<PAGE> 1
AS FILED WITH THE COMMISSION ON JULY 20, 1998
REGISTRATION NO. 333-________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------------
LEAR CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 13-3386776
- ------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
21557 Telegraph Road 48034
Southfield, Michigan -----
--------------------
(zip code)
(Address of principal executive offices)
Lear Corporation Executive Supplemental Savings Plan
(Full title of the Plan)
- --------------------------------------------------------------------------------
Joseph F. McCarthy
Vice President, Secretary and General Counsel
Lear Corporation
21557 Telegraph Road
Southfield, Michigan 48034
--------------------------
(Name and address of agent for service)
(248) 746-1500
--------------------------------------------------------------
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
TITLE OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM OFFERING PROPOSED MAXIMUM AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED PRICE PER SHARE OFFERING PRICE (1) REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Lear Corporation Executive Supplemental
Savings Plan Obligations (2) . . . . . .$10,000,000 100% $10,000,000 $2,950
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(h).
(2) The Lear Corporation Executive Supplemental Savings Plan Obligations
(the "Obligations") are unsecured obligations of Lear Corporation to pay
deferred compensation in the future in accordance with the Lear Corporation
Executive Supplemental Savings Plan (the "Plan").
<PAGE> 2
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 Corporation (the "Company") hereby incorporates the following
documents herein by reference:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1997;
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 28, 1998;
(c) The Company's current Report on Form 8-K dated June 30, 1998;
(d) All other reports filed by the Company 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, 1997; and
(e) The description of the Company's Common Stock, $.01 par value per
share, contained in the Company'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 Company 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 removes from registration 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
Under the Lear Corporation Executive Supplemental Savings Plan
(the"Plan"), the Company provides eligible employees ("Participants"), who are
prohibited from fully contributing to the Lear Corporation Salaried Retirement
Savings Plan (the "Retirement Plan") due to limitations imposed by the Internal
Revenue Code, the opportunity to defer a portion of their current cash
compensation. The portions of compensation deferred under such elections are
referred to herein as "Obligations." The Plan also provides benefits that would
have been earned under the Retirement Plan and/or the Lear Corporation Salaried
Pension Plan and/or the Lear Corporation Pension Equalization Program if the
Participant had not elected to defer compensation into either the Plan or the
Management Stock Purchase Program under the Lear Long-Term Stock Incentive Plan.
The Company herein registers $10,000,000 of Obligations.
Each Participant defers compensation in accordance with the Plan,
pursuant to an irrevocable election made by the Participant. The Company will
account for deferred compensation, together with any Company matching
contributions, by establishing bookkeeping accounts for each Participant.
Accounts established under the Plan shall be credited monthly at the monthly
compound equivalent of the Prime Rate (as in effect at the beginning of each
calendar quarter). Obligations to Participants will be paid in cash in
accordance with the Participant's deferral election.
All Obligations under the Plan and the establishment of individual
bookkeeping accounts shall be deemed not to have created a trust, and no
Participant shall have an ownership interest in any such account. Obligations
are unsecured general obligations of the Company to pay the deferred
compensation in the future in accordance with the terms of the Plan. Obligations
will rank without preference with other unsecured and unsubordinated
indebtedness of the Company from time to time outstanding and are, therefore,
<PAGE> 3
subject to the risks of the Company's insolvency. Obligations, under the terms
of the Plan, do not benefit from any affirmative or negative pledge or covenant
from the Company.
A Participant's rights to any amounts credited to his accounts may not
be alienated, sold, transferred, assigned, pledged, attached or otherwise
encumbered by the Participant and may only pass upon the Participant's death
pursuant to a beneficiary designation made by a Participant in accordance with
the terms of the Plan. Obligations are not subject to early redemption, in whole
or in part, except as specified in the Plan. Obligations are not convertible
into any other security of the Company. The Company reserves the right to amend,
merge, consolidate or terminate the Plan; provided, however, that any such
action shall not adversely affect the amount that any Participant is entitled to
receive.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company is a Delaware corporation. Reference is made to Section 145
of the Delaware General Corporation Law, as amended (the "GCL"), which provides
that a corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of such corporation), by reason of the fact that
such person is or was a director, officer, employee or agent of the corporation,
or is or was serving at its request in such capacity of another corporation or
business organization against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by such
person in connection with such action, suit or proceeding if such person acted
in good faith and in a manner such person reasonably believed to be in or not
opposed to the best interest of the corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe that such
person's conduct was unlawful. A Delaware corporation may indemnify officers and
directors in any action by or in the right of a corporation under the same
conditions, except that no indemnification is permitted without judicial
approval if the officer or director is adjudged to be liable to the corporation.
Where an officer or director is successful on the merits or otherwise in the
defense of any action referred to above, the corporation must indemnify him
against the expenses (including attorneys' fees) that such officer or director
actually and reasonably incurred.
Reference is also made to Section 102(b)(7) of the GCL, which permits a
corporation to provide in its certificate of incorporation that a director of
the corporation shall not be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the GCL or (iv) for any transaction from which the director
derived an improper personal benefit.
