<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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MASLAND CORPORATION
(NAME OF ISSUER)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)
(TITLE OF CLASS OF SECURITIES)
574806105
(CUSIP NUMBER OF CLASS OF SECURITIES)
JAMES H. VANDENBERGHE
21557 TELEGRAPH ROAD
SOUTHFIELD, MICHIGAN 48034
(810) 746-1500
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSONS AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS)
Copy to:
JOHN L. MACCARTHY, ESQ.
WINSTON & STRAWN
35 WEST WACKER DRIVE
SUITE 4200
CHICAGO, ILLINOIS 60601
(312) 558-5600
JUNE 27, 1996
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3) or (4), check the following box. / /
Check the following box if a fee is being paid with the statement. /X/
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<PAGE> 2
SCHEDULE 13D
CUSIP No. 574806105
<TABLE>
<C><S>
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Masland Corporation (as successor by merger to PA
Acquisition Corp.)
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)/ /
(b)/ /
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
BK, AF
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS / /
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7. SOLE VOTING POWER -- 13,225,424*
SHARES --------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER -- 0
OWNED BY --------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER -- 13,225,424*
PERSON --------------------------------------------------------
WITH 10. SHARED DISPOSITIVE POWER -- 0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
13,225,424*
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES / /
CERTAIN SHARES
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT ON ROW (11)
97.2%
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14. TYPE OF REPORTING PERSON
CO
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</TABLE>
* Represents shares of common stock beneficially owned by PA Acquisition Corp.
on June 27, 1996, the date of the event which requires the filing of this
Statement.
<PAGE> 3
SCHEDULE 13D
CUSIP No. 574806105
<TABLE>
<C><S>
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lear Corporation
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)/ /
(b)/ /
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
BK
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS / /
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7. SOLE VOTING POWER -- 13,225,424*
SHARES --------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER -- 0
OWNED BY --------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER -- 13,225,424*
PERSON --------------------------------------------------------
WITH 10. SHARED DISPOSITIVE POWER -- 0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
May be deemed to own beneficially 13,225,424* shares
of common stock, par value $.01 per share (and the
associated preferred stock purchase rights)
beneficially owned by PA Acquisition Corp., a
former wholly-owned subsidiary of Lear Corporation.
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES / /
CERTAIN SHARES
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT ON ROW (11)
97.2%
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14. TYPE OF REPORTING PERSON
CO
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</TABLE>
* Represents shares of common stock beneficially owned on June 27, 1996, the
date of the event which requires the filing of this Statement.
<PAGE> 4
ITEM 1. SECURITY AND ISSUER.
This Statement relates to shares of Common Stock, $.01 par value per share
(the "Common Stock"), of Masland Corporation, a Delaware corporation (the
"Company"), including the associated rights (together with the Common Stock, the
"Shares") to purchase Series A Junior Participating Preferred Stock, par value
$.01 per share, of the Company (or other securities) issued pursuant to the
Rights Agreement, dated as of November 16, 1995, as amended, between the Company
and Mellon Securities Trust Company, as Rights Agent. The principal executive
offices of the Company are located at 50 Spring Road, Carlisle, Pennsylvania
17013.
ITEM 2. IDENTITY AND BACKGROUND.
(a) - (c) and (f). This statement is being filed jointly by Lear
Corporation, a Delaware corporation ("Parent"), and the Company, a wholly-owned
subsidiary of Parent and successor by merger to PA Acquisition Corp., a Delaware
corporation (the "Purchaser") and a former wholly-owned subsidiary of Parent.
The Purchaser was merged (the "Merger") with and into the Company on July 1,
1996. Upon consummation of the Merger on July 1, 1996, all outstanding shares of
capital stock of the Company were, and still are, owned by Parent.
The Purchaser was organized to acquire the Company and did not conduct any
unrelated activities since its organization through the date of the Merger.
The Company is a major supplier of floor and acoustic systems, interior and
luggage compartment trim components and other acoustical products which are
designed to minimize noise and vibration for passenger cars and light trucks.
The Company supplies the North American operations of Ford, Chrysler, General
Motors, Honda, Isuzu, Mazda, Mitsubishi, Nissan, Subaru and Toyota, as well as
the European operations of Nissan, Peugeot and SAAB.
