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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 5, 2000
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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)
<TABLE>
<S> <C>
DELAWARE 13-3386776
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
</TABLE>
21557 TELEGRAPH ROAD
SOUTHFIELD, MICHIGAN 48086-5008
(248) 447-1500
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
JOSEPH F. MCCARTHY, ESQ.
21557 TELEGRAPH ROAD
SOUTHFIELD, MICHIGAN 48086-5008
(248) 447-1500
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copies to:
JOHN L. MACCARTHY
DANIEL A. NINIVAGGI
WINSTON & STRAWN
35 WEST WACKER DRIVE
CHICAGO, ILLINOIS 60601
(312) 558-5600
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: From time to
time after the effective date of this Registration Statement as the Registrant
shall determine.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
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, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
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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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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TITLE OF EACH CLASS PROPOSED MAXIMUM PROPOSED MAXIMUM
OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED(1) REGISTERED PER UNIT(3) OFFERING PRICE(3) REGISTRATION FEE
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<S> <C> <C> <C> <C>
Debt securities...........................
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Common stock..............................
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Preferred stock...........................
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Depository shares.........................
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Warrants to purchase common stock.........
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Warrants to purchase preferred stock......
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Warrants to purchase debt securities......
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Total..................................... $1,000,000,000(2) 100% $1,000,000,000 $158,400*
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</TABLE>
(1) In addition to any preferred stock or common stock that may be issued
directly under this registration statement, there are being registered
hereunder an indeterminate number of shares of preferred stock and/or common
stock as may be issued upon conversion, exchange and/or redemption of the
debt securities, depository shares, preferred stock or warrants, as the case
may be. No separate consideration will be received for any shares of
preferred stock or common stock so issued upon conversion, exchange or
redemption.
(2) Includes securities previously registered under the Registrant's
registration statement on Form S-3 (file no. 333-43085), referred to below.
Subject to Rule 462(b) under the Securities Act, in no event will the
aggregate initial offering price of the securities issued under this
registration statement and such previously filed registration statement
exceed $1,000,000,000, or, if any securities are issued in a currency or
composite currency other than U.S. dollars, such different amount as shall
result in an aggregate initial offering price of $1,000,000,000. For debt
securities issued with an original issue discount, the amount to be
registered is calculated as the initial accreted value of such debt
securities.
(3) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(o).
* The prospectus included in this registration statement also relates to
$400,000,000 of debt securities previously registered under the Registrant's
registration statement on Form S-3 (file no. 333-43085). A registration fee
of $118,000 was paid upon the filing of the prior registration statement.
This registration statement also constitutes Post-Effective Amendment No. 1
with respect to such prior registration statement on Form S-3 (file no.
333-43085).
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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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THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE
MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS
NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO
BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT
PERMITTED.
SUBJECT TO COMPLETION, DATED JUNE 5, 2000
PROSPECTUS
$1,000,000,000
LEAR CORPORATION LOGO
DEBT SECURITIES
COMMON STOCK
PREFERRED STOCK
DEPOSITORY SHARES
COMMON STOCK PURCHASE WARRANTS
PREFERRED STOCK PURCHASE WARRANTS
DEBT SECURITIES PURCHASE WARRANTS
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WE WILL PROVIDE SPECIFIC TERMS OF THESE
SECURITIES IN SUPPLEMENTS TO THIS PROSPECTUS.
YOU SHOULD READ THIS PROSPECTUS AND ANY
SUPPLEMENT CAREFULLY BEFORE YOU INVEST.
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Our common stock is listed on the New York Stock Exchange under the trading
symbol "LEA."
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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This prospectus may not be used to consummate sales of securities unless
accompanied by a prospectus supplement.
, 2000
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ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that Lear Corporation
filed with the Securities and Exchange Commission using a "shelf" registration
process. Under this shelf process, we may, from time to time, sell any
combination of the securities described in this prospectus in one or more
offerings up to a total dollar amount of $1,000,000,000 or the equivalent of
this amount in foreign currencies or foreign currency units.
This prospectus provides you with a general description of the securities
we may offer. Each time we sell securities, we will provide a prospectus
supplement that will contain specific information about the terms of that
offering. The prospectus supplement may also add, update or change information
contained in this prospectus. You should read both this prospectus and any
prospectus supplement together with additional information described below under
the heading "Where You Can Find More Information."
You should rely only on the information provided in this prospectus and in
any prospectus supplement including the information we incorporate by reference.
We have not authorized anyone to provide you with different information. We are
not offering the securities in any state where the offer is not permitted. You
should not assume that the information in this prospectus, or any supplement to
this prospectus, is accurate at any date other than the date indicated on the
cover page of the documents.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other
information with the Securities and Exchange Commission. You may inspect and
copy such material at the public reference facilities maintained by the
Commission in Washington, D.C., Chicago, Illinois and New York, New York. Please
call the Commission at 1-800-SEC-0330 for more information on the public
reference rooms. You can also find our Commission filings at the Commission's
website at http://www.sec.gov. In addition, you can inspect our reports, proxy
statements and other information at the New York Stock Exchange, 20 Broad
Street, New York, New York 10005, where our common stock is listed.
The Commission allows us to incorporate by reference the information we
file with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus, and information that we file later
with the Commission will automatically update and supersede the information in
this prospectus. Accordingly, we incorporate by reference the following
documents filed by us:
1. Current Report on Form 8-K/A dated September 1, 1998, and filed with
the Commission on November 17, 1998;
2. Current Report on Form 8-K/A dated September 1, 1998, and filed with
the Commission on October 19, 1999;
3. Annual Report on Form 10-K for the fiscal year ended December 31, 1999;
4. Current Report on Form 8-K dated May 4, 1999, and filed with the
Securities and Exchange Commission on May 6, 1999;
5. Current Report on Form 8-K dated March 1, 2000, and filed with the
Commission on March 2, 2000;
6. Quarterly Report on Form 10-Q for the fiscal quarter ended April 1,
2000.
In addition, all reports and other documents we subsequently file pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended, after the date of this prospectus shall be deemed to be incorporated by
reference in this prospectus and to be part of this prospectus from the date of
the filing of such reports and documents. Any statement contained in this
prospectus or in a document incorporated or deemed to be incorporated in this
prospectus by reference shall be deemed to be modified or superseded for the
purposes of this prospectus to the extent that a statement contained in any
subsequently filed document which is or is deemed to be incorporated by
reference in this prospectus 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 prospectus.
You may obtain, without charge, a copy of any of the documents incorporated
by reference in this prospectus, other than exhibits to those documents that are
not specifically incorporated by reference into those documents, by writing or
telephoning Lear Corporation, 21557 Telegraph Road, P.O. Box 5008, Southfield,
Michigan 48086-5008, Attention: Investor Relations (248) 447-1684.
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LEAR
We are a major worldwide independent automotive supplier. We supply:
- automotive interior systems;
- automotive electrical distribution systems;
- automotive seats; and
- door panels, headliners, floor and acoustic systems and instrument
panels.
We have the capability to integrate electronics and electrical distribution
systems into all five automotive interior systems, providing us the opportunity
to manufacture and supply fully integrated automotive interior modules to our
customers globally.