The certificate of incorporation of the Company provides for the
elimination of personal liability of a director for breach of fiduciary duty as
permitted by Section 102(b)(7) of the GCL and the by-laws of the Company provide
that the Company shall indemnify its directors and officers to the full extent
permitted by Section 145 of the GCL.
The Company has directors and officers liability insurance that insures
the directors and officers of the Company against certain liabilities.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
A list of exhibits is set forth on the Index to Exhibits.
<PAGE> 4
ITEM 9. UNDERTAKINGS
(a) The undersigned Company 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 SEC by the Company 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 Company hereby further undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the Company'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 plan 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 Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the SEC 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 Company of expenses incurred or paid
by a director, officer or controlling person of the Company 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
Company 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.
<PAGE> 5
SIGNATURES
Pursuant to the requirements of the Securities Act, the Company
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 17 day of July, 1998.
LEAR CORPORATION
By: /s/ Kenneth L. Way
----------------------
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 SEC,
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, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Kenneth L. Way
- ---------------------------------------- Chairman of the Board and July 17, 1998
Kenneth L. Way Chief Executive Officer
(Principal Executive Officer)
/s/ Robert E. Rossiter
- ---------------------------------------- Director, President and Chief July 17, 1998
Robert E. Rossiter Operating Officer --
International Operations
/s/ James H. Vandenberghe
- ---------------------------------------- Director, President and Chief July 17, 1998
James H. Vandenberghe Operating Officer -- North
American Operations
/s/ Donald J. Stebbins
- ---------------------------------------- Senior Vice President and July 17, 1998
Donald J. Stebbins Chief Financial Officer
(Principal Financial and
Principal Accounting Officer)
/s/ Gian Andrea Botta
- ---------------------------------------- Director July 17, 1998
Gian Andrea Botta
/s/ Irma B. Elder
- ---------------------------------------- Director July 17, 1998
Irma B. Elder
/s/ Larry W. McCurdy
- ---------------------------------------- Director July 17, 1998
Larry W. McCurdy
/s/ Roy E. Parrott
- ---------------------------------------- Director July 17, 1998
Roy E. Parrott
</TABLE>
<PAGE> 6
<TABLE>
<S> <C> <C>
/s/ Robert W. Shower
- ---------------------------------------- Director July 17, 1998
Robert W. Shower
/s/ David P. Spalding
- ---------------------------------------- Director July 17, 1998
David P. Spalding
/s/ James A. Stern
- ---------------------------------------- Director July 17, 1998
James A. Stern
</TABLE>
<PAGE> 7
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
<S> <C>
4.1 Lear Corporation Executive Supplemental Savings Plan, filed herewith
4.2 First Amendment to the Lear Corporation Executive Supplemental Savings Plan, filed
herewith
4.3 Lear Corporation Executive Supplemental Savings Plan Deferred Compensation
Agreement, filed herewith
4.4 Lear Corporation Executive Supplemental Savings Plan Beneficiary Designation Form,
filed herewith
5.1 Opinion of Winston & Strawn re legality of securities issued
23.1 Consent of Arthur Andersen LLP
23.3 Consent of Winston & Strawn (contained in Exhibit 5.1 hereof)
24.1 Powers of Attorney (included on the signature page hereof)
</TABLE>
<PAGE> 1
EXHIBIT 4.1
LEAR CORPORATION
EXECUTIVE SUPPLEMENTAL SAVINGS PLAN
EFFECTIVE JANUARY 1, 1997
<PAGE> 2
FOREWORD
Effective as of January 1, 1997, Lear Corporation has adopted the Lear
Corporation Executive Supplemental Savings Plan (the "Plan") for the benefit of
certain of its key executives.
The purposes of the Plan are (a) to permit certain key executives to elect to
defer payment of a portion of current compensation until a later year, and (b)
to provide participants and their beneficiaries under the Lear Corporation
Salaried Pension Plan (the "Pension Plan"), the Lear Corporation Salaried
Retirement Savings Plan (the "Savings Plan") and the Lear Corporation Pension
Equalization Program (the "SERP") with the amount of retirement income that is
not provided under the Pension Plan, Savings Plan or SERP by reason of the
participant having elected to defer compensation under this Plan or under
Section 8.2 of the Lear Corporation Long Term Stock Incentive Plan.
It is intended that the Plan be an unfunded deferred compensation plan for "a
select group of management or highly compensated employees," as that term is
used in the Employee Retirement Income Security Act of 1974, as amended.
1
<PAGE> 3
SECTION ONE
Definitions
1.1 Except to the extent otherwise indicated herein, and except to the extent
otherwise inappropriate in the context, the definitions contained in the
Pension Plan and Savings Plan are applicable under the Plan.
1.2 "Actuarial Equivalent" means, with respect to any specified annuity or
benefit, another annuity or benefit, commencing at a different date and/or
payable in a different form than the specified annuity or benefit, but
which has the same present value as the specified annuity or benefit, when
measured using the Applicable Interest Rate and Applicable Mortality Table
as specified in the Pension Plan.
