<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: 1-11311
LEAR SEATING CORPORATION 401(k) PLAN
(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 Road
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
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Report of Independent Public Accountants 3
Statements of Net Assets Available for Benefits as of
December 31, 1993 and 1992 5
Statements of Changes in Net Assets Available for Benefits for
the Years Ended December 31, 1993 and 1992 6
Notes to Financial Statements 7
Schedule I - Item 27a - Schedule of Assets Held for Investment
Purposes as of December 31, 1993 12
Schedule II - Item 27d - Schedule of Reportable Transactions for
the Year Ended December 31, 1993 13
Signatures 14
Exhibit Index 15
Exhibit 23.1, Consent of Arthur Andersen LLP 16
</TABLE>
2
<PAGE> 3
[ARTHUR ANDERSEN LETTERHEAD]
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Plan Administrator of
the Lear Seating Corporation
401(k) Plan:
We have audited the accompanying statements of net assets available for
benefits of LEAR SEATING CORPORATION 401(k) PLAN as of December 31, 1993 and
1992, and the related statements of changes in net assets available for
benefits for the years then ended. 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 audit 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 net 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 years then ended 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.
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.
/s/ Arthur Andersen LLP
Detroit, Michigan,
May 25, 1994.
3
<PAGE> 4
LEAR SEATING CORPORATION
401(k) PLAN
INDEX TO FINANCIAL STATEMENTS AND SCHEDULES
Statements of Net Assets Available for Benefits as of December 31, 1993 and
1992
Statements of Changes in Net Assets Available for Benefits for the Years Ended
December 31, 1993 and 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
4
<PAGE> 5
LEAR SEATING CORPORATION
401(k) PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1993 AND 1992
<TABLE>
<CAPTION>
Fund Information
------------------------------------------------------------------------
1993
------------------------------------------------------------------------
Investment
Bond Equity Money Contract Participant
Fund Fund Market Fund Trust Fund Loans Total
---- ------ ----------- ---------- ----------- -----
<S> <C> <C> <C> <C> <C> <C>
ASSETS:
Investments:
Fixed Income Securities Fund
147,581 units and 97,417
units as of December 31,
1993 and 1992, respectively . . . . . $1,360,696 $ -- $ -- $ -- $ -- $1,360,696
Windsor II Fund
236,084 units and 150,873
units as of December 31,
1993 and 1992, respectively . . . . . -- 4,022,876 -- -- -- 4,022,876
Money Market Fund
919,460 units and 938,026
units as of December 31,
1993 and 1992 respectively. . . . . . -- -- 919,460 -- -- 919,460
Investment Contract Fund
333,478 units and 238,280
units as of December 31,
1993 and 1992, respectively . . . . . -- -- -- 333,478 -- 333,478
---------- ---------- -------- -------- -------- ----------
Total investments . . . . . . . . 1,360,696 4,022,876 919,460 333,478 -- 6,636,510
Contribution receivable . . . . . . . . . 31,637 104,233 17,157 11,215 -- 164,242
Participant loan interest receivable. . . 247 798 110 66 -- 1,221
Participant loans . . . . . . . . . . . . -- -- -- -- 224,962 224,962
---------- ---------- -------- -------- -------- ----------
NET ASSETS AVAILABLE FOR BENEFITS . . . . . $1,392,580 $4,127,907 $936,727 $344,759 $224,962 $7,026,935
========== ========== ======== ======== ======== ==========
<CAPTION>
Fund Information
------------------------------------------------------------------------
1992
------------------------------------------------------------------------
Investment
Bond Equity Money Contract Participant
Fund Fund Market Fund Trust Fund Loans Total
---- ------ ----------- ---------- ----------- -----
<S> <C> <C> <C> <C> <C> <C>
ASSETS:
Investments:
Fixed Income Securities Fund
147,581 units and 97,417
units as of December 31,
1993 and 1992, respectively . . . . . $ 863,110 $ -- $ -- $ -- $ -- $ 863,110
Windsor II Fund
236,084 units and 150,873
units as of December 31,
1993 and 1992, respectively . . . . . -- 2,400,386 -- -- -- 2,400,386
Money Market Fund
919,460 units and 938,026
units as of December 31,
1993 and 1992 respectively. . . . . . -- -- 938,026 -- -- 938,026
Investment Contract Fund
333,478 units and 238,280
units as of December 31,
1993 and 1992, respectively . . . . . -- -- -- 238,280 -- 238,280
---------- ---------- -------- -------- -------- ----------
Total investments . . . . . . . . 863,110 2,400,386 938,026 238,280 -- 4,439,002
Contribution receivable . . . . . . . . . 320 2,202 -- -- -- 2,522
Participant loan interest receivable. . . -- -- -- -- -- --
Participant loans . . . . . . . . . . . . -- -- -- -- 52,117 52,117
---------- ---------- -------- -------- -------- ----------
NET ASSETS AVAILABLE FOR BENEFITS . . . . . $ 863,430 $2,402,588 $938,026 $238,280 $ 52,117 $4,494,441
========== ========== ======== ======== ======== ==========
</TABLE>
The accompanying notes are an integral part of these statements.