Parent is the largest independent supplier of automotive interior systems
in the estimated $39 billion global automotive interior systems market and the
tenth largest automotive supplier in the world. Parent's principal products
include finished automobile and light truck seat systems, interior trim
products, such as door panels, armrests and headliners, interior component
products such as seat frames and seat covers and various blow molded plastic
parts. Parent's present customers include 24 original equipment manufacturers,
the most significant of which are General Motors, Ford, Fiat, Chrysler, Volvo,
SAAB, Volkswagen, Audi and BMW. As of July 1, 1996, Parent and/or its
subsidiaries, including the Company, employed approximately 40,000 people in 19
countries and operated 131 manufacturing, research, design, engineering, testing
and administration facilities. Parent's Common Stock, par value $.01 per share,
is traded on the New York Stock Exchange under the trading symbol "LEA".
Parent's principal office is located at 21557 Telegraph Road, Southfield,
Michigan 48034.
Certain information regarding the directors and executive officers of
Parent and the Company is set forth in Schedule I attached hereto which is
incorporated herein by reference.
(d) and (e). Neither Parent nor the Company, nor, to their knowledge, any
of the persons listed in Schedule I hereto, has during the last five years (i)
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting activities subject to, federal or state securities
laws or finding any violation of such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On May 30, 1996, Parent and the Purchaser announced a tender offer (the
"Offer") pursuant to the terms and conditions of that certain Agreement and Plan
of Merger dated as of May 23, 1996 (the "Merger Agreement") by and among Parent,
the Purchaser and the Company. On June 27, 1996, the Purchaser accepted for
payment the 13,225,424 Shares reported on this Statement (the "Tendered Shares")
pursuant to the terms and conditions of the Purchaser's Offer to Purchase dated
May 30, 1996, as amended (the "Offer to
<PAGE> 5
Purchase") and the related Letter of Transmittal (the "Letter of Transmittal").
On June 27, 1996, Parent borrowed $322,366,538 under Parent's $1.475 billion
Credit Agreement, dated as of August 17, 1995, as amended (the "Credit
Agreement"), with Chemical Bank, as Administrative Agent, and a syndicate of
financial institutions. Parent then used these proceeds to make a $325,000,000
loan to the Purchaser. The Purchaser subsequently purchased 12,398,713 of the
Tendered Shares at $26.00 per Share. On July 1, 1996, Parent borrowed an
additional $21,494,486 under the Credit Agreement and provided the Purchaser
with additional funds to deposit with Bankers Trust Company, as Depositary, for
the purchase of the remaining 826,711 Tendered Shares at $26.00 per Share, which
Shares were subject at the expiration of the Offer on June 26, 1996 to the
"Guaranteed Delivery" procedures described in the Offer to Purchase. On July 1,
1996, the Purchaser consummated the Merger and the Company became a wholly-owned
subsidiary of Parent. In connection therewith, Parent borrowed an additional
$10,089,794 under the Credit Agreement to be used to fund the $26.00 per Share
consideration to be paid in connection with the Merger for Shares not acquired
by the Purchaser in the Offer (the "Merger Consideration").
On June 12, 1996, Parent filed two registration statements with the
Securities and Exchange Commission covering, respectively, (i) 7,500,000 shares
of common stock of Parent to be issued and sold by Parent and 7,500,000 shares
of common stock of Parent to be sold by certain selling stockholders and (ii)
$200 million of subordinated notes due 2006 to be sold by Parent. On June 27,
1996, Parent entered into a $300 million Credit Agreement, dated as of June 27,
1996 (the "New Credit Agreement"), with Chemical Bank, as Administrative Agent,
and a syndicate of financial institutions. It is currently anticipated that
proceeds from the sale of the common stock and subordinated notes offerings, as
well as borrowings under the New Credit Agreement, will be used to repay a
portion of the indebtedness incurred to purchase the Tendered Shares and
consummate the Merger.
The information set forth in the Merger Agreement, Section 10 ("Source and
Amount of Funds") the Offer to Purchase and the Letter of Transmittal is
incorporated herein by reference.
ITEM 4. PURPOSE OF TRANSACTION.