1.3 "Benefits Committee" means the Benefits Committee of the Corporation, as
appointed by the Board of Directors.
1.4 "Board of Directors" means the Board of Directors of the Corporation.
1.5 "Code" means the Internal Revenue Code of 1986, as amended. Any reference
to any Code Section shall also mean any successor provision thereto.
1.6 "Corporation" means Lear Corporation and any successor to such corporation
by merger, purchase or otherwise.
1.7 "Deferred Account" means the bookkeeping account established under Section
3.1 established on behalf of a participant, and includes any deemed
earnings credited thereon.
1.8 "Deferred Compensation" means the amount of a Key Executive's compensation
that such Key Executive has deferred until a later year pursuant to an
election under Section 2.2 of this Plan.
1.9 "Key Executive" means an executive employed by the Corporation who is
entitled to participate in the Plan under Section 2.1.
1.10 "Long Term Stock Incentive Plan" means the Lear Corporation Long Term
Stock Incentive Plan.
1.11 "Management Stock Purchase Program" or "MSPP" means the election to defer
compensation for purposes of purchase of Company stock in accordance with
Section 8.2 of the Lear Corporation Long Term Stock Incentive Plan.
1.12 "Pension Plan" means the Lear Corporation Salaried Pension Plan.
1.13 "Pension Make-up Amount" means the pension benefits established under
Section 3.2 on behalf of a participant.
2
<PAGE> 4
1.14 "Plan" means the Lear Corporation Executive Supplemental Savings Plan as
from time to time in effect.
1.15 "Savings Plan" means the Lear Corporation Salaried Retirement Savings
Plan. For 1997, Savings Plan shall also include the Masland Associates
Security Plan.
1.16 "Savings Make-up Account" means the bookkeeping account established under
Section 3.3 established on behalf of a participant, and includes any
deemed earnings credited thereon.
1.17 "SERP" means the Lear Corporation Pension Equalization Program.
3
<PAGE> 5
SECTION TWO
Participation and Deferral Election
2.1 Eligibility
Participation in the Plan shall be limited to employees of the
Corporation who are designated by the Senior Vice President of
Human Resources of the Corporation and approved for
participation in the Plan by the Benefits Committee. For
purposes of participation as of January 1, 1997, this includes
all Vice Presidents of the Corporation and its domestic
subsidiaries, as well as all employees earning base pay of at
least the "Base Salary Threshhold" as of November 15, 1996. As
of November 15, 1996, the Base Salary Threshhold is $125,000.
If first employed after November 15, 1996, an employee shall
be eligible to participate as of the first of the month
following one full calendar month of employment if he or she
is a Vice President of the Corporation and its domestic
subsidiaries, or his or her base salary as of date of
employment is at least five sixths of the annual limit (as of
such date of employment) under Code Section 401(a)(17),
rounded to the nearest dollar, subject to approval of the
Senior Vice President of Human Resources of the Corporation.
As of each November 15, the Base Salary Threshhold shall be
redetermined as five sixths of the annual limit (as of such
November 15) under Code Section 401(a)(17), rounded to the
nearest dollar. Employees who have never participated under
the Plan but who are Vice Presidents of the Corporation and
its domestic subsidiaries, or earning base pay of at least the
"Base Salary Threshhold" shall be eligible to participate as
of the following January 1.
Employees who elect to participate in the Plan shall continue
to be eligible to participate in the Plan in future years,
notwithstanding their base salary as of a November 15 falling
below the Base Salary Threshold for employees who have
never participated in the Plan.
2.2 Deferral Election
Elections of Deferred Compensation shall be made only by Key
Executives and shall be on forms furnished by the Benefits
Committee. A Deferred Compensation election shall apply only
to compensation (as defined below) for the particular year
specified in the election. Key Executives shall specify the
percentage of such compensation to be deferred under the
election, which percentage may not exceed the maximum rate of
Employee Tax-deferred Contributions permitted under the
Savings Plan for the year. For purposes of the preceding
sentence, the term "compensation" means base pay plus
short-term incentive bonuses as paid prior to reduction for
(a) his or her Deferred Compensation election under this Plan,
(b) pre-tax contributions under the Savings Plan and (c) any
pre-tax contributions toward health care under Code Section
125, which is in excess of Limited Compensation. "Limited
Compensation" is the smaller of (A) the limit on pensionable
compensation specified by Code Section 401(a)(17) (including
adjustments for
4
<PAGE> 6
changes in the cost of living as prescribed by the Code), or
(B) compensation earned prior to the time the employee reaches
the limit on Employee Tax-deferred Contributions specified by
Code Section 402(g) (including adjustments for changes in the
cost of living as prescribed by the Code).
A Deferred Compensation election with respect to compensation
for a particular calendar year (i) must be made before January
1 of such calendar year (or prior to participation in the Plan
if the Key Executive becomes eligible to participate during
the calendar year), (ii) must specify (from the available
alternatives) the date such Deferred Compensation is to be
paid (or commence to be paid) and, if such date is at
termination of employment, the number of installments (not to
exceed 10 years) in which such Deferred Compensation is to be
paid, and (iii) once made, cannot be changed or revoked.