Our principal executive offices are located at 21557 Telegraph Road,
Southfield, Michigan 48086-5008. Our telephone number at that location is (248)
447-1500.
FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, and we intend that such
forward-looking statements be subject to the safe harbor requirements created
thereby. Such forward-looking statements involve risks and uncertainties and
include, but are not limited to, statements regarding future events and our
plans, goals and objectives. When used in this document, the words "anticipate,"
"believe," "plan," "will," "may," "estimate," and "expect" and similar
expressions are generally intended to identify forward-looking statements.
Forward-looking statements, including statements regarding the intent, belief,
or current expectations of Lear or our management, are not guarantees of future
performance and involve risks and uncertainties. Our actual results may differ
materially from those in the forward-looking statements as a result of various
factors, including, but not limited to,
- general economic conditions in the markets in which we operate,
- fluctuations in worldwide or regional automobile and light truck
production,
- labor disputes involving Lear or our significant customers,
- fluctuations in currency exchange rates and other risks associated with
doing business in foreign countries,
- changes in the practices and/or policies of our significant customers
toward outsourcing automotive components and systems,
- other risks detailed from time to time in our Commission filings, and
- those items identified under "Risk Factors" in any prospectus supplement.
All forward-looking statements in this prospectus are based on information
available to us on the date of this prospectus. We do not intend to update or
revise any forward-looking statements that we may make in this prospectus or
other documents, reports, filings or press releases, whether as a result of new
information, future events or otherwise.
USE OF PROCEEDS
Unless otherwise specified in the applicable prospectus supplement, the net
proceeds we receive from the sale of the securities offered by this prospectus
and the accompanying prospectus supplement will be used for general corporate
purposes. General corporate purposes may include:
- the repayment or refinancing of debt,
- investments in or extensions of credit to our subsidiaries,
- working capital,
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- capital expenditures, or
- the financing of possible acquisitions or business expansion or the
refinancing of prior acquisition debt.
The net proceeds may be invested temporarily or applied to repay short-term
debt until they are used for their stated purpose. When particular securities
are offered, we will describe in the applicable prospectus supplement our
intended use for the net proceeds received from the sale of such securities.
RATIO OF EARNINGS TO FIXED CHARGES
The following table shows the ratio of earnings to fixed charges of Lear
for the periods indicated.
<TABLE>
<CAPTION>
QUARTER ENDED YEAR ENDED
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APRIL 1, APRIL 3, DECEMBER 31,
2000 1999 1999
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<S> <C> <C> <C>
Ratio of earning to fixed
charges(1)...................... 2.2x 3.4x 2.7x
<CAPTION>
YEAR ENDED
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DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
1998 1997 1996 1995
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Ratio of earning to fixed
charges(1)...................... 2.7x 4.1x 3.3x 2.9x
</TABLE>
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(1) "Fixed charges" include interest on debt, amortization and deferred
financing fees and that portion of rental expenses representative of
interest (deemed to be one-third of rental expense). "Earnings" include
income (loss) before income taxes, fixed charges, undistributed earnings and
minority interest.
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THE SECURITIES WE MAY OFFER
This prospectus is part of a shelf registration statement. Under this shelf
registration statement, we may offer from time to time up to $1,000,000,000 of
any of the following securities, either separately or in units:
- Senior debt, senior subordinated debt or subordinated debt (collectively,
the "debt securities");
- Common stock (issuable separately or upon conversion, exchange or
redemption of warrants, debt securities or preferred stock);
- Preferred stock;
- Depository shares;
- Warrants to purchase common stock;
- Warrants to purchase preferred stock;
- Warrants to purchase debt securities.
DESCRIPTION OF COMMON STOCK
We may, at our option, elect to offer common stock. The following
description of our common stock is only a summary. We encourage you to read our
Restated Certificate of Incorporation which has been filed with the Commission
and is incorporated by reference into this prospectus. As of the date of this
prospectus, we are authorized to issue up to 150,000,000 shares of common stock,
par value $0.01 per share. As of May 30, 2000, there were 65,867,974 shares of
common stock outstanding. Holders of our common stock are entitled to one vote
per share on all matters to be voted upon by the stockholders. Cumulative voting
is not permitted. Subject to preferences of any preferred stock that may be
issued in the future, the holders of our common stock are entitled to receive
such dividends as may be declared by our Board of Directors. We are currently
restricted under the terms of our credit agreements and indentures governing our
existing notes from paying dividends above certain limited amounts to holders of
our common stock. In the event of a liquidation, dissolution or winding up of
our company, and subject to preferences of any preferred stock that may be
issued in the future, holders of our common stock are entitled to receive pro
rata all of the assets of our company available for distribution. There are no
redemption or sinking fund provisions applicable to our common stock. All
outstanding shares of common stock are fully paid and non-assessable, and the
shares of common stock offered, when issued, will be fully paid and
non-assessable.
Transfer Agent and Registrar
The transfer agent and registrar for our common stock is The Bank of New
York, located in New York, New York.
Listing
Our common stock is listed for trading on the New York Stock Exchange under
the symbol "LEA."
DESCRIPTION OF PREFERRED STOCK
We have the authority to issue up to 15,000,000 shares of preferred stock,
par value $0.01 per share. As of May 30, 2000, there were no shares of preferred
stock outstanding. Our Board of Directors is authorized at any time to:
- issue one or more series of preferred stock;
- determine the designation for any series by number, letter or title that
shall distinguish the series from any other series of preferred stock;
and
- determine the number of shares in any series.
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We may, at our option, elect to offer a series of preferred stock. The
summary of terms of the preferred stock in this prospectus is not complete. You
should refer to the certificate of amendment to our Restated Certificate of
Incorporation for the applicable series of preferred stock, if any, which will
be filed with the Commission. Our Board of Directors is authorized to determine,
for each series of preferred stock, and the prospectus supplement will set forth
with respect to such series the following information:
- whether dividends on that series of preferred stock will be cumulative,
noncumulative, or partially cumulative;
- the dividend rate (or method for determining the rate);
- the liquidation preference per share of that series of preferred stock,
if any;
- any conversion provisions applicable to that series of preferred stock;
- any redemption or sinking fund provisions applicable to that series of
preferred stock;
- the voting rights of that series of preferred stock, if any; and
- the terms of any other preferences or rights, if any, applicable to that
series of preferred stock.
DESCRIPTION OF DEPOSITORY SHARES
General
We may, at our option, elect to offer receipts ("depository receipts") for
depository shares, each of which will represent a fractional interest in a share
of a particular series of a class of preferred stock, as specified in the
applicable prospectus supplement. Preferred stock of each series of each class
represented by depository shares will be deposited with a bank or trust company
selected by us under a deposit agreement (a "deposit agreement") among us, the
depository and the holders from time to time of the depository receipts. The
depository will be the transfer agent, registrar and dividend disbursing agent
for the depository shares. Subject to the terms of the deposit agreement, each
owner of a depository receipt will be entitled, in proportion to the fractional
interest of a share of the particular series of a class of preferred stock
represented by the depository shares evidenced by such depository receipt, to
all the rights and preferences of the preferred stock represented by such
depository shares (including dividend, voting, conversion, redemption and
liquidation rights).
