UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Amendment No. 1
Under the Securities Exchange Act of 1934
Lear Corporation
----------------
(Name of Issuer)
Common Stock, par value $.01 per share
--------------------------------------
(Title of Class of Securities)
521893 10 7
-----------
(CUSIP Number)
Page 1 of 30 Pages
Exhibit Index is at Page 18
<PAGE>
CUSIP NO. 521893 10 7 13G
----------------
1. Name of Reporting Person EXOR Group S.A.
S.S. or I.R.S. Identifica-
tion No. of Above Person (No S.S. or IRS
Identification No.)
2. Check the Appropriate Box (a)
if a Member of a Group
(b) X
3. S.E.C. Use Only
4. Citizenship or Place of Luxembourg
Organization
Number of Shares (5) Sole Voting Power
Beneficially 0
Owned by Each (6) Shared Voting
Reporting Person Power 2,183,914
With
(7) Sole Dispositive Power
0
(8) Shared Dispositive
Power 2,183,914
9. Aggregate Amount Beneficially
Owned by Each Reporting Person 2,183,914
10. Check if the Aggregate Amount
in Row (9) Excludes Certain
Shares
11. Percent of Class Represented
by Amount in Row 9 3.3%
12. Type of Reporting Person
CO
Page 2 of 30 Pages
<PAGE>
CUSIP No. 521893 10 7 13G
---------------
1. Name of Reporting Person FIMA Finance
S.S. or I.R.S. Identifica- Management Inc.
tion No. of Above Person (No S.S. or IRS
Identification No.)
2. Check the Appropriate Box (a)
if a Member of a Group
(b) X
3. S.E.C. Use Only
4. Citizenship or Place of British Virgin Islands
Organization
Number of Shares (5) Sole Voting Power
Beneficially 0
Owned by Each (6) Shared Voting
Reporting Person Power 2,183,914
With
(7) Sole Dispositive Power
0
(8) Shared Dispositive
Power 2,183,914
9. Aggregate Amount Beneficially
Owned by Each Reporting Person 2,183,914
10. Check if the Aggregate Amount
in Row (9) Excludes Certain
Shares
11. Percent of Class Represented
by Amount in Row 9 3.3%
12. Type of Reporting Person
CO
Page 3 of 30 Pages
<PAGE>
CUSIP No. 521893 10 7 13G
---------------
1. Name of Reporting Person Istituto Finanziario
S.S. or I.R.S. Identifica- Industriale S.p.A.
tion No. of Above Person (No S.S. or IRS
Identification No.)
2. Check the Appropriate Box (a)
if a Member of a Group
(b) X
3. S.E.C. Use Only
4. Citizenship or Place of Italy
Organization
Number of Shares (5) Sole Voting Power
Beneficially 0
Owned by Each (6) Shared Voting
Reporting Person Power 2,183,914
With
(7) Sole Dispositive Power
0
(8) Shared Dispositive
Power 2,183,914
9. Aggregate Amount Beneficially
Owned by Each Reporting Person 2,183,914
10. Check if the Aggregate Amount
in Row (9) Excludes Certain
Shares
11. Percent of Class Represented
by Amount in Row 9 3.3%
12. Type of Reporting Person
CO
Page 4 of 30 Pages
<PAGE>
CUSIP No. 521893 10 7 13G
----------------
1. Name of Reporting Person Giovanni Agnelli
S.S. or I.R.S. Identifica- e C. S.a.a.
tion No. of Above Person (No S.S. or IRS
Identification No.)
2. Check the Appropriate Box (a)
if a Member of a Group
(b) X
3. S.E.C. Use Only
4. Citizenship or Place of Italy
Organization
Number of Shares (5) Sole Voting Power
Beneficially 0
Owned by Each (6) Shared Voting
Reporting Person Power 2,183,914
With
(7) Sole Dispositive Power
0
(8) Shared Dispositive
Power 2,183,914
9. Aggregate Amount Beneficially
Owned by Each Reporting Person 2,183,914
10. Check if the Aggregate Amount
in Row (9) Excludes Certain
Shares
11. Percent of Class Represented
by Amount in Row 9 3.3%
12. Type of Reporting Person
PN
Page 5 of 30 Pages
<PAGE>
CUSIP No. 521893 10 7 13G
---------------
1. Name of Reporting Person Giovanni Agnelli
S.S. or I.R.S. Identifica- (No S.S. or IRS
tion No. of Above Person Identification No.)