5
<PAGE> 6
LEAR SEATING CORPORATION
401(k) PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 1993 AND 1992
<TABLE>
<CAPTION>
Fund Information
------------------------------------------------------------------------------------------
1993
------------------------------------------------------------------------------------------
Investment
Bond Equity Money Contract Participant
Fund Fund Market Fund Trust Fund Loans Total
---------- ---------- ----------- ---------- -------- ----------
<S> <C> <C> <C> <C> <C> <C>
NET INVESTMENT INCOME:
Interest and dividend income $ 113,355 $ 219,645 $ 28,373 $ 17,587 $ -- $ 378,960
Net unrealized appreciation
(depreciation) in
value of investments 15,709 151,945 -- -- -- 167,654
Net realized gain on sale
of investments 10,120 21,652 -- -- -- 31,772
---------- ---------- --------- -------- -------- ----------
Net investment income 139,184 393,242 28,373 17,587 -- 578,386
CONTRIBUTIONS:
Employee contributions 295,152 980,360 204,007 108,724 -- 1,588,243
Employer contributions 78,285 250,279 48,792 29,670 -- 407,026
Rollover contributions 64,278 70,275 3,503 6,235 -- 144,291
---------- ---------- --------- -------- -------- ----------
Total contributions 437,715 1,300,914 256,302 144,629 -- 2,139,560
BENEFIT DISTRIBUTIONS (19,741) (81,385) (77,832) (6,494) -- (185,452)
FORFEITURES (2,065) (9,160) 11,280 (55) -- --
INVESTMENT TRANSFERS, net (25,943) 121,708 (219,422) (49,188) 172,845 --
---------- ---------- --------- -------- -------- ----------
Net increase (decrease) 529,150 1,725,319 (1,299) 106,479 172,845 2,532,494
NET ASSETS AVAILABLE FOR
BENEFITS, beginning of year 863,430 2,402,588 938,026 238,280 52,117 4,494,441
---------- ---------- --------- -------- -------- ----------
NET ASSETS AVAILABLE FOR
BENEFITS, end of year $1,392,580 $4,127,907 $ 936,727 $344,759 $224,962 $7,026,935
========== ========== ========= ======== ======== ==========
<CAPTION>
Fund Information
------------------------------------------------------------------------------------------
1992
------------------------------------------------------------------------------------------
Investment
Bond Equity Money Contract Participant
Fund Fund Market Fund Trust Fund Loans Total
---------- ---------- ----------- ---------- -------- ----------
<S> <C> <C> <C> <C> <C> <C>
NET INVESTMENT INCOME:
Interest and dividend income $ 52,066 $ 93,677 $ 54,261 $ 4,542 $ -- $ 204,546
Net unrealized appreciation
(depreciation) in
value of investments (12,296) 67,136 -- -- -- 54,840
Net realized gain on sale
of investments 2,391 2,612 -- -- -- 5,003
---------- ---------- --------- -------- -------- ----------
Net investment income 42,161 163,425 54,261 4,542 -- 264,389
CONTRIBUTIONS:
Employee contributions 226,853 645,714 230,191 66,624 -- 1,169,382
Employer contributions 65,570 174,261 84,167 18,976 -- 342,974
Rollover contributions 3,687 6,339 5,113 -- -- 15,139
---------- ---------- --------- -------- -------- ----------
Total contributions 296,110 826,314 319,471 85,600 -- 1,527,495
BENEFIT DISTRIBUTIONS (87,808) (197,861) (136,822) (55) -- (422,546)
FORFEITURES (2,575) (6,202) -- (14) -- (8,791)
INVESTMENT TRANSFERS, net (103,857) 157,761 (237,733) 148,207 35,622 --
---------- ---------- --------- -------- -------- ----------
Net increase (decrease) 144,031 943,437 (823) 238,280 35,622 1,360,547
NET ASSETS AVAILABLE FOR
BENEFITS, beginning of year 719,399 1,459,151 938,849 -- 16,495 3,133,894
---------- ---------- --------- -------- -------- ----------
NET ASSETS AVAILABLE FOR
BENEFITS, end of year $ 863,430 $2,402,588 $ 938,026 $238,280 $ 52,117 $4,494,441