The depository shares will be evidenced by depository receipts issued
pursuant to the applicable deposit agreement. Holders of depository receipts
agree to be bound by the deposit agreement, which requires holders to take
certain actions such as filing proof of residence and paying certain charges.
The summary of terms of the depository shares contained in this prospectus
is not complete. You should refer to the forms of the deposit agreement, our
Restated Certificate of Incorporation and the certificate of amendment for the
applicable series of preferred stock that are, or will be, filed with the
Commission.
Dividends And Other Distributions
The depository will distribute all cash dividends or other cash
distributions received in respect of the preferred stock to the record holders
of the depository receipts evidencing the related depository shares in
proportion to the number of such depository receipts owned by those holders on
the relevant record date.
In the event of a distribution other than in cash, the depository will
distribute property received by it to the record holders of depository receipts
entitled thereto, subject to certain obligations of holders to file proofs,
certificates and other information and to pay certain charges and expenses to
the depository, unless the depository determines that it is not feasible to make
such distribution, in which case the depository may, with our approval, sell
such property and distribute the net proceeds from such sale to such holders.
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Withdrawal Of Shares
Owners of depository shares are entitled, upon surrender of the depository
receipts at the corporate trust office of the depository (unless the related
depository shares have been previously called for redemption) and payment of any
unpaid amounts due the depository, to receive the number of whole shares of
preferred stock underlying the depository shares. Holders of depository receipts
will be entitled to receive whole shares of the related preferred stock on the
basis of the proportion of preferred stock represented by each depository share
as specified in the applicable prospectus supplement. Partial shares of
preferred stock will not be issued. Such holders of preferred stock will not be
entitled to deposit the shares under the deposit agreement or to receive
depository receipts evidencing depository shares for the preferred stock.
Redemption Of Depository Shares
Whenever we redeem preferred stock held by the depository, the depository
will redeem as of the same redemption date the number of depository shares
representing the preferred stock so redeemed. The redemption price per
depository share will be equal to the redemption price and any other amounts per
share payable with respect to the preferred stock. If fewer than all of the
depository shares are to be redeemed, the depository shares to be redeemed will
be selected by the depository by lot.
After the date fixed for redemption, the depository shares so called for
redemption will no longer be deemed to be outstanding and all rights of the
holders of the depository receipts evidencing the depository shares so called
for redemption will cease, except the right to receive any moneys payable upon
such redemption and any money or other property to which the holders of such
depository receipts were entitled upon such redemption upon surrender thereof to
the preferred stock depository.
Voting
Upon receipt of notice of any meeting at which the holders of the preferred
stock are entitled to vote, the depository will mail the information contained
in such notice of meeting to the record holders of the depository receipts
underlying the preferred stock. Each record holder of depository receipts on the
record date (which will be the same date as the record date for the preferred
stock) will be entitled to instruct the depository as to the exercise of the
voting rights pertaining to the amount of preferred stock underlying such
holder's depository shares. The depository will try as far as practicable to
vote the amount of preferred stock underlying such depository shares in
accordance with such instructions, and we will agree to take all reasonable
action which may be deemed necessary by the depository in order to enable the
depository to do so. The depository will abstain from voting the amount of
preferred stock represented by such depository shares to the extent it does not
receive specific instructions from the holders of depository receipts.
Liquidation Preference
In the event of our liquidation, dissolution or winding up, whether
voluntary or involuntary, each holder of a depository receipt will be entitled
to the fraction of the liquidation preference accorded each share of preferred
stock represented by the depository share evidenced by such depository receipt,
as set forth in the applicable prospectus supplement.
Amendment And Termination Of The Deposit Agreement
The form of depository receipt evidencing the depository shares which
represent the preferred stock and any provision of the deposit agreement may at
any time be amended by agreement between us and the depository. However, any
amendment that materially and adversely alters the rights of the holders of
depository receipts will not be effective unless such amendment has been
approved by the existing holders of at least a majority of the depository shares
evidenced by the depository receipts then outstanding.
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The deposit agreement will automatically terminate if:
- all outstanding depository shares have been redeemed;
- there is a final distribution in respect of the preferred stock and such
distribution is made to the holders of depository receipts; or
- each related share of preferred stock is converted into our capital stock
not so represented by depository shares.
Charges Of Depository
We will pay all transfer and other taxes and governmental charges arising
solely from the existence of the deposit agreement. In addition, we will pay the
fees and expenses of the depository in connection with the performance of its
duties under the deposit agreement. However, holders of the depository receipts
will pay the fees and expenses of the depository for any duties requested by
such holders to be performed which are outside of those expressly provided for
in the deposit agreement.
Resignation And Removal Of Depository
The depository may resign at any time by delivering to us notice of its
election to do so, and we may at any time remove the depository, any such
resignation or removal to take effect upon the appointment of a successor
depository. A successor depository must be appointed within 60 days after
delivery of the notice of resignation or removal and must be a bank or trust
company having its principal office in the United States and having a combined
capital and surplus of at least $50,000,000.
Miscellaneous
The depository will forward to holders of depository receipts any reports
and communications from us that are received by the depository with respect to
the related preferred stock. In addition, the depository will make available for
inspection by holders of depository receipts at the principal office of the
depository, and at such other places as it may from time to time deem advisable,
any reports and communications we deliver to the depository as the holder of
preferred stock.
Neither us nor the depository will be liable if either us or it is
prevented from or delayed in, by law or any circumstances beyond our control,
performing our or their obligations under the deposit agreement. Our obligations
and the obligations of the depository under the deposit agreement will be
limited to performance in good faith and without gross negligence or willful
misconduct of our respective duties, and will not be obligated to prosecute or
defend any legal proceeding in respect of any depository receipts or depository
shares unless satisfactory indemnity is furnished. We and the depository may
rely on written advice of counsel or accountants, or information provided by
persons presenting preferred stock represented thereby for deposit, holders of
depository receipts or other persons believed to be competent to give such
information, and on documents believed to be genuine and signed by a proper
party.
If the depository shall receive conflicting claims, requests or
instructions from any holders of depository receipts, on the one hand, and us,
on the other hand, the depository shall be entitled to act on such claims,
requests or instructions received from us.
DESCRIPTION OF THE WARRANTS TO PURCHASE
COMMON STOCK, PREFERRED STOCK OR DEBT SECURITIES
We expect the following provisions will generally apply to warrants we may
offer, unless we specify otherwise in the applicable prospectus supplement.
We may issue warrants for the purchase of common stock, preferred stock or
debt securities (collectively "warrants"). Warrants may be issued independently
or together with common stock, preferred stock or debt securities and may be
attached to or separate from any offered securities. Each series of warrants
will be
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issued under a separate warrant agreement (a "warrant agreement") to be entered
into between us and a bank or trust company, as warrant agent (the "warrant
agent"). The warrant agent will act solely as our agent in connection with the
warrants and will not have any obligation or relationship of agency or trust for
or with any holders or beneficial owners of warrants. This summary of certain
provisions of the warrants is not complete. You should refer to the provisions
of the warrant agreement that will be filed with the Commission in connection
with the offering of warrants for the complete terms of the warrant agreement.