2. Check the Appropriate Box (a)
if a Member of a Group
(b) X
3. S.E.C. Use Only
4. Citizenship or Place of Italy
Organization
Number of Shares (5) Sole Voting Power
Beneficially 0
Owned by Each (6) Shared Voting
Reporting Person Power 2,183,914
With
(7) Sole Dispositive Power
0
(8) Shared Dispositive
Power 2,183,914
9. Aggregate Amount Beneficially
Owned by Each Reporting Person 2,183,914
10. Check if the Aggregate Amount
in Row (9) Excludes Certain
Shares
11. Percent of Class Represented
by Amount in Row 9 3.3%
12. Type of Reporting Person
IN
Page 6 of 30 Pages
<PAGE>
CUSIP No. 521893 10 7 13G
---------------
1. Name of Reporting Person Umberto Agnelli
S.S. or I.R.S. Identifica- (No S.S. or IRS
tion No. of Above Person Identification No.)
2. Check the Appropriate Box (a)
if a Member of a Group
(b) X
3. S.E.C. Use Only
4. Citizenship or Place of Italy
Organization
Number of Shares (5) Sole Voting Power
Beneficially 0
Owned by Each (6) Shared Voting
Reporting Person Power 2,183,914
With
(7) Sole Dispositive Power
0
(8) Shared Dispositive
Power 2,183,914
9. Aggregate Amount Beneficially
Owned by Each Reporting Person 2,183,914
10. Check if the Aggregate Amount
in Row (9) Excludes Certain
Shares
11. Percent of Class Represented
by Amount in Row 9 3.3%
12. Type of Reporting Person
IN
Page 7 of 30 Pages
<PAGE>
CUSIP No. 521893 10 7 13G
---------------
1. Name of Reporting Person Carlo Camerana
S.S. or I.R.S. Identifica- (No S.S. or I.R.S.
tion No. of Above Person Identification No.)
2. Check the Appropriate Box (a)
if a Member of a Group
(b) X
3. S.E.C. Use Only
4. Citizenship or Place of Italy
Organization
Number of Shares (5) Sole Voting Power
Beneficially 0
Owned by Each (6) Shared Voting
Reporting Person Power 2,183,914
With
(7) Sole Dispositive Power
0
(8) Shared Dispositive
Power 2,183,914
9. Aggregate Amount Beneficially
Owned by Each Reporting Person 2,183,914
10. Check if the Aggregate Amount
in Row (9) Excludes Certain
Shares
11. Percent of Class Represented
by Amount in Row 9 3.3%
12. Type of Reporting Person
IN
Page 8 of 30 Pages
<PAGE>
CUSIP No. 521893 10 7 13G
--------------
1. Name of Reporting Person Gianluigi Gabetti
S.S. or I.R.S. Identifica- (S.S. No. ###-##-####)
tion No. of Above Person
2. Check the Appropriate Box (a)
if a Member of a Group
(b) X
3. S.E.C. Use Only
4. Citizenship or Place of Italy
Organization
Number of Shares (5) Sole Voting Power
Beneficially 0
Owned by Each (6) Shared Voting
Reporting Person Power 2,183,914
With
(7) Sole Dispositive Power
0
(8) Shared Dispositive
Power 2,183,914
9. Aggregate Amount Beneficially
Owned by Each Reporting Person 2,183,914
10. Check if the Aggregate Amount
in Row (9) Excludes Certain
Shares
11. Percent of Class Represented
by Amount in Row 9 3.3%
12. Type of Reporting Person
IN
Page 9 of 30 Pages
<PAGE>
CUSIP No. 521893 10 7 13G
---------------
1. Name of Reporting Person Gabriele Galateri
S.S. or I.R.S. Identifica- (S.S. No. ###-##-####)
tion No. of Above Person
2. Check the Appropriate Box (a)
if a Member of a Group
(b) X
3. S.E.C. Use Only
4. Citizenship or Place of Italy
Organization
Number of Shares (5) Sole Voting Power
Beneficially 0
Owned by Each (6) Shared Voting
Reporting Person Power 2,183,914
With
(7) Sole Dispositive Power
0
(8) Shared Dispositive
Power 2,183,914
9. Aggregate Amount Beneficially
Owned by Each Reporting Person 2,183,914
10. Check if the Aggregate Amount
in Row (9) Excludes Certain
Shares
11. Percent of Class Represented
by Amount in Row 9 3.3%
12. Type of Reporting Person
IN
Page 10 of 30 Pages
<PAGE>
CUSIP No. 521893 10 7 13G
--------------
1. Name of Reporting Person Cesare Romiti
S.S. or I.R.S. Identifica- (No S.S. or I.R.S.
tion No. of Above Person Identification No.)