(a) - (j) The purpose of the Offer and the Merger was to enable Parent,
through the Purchaser, to acquire control of, and the entire equity interest in,
the Company. On June 27, 1996, the Purchaser accepted for payment 13,225,424
Shares (approximately 97.2% of the outstanding Shares) pursuant to the Offer. On
July 1, 1996, the remaining Shares were converted in the Merger into the right
to receive the Merger Consideration, and Parent, as a result of the Merger,
became the Company's sole stockholder. On July 2, 1996, the Company applied to
have the Shares cease to be included for trading in the Nasdaq National Market
System and to have the Common Stock deregistered under the Exchange Act.
Pursuant to the terms of the Merger Agreement, effective upon consummation
of the Merger, Kenneth L. Way, James H. Vandenberghe, Joseph F. McCarthy, Donald
J. Stebbins and Frank J. Preston, each of whom was a Director of the Purchaser
immediately prior to the Merger, became Directors of the Company. The officers
of the Company immediately prior to the consummation of the Merger remained
officers of the Company after consummation of the Merger.
Parent regards the acquisition of the Company as a strategic opportunity to
further expand its product offerings in the global automotive interior market
and to create additional growth opportunities. Parent intends to conduct a
detailed review of the Company and its assets, operations, properties, policies,
management and personnel and consider and determine what, if any, changes would
be desirable in light of the circumstances which then exist.
Except as noted in this Statement, the Offer to Purchase and the Merger
Agreement, Parent has no present plans that would result in an extraordinary
corporate transaction, such as a merger, reorganization, liquidation, relocation
of operations, or sale or transfer of a material amount of assets, involving the
Company or any subsidiary of the Company or any other material changes in the
Company's capitalization, dividend policy, corporate structure, business or
composition of its management, personnel or Board of Directors.
<PAGE> 6
ITEM 5. INTEREST IN SECURITIES OF THE COMPANY.
(a) and (b). Immediately prior to the consummation of the Merger, the
Purchaser directly and beneficially owned 13,225,424 Shares (which represented
approximately 97.2% of the outstanding Shares). At such time the Purchaser was a
wholly-owned subsidiary of Parent and therefore, Parent had the power to direct
the voting of any Shares owned by the Purchaser prior to the Merger. Upon
consummation of the Merger on July 1, 1996, Parent directly and beneficially
owned 100% of the outstanding common stock of the Company.
(c). Except as set forth in the Merger Agreement and the Offer to Purchase,
to the best knowledge of each of Parent and the Company, none of Parent, the
Purchaser or the Company, and no other person named in Schedule I hereof, has
engaged in any transaction during the past 60 days in any Shares.
ITEM 6. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO SECURITIES OF
THE COMPANY.
In connection with the Credit Agreement, (i) Parent and Chemical Bank
entered into a Pledge Agreement pursuant to which Parent pledged to Chemical
Bank all of the outstanding common stock of the Purchaser and (ii) the Purchaser
and Chemical Bank entered into a Pledge Agreement pursuant to which the
Purchaser pledged to Chemical Bank all of the Tendered Shares. Upon consummation
of the Merger, Chemical Bank had, and continues to have, a pledge of all of the
outstanding common stock of the Company.
Except as set forth in this Statement, the Merger Agreement and the Offer
to Purchase, to the best knowledge of each of Parent and the Company, there are
no other contracts, arrangements, understandings or relationships (legal or
otherwise) among the persons named in Schedule I hereof, and between such
persons and any person with respect to any securities of the Company, including
but not limited to, transfer or voting of any of the securities of the Company,
joint ventures, loan or option arrangements, puts or calls, guarantees or
profits, division of profits or loss, or the giving or withholding of proxies,
or a pledge or contingency the occurrence of which would give another person
voting power over the securities of the Company.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Agreement and Plan of Merger dated as of May 23, 1996, by and
among Parent, the Purchaser and the Company, filed with the Securities and
Exchange Commission on May 30, 1996, as Exhibit 99.1 (c)(1) to the Tender
Offer Statement on Schedule 14D-1 of Parent and the Purchaser and
incorporated herein by reference.
2. Offer to Purchase of the Purchaser, dated May 30, 1996, as filed
with the Securities and Exchange Commission on May 30, 1996 as Exhibit 99.1
(a)(1) to the Tender Offer Statement on Schedule 14D-1 of Parent and the
Purchaser and incorporated herein by reference.
3. Letter of Transmittal, filed with the Securities and Exchange
Commission on May 30, 1996 as Exhibit 99.1 (a)(2) to the Tender Offer
Statement on Schedule 14D-1 of Parent and the Purchaser and incorporated
herein by reference.