General
If we offer warrants to purchase common stock, preferred stock or debt
securities, the related prospectus supplement will describe the terms of the
warrants, including the following (as applicable):
- the title of the warrants;
- the offering price, if any;
- the aggregate number of warrants;
- the designation, terms and principal amount of the common stock,
preferred stock or debt securities purchasable upon exercise of the
warrants and the initial price at which such securities may be purchased
upon exercise;
- the date on which the right to exercise the warrants shall commence and
the date on which such right shall expire;
- if applicable, the designation and terms of the securities that the
warrants are issued with and the number of warrants issued with each
security;
- if applicable, the date from and after which the warrants and any
securities issued with the warrants will be separately transferable;
- if applicable, the minimum or maximum amount of the warrants that may be
exercised at any one time;
- a discussion of certain federal income tax considerations, if applicable;
- the redemption or call provisions, if any;
- the currency, currencies or currency units in which the offering price,
if any, and exercise price are payable;
- the antidilution provisions of the warrants; and
- any other terms of the warrants, including terms, procedures, and
limitations relating to the exchange and exercise of the warrants.
The shares of common or preferred stock issuable upon exercise of the
warrants will, when issued in accordance with the warrant agreement, be fully
paid and nonassessable.
No Rights
Holders of warrants will not be entitled, by virtue of being such holders,
to any rights of holders of the underlying securities. For example, holders of
warrants will have no rights to:
- vote or consent;
- receive dividends;
- payments of principal of and interest, if any, on the securities;
- receive notice as stockholders with respect to any meeting of
stockholders for the election of our directors or any other matter; or
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- exercise any rights whatsoever as our stockholders.
Exchange of Warrant Certificate
Warrant Certificates may be exchanged for new warrant certificates of
different denominations and may (if in registered form) be presented for
registration of transfer at the corporate trust office of the warrant agent,
which will be listed in the related prospectus supplement, or at such other
office as may be set forth therein.
Exercise Of Warrants
Warrants may be exercised by surrendering the warrant certificate at the
corporate trust office of the warrant agent, with the form of election to
purchase on the reverse side of the warrant certificate properly completed and
executed, and by payment in full of the exercise price, as set forth in the
prospectus supplement. Upon the exercise of warrants, the warrant agent will, as
soon as practicable, deliver the securities in authorized denominations in
accordance with the instructions of the exercising warrant holder and at the
sole cost and risk of such holder. If less than all of the warrants evidenced by
the warrant certificate are exercised, a new warrant certificate will be issued
for the remaining amount of warrants.
DESCRIPTION OF DEBT SECURITIES
We expect the following description of certain general terms and provisions
will generally apply to any debt securities we may offer. "Debt securities" may
include senior debt, senior subordinated debt or subordinated debt. The
particular terms of the debt securities offered by any prospectus supplement,
and the extent, if any, to which such general provisions do not apply to the
debt securities will be described in the prospectus supplement relating to such
debt securities.
We may issue debt securities from time to time in one or more series under
one or more indentures and any indentures supplemental thereto (collectively,
the "indenture"), between us and The Bank of New York, as trustee, unless we
identify a different trustee in the applicable prospectus supplement (the
"trustee"). The terms of the debt securities will include those stated in the
indenture and those made part of the indenture by reference to the Trust
Indenture Act of 1939, as amended, as in effect on the date of the indenture.
The following summary of certain provisions of the indenture is not complete and
we refer you to the forms of the indenture, including definitions included in
the indenture of certain terms used below, copies of which have been filed as
exhibits to the Registration Statement.
For purposes of this section, "Description of Debt Securities," only,
references to "Lear" include only Lear Corporation and not its subsidiaries.
General
We may, at our option, issue debt securities in one or more series from
time to time. The following summaries set forth certain general terms and
provisions of the indenture and the debt securities. The prospectus supplement
relating to a series of debt securities being offered will contain the following
terms, if applicable:
- the title and ranking;
- the aggregate principal amount and any limit on such amount;
- the price (expressed as a percentage of the principal amount thereof) at
which such debt securities will be issued;
- maturity date or dates, or the method for determining such date or dates;
- interest rate or rates (which may be fixed or variable), or the method by
which such rate or rates shall be determined;
- the date or dates, or the method for determining such date or dates, from
which any such interest will accrue, and the dates on which any such
interest will be payable;
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- the place or places where the principal of and interest, if any, on such
debt securities will be payable, and where such debt securities may be
surrendered for registration of transfer or exchange;
- conversion features;
- redemption or early repayment provisions;
- sinking fund repayment provisions;
- authorized denominations;
- any applicable subordination provisions;
- any guarantees of such securities by our subsidiaries or others;
- the currency, currencies or currency units in which such debt securities
are denominated and payable, and the terms and conditions relating
thereto;
- whether the amount of payments of principal of (and premium, if any) or
interest, if any, on the debt securities may be determined with reference
to an index, formula or other method and the manner in which such amounts
shall be determined;
- the time period within which, the manner in which and the terms and
conditions upon which the purchaser of the securities can select the
payment currency;
- the provisions, if any, granting special rights to the holders of debt
securities upon certain events;
- additions to or changes in the Events of Default or covenants of Lear
with respect to the debt securities and any change in the right of the
trustee or the holders to declare the principal, premium and interest
with respect to such securities to be due and payable;
- whether and under what circumstances we will pay any additional amounts
on such debt securities in respect of any tax, assessment or governmental
charge and, if so, whether we will have the option to redeem such debt
securities in lieu of making such payment;
- form (registered and/or bearer securities), any restrictions applicable
to the offer, sale or delivery of bearer securities and the terms, if
any, upon which bearer securities may be exchanged for registered
securities and vice versa;
- the date of any bearer securities or any global security, if other than
the date of original issuance of the first security of the series to be
issued;
- the person to whom and manner in which any interest shall be payable;
- whether such securities will be issued in whole or in part in the form of
one or more global securities;
- the identity of the depository for global securities;
- whether a temporary security is to be issued with respect to such series
and whether any interest payable prior to the issuance of definitive
securities of the series will be credited to the account of the persons
entitled thereto;
- the terms upon which beneficial interests in a temporary global security
may be exchanged in whole or in part for beneficial interests in a
definitive global security or for individual definitive securities and
the terms upon which such exchanges may be made;
- the securities exchange(s) on which the securities will be listed;
- whether any underwriter(s) will act as market maker(s) for the
securities;
- if not listed on a securities exchange and no underwriter(s) intend(s) to
make a market in the securities, the nature of the exchange market for
the securities;
- the extent to which a secondary market for the securities is expected to
develop;
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- the form (certificated or book-entry);
- the form and/or terms of certificates, documents or conditions which may
be necessary, if any, for the debt securities to be issuable in final
form; and
- additional terms not inconsistent with the provisions of the indenture.
One or more series of debt securities may be sold at a substantial discount
below their stated principal amount bearing no interest or interest at a rate
below the market rate at the time of issuance. One or more series of debt
securities may be variable rate debt securities that may be exchanged for fixed
rate debt securities. In such cases, all material United States federal income
tax and other considerations applicable to any such series will be described in
the applicable prospectus supplement.
We may issue debt securities where the purchase price or amount of
principal and/or interest payable is denominated in a foreign currency,
currencies or units. The restrictions, elections, general tax considerations,
specific terms and other information with respect to such issue of debt
securities and such foreign currency, currencies or units will be set forth in
the applicable prospectus supplement.