2. Check the Appropriate Box (a)
if a Member of a Group
(b) X
3. S.E.C. Use Only
4. Citizenship or Place of Italy
Organization
Number of Shares (5) Sole Voting Power
Beneficially 0
Owned by Each (6) Shared Voting
Reporting Person Power 2,183,914
With
(7) Sole Dispositive Power
0
(8) Shared Dispositive
Power 2,183,914
9. Aggregate Amount Beneficially
Owned by Each Reporting Person 2,183,914
10. Check if the Aggregate Amount
in Row (9) Excludes Certain
Shares
11. Percent of Class Represented
by Amount in Row 9 3.3%
12. Type of Reporting Person
IN
Page 11 of 30 Pages
<PAGE>
Item 1(a) Name of Issuer:
Lear Corporation (the "Issuer")
Item 1(b) Address of Issuer's Principal Executive Offices:
21557 Telegraph Road
Southfield, Michigan 48086-5008
Item 2(a) Name of Person Filing:
This Statement is being filed by:
(i) FIMA Finance Management Inc., a British
Virgin Islands Corporation ("FIMA");
(ii) EXOR Group S.A., a Luxembourg corporation
("EXOR"), which is the holder of all of the
issued and outstanding capital stock of FIMA;
(iii) Istituto Finanziario Industriale S.p.A., an Italian
corporation ("IFI"), which for pur poses of the
Securities and Exchange Act of 1934, as amended (the
"Act"), is deemed to control EXOR;
(iv) Giovanni Agnelli e C. S.a.a., an Italian
limited partnership represented by shares
("GA"), which for purposes of the Act is
deemed to control IFI; and
(v) Messrs. Giovanni Agnelli, Umberto Agnelli, Carlo
Camerana, Gianluigi Gabetti, Gabriele Galateri and
Cesare Romiti, the General Partners of GA, who, for
purposes of the Act are deemed to control GA (all
such persons in (i) through (v) being hereinafter
referred to as the "Reporting Persons").
Item 2(b) Address of Principal Business Office:
FIMA:
Wickhams Cay
Road Town, Tortola
British Virgin Islands
EXOR:
2 Boulevard Royal
L-2953, Luxembourg
Page 12 of 30 Pages
<PAGE>
IFI:
Corso Matteotti, 26
10121 Torino, Italy
GA:
Via Del Carmine, 10
10122 Torino, Italy
Giovanni Agnelli:
Corso Marconi 10
10125 Torino, Italy
Umberto Agnelli:
Via Carlo Marenco, 25
10126 Torino, Italy
Carlo Camerana:
Via del Carmine, 10
10122 Torino, Italy
Gianluigi Gabetti:
Via Carlo Marenco, 25
10126 Torino, Italy
Gabriele Galateri:
Via del Carmine, 10
10122 Torino, Italy
Cesare Romiti:
Corso Marconi, 10
10125 Torino, Italy
Item 2(c) Citizenship:
See Item 4 of the cover pages attached hereto.
Item 2(d) Title of Class of Securities:
Common Stock, par value $.01 per share (the
"Common Stock")
Item 2(e) CUSIP Number:
521893 10 7
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or
13d-2(b), check whether the person filing is a:
(a) ( ) Broker or Dealer registered under
Section 15 of the Act
Page 13 of 30 Pages
<PAGE>
(b) ( ) Bank as defined in Section 3(a)(6) of
the Act
(c) ( ) Insurance Company as defined in
Section 3(a)(19) of the Act
(d) ( ) Investment Company registered under
Section 8 of the Investment Company Act
(e) ( ) Investment Adviser registered under
Section 203 of the Investment Advisers
Act of 1940
(f) ( ) Employee Benefit Plan, Pension Fund
which is subject to the provisions of
the Employee Retirement Income Security
Act of 1974 or Endowment Fund; see
ss. 140.13d-1(b)(1)(ii)(F)
(g) ( ) Parent Holding Company, in accordance
withss. 240.13d-1(b)(ii)(G)
(h) ( ) Group, in accordance with
ss. 240.13d-1(b)(1)(ii)(H)
Item 4. Ownership:
As of the date of this statement, FIMA is the beneficial owner
of 2,183,914 shares of Common Stock (the "FIMA Shares").