4. Credit Agreement, dated as of August 17, 1995, as amended, among
Parent, the financial institutions party thereto, and Chemical Bank, as
Administrative Agent, filed with the Securities and Exchange Commission on
May 30, 1996 as Exhibit 99.1 (b)(1) to the Tender Offer Statement on
Schedule 14D-1 of Parent and the Purchaser and incorporated herein by
reference.
5. Second Amendment and Consent dated as of May 28, 1996 to the Credit
Agreement dated as of August 17, 1995, as amended, among Parent, the
financial institutions party thereto and Chemical Bank, as administrative
agent, filed with the Securities and Exchange Commission on June 17, 1996
as Exhibit 99.1 (b)(2) to the Tender Offer Statement on Schedule 14D-1 of
Parent and the Purchaser and incorporated herein by reference.
6. Credit Agreement dated as of June 27, 1996, among Parent, the
financial institutions party thereto, and Chemical Bank, as Administrative
Agent, filed with the Securities and Exchange Commission on July 2, 1996 as
Exhibit 99.3 to Parent's Current Report on Form 8-K and incorporated herein
by reference.
<PAGE> 7
SIGNATURES
After reasonable inquiry and to the best of each of the undersigned's
knowledge and belief, each of the undersigned certifies that the information set
forth in this Statement is true, complete and correct.
Dated: July 3, 1996 LEAR CORPORATION
By: /s/ JOSEPH F. MCCARTHY
------------------------------------
Name: Joseph F. McCarthy
Title: Vice President, Secretary and
General Counsel
MASLAND CORPORATION
(as successor by merger to PA
Acquisition Corp.)
By: /s/ FRANK J. PRESTON
------------------------------------
Name: Frank J. Preston
Title: President and Chief Executive
Officer
<PAGE> 8
SCHEDULE I
INFORMATION CONCERNING THE DIRECTORS AND EXECUTIVE
OFFICERS OF PARENT AND THE COMPANY
The following table sets forth the name, age, business address, citizenship
and principal occupation or employment at the present time and during the past
five years of each director and executive officer of Parent and the Company.
Unless otherwise noted, each such person is a citizen of the United States. In
addition, unless otherwise noted, each such person's business address is Lear
Corporation, 21557 Telegraph Road, Southfield, Michigan 48034. Directors are
indicated with an asterisk.
DIRECTORS AND EXECUTIVE OFFICERS OF PARENT
<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENTS, MATERIAL
OCCUPATIONS, OFFICES OR EMPLOYMENTS HELD DURING PAST FIVE
NAME YEARS AND AGE
- ------------------------------ ------------------------------------------------------------
<S> <C>
Kenneth L. Way*............... Mr. Way was elected to and has held the position of Chairman
of the Board and Chief Executive Officer of Parent since
1988. Prior to this time he served as Corporate Vice
President, Automotive Group for Lear Siegler, Inc. ("LSI")
since October 1984. During the previous six years, Mr. Way
was President of LSI's General Seating Division. Before this
position, he was President of LSI's Metal Products Division
in Detroit for three years. Other positions held by Mr. Way
during his 30 years with LSI include Manufacturing Manager
of the Metal Products Division and Manager of Production
Control for the Automotive Division in Detroit. Mr. Way also
serves as a director of Hayes Wheels International, Inc. Mr.
Way is 56 years old.
Robert E. Rossiter*........... Mr. Rossiter became President of Parent in 1984 and a
Director and the Chief Operating Officer of Parent in 1988.
He joined LSI in 1971 in the Material Control Department of
the Automotive Division, then joined the Metal Products
Division of LSI as Production Control Manager, and
subsequently moved into sales and sales management. In 1979,
he joined the General Seating Division as Vice President of
Sales and worked in that position, as well as Vice President
of Operations, until 1984. Mr. Rossiter is 50 years old.
James H. Vandenberghe*........ Mr. Vandenberghe is Executive Vice President, Chief
Financial Officer and a Director of Parent. He was appointed
Executive Vice President of Parent in 1993 and became a
Director in November 1995. Mr. Vandenberghe also served as a
Director of Parent from 1988 until the consummation of the
merger of Lear Holdings Corporation ("Holdings") into Parent
(the "Holdings Merger"). Mr. Vandenberghe previously served
as Senior Vice President -- Finance, Secretary and Chief
Financial Officer of Parent since 1988. He joined the
Automotive Division of LSI in 1973 as a financial analyst
and was promoted to positions at the Metal Products Division
and the Automotive Group office, and in 1978 was named the
Vice President -- Finance for the Plastics Division. In
1983, Mr. Vandenberghe was appointed Vice President --
Finance for the General Seating Division. Prior to 1988, Mr.