We will comply with Section 14(e) under the Securities Exchange Act, to the
extent applicable, and any other tender offer rules under the Securities
Exchange Act which may then be applicable, in connection with any obligation of
Lear to purchase debt securities at the option of the holders thereof. Any such
obligation applicable to a series of debt securities will be described in the
applicable prospectus supplement.
Status of Debt Securities
We expect the following provisions will generally apply to debt securities,
unless we specify otherwise in the applicable prospectus supplement.
The senior debt securities will rank equally with all of our other
unsecured and unsubordinated senior indebtedness.
The senior subordinated debt securities will be subordinate in right of
payment to all of our Senior Indebtedness. With respect to any series of senior
subordinated debt securities, "Senior Indebtedness" will mean all Indebtedness
(present or future) created, incurred, assumed or guaranteed by us (and all
renewals, extensions or refundings thereof), unless the instrument under which
such Indebtedness is created, incurred, assumed or guaranteed provides that such
Indebtedness is not senior or superior in right of payment to the debt
securities. Senior Indebtedness shall not include (i) any Indebtedness to any of
our Subsidiaries, (ii) any trade payables or (iii) any liability for federal,
state, local or other taxes owed or owing by us.
The subordinated debt securities will be subordinate in right of payment to
all of our Senior Indebtedness. With respect to any series of subordinated debt
securities, Senior Indebtedness of the Company will mean all Senior Indebtedness
(as defined above) and all indebtedness under any senior subordinated debt
securities.
Upon any payment or distribution of assets or securities of Lear due to any
dissolution, winding up, total or partial liquidation or reorganization or in
bankruptcy, insolvency, receivership or other proceeding, the payment of the
principal of and interest on the senior subordinated debt securities or the
subordinated debt securities will be subordinated in right of payment to any
obligations in respect of Senior Indebtedness. No payment may be made on the
senior subordinated debt securities or the subordinated debt securities in the
event of:
- a default in payment or the acceleration of maturity of Senior
Indebtedness with a lending commitment or an aggregate principal amount
outstanding in excess of $40 million, or
- while any judicial proceeding is pending with respect to a default on
Senior Indebtedness with a lending commitment or an aggregate principal
amount outstanding in excess of $40 million (of which the trustee has
received written notice), until such default shall have been cured or
waived.
By reason of such subordination, in the event of our insolvency, holders of
our Senior Indebtedness may receive more, ratably, and holders of the senior
subordinated debt securities or subordinated debt securities, as
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applicable, having a claim pursuant to the senior subordinated debt securities
or subordinated debt securities, as applicable, may receive less, ratably, than
our other creditors. Such subordination will not prevent the occurrence of any
event of default (an "Event of Default") in respect of the senior subordinated
debt securities or the subordinated debt securities. The applicable prospectus
supplement may modify or set forth additional rights that holders of Senior
Indebtedness may have against holders of senior subordinated debt securities and
subordinated debt securities.
If we offer debt securities, the applicable prospectus supplement will set
forth the aggregate amount of outstanding indebtedness, if any, as of the most
recent practicable date that by the terms of such debt securities would be
senior to such debt securities. The applicable prospectus supplement will also
set forth any limitation on our issuance of any additional Indebtedness,
including Senior Indebtedness.
Our debt securities will be direct, unsecured obligations. Creditors of our
subsidiaries are entitled to a claim on the assets of such subsidiaries.
Consequently, in the event of a liquidation or reorganization of any subsidiary,
creditors of the subsidiary are likely to be paid in full before any
distribution is made to us and holders of our debt securities, except to the
extent that we are recognized as a creditor of such subsidiary, in which case
our claims would still be subordinate to any security interests in the assets of
such subsidiary and any indebtedness of such subsidiary senior to that held by
us.
Exchange, Registration, Transfer and Payment
We expect payment of principal, premium, if any, and any interest on the
debt securities to be payable, and the exchange of and the transfer of debt
securities will be registerable, at the office of the trustee or at any other
office or agency we maintain for such purpose. We expect to issue debt
securities in denominations of U.S. $1,000 or integral multiples thereof. No
service charge will be made for any registration of transfer or exchange of the
debt securities, but we may require a payment to cover any tax or other
governmental charge payable in connection therewith.
Global Debt Securities
We expect the following provisions to apply to all debt securities, unless
we indicate otherwise in the applicable prospectus supplement.
The debt securities of a series may be issued in whole or in part in the
form of one or more global securities (the "global securities") that will be
deposited with a depository we will identify in a prospectus supplement. Each
global security will be deposited with the depository and will bear a legend
regarding any related restrictions or other matters as may be provided for
pursuant to the applicable indenture.
No global security may be transferred to, or registered or exchanged for
debt securities registered in the name of, any person or entity other than the
depository, unless:
- the depository has notified us that it is unwilling or unable or is no
longer qualified to continue as depository,
- we order the trustee that such global security shall be so transferable,
registrable and exchangeable, and such transfers shall be registrable, or
- other circumstances, if any, as may be described in the applicable
prospectus supplement.
All debt securities issued in exchange for a global security or any portion
thereof will be registered in such names as the depository may direct. The
specific terms of the depository arrangement with respect to any portion of a
series of debt securities to be represented by a global security will be
described in the applicable prospectus supplement.
Debt securities which are to be represented by a global security to be
deposited with or on behalf of a depository will be represented by a global
security registered in the name of such depository or its nominee. Upon the
issuance of such global security, and the deposit of such global security with
the depository, the depository will credit, on its book-entry registration and
transfer system, the respective principal amounts of the debt securities
represented by such global security to the accounts of institutions that have
accounts with such depository or its nominee ("participants"). The accounts to
be credited will be designated by the underwriters or agents of such debt
securities or by us, if such debt securities are offered and sold directly by
us.
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Ownership of beneficial interests in such global security will be limited
to participants or persons that may hold interests through participants.
Ownership of beneficial interests in such global security will be shown on, and
the transfer of that ownership interest will be effected only through, records
maintained by the depository or its nominee for such global security or by
participants or persons that hold through participants.
The laws of some jurisdictions require that certain purchasers of
securities take physical delivery of such securities in certificated form. The
foregoing limitations and such laws may impair the ability to transfer
beneficial interests in such global securities.
So long as the depository, or its nominee, is the registered owner of such
global security, such depository or such nominee, as the case may be, will be
considered the sole owner or holder of the debt securities represented by such
global security for all purposes under the indenture. Payment of principal of,
and premium and interest, if any, on debt securities will be made to the
depository or its nominee as the registered owner or bearer as the case may be
of the global security representing such debt securities. Each person owning a
beneficial interest in such global security must rely on the procedures of the
depository and, if such person is not a participant, on the procedures of the
participant through which such person owns its interest, to exercise any rights
of a holder under the indenture. If we request any action of holders or if an
owner of a beneficial interest in such global security desires to give any
notice or take any action a holder is entitled to give or take under the
indenture, the depository will authorize the participants to give such notice or
take such action, and participants would authorize beneficial owners owning
through such participants to give such notice or take such action or would
otherwise act upon the instructions of beneficial owners owning through them.