In the case of an employee who is eligible under Section 2.1
as of one month following his or her date of employment, any
Deferred Compensation election must be made within 30 days of
employment, and it will apply to compensation earned from date
of eligibility for the Savings Plan through the end of that
calendar year.
2.3 Deferral Suspension
If a Key Executive makes a withdrawal of his or her 401(k)
contributions under the Savings Plan and thereby becomes
subject to a suspension of contributions under the Savings
Plan, his or her Deferred Compensation under this Plan shall
also be suspended for the same period required under the
Savings Plan.
5
<PAGE> 7
SECTION THREE
Accounts
3.1 Deferred Account
The aggregate of the amounts of Deferred Compensation and deemed
earnings on such amounts shall be paid to the participant or his or her
beneficiary, as applicable, from the general assets of the Corporation
in accordance with this Plan and related election forms. Deemed
earnings with respect to Deferred Compensation shall be credited
monthly at the monthly compound equivalent of the Prime Rate plus 1% in
effect at the beginning of each calendar quarter. The Prime Rate shall
be the prime rate a published in the Wall Street Journal Midwest
edition showing such rate in effect as of the first business day of
each calendar quarter. A bookkeeping account shall be maintained for
each affected participant to record the amount of such Deferred
Compensation and deemed earnings thereon. Participants are always 100
percent vested in their Deferred Accounts.
The Plan Administrator may also maintain separate bookkeeping accounts
for Deferred Compensation for each participant for each calendar year
plus deemed earnings with respect to such Deferred Compensation, to
facilitate calculation upon distribution.
3.2 Pension Make-up Amount
A bookkeeping account shall be established on behalf of each
participant in the Plan which, at any time, shall yield a benefit equal
to the benefit as of such date that would have accrued under the
Pension Plan and/or the SERP had the participant not elected to defer
compensation under Section 2.2 of this Plan and not elected to defer
compensation under the MSPP.
A participant shall be vested in his or her Pension Make-up Amount
after three years of Service (as defined in the Pension Plan).
3.3 Savings Make-up Account
A bookkeeping account shall be established on behalf of each
participant in the Plan, which shall be credited with the excess, if
any, of (i) the amount of employer matching contributions which would
have been made on behalf of a participant had the participant's
Deferred Compensation been contributed to the Savings Plan (without
regard to any refunds of participant contributions required under the
Code, or the effects of Code Sections 401(a)(17), 402(g) or 415), over
(ii) actual employer matching contributions under the Savings Plan. The
Savings Make-up Account shall be credited monthly with deemed
investment earnings at the monthly compound equivalent of the Prime
Rate plus 1% in effect at the beginning of each calendar quarter. The
Prime Rate shall be the prime rate as published in the Wall Street
Journal Midwest edition showing such rate in effect as of the first
business day of each calendar quarter. A participant is vested in his
or her Savings Make-up Account after three years of Service (as defined
in the Pension Plan).
6
<PAGE> 8
3.4 MSPP Make-up Account
A bookkeeping account shall be established on behalf of each
participant in the Plan, which shall be credited with the excess, if
any, of (i) the amount of employer matching contributions which would
have been made on behalf of a participant had the participant's
deferred compensation under the MSPP been contributed to the Savings
Plan (without regard to any refunds of participant contributions
required under the Code, or the effects of Code Sections 401(a)(17),
402(g) or 415), up to, but not exceeding the rate at which the
participant contributed to the Savings Plan for such year, over (ii)
actual employer matching contributions under the Savings Plan. The MSPP
Make-up Account shall be credited monthly with deemed investment
earnings at the monthly compound equivalent of the Prime Rate plus 1%
in effect at the beginning of each calendar quarter. The Prime Rate
shall be the prime rate as published in the Wall Street Journal Midwest
edition showing such rate in effect as of the first business day of
each calendar quarter. A participant is vested in his or her MSPP
Make-up Account after three years of Service (as defined in the Pension
Plan).
7
<PAGE> 9
SECTION FOUR
Payment of Benefits
4.1 Event of Payment
The vested account balances of all of a participant's Accounts
are payable as hereinafter provided. No withdrawals, including
loans, may be allowed from the Plan for any reason while the
participant is still employed by the Corporation; however,
reemployment of a participant shall not suspend the payment of
any benefits hereunder.
4.2 Payment of Deferred Account
Payment of benefits from a participant's Deferred Account
shall be made in accordance with deferred compensation
agreements made at the time the participant elected to defer
compensation. A separate deferred compensation agreement shall
govern each year's Deferred Compensation and deemed earnings
on such Deferred Compensation attributable to any year. The
terms of these deferred compensation agreements dealing with
the timing and form of payment may be changed from year to
year by the Benefits Committee, but once an election is made
by a participant as to the timing and form of a distribution
from the Deferred Account with respect to a particular year,
such election is irrevocable.