Vandenberghe had been responsible for project management,
United States operations, and international operations of
Parent. Mr. Vandenberghe is 46 years old.
</TABLE>
<PAGE> 9
<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENTS, MATERIAL
OCCUPATIONS, OFFICES OR EMPLOYMENTS HELD DURING PAST FIVE
NAME YEARS AND AGE
- ------------------------------ ------------------------------------------------------------
<S> <C>
James A. Hollars.............. Mr. Hollars is Senior Vice President and President -- BMW
Division of Parent. He was promoted to this position in
November 1995. Previously, he served as Senior Vice
President and President -- International Operations since
November 1994. Prior to serving in that position, he was
Senior Vice President -- International Operations of Parent
since 1993. He was previously promoted to Vice President --
International upon the sale of LSI's Power Equipment
Division to Lucas Industries in 1988. Mr. Hollars joined
LSI's Metal Products Division in 1973 as the Manufacturing
Manager and later served as Vice President -- Manufacturing
for its No-Sag Spring Division. In 1979, he was named
President of the Foam Products Division and was subsequently
promoted to President at the Anchorlok Division in 1985 and
the Power Equipment Division in 1986. Mr. Hollars is 51
years old.
Roger Alan Jackson............ Mr. Jackson was elected as Senior Vice President -- Human
Resources and Corporate Relations of Parent in October 1995.
Previously he served as Vice President -- Human Resources
for Allen Bradley, a wholly-owned subsidiary of Rockwell
International. Mr. Jackson was employed by Rockwell
International or its subsidiaries from December 1977 to
September 1995. Mr. Jackson is 50 years old.
Robert Lawrie................. Mr. Lawrie was elected Senior Vice President -- Global
Mergers, Acquisitions and Strategic Alliances in June 1996.
Prior to joining Parent, Mr. Lawrie served as Vice President
and Special Counsel to the Chairman of Magna International,
Inc. since July 1992. Prior to his tenure with Magna
International, Inc., Mr. Lawrie held positions as an
International Consultant to Consolidated Hydro Inc. in 1992
and as Senior Vice President, General Counsel and Secretary
of Abitibi-Price Inc., an international paper manufacturer,
from January 1991 to July 1992. From 1988 to 1991, Mr.
Lawrie was the managing partner of the Los Angeles office of
Broad Schulz Larson & Wineberg, a law firm. Mr. Lawrie is 51
years old.
Frank J. Preston.............. Dr. Preston was elected Senior Vice President and President
-- Masland Division of Parent effective as of June 27, 1996.
Prior thereto, he served as President of the Company since
January 1995 and Chief Executive Officer of the Company
since January 1996. During 1995, Dr. Preston also served as
Chief Operating Officer of the Company. Prior to joining the
Company, Dr. Preston held various positions with Textron,
most recently President of Textron Automotive Interiors. Dr.
Preston is 53 years old.
Frederick F. Sommer........... Mr. Sommer was elected Senior Vice President and President
-- Automotive Industries Division of Parent in August 1995.
Previously he served as President of Automotive Industries
Holding, Inc. ("AIH") since November 1991 and Chief
Executive Officer of AIH. Mr. Sommer also served as
Executive Vice President of AIH from October 1990 until
November 1991. Prior thereto, he served as Vice President --
Manufacturing and Purchasing of the U.S. subsidiary of
Nissan from January 1987 to October 1990. Mr. Sommer is 52
years old.
</TABLE>
<PAGE> 10
<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENTS, MATERIAL
OCCUPATIONS, OFFICES OR EMPLOYMENTS HELD DURING PAST FIVE
NAME YEARS AND AGE
- ------------------------------ ------------------------------------------------------------
<S> <C>
Gerald G. Harris.............. Mr. Harris is Vice President and President -- GM Division of
Parent. He was promoted to this position in November 1994.
Prior to serving in this position, he was Vice President and
General Manager -- GM Operations since March 1994.