The FIMA Shares constitute 3.3% of the outstanding shares of
Common Stock based on 65,410,232 shares of Common Stock
outstanding on November 4, 1996, as reported in the Issuer's
Quarterly report on Form 10-Q for the quarter ended September
30, 1996.
EXOR, through its control of FIMA, IFI through its deemed
control (for purposes of the Act) of EXOR, GA through its
deemed control (for purposes of the Act) of IFI, and Messrs.
Giovanni Agnelli, Umberto Agnelli, Carlo Camerana, Gianluigi
Gabetti, Gabriele Galateri and Cesare Romiti, through their
deemed control (for purposes of the Act) of GA, beneficially
own all of the FIMA Shares.
All of the Reporting Persons share the power to dispose or to
direct the disposition and the power to vote or to direct the
vote of the FIMA Shares.
Page 14 of 30 Pages
<PAGE>
Item 5. Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following [X].
Item 6. Ownership of More than Five Percent on Behalf of
Another Person:
Not applicable.
Item 7. Identification and Classification of the
Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding Company:
Not applicable.
Item 8. Identification and Classification of Members of
the Group:
Not applicable.
Item 9. Notice of Dissolution of Group:
Not applicable
Item 10. Certification:
Not applicable.
Page 15 of 30 Pages
<PAGE>
Signature
After reasonable inquiry and to the best of our knowledge and
belief, we certify that the information set forth in this Statement is true,
complete and correct.
EXOR GROUP S.A.
By: *
-------------------------------
Name: Richard S. Borisoff
Title: Attorney-in-Fact
FIMA FINANCE MANAGEMENT INC.
By: *
-------------------------------
Name: Richard S. Borisoff
Title: Attorney-in-Fact
ISTITUTO FINANZIARIO
INDUSTRIALE S.p.A.
By: *
-------------------------------
Name: Richard S. Borisoff
Title: Attorney-in-Fact
GIOVANNI AGNELLI e C. S.a.a.
By: *
-------------------------------
Name: Richard S. Borisoff
Title: Attorney-in-Fact
By: *
-------------------------------
Giovanni Agnelli, by
Richard S. Borisoff,
Attorney-in-Fact
*
-------------------------------
Umberto Agnelli, by
Richard S. Borisoff,
Attorney-in-Fact
Page 16 of 30 Pages
<PAGE>
*
-------------------------------
Carlo Camerana, by
Richard S. Borisoff,
Attorney-in-Fact
*
-------------------------------
Gianluigi Gabetti, by
Richard S. Borisoff,
Attorney-in-Fact
*
-------------------------------
Gabriele Galateri, by
Richard S.Borisoff,
Attorney-in-Fact
*
-------------------------------
Cesare Romiti, by
Richard S. Borisoff,
Attorney-in-Fact
/s/ Richard S. Borisoff
-------------------------------
*Richard S. Borisoff
Attorney-in-Fact
Dated: December 20, 1996
Page 17 of 30 Pages
<PAGE>
EXHIBIT INDEX
Exhibit No. Document Page
1 Joint Filing Agreement, dated 19
December 20, 1996
2 Power of Attorney for FIMA Finance 21
Management, Inc.
3 Power of Attorney for EXOR GROUP S.A. 22
4 Power of Attorney for Istituto Finanziario 23
Industriale S.p.A.
5 Power of Attorney for Giovanni Agnelli e 24
C. S.a.a.
6 Power of Attorney for Giovanni Agnelli 25
7 Power of Attorney for Umberto Agnelli 26
8 Power of Attorney for Carlo Camerana 27
9 Power of Attorney for Gianluigi Gabetti 28
10 Power of Attorney for Gabriele Galateri 29
11 Power of Attorney for Cesare Romiti 30
Page 18 of 30 Pages
<PAGE>
Exhibit 1
Pursuant to Rule 13d-1(f)(1)(iii) promulgated under the
Securities Exchange Act of 1934, as amended, the undersigned agree that the
Statement to which this Exhibit is attached is filed on behalf of each of them.
EXOR GROUP S.A.
By: *
----------------------------
Name: Richard S. Borisoff
Title: Attorney-in-Fact
FIMA FINANCE MANAGEMENT INC.
By: *
----------------------------
Name: Richard S. Borisoff
Title: Attorney-in-Fact
ISTITUTO FINANZIARIO
INDUSTRIALE S.p.A.