The rights of any holder of a debt security to receive payment of principal
and premium, if any, of and interest on such debt security, on or after the
respective due dates expressed or provided for in such debt security, or to
institute suit for the enforcement of any such payment on or after such
respective dates, shall not be impaired or affected without the consent of the
holders.
Neither we, the trustee, any paying agent nor the security registrar for
such debt securities will have any responsibility or liability for any aspect of
the records relating to or payments made on account of beneficial ownership
interests of the global security for such debt securities or for maintaining,
supervising or receiving any records relating to such beneficial ownership
interests.
We expect that the depository or its nominee, upon receipt of any payment
of principal, premium or interest, will credit immediately participants'
accounts with payments in amounts proportionate to their respective beneficial
interests in the principal amount of the global security for such debt
securities as shown on the records of such depository or its nominee. We also
expect that payments by participants to owners of beneficial interests in such
global security held through such participants will be governed by standing
instructions and customary practices, as is now the case with securities held
for the accounts of customers in bearer form or registered in "street name," and
will be the responsibility of such participants.
If the depository for a global security representing debt securities of a
particular series is at any time unwilling or unable to continue as depository
and we do not appoint a successor depository within 90 days, we will issue debt
securities of such series in definitive form in exchange for such global
security. In addition, we may at any time and in our sole discretion determine
not to have the debt securities of a particular series represented by one or
more global securities and, in such event, will issue debt securities of such
series in definitive form in exchange for all of the global securities
representing debt securities of such series.
Covenants
Limitation on Liens
Except as set forth in the applicable prospectus supplement, the indenture
will provide that, with respect to each series of debt securities, we will not,
nor will we permit any of our Subsidiaries to, create, incur, or permit to
exist, any Lien on any of our or their respective properties or assets, whether
now owned or hereafter acquired, or upon any income or profits therefrom,
without effectively providing that such series of debt
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securities shall be equally and ratably secured until such time as such
Indebtedness is no longer secured by such Lien, except:
- Liens existing as of the Closing Date;
- Liens granted after the Closing Date on any assets or properties of Lear
or any of our Subsidiaries securing Indebtedness of Lear created in favor
of the holders of such series;
- Liens securing our Indebtedness which is incurred to extend, renew or
refinance Indebtedness which is secured by Liens permitted to be incurred
under the indenture; provided that such Liens do not extend to or cover
any property or assets of Lear or any of our Subsidiaries other than the
property or assets securing the Indebtedness being refinanced and that
the principal amount of such Indebtedness does not exceed the principal
amount of the Indebtedness being refinanced;
- Permitted Liens;
- Liens on shares of capital stock of Subsidiaries of Lear, and the
proceeds thereof, securing obligations under Lear's senior credit
facilities;
- Liens on receivables subject to a Receivable Financing Transaction;
- Liens arising in connection with industrial development bonds or other
industrial development, pollution control or other tax-favored or
government-sponsored financing transactions;
- Extensions, renewals, substitutions and replacements of any Lien
described above; and
- Other Liens in respect of Indebtedness of Lear and our Subsidiaries in an
aggregate principal amount at any time not exceeding 10% of Consolidated
Assets at such time.
Limitation on Sale and Lease-Back Transactions
Except as set forth in the applicable prospectus supplement, the indenture
will provide that, with respect to each series of debt securities, Lear will
not, nor will we permit any of our Subsidiaries to, enter into any sale and
lease-back transaction for the sale and leasing back of any property or asset,
whether now owned or hereafter acquired, of Lear or any of our Subsidiaries,
except such transactions:
- entered into prior to the Closing Date,
- for the sale and leasing back of any property or asset by a Subsidiary of
Lear to Lear or any other Subsidiary of Lear,
- involving leases for less than three years, or
- in which the lease for the property or asset is entered into within 120
days after the later of the date of acquisition, completion of
construction or commencement of full operations of such property or asset
unless:
(a) Lear or such Subsidiary would be entitled under the "Limitation
on Liens" covenant above to create, incur, assume or permit to exist a
Lien on the assets to be leased in an amount at least equal to the
Attributable Value in respect of such transaction without equally and
ratably securing the debt securities of that series, or
(b) the proceeds of the sale of the assets to be leased are at
least equal to their fair market value and the proceeds are applied to
the purchase, acquisition, construction or refurbishment of assets or to
the repayment of Indebtedness of Lear or any of our Subsidiaries which
on the date of original incurrence had a maturity of more than one year.
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Certain Definitions
Except as set forth in the applicable prospectus supplement, the following
terms shall have the meanings set forth below.
"Attributable Value" means in connection with a sale and lease-back
transaction, the lesser of (a) the fair market value of the assets subject to
such transaction and (b) the present value (discounted at a rate per annum equal
to the rate of interest implicit in the lease involved in such sale and
lease-back transaction, as determined in good faith by us) of the obligations of
the lessee for rental payments during the term of the related lease.
"Closing Date" means the date of the indenture.
"Consolidated Assets" means at a particular date, all amounts which would
be included under total assets on a consolidated balance sheet of Lear and its
Subsidiaries as at such date, determined in accordance with GAAP.
"GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity as have been approved by a significant segment of the accounting
profession, which are applicable from time to time.
"Indebtedness" of a person means all obligations which would be treated as
liabilities upon a balance sheet of such person prepared on a consolidated basis
in accordance with GAAP.
"Lien" means any lien, security interest, charge or encumbrance of any
kind.