4.3 Payment of Savings Make-up Account
Distributions from the Savings Make-up Account shall be made
in the same form and at the same time as benefit payments made
under the Savings Plan.
4.4 Payment of MSPP Make-up Account
Distributions from the MSPP Make-up Account shall be made in
the same form and at the same time as benefit payments made
under the Savings Plan.
4.5 Payment of Pension Make-up Amount
Except as provided in Section 4.6 below, distributions of the
Pension Make-up Amount shall be made in the same form and at
the same time as benefit payments made under the Pension Plan.
4.6 Other Distributions of Pension Make-up Amount
(a) If the aggregate value of a participant's Pension
Make-up Amount (determined in accordance with
Actuarial Equivalence as determined under the Pension
Plan) is less than $10,000, the participant or his or
her beneficiary shall receive benefits under this
Plan in the form of a single lump
8
<PAGE> 10
sum as soon as practicable after termination of
employment, without regard to distribution elections
made under the Pension Plan.
(b) Notwithstanding Section 4.5 or subparagraph (a) of
this Section, if an active participant is eligible to
elect and so elects, the participant may receive the
present value (as hereinafter defined) of the Pension
Make-up Amount paid in a lump sum upon termination of
employment.
(i) Such election shall not be effective if
termination of employment occurs before the
end of the first full calendar year beginning
after the election is made, except if
termination occurs by reason of death.
(ii) Eligibility to elect this form of benefit
shall be limited to employees who will be at
least age 62 and have 10 years of Service (as
defined in the Pension Plan) when benefits are
to be paid, and (A) if the employee is
restricted in stock ownership trades under
Section 16b of the Security Exchange
Commission Regulations, have approval of the
Compensation Committee of the Board of
Directors, or (B) if the employee is not
restricted in stock ownership trades under
Section 16b of the Security Exchange
Commission Regulations, have approval of the
Chief Executive Officer of the Corporation.
(ii) Present value shall mean the lump sum
Actuarial Equivalent as defined under the
Pension Plan.
(iii) The benefit calculation shall be made based on
the immediate benefit, reduced as in
accordance with the terms of the Pension Plan.
(iv) If a participant becomes disabled, as defined
in the Pension Plan, termination of employment
shall be deemed to occur upon cessation of
benefit accruals under the Pension Plan.
(c) Notwithstanding Section 4.5 or subparagraph (a) of
this Section, if an active participant is eligible
to elect and so elects, the participant may receive
the Pension Make-up Amount paid in a series of
annual installments, as elected by the participant
and not to exceed 20 years, commencing as of the
first of the month coincident with or next following
termination of employment and payable as of each
anniversary thereafter.
(i) Such election shall not be effective if
termination of employment occurs before the
end of the first full calendar year beginning
after the election is made, except if
termination occurs by reason of death.
(ii) Eligibility to elect this form of benefit
shall be limited to employees who will be at
least age 62 and have 10 years of Service (as
defined in the Pension Plan) when benefits are
to be paid, and (A) if the employee is
restricted in stock ownership trades under
Section 16b of the Security Exchange
Commission Regulations, have approval of the
Compensation Committee of the Board of
Directors, or (B) if the employee is not
restricted in stock ownership trades under
Section
9
<PAGE> 11
16b of the Security Exchange Commission
Regulations, have approval of the Chief
Executive Officer of the Corporation.
(iii) The amount of each annual installment shall
mean the Actuarial Equivalent, using interest
only, of the lump sum as defined under
subsection 4.6(b). The interest rate for
purposes of converting the lump sum into the
level installments shall be the interest rate
used to determine the lump sum. Interest on
the unpaid portion shall be credited monthly
with deemed investment earnings at the monthly
compound equivalent of the Prime Rate plus 1%
in effect at the beginning of each calendar
quarter. The Prime Rate shall be the prime
rate as published in the Wall Street Journal
Midwest edition showing such rate in effect as
of the first business day of each calendar
quarter. To the extent that the remaining
unpaid balance as of each anniversary date is
different from the scheduled amount based on
the previous anniversary date calculation, the
annual installment for that year shall be
adjusted to reflect such difference.
(iv) If a participant becomes disabled, as defined
in the Pension Plan, termination of employment
shall be deemed to occur upon cessation of
benefit accruals under the Pension Plan.
(v) If a participant in receipt of such annual
installments dies, the unpaid balance in the
participant's account shall be paid in a lump
sum to the participant's beneficiary for
purposes of the Pension Make-up Amount.
4.7 Beneficiaries
The participant's beneficiary under this Plan with respect to
his or her participant Deferred Account shall be the person or
persons designated as beneficiary by the participant by filing
with the Benefits Committee a written beneficiary designation
on a form provided by, and acceptable to, such Benefits
Committee. In the event the participant does not make an
effective designation of a beneficiary with respect to his or
her participant deferred account, the participant's
beneficiary with respect to his or her participant deferred
account shall be the beneficiary of such participant's
beneficiary under the Savings Plan.