By: *
----------------------------
Name: Richard S. Borisoff
Title: Attorney-in-Fact
GIOVANNI AGNELLI e C. S.a.a.
By: *
----------------------------
Name: Richard S. Borisoff
Title: Attorney-in-Fact
Page 19 of 30 Pages
<PAGE>
*
----------------------------
Giovanni Agnelli, by
Richard S. Borisoff,
Attorney-in-Fact
*
----------------------------
Umberto Agnelli, by
Richard S. Borisoff,
Attorney-in-Fact
*
----------------------------
Carlo Camerana, by
Richard S. Borisoff,
Attorney-in-Fact
*
----------------------------
Gianluigi Gabetti, by
Richard S. Borisoff,
Attorney-in-Fact
*
----------------------------
Gabriele Galateri, by
Richard S. Borisoff,
Attorney-in-Fact
*
----------------------------
Cesare Romiti, by
Richard S. Borisoff,
Attorney-in-Fact
/s/ Richard S. Borisoff
----------------------------
*Richard S. Borisoff
Attorney-in-Fact
Dated: December 20, 1996
Page 20 of 30 Pages
<PAGE>
Exhibit 2
POWER OF ATTORNEY
The undersigned, FIMA FINANCE MANAGEMENT INC., a British
Virgin Islands corporation (the "Corporation"), by its representatives thereto
duly authorized, hereby constitutes and appoints ERNEST RUBENSTEIN, PETER J.
ROTHENBERG and RICHARD S. BORISOFF of Paul, Weiss, Rifkind, Wharton & Garrison,
New York, New York, and each of them, severally, with full power of
substitution, its true and lawful attorneys-in-fact and agents, in any and all
capacities, with full power and authority to act in its name and place on its
behalf with respect to all matters relating to or in connection with the
acquisition, ownership and sale or other disposition by the Corporation or any
of its existing or future affiliates of direct or indirect interests in any
entity (incorporated or unincorporated) or in any assets or properties (tangible
or intangible) of any such entity, and to take all actions and execute and
deliver all instruments and documents incidental or ancillary thereto,
including, but not limited to, the certificates, notices or agreements necessary
or appropriate to be executed in connection therewith and any reports to be
filed with the United States Securities and Exchange Commission pursuant to
Sections 13(d), 13(g) and 16 of Securities Exchange Act of 1934, as amended, and
to file any such other reports, documents and certificates with any state, local
or other agencies and instrumentalities and other persons with which such other
reports, documents or certificates are required to be filed or delivered,
granting unto said attorneys-in-fact and agents full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as the undersigned
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or other substitutes, may lawfully do or cause to
be done.
FIMA FINANCE MANAGEMENT INC. (B.V.I.)
By: /s/ Siegfried Maron
-------------------------------
Name: Siegfried Maron
Title: President
Date: December 27, 1995
Page 21 of 30 Pages
<PAGE>
Exhibit 3
POWER OF ATTORNEY
The undersigned, EXOR GROUP S.A., a Luxembourg corporation, by
its representatives thereto duly authorized, hereby constitutes and appoints
Ernest Rubenstein, Peter J. Rothenberg and Richard S. Borisoff of Paul, Weiss,
Rifkind, Wharton & Garrison, New York, New York, and each of them, severally,
with full power of substitution, its true and lawful attorneys-in-fact and
agents, in any and all capacities, with full power and authority to act in its
name and place on its behalf with respect to all matters relating to or in
connection with the acquisition, ownership and sale or other disposition by the
Corporation, or any of its existing or future affiliates of direct or indirect
interests in any entity (incorporated or unincorporated) or in any assets or
properties (tangible or intangible) of any such entity, and to take all actions
and execute and deliver all instruments and documents incidental or ancillary
thereto, including, but not limited to, the certificates, notices or agreements
necessary or appropriate to be executed in connection therewith and any reports
to be filed with the United States Securities and Exchange Commission pursuant
to Sections 13(d), 13(g) and 16 of Securities Exchange Act of 1934, as amended,
and to file any such other reports, documents and certificates with any state,
local or other agencies and instrumentalities and other persons with which such
other reports, documents or certificates are required to be filed or delivered,
granting unto said attorneys-in-fact and agents full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as it might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or other substitutes, may lawfully do or cause to
be done.
EXOR GROUP S.A.
