1993
---- ----
(Unaudited)
<S> <C> <C>
Net sales and revenues 726,753 571,761
Cost of sales (715,133) (571,446)
Selling, administrative and other expenses (50,844) (35,388)
---------- ----------
Operating income (loss) (39,224) (35,073)
Interest income (expense), net (8,489) (6,986)
Other income (expense) (1,269) (854)
---------- ----------
Loss before provision for income taxes (48,982) (42,913)
Provision for income taxes (291) 103
---------- ----------
Net loss (49,273) (42,810)
========== ==========
</TABLE>
The notes to the combined financial statements form
an integral part of these statement of operations.
4
<PAGE> 5
FIAT SEAT BUSINESS
COMBINED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1994, 1993
(In millions of Italian Lire)
<TABLE>
<CAPTION>
Year Ended December 31,
-----------------------
1994 1993
---- ----
(Unaudited)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period (49,273) (42,810)
Adjustments to reconcile net loss to net cash flow
from operating activities-
Depreciation and amortization 16,157 14,386
Net change in working capital items 14,838 29,262
Net change in reserve for employee termination
indemnities (1,336) 1,722
Other, net 439 707
-------- ---------
Net cash provided (used) by operating activities (19,175) 3,267
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property, plant and equipment and other
assets (19,429) (39,953)
Disposals of property, plant and equipment and other
assets 4,038 1,779
-------- ---------
Net cash used by investing activities (15,391) (38,174)
CASH FLOW FROM FINANCING ACTIVITIES
Capital increases 34,495 4,822
Increase (decrease) in short-term borrowings (607) 34,545
Repayment of long-term debt (510) (2,994)
Other, net 7,907 -
-------- ---------
Net cash flow provided by financing activities 41,285 36,373
-------- ---------
EFFECT OF EXCHANGE RATE CHANGES ON CASH 232 225
-------- ----------
NET INCREASE (DECREASE) IN CASH 6,951 1,691
-------- ---------
CASH - BEGINNING OF PERIOD 4,184 2,493
-------- ---------
CASH - END OF PERIOD 11,135 4,184
======== =========
</TABLE>
The notes to the combined financial statements
form an integral part of these statements.
5
<PAGE> 6
FIAT SEATING BUSINESS
NOTES TO COMBINED FINANCIAL STATEMENTS (Unaudited)
1. BASIS OF PRESENTATION
On December 15, 1994, Lear Seating Corporation purchased from Gilardini
S.p.A., an Italian Corporation, all of the outstanding common stock of Sepi
Poland S.p. Z o.o. and a 35% interest in a Turkish joint venture
(collectively, the "Fiat Seat Business," or "the Companies"). In connection
with this transaction, Lear Seating Corporation and Fiat (S.p.A. ("Fiat")
entered into a long-term supply agreement for certain products produced by
the FSB.
The FSB is engaged in the design and manufacture of automotive seating, with
its principal customers being Fiat and its affiliates. Prior to the FSB
being acquired by Lear Seating Corporation, the FSB received certain
administrative and treasury management services from Gilardini S.p.A. and
from other Fiat group finance companies.
These combined financial statements include the results of operating
activities, transactions and assets and liabilities associated with the
business of FSB in Italy and Poland. They also include Sepi S.p.A's 49%
interest in Industrias Cousin Freres S.L., a Spanish company also operating
in the Seat business, which is accounted for under the equity method of
accounting.
The combined financial statements have been prepared in conformity with
accounting principles generally accepted in the United States and reflect
certain adjustments and reclassifications to the financial statements
prepared by the Companies for legal and tax purposes in their respective
countries. The Companies' fiscal year end is December 31.
The combined financial statements of FSB for 1994 have been prepared without
audit pursuant to the rules and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosures normally included
in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such rules
and regulations. Management believes that the disclosures are adequate to
make the information presented not misleading when read in conjunction with
the financial statements and the notes thereto included in the Combined
Financial Statements as filed with the Securities and Exchange Commission on
Form 8-K, dated December 15, 1994, for the Acquisition of the Fiat Seat
Business.
The financial information presented reflects all adjustments (consisting
only of normal recurring adjustments) which are, in the opinion of
management, necessary for a fair statement of the results of operations and
financial position for the interim periods presented. These results are not
necessarily indicative of a full year's results of operations.
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<PAGE> 7
2. INVENTORIES
Inventories as of December 31, 1994 and 1993 are comprised of the following
(in millions of Italian Lire):
<TABLE>
<CAPTION>
December 31, December 31,
1994 1993
---- ----
<S> <C> <C>
Materials 26,217 16,066
Work in process 6,260 5,483
Finished products 4,634 3,818
-------- --------
37,111 25,367
======== ========
</TABLE>
3. SHORT-TERM BORROWINGS
Short-term borrowings consist of term loan and current accounts with finance
subsidiaries of Fiat S.p.A., which operated a centralized treasury function for
the Fiat Group. Interest rates on such borrowings ranged from 6.6 percent to
14.1 percent in the year ended December 31, 1993 and from 5.8 percent to 9.6
percent in the year ended December 31, 1994.
7
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