The participant's beneficiary under this Plan with respect to
his or her Pension Make-up Amount shall be the person who is
entitled to benefit payments under the Pension Plan because of
the death of the participant.
The participant's beneficiary under this Plan with respect to
his or her Savings Make-up Account shall be the person who is
entitled to benefit payments under the Savings because of the
death of the participant.
10
<PAGE> 12
The participant's beneficiary under this Plan with respect to
his or her participant MSPP Make-up Account shall be the
person or persons designated as beneficiary by the participant
by filing with the Benefits Committee a written beneficiary
designation on a form provided by, and acceptable to, such
Benefits Committee. In the event the participant does not make
an effective designation of a beneficiary with respect to his
or her participant deferred account, the participant's
beneficiary with respect to his or her MSPP Make-up Account
shall be the beneficiary of such participant's beneficiary
under the Savings Plan.
4.8 Termination of the Pension Plan or Savings Plan
In the event that the Pension Plan is terminated, payments of
the Pension Make-up Amount which have not previously been paid
shall continue to be paid directly by the Corporation but only
to the same extent and for the same duration as that part of
the payee's benefit from the Pension Plan, which is directly
related to such Pension Make-up Amount, is continued to be
provided by the assets of the Pension Plan.
In the event that the Savings Plan is terminated, Savings
Make-up Accounts and MSPP Make-up Accounts shall be paid
directly by the Corporation in the same manner as the
distribution of the participant's accounts under the Savings
Plan.
11
<PAGE> 13
SECTION FIVE
Administration and General Provisions
5.1 Plan Administrator
The Benefits Committee shall be the "administrator" of the
Plan within the meaning of the Employee Retirement Income
Security Act of 1974, as amended.
5.2 Benefits Committee
The Benefits Committee shall be vested with the general
administration of the Plan. The Benefits Committee shall have
the exclusive right to interpret the Plan provisions and to
exercise discretion where necessary or appropriate in the
interpretation and administration of the Plan and to decide
any and all matters arising thereunder or in connection with
the administration of the Plan. The decisions, actions and
records of the Benefits Committee shall be conclusive and
binding upon the Corporation and all persons having or
claiming to have any right or interest in or under the Plan.
The Benefits Committee may delegate to such officers,
employees or departments of the Corporation such authority,
duties, and responsibilities of the Benefits Committee as it,
in its sole discretion, considers necessary or appropriate for
the proper and efficient operation of the Plan, including,
without limitation, (i) interpretation of the plan, (ii)
approval and payment of claims, and (iii) establishment of
procedures for administration of the Plan.
5.3 General Provisions
(a) The Corporation shall make no provision for the
funding of any benefits payable hereunder that (i) would
cause the Plan to be a funded plan for purposes of Code
Section 404(a)(5), or Title I of the Employee Retirement
Income Security Act of 1974, as amended, or (ii) would cause
the Plan to be other than an "unfunded and unsecured promise
to pay money or other property in the future" under Treasury
Regulations section 1.83-3(e); and shall have no obligation
to make any arrangement for the accumulation of funds to pay
any amounts under this Plan. Subject to the restrictions of
the preceding sentence, the Corporation may establish a
grantor trust described in Treasury Regulations sections
1.677(a)(-1(d) and accumulate funds therein to pay amounts
under the Plan, provided that the assets of the trust shall
be required to satisfy the claims of the Corporation's
general creditors in the event of the Corporation's
bankruptcy or insolvency.
(b) In the event that the Corporation shall decide to
establish an advance accrual reserve on its books against
the future expense of the Plan, or to establish a grantor
trust (which trust will conform to the terms of the model
trust
12
<PAGE> 14
described in Rev. Proc. 92-64 with assets subject to the
claims of creditors, such reserve or trust shall not under any
circumstances be deemed to be an asset of this Plan but, at
all times, shall remain a general asset of the Corporation,
subject to the claims of the Corporation's creditors.
(c) A person entitled to any amount under this Plan
shall be a general unsecured creditor of the Corporation
with respect to such amount.
13
<PAGE> 15
SECTION SIX
Amendment and Termination
6.1 Amendment of the Plan
Subject to the provisions of Section 6.3, the Plan may be wholly or
partially amended or otherwise modified at any time by the Compensation
Committee of the Board of Directors.
6.2 Termination of the Plan
Subject to the provisions of Section 6.3, the Plan may be terminated at
any time by the Compensation Committee of the Board of Directors.
6.3 No Impairment of Benefits
Notwithstanding the provisions of Sections 6.1 and 6.2, no amendment to
or termination of the Plan shall impair any rights to benefits which
have accrued hereunder.