By: /s/ Giovanni Agnelli
-------------------------------
Name: Giovanni Agnelli
Title: Chairman
Date: December 15, 1995
Page 22 of 30 Pages
<PAGE>
Exhibit 4
POWER OF ATTORNEY
The undersigned, ISTITUTO FINANZIARIO INDUSTRIALE S.p.A., a
corporation organized under the laws of Italy, by its representatives thereto
duly authorized, hereby constitutes and appoints Ernest Rubenstein, Peter J.
Rothenberg and Richard S. Borisoff of Paul, Weiss, Rifkind, Wharton & Garrison,
New York, New York, and each of them, severally, with full power of
substitution, its true and lawful attorneys-in-fact and agents, in any and all
capacities, with full power and authority to act in its name and place on its
behalf with respect to all matters relating to or in connection with the
acquisition, ownership and sale or other disposition by EXOR GROUP S.A., a
Luxembourg corporation, or any of its existing or future affiliates of direct or
indirect interests in any entity (incorporated or unincorporated) or in any
assets or properties (tangible or intangible) of any such entity, and to take
all actions and execute and deliver all instruments and documents incidental or
ancillary thereto, including, but not limited to, the certificates, notices or
agreements necessary or appropriate to be executed in connection therewith and
any reports to be filed with the United States Securities and Exchange
Commission pursuant to Sections 13(d), 13(g) and 16 of Securities Exchange Act
of 1934, as amended, and to file any such other reports, documents and
certificates with any state, local or other agencies and instrumentalities and
other persons with which such other reports, documents or certificates are
required to be filed or delivered, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as it might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or other substitutes, may
lawfully do or cause to be done.
ISTITUTO FINANZIARIO
INDUSTRIALE S.p.A.
By: /s/ Giovanni Agnelli
-------------------------------
Name: Giovanni Agnelli
Title: Chairman
Date: December 15, 1995
Page 23 of 30 Pages
<PAGE>
Exhibit 5
POWER OF ATTORNEY
The undersigned, GIOVANNI AGNELLI e C. S.a.a., an Italian
limited partnership represented by shares organized under the laws of Italy, by
its representatives thereto duly authorized, hereby constitutes and appoints
Ernest Rubenstein, Peter J. Rothenberg and Richard S. Borisoff of Paul, Weiss,
Rifkind, Wharton & Garrison, New York, New York, and each of them, severally,
with full power of substitution, its true and lawful attorneys-in-fact and
agents, in any and all capacities, with full power and authority to act in its
name and place on its behalf with respect to all matters relating to or in
connection with the acquisition, ownership and sale or other disposition by EXOR
GROUP S.A., a Luxembourg corporation, or any of its existing or future
affiliates of direct or indirect interests in any entity (incorporated or
unincorporated) or in any assets or properties (tangible or intangible) of any
such entity, and to take all actions and execute and deliver all instruments and
documents incidental or ancillary thereto, including, but not limited to, the
certificates, notices or agreements necessary or appropriate to be executed in
connection therewith and any reports to be filed with the United States
Securities and Exchange Commission pursuant to Sections 13(d), 13(g) and 16 of
Securities Exchange Act of 1934, as amended, and to file any such other reports,
documents and certificates with any state, local or other agencies and
instrumentalities and other persons with which such other reports, documents or
certificates are required to be filed or delivered, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as it might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or other substitutes, may lawfully do or cause to be done.
GIOVANNI AGNELLI e C. S.a.a.
By: /s/ Giovanni Agnelli
-------------------------------
Name: Giovanni Agnelli
Title: General Partner
Date: December 15, 1995
Page 24 of 30 Pages
<PAGE>
Exhibit 6
POWER OF ATTORNEY
The undersigned, GIOVANNI AGNELLI, in his capacity as
Accamandatario (i.e., General Partner) of Giovanni Agnelli e C. S.a.a., an
Italian limited partnership represented by shares, hereby constitutes and
appoints Ernest Rubenstein, Peter J. Rothenberg and Richard S. Borisoff of Paul,
Weiss, Rifkind, Wharton & Garrison, New York, New York, and each of them,
severally, with full power of substitution, his true and lawful
attorneys-in-fact and agents, in any and all capacities, with full power and
authority to act in his name and place on his behalf with respect to all matters
relating to or in connection with the acquisition, ownership and sale or other
disposition by EXOR GROUP S.A., a Luxembourg corporation, or any of its existing
or future affiliates of direct or indirect interests in any entity (incorporated
or unincorporated) or in any assets or properties (tangible or intangible) of
any such entity, and to take all actions and execute and deliver all instruments
and documents incidental or ancillary thereto, including, but not limited to,
the certificates, notices or agreements necessary or appropriate to be executed
in connection therewith and any reports to be filed with the United States
Securities and Exchange Commission pursuant to Sections 13(d), 13(g) and 16 of
Securities Exchange Act of 1934, as amended, and to file any such other reports,
documents and certificates with any state, local or other agencies and
instrumentalities and other persons with which such other reports, documents or
certificates are required to be filed or delivered, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or other substitutes, may lawfully do or cause to be done.