Previously, Mr. Harris served as Director -- Ford Business
Unit from March 1992 to March 1994, Director of Sales from
August 1990 to March 1992 and Sales Manager from January
1989 to August 1990. Mr. Harris has held a variety of
managerial positions with Parent and LSI since 1962. Mr.
Harris is 62 years old.
Terrance E. O'Rourke.......... Mr. O'Rourke is Vice President and President -- Ford
Division of Parent. He was promoted to this position in
November 1995. Previously he served as Vice President and
President -- Chrysler Division since November 1994. Prior to
serving in this position, he was Director -- Strategic
Planning since October 1994. Prior to joining Parent, Mr.
O'Rourke was employed by Ford Motor Company as Supply
Manager -- Climate Control Department from 1992 and
Procurement Operations Manager from 1988. Mr. O'Rourke is 49
years old.
Joseph F. McCarthy............ Mr. McCarthy was elected Vice President, Secretary and
General Counsel of Parent in April 1994. Prior to joining
Parent, Mr. McCarthy served as Vice President -- Legal and
Secretary for both Hayes Wheels International, Inc. and
Kelsey-Hayes Company. Prior to joining Hayes Wheels
International, Inc. and Kelsey-Hayes Company, Mr. McCarthy
was a partner in the law firm of Kreckman & McCarthy from
1973 to 1983. Mr. McCarthy is 52 years old.
Donald J. Stebbins............ Mr. Stebbins is Vice President, Treasurer and Assistant
Secretary of Parent. He joined Parent in June 1992 from
Bankers Trust Company, New York, where he was Vice President
for four years. Prior to his tenure at Bankers Trust
Company, Mr. Stebbins held positions at Citibank, N.A. and
The First National Bank of Chicago. Mr. Stebbins is 38 years
old.
Gian Andrea Botta*............ Mr. Botta became a Director of Parent on December 31, 1993
upon consummation of the Holdings Merger. Prior to the
Holdings Merger, Mr. Botta was a Director of Holdings since
1993. Mr. Botta has been President of EXOR America Inc., an
affiliate of FIMA Finance Management Inc. ("FIMA"), since
February 1994 and previously was President of IFINT-USA
Inc., an affiliate of FIMA, since 1993 and was Vice
President of Acquisitions of IFINT-USA Inc. for more than
five years prior thereto. Mr. Botta also serves as a
director of ICF Kaiser International, Inc., Constitution Re
Inc. and Western Industries Inc., and as a trustee of
Corporate Property Investors. Mr. Botta is 43 years old and
is a citizen of the Republic of Italy.
</TABLE>
<PAGE> 11
<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENTS, MATERIAL
OCCUPATIONS, OFFICES OR EMPLOYMENTS HELD DURING PAST FIVE
NAME YEARS AND AGE
- ------------------------------ ------------------------------------------------------------
<S> <C>
Larry W. McCurdy*............. Mr. McCurdy became a Director of Parent in 1988. Mr. McCurdy
was named Executive Vice President, Operations of Cooper
Industries in April 1994. Prior to this time, Mr. McCurdy
was the President and Chief Executive Officer of Moog
Automotive, Inc. since November 1985, and prior thereto
President and Chief Operating Officer of Echlin, Inc.
("Echlin"), since August 1983, after serving as Vice
President of Finance from February 1983. Prior to joining
Echlin, he served in various managerial positions with
Tenneco, Inc. He was formerly Chairman of the Board of
Directors of the Motor and Equipment Manufacturing
Association (MEMA). Mr. McCurdy also serves as a director of
Mohawk Industries, Inc., Breed Technologies, Inc. and as a
trustee of Millikin University. Mr. McCurdy is 60 years old.
Robert W. Shower*............. Mr. Shower became a Director of Parent on December 31, 1993
upon consummation of the Holdings Merger. From November 1991
until the Holdings Merger, Mr. Shower was a Director of
Holdings. Mr. Shower was appointed Senior Vice President and
Chief Financial Officer of Seagull Energy Corporation in
March 1992, elected a director in May 1992 and named
Executive Vice President in 1994. Prior thereto, he served
as Senior Vice President of Finance and Chief Financial
Officer at AmeriServ in 1990 and 1991 and as a Managing
Director of Corporate Finance with Lehman Brothers Inc. from
1986 to 1990. From 1964 to 1986, Mr. Shower served in a
variety of financial executive positions with The Williams
Companies, where he was a member of the Board of Directors
and Executive Vice President of Finance and Administration
from 1977 to 1986. Mr. Shower also serves as a director of
Highlands Insurance Group, Inc. Mr. Shower is 58 years old.
