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AS FILED WITH THE COMMISSION ON MARCH 1, 1996
REGISTRATION NO. 33-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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LEAR SEATING CORPORATION
(Exact name of registrant as specified in its charter)
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<S> <C>
DELAWARE 13-3386776
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
21557 TELEGRAPH ROAD 48034
SOUTHFIELD, MICHIGAN (zip code)
(Address of principal executive offices)
</TABLE>
Lear Operations Corporation
401(k) Plan for Hourly
Employees of the St. Louis II Plant
(Full title of the plan)
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James H. Vandenberghe
Executive Vice President
Lear Seating Corporation
21557 Telegraph Road
Southfield, Michigan 48034
(Name and address of agent for service)
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(810) 746-1500
(Telephone number, including area code, of agent for service)
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This Registration Statement shall become effective immediately upon filing with
the Securities and Exchange Commission, and sales of the registered securities
to participants in the 401(k) plan listed above will be effected pursuant to
purchases in the open market.
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM
PROPOSED MAXIMUM AGGREGATE AMOUNT OF
TITLE OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE OFFERING REGISTRATION
REGISTERED(1) REGISTERED(1) PER SHARE(2) PRICE(2) FEE
<S> <C> <C> <C> <C>
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Common Stock, $.01 par value... 75,000 shares $32.4375 $2,432,813 $838.91
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</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plans described herein.
(2) Estimated pursuant to Rule 457(h) under the Securities Act of 1933 solely
for the purpose of calculating the amount of the registration fee based upon
the average of the high and low sales prices reported for shares of the
Common Stock on the New York Stock Exchange on February 26, 1996, which was
$32.4375.
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PART I
INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS
The document(s) containing the information specified in Part I of Form S-8
will be sent or given to participating employees as specified by Rule 428(b)(1)
of the Securities Act of 1933, as amended (the "Securities Act"). These
documents and the documents incorporated by reference into this Registration
Statement pursuant to Item 3 of Part II of this Registration Statement, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act.
PART II
INFORMATION REQUIRED IN THIS REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
Lear Seating Corporation (the "Registrant") and Lear Operations Corporation
401(k) Plan for Hourly Employees of the St. Louis II Plant (the "Plan") hereby
incorporate the following documents herein by reference:
(a) The Registrant's Annual Report on Form 10-K for fiscal year ended
December 31, 1994;
(b) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended April 1, 1995;
(c) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended July 1, 1995;
(d) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1995;
(e) The Company's Current Report on Form 8-K dated December 15, 1994,
as amended by its Form 8-K/A filed on February 28, 1995 and its Form 8-K/A
filed on August 11, 1995;
(f) The Company's Current Report on Form 8-K filed on August 28, 1995;
(g) All other reports filed by the Registrant and the Plan pursuant to
Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), on or after December 31, 1994; and
(h) The description of the Registrant's Common Stock, $.01 par value,
contained in the Registrant's registration statement on Form 8-A, as
amended by Amendment No. 1 on Form 8-A/A filed on April 5, 1994, including
any subsequent amendment or any report or other filing with the Securities
and Exchange Commission (the "SEC") updating such description.
In addition, all documents subsequently filed by the Registrant and the
Plans pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after
the date of this Registration Statement and prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
securities offered hereby have been sold or which deregisters all such
securities then remaining unsold shall be deemed to be incorporated herein by
reference and to be a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
II-1
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
As authorized by Section 145 of the General Corporation Law of Delaware
(the "Delaware Corporation Law"), each director and officer of the Registrant
may be indemnified by the Registrant against expenses (including attorney's
fees, judgments, fines and amounts paid in settlement) actually and reasonably
incurred in connection with the defense or settlement of any threatened, pending
or completed legal proceedings in which he is involved by reason of the fact
that he is or was a director or officer of the Registrant if he acted in good
faith and in a manner that he reasonably believed to be in or not opposed to the
best interests of the Registrant, and, with respect to any criminal action or
proceeding, if he had no reasonable cause to believe that his conduct was
unlawful. If the legal proceeding, however, is by or in the right of the
Registrant, the director or officer may not be indemnified in respect to any
claim, issue or matters as to which he shall have been adjudged to be liable for
negligence or misconduct in the performance of his duty to the Registrant unless
a court determines otherwise.
Article Five of the Restated Certificate of Incorporation of the Registrant
provides that no director of the Registrant shall be personally liable to the
Registrant or its stockholders for monetary damages for any breach of his
fiduciary duty as a director; provided, however, that such clause shall not
apply to any liability of a director (1) for any breach of his duty of loyalty
to the Registrant or its stockholders, (2) for acts or omissions that are not in
good faith or involve intentional misconduct or a knowing violation of the law,
(3) under Section 174 of the Delaware Corporation Law, or (4) for any
transaction from which the director derived an improper personal benefit. In
addition, Article Six of the Restated Certificate of Incorporation of the
Registrant and Article VIII of the Amended and Restated By-Laws of the
Registrant provide for the indemnification of the Registrant's directors and
officers.