/s/ Giovanni Agnelli
-------------------------------
Giovanni Agnelli
Date: December 15, 1995
Page 25 of 30 Pages
<PAGE>
Exhibit 7
POWER OF ATTORNEY
The undersigned, UMBERTO AGNELLI, in his capacity as
Accamandatario (i.e., General Partner) of Giovanni Agnelli e C. S.a.a., an
Italian limited partnership represented by shares, hereby constitutes and
appoints Ernest Rubenstein, Peter J. Rothenberg and Richard S. Borisoff of Paul,
Weiss, Rifkind, Wharton & Garrison, New York, New York, and each of them,
severally, with full power of substitution, his true and lawful
attorneys-in-fact and agents, in any and all capacities, with full power and
authority to act in his name and place on his behalf with respect to all matters
relating to or in connection with the acquisition, ownership and sale or other
disposition by EXOR GROUP S.A., a Luxembourg corporation, or any of its existing
or future affiliates of direct or indirect interests in any entity (incorporated
or unincorporated) or in any assets or properties (tangible or intangible) of
any such entity, and to take all actions and execute and deliver all instruments
and documents incidental or ancillary thereto, including, but not limited to,
the certificates, notices or agreements necessary or appropriate to be executed
in connection therewith and any reports to be filed with the United States
Securities and Exchange Commission pursuant to Sections 13(d), 13(g) and 16 of
Securities Exchange Act of 1934, as amended, and to file any such other reports,
documents and certificates with any state, local or other agencies and
instrumentalities and other persons with which such other reports, documents or
certificates are required to be filed or delivered, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or other substitutes, may lawfully do or cause to be done.
/s/ Umberto Agnelli
-------------------------------
Umberto Agnelli
Date: December 15, 1995
Page 26 of 30 Pages
<PAGE>
Exhibit 8
POWER OF ATTORNEY
The undersigned, CARLO CAMERANA, in his capacity as
Accamandatario (i.e., General Partner) of Giovanni Agnelli e C. S.a.a., an
Italian limited partnership represented by shares, hereby constitutes and
appoints Ernest Rubenstein, Peter J. Rothenberg and Richard S. Borisoff of Paul,
Weiss, Rifkind, Wharton & Garrison, New York, New York, and each of them,
severally, with full power of substitution, his true and lawful
attorneys-in-fact and agents, in any and all capacities, with full power and
authority to act in his name and place on his behalf with respect to all matters
relating to or in connection with the acquisition, ownership and sale or other
disposition by EXOR GROUP S.A., a Luxembourg corporation, or any of its existing
or future affiliates of direct or indirect interests in any entity (incorporated
or unincorporated) or in any assets or properties (tangible or intangible) of
any such entity, and to take all actions and execute and deliver all instruments
and documents incidental or ancillary thereto, including, but not limited to,
the certificates, notices or agreements necessary or appropriate to be executed
in connection therewith and any reports to be filed with the United States
Securities and Exchange Commission pursuant to Sections 13(d), 13(g) and 16 of
Securities Exchange Act of 1934, as amended, and to file any such other reports,
documents and certificates with any state, local or other agencies and
instrumentalities and other persons with which such other reports, documents or
certificates are required to be filed or delivered, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or other substitutes, may lawfully do or cause to be done.