"Permitted Liens" means:
- Liens on accounts receivable, inventory, patents, trademarks, trade names
and other intangible assets, securing Indebtedness of Lear or any of our
Subsidiaries;
- Liens on assets located outside the United States;
- Liens on any asset of Lear or any of our Subsidiaries created solely to
secure obligations incurred to finance the refurbishment, improvement or
construction of such asset, which obligations are incurred no later than
12 months after completion of such refurbishment, improvement or
construction, and all renewals, extensions, refinancings, replacements or
refundings of such obligations;
- (a) Liens given to secure the payment of the purchase price incurred in
connection with the acquisition (including acquisition through merger or
consolidation) of property (including shares of stock), including capital
lease transactions in connection with any such acquisition, and (b) Liens
existing on property at the time of acquisition thereof or at the time of
acquisition by Lear or a Subsidiary of Lear of any person then owning
such property whether or not such existing Liens were given to secure the
payment of the purchase price of the property to which they attach;
provided that, with respect to clause (a), the Liens shall be given
within 12 months after such acquisition and shall attach solely to the
property acquired or purchased and any improvements then or thereafter
placed thereon;
- Liens in favor of customs and revenue authorities arising as a matter of
law to secure payment of customs duties in connection with the
importation of goods;
- Liens upon specific items of goods and proceeds of any person securing
such person's obligations in respect of bankers' acceptances issued or
created for the account of such person to facilitate the purchase,
shipment or storage of such inventory or other goods;
- Liens securing reimbursement obligations with respect to letters of
credit that encumber documents and other property relating to such
letters of credit and the products and proceeds thereof;
- Liens on life insurance policies granted to secure Indebtedness of Lear
or any of our Subsidiaries against the cash surrender value thereof;
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- Liens encumbering customary initial deposits and margin deposits and
other Liens in the ordinary course of business, in each case securing
Indebtedness of Lear under interest or equity swap obligations and
currency agreements and forward contract option futures contracts,
futures options or similar agreements or arrangements designed to protect
Lear or any of our Subsidiaries from fluctuations in interest rates,
currency exchange rates or the price of commodities;
- Liens arising out of conditional sale, title retention, consignment or
similar arrangements for the sale of goods entered into by Lear or any of
our Subsidiaries in the ordinary course of business;
- Liens for taxes, assessments, governmental charges or claims which are
being contested in good faith by appropriate proceedings, promptly
instituted and diligently conducted, if a reserve or other appropriate
provision, if any, as shall be required in conformity with GAAP shall
have been made therefor;
- statutory Liens of landlords and carriers', warehousemen's, mechanics',
suppliers', materialmen's, repairmen's, or other like Liens arising in
the ordinary course of business and with respect to amounts not yet
delinquent or being contested in good faith by appropriate process of
law, if a reserve or other appropriate provision, if any, as shall be
required by GAAP shall have been made therefor;
- Liens in favor of Lear or any of our Subsidiaries;
- pledges or deposits in connection with workers' compensation,
unemployment insurance and other social security legislation, including
any Lien securing letters of credit issued in the ordinary course of
business in connection therewith and deposits securing liabilities to
insurance carriers under insurance and self-insurance programs;
- Liens, other than any Lien imposed by ERISA, incurred on deposits to
secure the performance of bids, trade contracts, other than for borrowed
money, leases, statutory obligations, surety and appeal bonds,
performance bonds, utility payments and other obligations of a like
nature incurred in the ordinary course of business;
- easements, rights-of-way, restrictions and other similar encumbrances
incurred which, in the aggregate, do not materially interfere with the
ordinary conduct of the business of Lear and our Subsidiaries taken as a
whole;
- attachment, judgment or other similar Liens arising in connection with
court or arbitration proceedings fully covered by insurance or involving,
individually or in the aggregate, no more than $40,000,000 at any one
time, provided that the same are discharged, or that execution or
enforcement thereof is stayed pending appeal, within 60 days or, in the
case of any stay of execution or enforcement pending appeal, within such
lesser time during which such appeal may be taken;
- Liens securing obligations, other than obligations representing
indebtedness for borrowed money, under operating, reciprocal easement or
similar agreements entered into in the ordinary course of business;
- statutory Liens and rights of offset arising in the ordinary course of
business of Lear and our Subsidiaries; and
- Liens in connection with leases or subleases granted to others and the
interest or title of a lessor or sublessor, other than Lear or any of its
Subsidiaries, under any lease.
"Receivable Financing Transaction" means any transaction or series of
transactions involving a sale for cash of accounts receivable, without recourse
based upon the collectibility of the receivables sold, by Lear or any of its
Restricted Subsidiaries to a Special Purpose Subsidiary and a subsequent sale or
pledge of such accounts receivable, or an interest therein, by such Special
Purpose Subsidiary, in each case without any guarantee by Lear or any of its
Restricted Subsidiaries, other than the Special Purpose Subsidiary.
"Special Purpose Subsidiary" means any wholly owned Restricted Subsidiary
of Lear created by Lear for the sole purpose of facilitating a Receivable
Financing Transaction.
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"Subsidiary" of any person means:
- a corporation a majority of whose capital stock with voting power, under
ordinary circumstances, to elect directors is at the time, directly or
indirectly, owned by such person or by such person and a subsidiary or
subsidiaries of such person or by a subsidiary or subsidiaries of such
person, or
- any other person (other than a corporation) in which such person or such
person and a subsidiary or subsidiaries of such person or a subsidiary or
subsidiaries of such persons, at the time, directly or indirectly, owns
at least a majority voting interest under ordinary circumstances.
Certain Other Covenants
With respect to any series of senior subordinated debt securities, we will
agree not to issue indebtedness which is subordinated in right of payment to any
of our other indebtedness and which is not expressly made to rank equally with,
or subordinate and junior in right of payment to, the senior subordinated debt
securities.
Unless otherwise indicated in this prospectus or a prospectus supplement,
the debt securities will not have the benefit of any other covenants that limit
or restrict the business or operations of Lear or any of our Subsidiaries, the
pledging of the assets of Lear or any of our Subsidiaries or the incurrence of
indebtedness by us or any of our Subsidiaries.
The applicable prospectus supplement will describe any material covenants
in respect of a series of debt securities. Other than the covenants included in
the indenture as described above or as described in the applicable prospectus
supplement, there are no covenants or other provisions in the indenture
providing holders of debt securities additional protection in the event of a
highly leveraged transaction, a recapitalization transaction or a change of
control of our company.
The covenants described in this prospectus or in a prospectus supplement
may apply to all of our Subsidiaries or to only those Subsidiaries that are
defined as "restricted," in each case as set forth in the applicable prospectus
supplement.
Consolidation, Merger and Sale of Assets
Except as set forth in the applicable prospectus supplement, the indenture
will provide that Lear shall not consolidate or merge with or into, or sell,
assign, transfer, lease, convey or otherwise dispose of all or substantially all
of its assets to any person unless:
- the person formed by or surviving any such consolidation or merger (if
other than Lear), or to which such sale, assignment, transfer, lease,
conveyance or other disposition shall have been made, is a corporation
organized and existing under the laws of the United States of America,
any state thereof or the District of Columbia;
- the person formed by or surviving any such consolidation or merger (if
other than Lear), or to which such sale, assignment, transfer, lease,
conveyance or other disposition shall have been made, assumes all of our
obligations under the debt securities and the indenture; and
- immediately after such transaction, and giving effect thereto, no Default
(as defined in the indenture) or Event of Default shall have occurred and
be continuing.
Notwithstanding the foregoing, we may merge with another person or acquire
by purchase or otherwise all or any part of the property or assets of any other
corporation or person in a transaction in which we are the surviving entity.
Events of Default
Unless otherwise specified in the applicable prospectus supplement, the
following events will constitute Events of Default under the indenture with
respect to debt securities of any series:
- failure to pay principal of any debt security of that series when due and
payable at maturity, upon acceleration, redemption or otherwise;
- failure to pay any interest on any debt security of that series when due,
and the Default continues for 30 days;
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- any other Event of Default, as defined in the debt securities of that
series, occurs and is continuing;
- failure to comply with any of our other agreements in the debt securities
of that series or in the indenture, other than covenants or agreements
included in the indenture solely for the benefit of other series of debt
securities, and the Default continues for a period of 30 days after
either the trustee or the holders of at least 25% in principal amount of
the then outstanding debt securities of that series have given written
notice as provided in the indenture; and
- certain events of bankruptcy, insolvency or reorganization.
If an Event of Default with respect to outstanding debt securities of any
series (other than an Event or Default relating to certain events of bankruptcy,
insolvency or reorganization, in which case the unpaid principal amount of, and
any accrued and unpaid interest on, all debt securities of that series are due
and payable immediately) shall occur and be continuing, either the trustee or
the holders of at least 25% in principal amount of the outstanding debt
securities of that series by notice, as provided in the indenture, may declare
the unpaid principal amount of, and any accrued and unpaid interest on, all debt
securities of that series to be due and payable immediately. However, at any
time after a declaration of acceleration with respect to debt securities of any
series has been made, but before a judgment or decree based on such acceleration
has been obtained, the holders of a majority in principal amount of the
outstanding debt securities of that series may, under certain circumstances,
rescind and annul such acceleration. For information as to waiver of defaults,
see "Amendment, Supplement and Waiver" below.