The Registrant maintains directors and officers liability insurance that
insures the directors and officers of the Registrant against certain
liabilities. In addition, Lehman Brothers Inc. has agreed to indemnify Jeffrey
P. Hughes, David P. Spalding, James A. Stern, Eliot M. Fried and Alan H.
Washkowitz, each being a director of the Registrant, in connection with their
service as directors of the Registrant.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
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4.1 Form of certificate for the Registrant's Common Stock, par value $.01 per share (filed
as Exhibit 4.5 to the Registrant's Registration Statement on Form S-8 (No. 33-55783)
and incorporated herein by reference)
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Arthur Andersen LLP, with respect to the AIHI financial statements
23.3 Consent of Arthur Andersen & Co., s.a.s., with respect to the FSB financial statements
23.4 Consent of KPMG Deutsche Treuhand -- Gesellschaft, with respect to the Plastifol
financial statements
24.1 Powers of Attorney (included on the signature page hereof)
</TABLE>
The undersigned Registrant hereby undertakes that it will submit or has
submitted the Plan and any amendment thereto to the Internal Revenue Service
("IRS") in a timely manner and has made or will make all changes required by the
IRS in order to qualify the Plans under Section 401 of the Internal Revenue Code
of 1986, as amended.
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ITEM 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made
of the securities registered hereby, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this Registration Statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this Registration Statement
or any material change to such information in this Registration
Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do
not apply if the registration statement is on Form S-3, Form S-8 or Form F-3,
and the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby further undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of the annual report of the
employee benefit plans pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Southfield, Michigan on the 29th day of February,
1996.
LEAR SEATING CORPORATION
By: /s/ KENNETH L. WAY
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Kenneth L. Way
Chairman of the Board and
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Kenneth L. Way, Robert E. Rossiter and James H.
Vandenberghe and each of them (with full power to each of them to act alone),
his true and lawful attorney-in-fact and agent, with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
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 said attorneys-in-fact and agents, or any of them, or their
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
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SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ KENNETH L. WAY Chairman of the Board and Chief February 29, 1996
- ---------------------------------------- Executive Officer
Kenneth L. Way
/s/ ROBERT E. ROSSITER Director, President and Chief February 29, 1996
- ---------------------------------------- Operating Officer
Robert E. Rossiter
/s/ JAMES H. VANDENBERGHE Director, Executive Vice February 29, 1996
- ---------------------------------------- President and Chief Financial
James H. Vandenberghe Officer (Principal Financial and
Principal Accounting Officer)
/s/ LARRY W. MCCURDY Director February 29, 1996
- ----------------------------------------
Larry W. McCurdy
/s/ GIAN ANDREA BOTTA Director February 29, 1996
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Gian Andrea Botta
/s/ ELIOT M. FRIED Director February 29, 1996
- ----------------------------------------
Eliot M. Fried
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SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ ROBERT W. SHOWER Director February 29, 1996
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Robert W. Shower
/s/ JEFFREY P. HUGHES Director February 29, 1996
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Jeffrey P. Hughes
/s/ DAVID P. SPALDING Director February 29, 1996
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David P. Spalding
/s/ JAMES A. STERN Director February 29, 1996
- ----------------------------------------
James A. Stern
/s/ ALAN H. WASHKOWITZ Director February 29, 1996
- ----------------------------------------
Alan H. Washkowitz
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, as amended, the
undersigned (or other persons who administer the Plans) have duly caused this
Registration Statement to be signed on their behalf by the undersigned,
thereunto duly authorized in the City of Southfield, Michigan on February 29,
1996.
LEAR OPERATIONS CORPORATION
401(k) PLAN FOR HOURLY
EMPLOYEES OF THE ST. LOUIS II PLANT
By: Lear Seating Corporation, as Plan
Administrator
By: /s/ WILLIAM A. LUDWIG
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Name: William A. Ludwig
Title: Vice President -- Human Resources
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<PAGE> 7
EXHIBIT INDEX
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<CAPTION>
SEQUENTIAL
EXHIBIT PAGE
NUMBER DESCRIPTION NUMBER
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<S> <C> <C>
4.1 Form of certificate for the Registrant's Common Stock, par value $.01 per
share (filed as Exhibit 4.5 to the Registrant's Registration Statement on
Form S-8 (No. 33-55783) and incorporated herein by reference)
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Arthur Andersen LLP, with respect to the AIHI financial
statements
23.3 Consent of Arthur Andersen & Co., s.a.s., with respect to the FSB financial
statements
23.4 Consent of KPMG Deutsche Treuhand -- Gesellschaft, with respect to the
Plastifol financial statements
24.1 Powers of Attorney (included on the signature page hereof)
</TABLE>
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our report dated February 15,
1995 included in Lear Seating Corporation's Form 10-K for the year ended
December 31, 1994, and to all references to our firm included in this
registration statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Detroit, Michigan
February 27, 1996
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our report dated January 26, 1995
included in Lear Seating Corporation's Form 8-K filed on August 28, 1995, and to
all references to our firm included in this registration statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Minneapolis, Minnesota
February 27, 1996
<PAGE> 1
EXHIBIT 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our report dated November 30,
1994 included in Lear Seating Corporation's Form 8-K/A filed on February 28,
1995, and to all references to our firm included in this registration statement.
/s/ Arthur Andersen & Co., s.a.s.
ARTHUR ANDERSEN & CO., s.a.s.
Turin, Italy
February 27, 1996
<PAGE> 1
EXHIBIT 23.4
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement
on Form S-8 of LEAR SEATING Corporation of our report dated August 23, 1995 with
respect to the balance sheet of Plastifol GmbH & Co. KG as of 31 December 1994
and the related profit and loss account and cash flow statement for the year
then ended which report appears in the Form 8-K of LEAR SEATING Corporation
filed on August 28, 1995.
/s/ KPMG Deutsche Treuhand-Gesellschaft
KPMG DEUTSCHE TREUHAND-GESELLSCHAFT
Aktiengesellschaft
Wirtschaftsprufungsgesellschaft
Munich, Germany
February 28, 1996