========== ========== ========= ======== ======== ==========
</TABLE>
The accompanying notes are an integral part of these statements.
6
<PAGE> 7
LEAR SEATING CORPORATION
401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
(1) PLAN DESCRIPTION
General
Effective February 1, 1989, Lear Seating Corporation (the
Company), formerly known as Lear Siegler Seating Corporation,
established the Lear Siegler Seating Corp. 401(k) Plan. The Lear
Siegler Seating Corp. 401(k) Plan was amended effective April 1,
1992 to change the name to the Lear Seating Corporation 401(k)
Plan (the Plan) and to execute a new Trust Agreement as described
below under Administration. 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 non-union U.S. salaried employees of the Company
(including Plastics and Progress Pattern, but excluding Fairhaven
employees), who have completed three months of service and who
have attained age 21, are eligible to participate in the Plan
effective the first day of the quarter 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 matching
contributions on behalf of each participant who has made a
contribution to the Plan. The matching contribution is equal to
50% of each participant's contribution, except that the matching
contribution for a participant during any plan year shall not
exceed the lesser of $1,150 or 4% of a participant's annual
compensation.
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. It is the
trustee's responsibility to invest Plan assets and to distribute
benefits to participants.
7
<PAGE> 8
LEAR SEATING CORPORATION
401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
(Continued)
The Company's Board of Directors appointed officers of the Company to
act as trustees under the Trust Agreement dated February 8, 1989.
Under a new Trust Agreement effective April 1, 1992, the Company
appointed Delaware Charter Guarantee and Trust Company (Trustee) to act
as trustee of the Plan. Daily administration and record keeping of Plan
activity was performed by Retirement Plan Services, Inc. prior to April
1, 1992. These services are now performed by the Trustee.
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
Fund's investment advisor, are
undervalued in the marketplace.
Money Market - Money Market Fund consisting of
Fund 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.
Allocation 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.
8
<PAGE> 9
LEAR SEATING CORPORATION
401(k) PLAN
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 20% per
year and are 100% vested after completion of five 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 upon attainment of
seventh anniversary of employment;
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 through installment payments, or in
a lump sum. Benefits due upon termination of employment are based on
vested amounts in the participants' accounts and are made by installment
payments, or in a lump sum. A terminated participant may elect to defer
payment up to the first of April of the year the participant attains age
70-1/2 unless the participant makes a written request for earlier
distribution. In any event, the Company will make a lump sum payment to
any participant if the amount owed is less than $3,500.
The accompanying Statements of Net 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 approximately $24,000 and
$154,000 as of December 31, 1993 and 1992, respectively.
9
<PAGE> 10
LEAR SEATING CORPORATION
401(k) PLAN
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
there upon become 100% vested and nonforfeitable. The Company
currently has no intention to terminate the Plan.