Adopted:
By: _____________________________
Name: ___________________________
Title: __________________________
Date: ___________________________
14
<PAGE> 1
EXHIBIT 4.2
FIRST AMENDMENT TO THE
LEAR CORPORATION EXECUTIVE SUPPLEMENTAL SAVINGS PLAN
THIS AMENDMENT to the Lear Corporation Executive Supplemental Savings Plan (the
"Plan") made by Lear Corporation (the "Corporation"),
WITNESSETH THAT:
1. Effective as of January 1, 1998, the Foreword shall be amended by adding the
following as the third paragraph thereof:
Effective as of January 1, 1998, the Masland Officers Deferred Compensation
Plan (the "Masland Plan") is merged into the Plan for the benefit of the
participants in the Masland Plan as Deferred Accounts. Elections under the
Masland Plan shall apply under the Plan to amounts deferred under the Masland
Plan.
2. Effective as of January 1, 1998, Section 1.07 is amended by adding the
following sentence thereto:
Effective as of January 1, 1998, Deferred Account shall include amounts
deferred under the Masland Plan prior to 1997 and transferred to the Plan as
of January 1, 1998.
3. Effective as of January 1, 1998, a new definition is added as Section 1.12,
and present Sections 1.12 through 1.17 are renumbered as 1.13 through 1.18.
The new Section 1.12 shall read as follows:
1.12 "Masland Plan" means the Masland Officer Deferred Compensation Plan
prior to 1998, which was merged into the Plan as of January 1, 1998.
4. Effective as of January 1, 1998, Section 2.1 is amended by adding the
following paragraph at the end thereof:
Employees who were participants in the Masland Plan and who are not otherwise
eligible for the Plan shall participate after 1997 only to the extent of
receiving deemed earnings on the account balances transferred from the
Masland Plan as of January 1, 1998. Once such Employees become eligible in
accordance with the foregoing paragraphs of this Section, this paragraph
shall no longer apply.
5. Effective as of January 1, 1997, Section 2.3 is deleted.
1
<PAGE> 2
6. Effective as of January 1, 1997, Section 4.3 is amended by adding the
following paragraph thereto:
Notwithstanding the foregoing, if the aggregate value of a participant's
Deferred Account at such participant's termination of employment for any
reason is less than $10,000, the participant or his or her beneficiary
shall receive benefits under this Plan in the form of a single lump sum as
soon as practicable after termination of employment, without regard to
distribution elections made on deferred compensation agreements made at
the time the participant elected to defer compensation.
7. Except to the extent hereby amended, this Plan shall remain in full force
and effect.
IN WITNESS WHEREOF, the Corporation has adopted this First Amendment to the Plan
on the ____ day of _____________, 19__.
LEAR CORPORATION
By: ____________________________
2
<PAGE> 1
EXHIBIT 4.3
LEAR CORPORATION
1998 EXECUTIVE SUPPLEMENTAL SAVINGS PLAN DEFERRED COMPENSATION AGREEMENT
Please read the enclosed "Explanation", then complete this form and return it to
the Hilltop Benefits Department no later than December 15. Elections on this
form become effective as of January 1, 1998.
You must complete Sections A and B of this form if you wish to participate in
the Executive Supplemental Savings Plan (ESSP) for 1998. If you do not want to
participate in the ESSP, please check the area indicating so in Section A.
Print Name____________________________Social Security Number___________________
A. Deferred Compensation Election
After I reach the maximum recognized compensation limit
($160,000) or the maximum pre-tax contribution limit ($10,000)
under the RSP during 1998 [check ONE only]:
___I hereby irrevocably elect to have my compensation for calendar
year 1998, as defined in the ESSP, reduced by _____% (may be any
percentage up to 17%), subject to the terms of the ESSP.
___I hereby elect not to participate in the ESSP for 1998.
B. Distribution Election for 1998 Deferred Compensation
I hereby irrevocably elect, subject to the terms of the ESSP, that the 1998
Deferred Compensation pursuant to the above election, plus interest, be
paid to me within approximately 30 days of the quarter-end Payment Date
indicated below, unless I specifically elect for such payment to be made
upon my termination of employment, in which case payment of this Deferred
Compensation to me (or my Beneficiary) will commence as indicated below.
I also understand that, if I elect a Specific Payment Date, in the event
my employment terminates before the Specific Payment Date I have
indicated below, I (or my Beneficiary) will be paid this Deferred
Compensation approximately four weeks after the month-end date
coincident with or immediately following my last date of employment.
(CHECK ONE ONLY)
___ Specific Payment Date ______ Must be the March 31, June 30,
September 30, or December 31 of any
future year. Please refer to Payment of
ESSP Section on "Explanation".
___ Defer payment until my termination of employment (payment approx.
four weeks following month end).
___ Defer payment until my termination of employment, but pay me in
the following calendar year (payment approximately four weeks after
end of calendar year of termination of employment).
___ Defer payment until my termination, after which I shall receive
payments in installments for ____ years (no more than 10) or for
______quarters (no more than 40).
I hereby make the above election(s) and acknowledge that I have read the
enclosed "Explanation".
- ------------------------------------------ ------------------
Participant's Signature Date
<PAGE> 1
EXHIBIT 4.4
LEAR CORPORATION
EXECUTIVE SUPPLEMENTAL SAVINGS PLAN
BENEFICIARY DESIGNATION/CHANGE FORM
Please complete this form and return it to the Hilltop Benefits Department.