David P. Spalding*............ Mr. Spalding became a Director of Parent in September 1991.
Mr. Spalding left Lehman Brothers Inc. to become Vice
Chairman of The Cypress Group L.L.C. in 1994. Prior to this
time, he was a Managing Director of Lehman Brothers Inc.
from February 1991. Previously, he held the position of
Senior Vice President of Lehman Brothers Inc. from September
1988 to February 1991. From April 1987 to September 1988, he
was Senior Vice President of General Electric Capital
Corporation Corporate Finance Group, Inc. Prior to 1987 he
was a Vice President of The First National Bank of Chicago.
Mr. Spalding is also a director of Parisian, Inc. Mr.
Spalding is 42 years old.
James A. Stern*............... Mr. Stern became a Director of Parent on December 31, 1993
upon consummation of the Holdings Merger. From September
1991 until the Holdings Merger, Mr. Stern was a Director of
Holdings. Mr. Stem left Lehman Brothers Inc. to become
Chairman of The Cypress Group L.L.C. in 1994. Prior to this
time, he was a Managing Director of Lehman Brothers Inc. for
more than five years. He is also a director of K&F
Industries Inc., Infinity Broadcasting Corporation, R.P.
Scherer Corporation and Noel Group, Inc. Mr. Stern is 45
years old.
Alan H. Washkowitz*........... Mr. Washkowitz became a Director of Parent in 1994. Mr.
Washkowitz has been a Managing Director of Lehman Brothers
Inc. or its predecessors since 1978. Mr. Washkowitz also
serves as a director of K & F Industries, Inc., Illinois
Central Corporation and McBrides, Ltd. Mr. Washkowitz is 55
years old.
</TABLE>
<PAGE> 12
DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENTS, MATERIAL
OCCUPATIONS, OFFICES OR EMPLOYMENTS HELD DURING PAST FIVE YEARS
NAME AND AGE.
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<S> <C>
Kenneth L. Way*........... Mr. Way has been a Director of the Company since July 1, 1996.
Mr. Way was elected to and has held the position of Chairman of
the Board and Chief Executive Officer of Parent since 1988. Prior
to this time he served as Corporate Vice President, Automotive
Group for LSI since October 1984. During the previous six years,
Mr. Way was President of LSI's General Seating Division. Before
this position, he was President of LSI's Metal Products Division
in Detroit for three years. Other positions held by Mr. Way
during his 30 years with LSI include Manufacturing Manager of the
Metal Products Division and Manager of Production Control for the
Automotive Division in Detroit. Mr. way also serves as a director
of Hayes Wheels International, Inc. Mr. Way is 56 years old.
James H. Vandenberghe*.... Mr. Vandenberghe has been a Director of the Company since July 1,
1996. Mr. Vandenberghe is Executive Vice President Chief
Financial Officer and a Director of Parent. He was appointed
Executive Vice President of Parent in 1993 and became a Director
in November 1995. Mr. Vandenberghe also served as a Director of
Parent from 1988 until the Holdings Merger. Mr. Vandenberghe
previously served as Senior Vice President -- Finance, Secretary
and Chief Financial Officer of Parent since 1988. He joined the
Automotive Division of LSI in 1973 as a financial analyst and was
promoted to positions at the Metal Products Division and the
Automotive Group office, and in 1978 was named the Vice President
-- Finance for the Plastics Division. In 1983, Mr. Vandenberghe
was appointed Vice President -- Finance for the General Seating
Division. Prior to 1988, Mr. Vandenberghe had been responsible
for project management, United States operations, and
international operations of Parent. Mr. Vandenberghe is 46 years
old.
Joseph F. McCarthy*....... Mr. McCarthy has been a Director of the Company since July 1,
1996. Mr. McCarthy was elected Vice President, Secretary and
General Counsel of Parent in April 1994. Prior to joining Parent,
Mr. McCarthy served as Vice President -- Legal and Secretary for
both Hayes Wheels International, Inc. and Kelsey-Hayes Company.