Loans to Participants
Participants are allowed to borrow from the Plan amounts not to
exceed the lesser of (a) $50,000, or (b) 50% of their vested
account balances. Participants are not allowed to have more than
one loan outstanding at a time and may not take out a loan more
than once in a 12 month period. The interest rate on the loans is
determined by the Plan Administrator and is usually based on the
prevailing market rate. Repayment of any loan is made through
employee payroll deductions, generally over a period of five years
or less.
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 Statements of Net 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 gains 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 of certain
investments and the net gain or loss on the sale of certain
investments is not readily determinable from the Trustee's
statements.
10
<PAGE> 11
LEAR SEATING CORPORATION
401(k) PLAN
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 Plan obtained its latest determination letter of October
12, 1989, in which the Internal Revenue Service stated that the Plan,
as then designed, was in compliance with the applicable requirements
of the Internal Revenue Code (the Code). The Plan has been amended
since receiving the determination letter. 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.
11
<PAGE> 12
SCHEDULE I
LEAR SEATING CORPORATION
401(k) PLAN
EIN: 13-3386776 PN: 002
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1993
<TABLE>
<CAPTION>
CURRENT
IDENTITY OF PARTY INVOLVED DESCRIPTION OF INVESTMENT COST VALUE
-------------------------- ------------------------- ------------ ----------
<S> <C> <C> <C>
* Vanguard Group Fixed Income Securities (a) $1,360,696
* Vanguard Group Windsor II (a) 4,022,876
* Vanguard Group Money Market $919,460 919,460
* Vanguard Group Investment Contract Trust 333,478 333,478
* Participant Loans Promissory Notes, interest
rates at 7%, maturing
through November 1998 224,962 224,962
----------
Total investments $6,861,472
==========
</TABLE>
(a) Amounts not readily determinable from the trustee statements.
* Represents a party-in-interest.
12
<PAGE> 13
SCHEDULE II
LEAR SEATING CORPORATION
401(k) PLAN
EIN: 13-3386776 PN: 002
ITEM 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1993
<TABLE>
<CAPTION>
Current Value
of Asset on Net Gain
Identity of Party Purchase Selling Transaction or
Involved Description of Asset Price Price Cost Date (Loss)
----------------- -------------------- --------- -------- ------ -------------- -----------
<S> <C> <C> <C> <C> <C> <C>
* Vanguard Group Fifty-five aggregate purchases of
69,523 Fixed Income Securities
shares, including reinvested
interest of $111,449 $ 653,394 N/A $ 653,394 $ 653,394 N/A
* Vanguard Group Forty-eight aggregate purchases of
101,348 Windsor II shares, including
reinvested interest of $214,558 1,727,280 N/A 1,727,280 1,727,280 N/A
* Vanguard Group Forty-three aggregate purchase of
314,021 Money Market shares, including
reinvested interest of $27,246 314,021 N/A 314,021 314,021 N/A
* Vanguard Group Thirty-seven aggregate purchases of
177,234 Investment Contract Trust
shares, including reinvested interest
of $17,276 177,234 N/A 177,234 177,234 N/A
* Vanguard Group Thirty-eight aggregate sales of 19,359
Fixed Income Securities shares N/A $181,637 (a) 181,637 (a)
* Vanguard Group Fifty-one aggregate sales of 16,137
Windsor II shares N/A 278,387 (a) 278,387 (a)
* Vanguard Group Twenty-nine aggregate sales of 332,588
Money Market shares N/A 332,588 332,588 332,588 $ --
* Vanguard Group Twenty-six aggregate sales of 82,035
Investment Contract Trust shares N/A 82,035 82,035 82,035 --
</TABLE>
(a) Amounts not readily determinable from the trustee statements.
* Represents a party-in-interest.
13
<PAGE> 14
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
By: Lear Seating Corporation,
as Plan Administrator
By: /s/ Bill Ludwig
--------------------------
Name: Bill Ludwig
Title: Vice President of
Human Resources
14
<PAGE> 15
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)
15
