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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 2, 1996
REGISTRATION NO. 333-05807
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 3
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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LEAR CORPORATION
(Exact name of Registrant as specified in its charter)
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<S> <C>
DELAWARE 13-3386776
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
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21557 TELEGRAPH ROAD
SOUTHFIELD, MICHIGAN 48086-5008
(810) 746-1500
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
JAMES H. VANDENBERGHE
21557 TELEGRAPH ROAD
SOUTHFIELD, MICHIGAN 48086-5008
(810) 746-1500
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copies to:
Robert W. Ericson
John L. MacCarthy
Winston & Strawn
200 Park Avenue
New York, New York 10166
(212) 294-6700
David Mercado
Cravath, Swaine & Moore
825 Eighth Avenue
New York, New York 10019
(212) 474-1000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable after the registration statement becomes effective.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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THIS AMENDMENT NO. 3 TO THE REGISTRATION STATEMENT IS BEING FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION SOLELY TO FILE AN EXHIBIT TO THE
REGISTRATION STATEMENT.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the undersigned
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Southfield, State of Michigan on July 2, 1996.
LEAR CORPORATION
By: /s/ KENNETH L. WAY
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Kenneth L. Way
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:
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NAME TITLE DATE
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<C> <S> <C>
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<TABLE>
<C> <S> <C>
/s/ KENNETH L. WAY Chairman of the Board and Chief July 2, 1996
- ------------------------------------- Executive Officer
Kenneth L. Way (Principal Executive Officer)
* President, Chief Operating Officer July 2, 1996
- ------------------------------------- and Director
Robert E. Rossiter
/s/ JAMES H. VANDENBERGHE Executive Vice President, July 2, 1996
- ------------------------------------- Chief Financial Officer and
James H. Vandenberghe Director (Principal Financial and
Principal Accounting Officer)
* Director July 2, 1996
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Larry W. McCurdy
* Director July 2, 1996
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Gian Andrea Botta
* Director July 2, 1996
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Robert W. Shower
* Director July 2, 1996
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David P. Spalding
* Director July 2, 1996
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James A. Stern
* Director July 2, 1996
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Alan Washkowitz
*By: /s/ JAMES H. VANDENBERGHE
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James H. Vandenberghe
Attorney-in-fact
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II-3
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INDEX TO EXHIBITS
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SEQUENTIALLY
EXHIBIT NUMBER EXHIBIT NUMBERED PAGE
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<C> <C> <S> <C>
*1.1 -- Form of U.S. Underwriting Agreement. --
*1.2 -- Form of International Underwriting Agreement. --
*2.1 -- Agreement and Plan of Merger, dated May 23, 1996, by and among --
Lear, PA Acquisition Corp. and Masland.
*5.1 -- Opinion of Winston & Strawn, special counsel to Lear. --
*12.1 -- Statement Regarding Computation of Ratios. --
*23.1 -- Consent of Arthur Andersen LLP. --
*23.2 -- Consent of Arthur Andersen LLP with respect to AI Financial --
Statements.
23.3 -- Consent of Price Waterhouse LLP, with respect to the Masland --
Financial Statements.
*23.4 -- Consent of Winston & Strawn (included in Exhibit 5.1). --
*24.1 -- Powers of Attorney. --
*99.1 -- Amended and Restated Stockholders and Registration Rights --
Agreement dated as of September 27, 1991 by and among Lear, the
Lehman Funds, Lehman Merchant Banking Partners Inc., as
representative of the Lehman Partnerships, FIMA Finance
Management Inc., a British Virgin Islands corporation, and
certain management investors (incorporated by reference to
Exhibit 2.2 to Lear Holdings Corporation's Current Report on
Form 8-K dated September 24, 1991).
*99.2 -- Waiver and Agreement dated September 27, 1991, by and among --
Holdings, Kidder Peabody Group Inc., KP/Hanover Partners 1988,
L.P., General Electric Capital Corporation, FIMA Finance
Management Inc., a Panamanian corporation, FIMA Finance
Management Inc., a British Virgin Islands corporation, MH
Capital Partners Inc., successor by merger and name change to MH
Equity Corp., SO.PA.F Societa Partecipazioni Finanziarie S.p.A.,
INVEST Societa Italiana Investimenti S.p.A., the Lehman
Partnerships and the Management Investors (incorporated by
reference to Exhibit 2.3 to Lear Holdings Corporation's Current
Report on Form 8-K dated September 24, 1991).
*99.3 -- Amendment to Amended and Restated Stockholders and Registration --
Rights Agreement (incorporated by reference to Exhibit 10.24 to
Lear's Transition Report on Form 10-K filed March 31, 1994).
*99.4 -- Waiver to Amended and Restated Stockholders and Registration --
Rights Agreement dated August 15, 1995 (incorporated by
reference to Exhibit 99.4 to Lear's Registration Statement on
Form S-3 (33-61583)).
*99.5 -- Form of Amendment and Waiver dated as of June 21, 1996 to
Amended and Restated Stockholders and Registration Rights
Agreement dated as of September 27, 1991, as amended.
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* Previously filed.
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EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in Lear Corporation's (formerly known as Lear
Seating Corporation) Form 8-K dated June 27, 1996 of our report dated August 8,
1995, relating to the consolidated financial statements of Masland Corporation
as of June 30, 1995 and July 1, 1994 and for each of the three years in the
period ended June 30, 1995. We also consent to incorporation by reference of
this report into Lear Corporation previously filed Registration Statements on
Form S-8 Nos. 33-55783, 33-57237, 33-59943, 33-61739, 33-62209, 333-01353,
333-03383 and 333-06209 and on Form S-3 Nos. 33-51317, 33-47867, 333-05807,
333-05809. We also consent to the references to us under the headings "Experts"
and "Summary Financial Data of Masland Corporation" in Form S-3 Nos. 333-05807
and 333-05809.
/s/ PRICE WATERHOUSE LLP
PRICE WATERHOUSE LLP
Philadelphia, Pennsylvania
July 2, 1996