Prior to joining Hayes Wheels International, Inc. and
Kelsey-Hayes Company, Mr. McCarthy was a partner in the law firm
of Kreckman & McCarthy from 1973 to 1983. Mr. McCarthy is 52
years old.
Donald J. Stebbins*....... Mr. Stebbins has been a Director of the Company since July 1,
1996. Mr. Stebbins is Vice President, Treasurer and Assistant
Secretary of Parent. He joined Parent in June 1992 from Bankers
Trust Company, New York, where he was Vice President for four
years. Prior to his tenure at Bankers Trust Company, Mr. Stebbins
held positions at Citibank, N.A. and The First National Bank of
Chicago. Mr. Stebbins is 38 years old.
Frank J. Preston*......... Dr. Preston served as President of the Company since January 1995
and Chief Executive Officer of the Company since January 1996.
During 1995, Dr. Preston also served as Chief Operating Officer
of the Company. Prior to joining the Company, Dr. Preston held
various positions with Textron, most recently President of
Textron Automotive Interiors. Dr. Preston is 53 years old.
</TABLE>
<PAGE> 13
<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENTS, MATERIAL
OCCUPATIONS, OFFICES OR EMPLOYMENTS HELD DURING PAST FIVE YEARS
NAME AND AGE.
- -------------------------- -----------------------------------------------------------------
<S> <C>
Daniel R. Perkins......... Chief Financial Officer, Treasurer and Secretary, age 49, joined
the Company in April 1992. Prior thereto, Mr. Perkins served as
Vice President and Treasurer of ESCO Electronics, a defense
electronics manufacturer, from 1990 until 1992.
Larry W. Owen............. Vice President and General Manager -- Fabrics, age 51, joined the
Company in 1989. Prior thereto, Mr. Owen served for a number of
years in various positions with Fieldcrest Cannon, including as
President of its Karastan Division.
Darrell F. Sallee......... Vice President of the Company and President of Amtex, age 57,
joined the Company in 1990. Prior thereto, Mr. Sallee served for
28 years with Sheller-Globe Corporation and its successor in
interest, United Technologies, most recently as Vice President
and General Manager of the Insulation and Acoustic Division.
James D. Allgyer.......... Controller and Chief Accounting Officer, age 50, joined the
Company in 1978. Prior thereto, Mr. Allgyer was with Avtex
Fibers, most recently as its Financial Manager.
</TABLE>
<PAGE> 14
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
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<C> <S>
1. Agreement and Plan of Merger dated as of May 23, 1996, by and among Parent, the
Purchaser and the Company, filed with the Securities and Exchange Commission on May
30, 1996, as Exhibit 99.1 (c)(1) to the Tender Offer Statement on Schedule 14D-1 of
Parent and the Purchaser and incorporated herein by reference.
2. Offer to Purchase of the Purchaser, dated May 30, 1996, as filed with the Securities
and Exchange Commission on May 30, 1996 as Exhibit 99.1 (a)(1) to the Tender Offer
Statement on Schedule 14D-1 of Parent and the Purchaser and incorporated herein by
reference.
3. Letter of Transmittal, filed with the Securities and Exchange Commission on May 30,
1996 as Exhibit 99.1 (a)(2) to the Tender Offer Statement on Schedule 14D-1 of
Parent and the Purchaser and incorporated herein by reference.
4. Credit Agreement, dated as of August 17, 1995, as amended, among Parent, the
financial institutions party thereto, and Chemical Bank, as administrative agent,
filed with the Securities and Exchange Commission on May 30, 1996 as Exhibit 99.1
(b)(1) to the Tender Offer Statement on Schedule 14D-1 of Parent and the Purchaser
and incorporated herein by reference.
5. Second Amendment and Consent dated as of May 28, 1996 to the Credit Agreement dated
as of August 17, 1995, as amended, among Parent, the financial institutions party
thereto and Chemical Bank, as administrative agent, filed with the Securities and
Exchange Commission on June 17, 1996 as Exhibit 99.1 (b)(2) to the Tender Offer
Statement on Schedule 14D-1 of Parent and the Purchaser and incorporated herein by
reference.
6. Credit Agreement dated as of June 27, 1996, among Parent, the financial institutions
party thereto, and Chemical Bank, as administrative agent, filed with the Securities
and Exchange Commission on July 2, 1996 as Exhibit 99.3 to Parent's Current Report
on Form 8-K and incorporated herein by reference.
</TABLE>