Elections on this form become effective at the later of January 1, 1998 or the
date received by the Company.
The beneficiary of your Deferred Compensation Account is based on your most
recent election on an ESSP Beneficiary Designation/Change Form. THEREFORE, IF
YOU HAVE ALREADY COMPLETED AN ESSP BENEFICIARY DESIGNATION/CHANGE FORM AND DO
NOT WANT TO CHANGE YOUR BENEFICIARY UNDER THE ESSP, IT IS NOT NECESSARY TO
COMPLETE THIS FORM. The beneficiary of your Pension Make-up Amount is the same
person designated as your beneficiary under the Pension Plan. The beneficiary of
your Savings Make-up Account is the same person designated as your beneficiary
under the Savings Plan.
Participant Name____________________________Social Security Number______________
DESIGNATION/CHANGE OF BENEFICIARY
I hereby designate (reserving the right to change such designation) as the
Beneficiary of my Deferred Compensation Account under the Plan:
PRIMARY BENEFICIARY:
- ------------------------------------- -------------------------------------
Name of Primary Beneficiary Relationship to Participant
- --------------------------------------------------------------------------------
Address of Primary Beneficiary
SECONDARY BENEFICIARY:
- ------------------------------------- -------------------------------------
Name of Secondary Beneficiary Relationship to Participant
- --------------------------------------------------------------------------------
Address of Secondary Beneficiary
I understand that the above election provides for the distribution of my
Deferred Compensation Account under the Plan in the event of my death before
this Account has been fully distributed to me. I also understand that the
beneficiary of my "Pension Make-up Amount" is the same person designated as my
beneficiary under the Lear Corporation Pension Plan, and that the beneficiary of
my "Savings Make-up Account" is the same person designated as my beneficiary
under the Lear Corporation Retirement Savings Plan.
- --------------------------------------------- -------------
Participant's Signature Date
<PAGE> 1
EXHIBIT 5.1
[LETTERHEAD OF WINSTON & STRAWN]
July 16, 1998
Lear Corporation
21557 Telegraph Road
Southfield, Michigan 48034
Re: Registration Statement on Form S-8 of Lear
Corporation (the "Registration Statement")
registering $10,000,000 in deferred compensation
obligations
Ladies and Gentlemen:
We have acted as special counsel for Lear Corporation, a
Delaware corporation (the "Company"), in connection with the registration on
Form S-8 of the offer and sale for up to $10,000,000 of deferred compensation
obligations (the "Obligations"), which will represent unsecured obligations of
the Company issued under the Lear Corporation Executive Supplemental Savings
Plan.
This opinion letter is delivered in accordance with the
requirements of Item 601(b)(5) of Regulation S-K promulgated under the
Securities Act of 1933, as amended (the "Act").
In connection with this opinion letter, we have examined and
are familiar with originals or copies, certified or otherwise identified to our
satisfaction, of: (i) the Registration Statement as filed with the Securities
and Exchange Commission (the "Commission") under the Act; (ii) the Restated
Certificate of Incorporation of the Company, as currently in effect; (iii) the
Amended and Restated By-Laws of the Company, as currently in effect; (iv)
resolutions of the Compensation Committee of the Board of Directors of the
Company relating to, among other things, the adoption of the Lear Corporation
Executive Supplemental Savings Plan (the "Plan") under which the Obligations are
issued; and (v) resolutions of the Board of Directors of the Company authorizing
the filing of the Registration Statement. We have also examined such other
documents as we have deemed necessary or appropriate as a basis for the opinion
set forth below.
In our examination, we have assumed the legal capacity of all
natural persons, the genuineness of all signatures, the authority of all
documents submitted to us as certified or photostatic copies, and the
authenticity of the originals of such latter documents. As to any facts material
to this opinion which we did not independently establish or verify, we have
relied upon the oral or written statements and representations of officers and
other representatives of the Company and others.
<PAGE> 2
Based upon and subject to the foregoing, we are of the
opinion that when issued by the Company in the manner provided in the Plan, the
Obligations will be valid and binding obligations of the Company, enforceable
against the Company in accordance with their terms, except as enforcement
thereof may be limited by bankruptcy, insolvency or other laws of general
applicability relating to or affecting enforcement of creditors' rights or by
general principles of equity.
The opinion set forth above is limited to the federal laws of
the United States, the General Corporation Law of the State of Delaware and the
laws of the State of Illinois.
We hereby consent to the filing of this opinion letter with
the Commission as an exhibit to the Registration Statement. In giving such
consent, we do not concede that we are experts within the meaning of the Act or
the rules and regulations thereunder or that this consent is required by Section
7 of the Act.
Very truly yours,
/s/ Winston & Strawn
Winston & Strawn
<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 January 30, 1998
included in Lear Corporation's Form 10-K for the year ended December 31, 1997,
and to all references to our firm included in this registration statement.
/s/ Arthur Andersen LLP
Detroit, Michigan
July 17, 1998