/s/ Carlo Camerana
-------------------------------
Carlo Camerana
Date: December 31, 1995
Page 27 of 30 Pages
<PAGE>
Exhibit 9
POWER OF ATTORNEY
The undersigned, GIANLUIGI GABETTI, in his capacity as
Accamandatario (i.e., General Partner) of Giovanni Agnelli e C. S.a.a., an
Italian limited partnership represented by shares, hereby constitutes and
appoints Ernest Rubenstein, Peter J. Rothenberg and Richard S. Borisoff of Paul,
Weiss, Rifkind, Wharton & Garrison, New York, New York, and each of them,
severally, with full power of substitution, his true and lawful
attorneys-in-fact and agents, in any and all capacities, with full power and
authority to act in his name and place on his behalf with respect to all matters
relating to or in connection with the acquisition, ownership and sale or other
disposition by EXOR GROUP S.A., a Luxembourg corporation, or any of its existing
or future affiliates of direct or indirect interests in any entity (incorporated
or unincorporated) or in any assets or properties (tangible or intangible) of
any such entity, and to take all actions and execute and deliver all instruments
and documents incidental or ancillary thereto, including, but not limited to,
the certificates, notices or agreements necessary or appropriate to be executed
in connection therewith and any reports to be filed with the United States
Securities and Exchange Commission pursuant to Sections 13(d), 13(g) and 16 of
Securities Exchange Act of 1934, as amended, and to file any such other reports,
documents and certificates with any state, local or other agencies and
instrumentalities and other persons with which such other reports, documents or
certificates are required to be filed or delivered, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or other substitutes, may lawfully do or cause to be done.
/s/ Gianluigi Gabetti
-------------------------------
Gianluigi Gabetti
Date: December 15, 1995
Page 28 of 30 Pages
<PAGE>
Exhibit 10
POWER OF ATTORNEY
The undersigned, GABRIELE GALATERI GENOLA, in his capacity as
Accamandatario (i.e., General Partner) of Giovanni Agnelli e C. S.a.a., an
Italian limited partnership represented by shares, hereby constitutes and
appoints Ernest Rubenstein, Peter J. Rothenberg and Richard S. Borisoff of Paul,
Weiss, Rifkind, Wharton & Garrison, New York, New York, and each of them,
severally, with full power of substitution, his true and lawful
attorneys-in-fact and agents, in any and all capacities, with full power and
authority to act in his name and place on his behalf with respect to all matters
relating to or in connection with the acquisition, ownership and sale or other
disposition by EXOR GROUP S.A., a Luxembourg corporation, or any of its existing
or future affiliates of direct or indirect interests in any entity (incorporated
or unincorporated) or in any assets or properties (tangible or intangible) of
any such entity, and to take all actions and execute and deliver all instruments
and documents incidental or ancillary thereto, including, but not limited to,
the certificates, notices or agreements necessary or appropriate to be executed
in connection therewith and any reports to be filed with the United States
Securities and Exchange Commission pursuant to Sections 13(d), 13(g) and 16 of
Securities Exchange Act of 1934, as amended, and to file any such other reports,
documents and certificates with any state, local or other agencies and
instrumentalities and other persons with which such other reports, documents or
certificates are required to be filed or delivered, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or other substitutes, may lawfully do or cause to be done.
/s/ Gabriele Galateri Genola
-------------------------------
Gabriele Galateri Genola
Date: December 31, 1995
Page 29 of 30 Pages
<PAGE>
Exhibit 11
POWER OF ATTORNEY
The undersigned, CESARE ROMITI, in his capacity as
Accamandatario (i.e., General Partner) of Giovanni Agnelli e C. S.a.a., an
Italian limited partnership represented by shares, hereby constitutes and
appoints Ernest Rubenstein, Peter J. Rothenberg and Richard S. Borisoff of Paul,
Weiss, Rifkind, Wharton & Garrison, New York, New York, and each of them,
severally, with full power of substitution, his true and lawful
attorneys-in-fact and agents, in any and all capacities, with full power and
authority to act in his name and place on his behalf with respect to all legal,
contractual or regulatory matters relating to or in connection with the
acquisition, ownership and sale or other disposition by EXOR GROUP S.A., a
Luxembourg corporation, or any of its existing or future affiliates of direct or
indirect interests in any entity (incorporated or unincorporated) or in any
assets or properties (tangible or intangible) of any such entity, and to take
all actions and execute and deliver all instruments and documents incidental or
ancillary thereto, including, but not limited to, the certificates, notices or
agreements necessary or appropriate to be executed in connection therewith and
any reports to be filed with the United States Securities and Exchange
Commission pursuant to Section 13(d), 13(g) and 16 of Securities Exchange Act of
1934, as amended, and to file any such other reports, documents and certificates
with any state, local or other agencies and instrumentalities and other persons
with which such other reports, documents or certificates are required to be
filed or delivered, granting unto said attorneys-in-fact and agents full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or other substitutes, may lawfully do or
cause to be done.
/s/ Cesare Romiti
-------------------------------
Cesare Romiti
Date: December 21, 1995
Page 30 of 30 Pages