The indenture will provide that, subject to the duty of the trustee during
an Event of Default to act with the required standard of care, the trustee will
be under no obligation to exercise any of its rights or powers under the
applicable indenture at the request or direction of any of the holders, unless
such holders shall have offered to the trustee reasonable security or indemnity.
Subject to certain provisions, including those requiring security or
indemnification of the trustee, the holders of a majority in principal amount of
the outstanding debt securities of any series will have the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the trustee, or exercising any trust or power conferred on the trustee, with
respect to the debt securities of that series.
We will be required to furnish to the trustee under the indenture annually
a statement as to the performance by us of our obligations under that indenture
and as to any default in such performance.
Discharge of Indenture and Defeasance
Except as otherwise set forth in the applicable prospectus supplement, we
may terminate our obligations under the debt securities of any series, and the
corresponding obligations under the indenture when:
- we irrevocably deposit with the trustee funds or United States government
obligations in an amount certified to be sufficient (without reinvestment
thereof) to pay at maturity all outstanding debt securities of such
series, including all interest thereon other than destroyed, lost or
stolen debt securities of such series which have not been replaced or
paid;
- all outstanding debt securities of such series have been delivered (other
than destroyed, lost or stolen debt securities of such series which have
not been replaced or paid) to the trustee for cancellation; or
- all outstanding debt securities of any series have become due and payable
whether at stated maturity, early redemption or otherwise, and
in any case we have paid all other sums payable under the indenture.
In addition, we may terminate substantially all our obligations under the
debt securities of any series and the corresponding obligations under the
indenture if
- we deposit, or cause to be deposited with the trustee, in trust an amount
of cash or United States government obligations maturing as to principal
and interest in such amounts and at such times as are
19
<PAGE> 21
certified to be sufficient to pay principal of and interest on the then
outstanding debt securities of such series to maturity or redemption, as
the case may be;
- such deposit will not result in a breach of, or constitute a Default
under, the indenture;
- no Default or Event of Default shall have occurred and be continuing on
the date of deposit and no bankruptcy Event of Default or event which
with the giving of notice or the lapse of time would become a bankruptcy
Event of Default shall have occurred and be continuing on the 91st day
after such date;
- we deliver to the trustee an opinion of counsel to the effect that we
have received from, or there has been published by, the United States
Internal Revenue Service a ruling, or there has been a change in tax law,
in either case to the effect that the holders of the debt securities of
such series will not recognize income, gain or loss for Federal income
tax purposes as a result of our exercise of such option and shall be
subject to Federal income tax on the same amounts and in the same manner
and at the same times as would have been the case if such option had not
been exercised; and
- certain other conditions are met.
We shall be released from our obligations with respect to the covenants
described under "Covenants" and "Certain Other Covenants" (including covenants
described in a prospectus supplement) and any Event of Default occurring because
of a default with respect to such covenants as they related to any series of
debt securities if:
- we deposit or cause to be deposited with the trustee in trust an amount
of cash or United States government obligations certified to be
sufficient to pay and discharge when due the entire unpaid principal of
and interest on all outstanding debt securities of any series;
- such deposit will not result in a breach of, or constitute a Default
under, the indenture;
- no Default or Event of Default shall have occurred and be continuing on
the date of deposit and no bankruptcy Event of Default or event which
with the giving of notice or the lapse of time would become a bankruptcy
Event of Default shall have occurred and be continuing on the 91st day
after such date;
- we deliver to the trustee an opinion of counsel to the effect that the
holders of the debt securities of such series will not recognize income,
gain or loss for Federal income tax purposes as a result of our exercise
of such option and shall be subject to Federal income tax on the same
amounts and in the same manner and at the same times as would have been
the case if such option had not been exercised; and
- certain other conditions are met.
Upon satisfaction of such conditions, our obligations under the indenture
with respect to the debt securities of such series, other than with respect to
the covenants and Events of Default referred to above, shall remain in full
force and effect.
Notwithstanding the foregoing, no discharge or defeasance described above
shall affect the following obligations to or rights of the holders of any series
of debt securities:
- rights of registration of transfer and exchange of debt securities of
such series,
- rights of substitution of mutilated, defaced, destroyed, lost or stolen
debt securities of such series,
- rights of holders of debt securities of such series to receive payments
of principal thereof and premium, if any, and interest thereon when due,
- rights, obligations, duties and immunities of the trustee,
- rights of holders of debt securities of such series as beneficiaries with
respect to property deposited with the trustee and payable to all or any
of them, and
20
<PAGE> 22
- our obligations to maintain an office or agency in respect of the debt
securities of such series.
Transfer and Exchange
A holder may transfer or exchange debt securities in accordance with the
indenture. The registrar for the debt securities may require a holder, among
other things, to furnish appropriate endorsements and transfer documents, and to
pay any taxes and fees required by law or permitted by the indenture. The
registrar is not required to transfer or exchange any debt security selected for
redemption or any debt security for a period of 15 days before a selection of
debt security to be redeemed.
The registered holder of a debt security may be treated as the owner of it
for all purposes.
Amendment, Supplement and Waiver
Subject to certain exceptions, the terms of the indenture or the debt
securities may be amended or supplemented by us and the trustee with the written
consent of the holders of at least a majority in principal amount of such then
outstanding debt securities of each series affected by the amendment with each
series voting as a separate class and any existing Default may be waived with
the consent of the holders of at least a majority in principal amount of the
then outstanding debt securities of the series affected thereby. Without the
consent of any holder of the debt securities, we and the trustee may amend the
terms of the indenture or the debt securities to:
- cure any ambiguity, defect or inconsistency,
- provide for the assumption of our obligations to holders of the debt
securities by a successor corporation,
- provide for uncertificated debt securities in addition to certificated
debt securities,
- make any change that does not adversely affect the rights of any holder
of the debt securities in any material respect,
- add to our covenants or take any other action for the benefit of the
holders of the debt securities or
- comply with any requirement of the Commission in connection with the
qualification of the indenture under the Trust Indenture Act.
Without the consent of each holder of debt securities affected, we may not:
- reduce the principal amount of debt securities the holders of which must
consent to an amendment, supplement or waiver of any provision of the
indenture;
- reduce the rate or extend the time for payment of interest on any debt
security;
- reduce the principal of or change the fixed maturity of any debt
securities;
- change the date on which any debt security may be subject to redemption
or repurchase, or reduce the redemption or repurchase price therefor;
- make any debt security payable in currency other than that stated in the
debt security;
- modify or change any provision of the indenture affecting the
subordination or ranking of any debt security in a manner which adversely
affects the holder thereof;
- impair the right of any holder to institute suit for the enforcement of
any payment in or with respect to any such debt security; or
- make any change in the foregoing amendment provisions which require each
holder's consent.
The consent of the holders of debt securities is not necessary to approve
the particular form of any proposed amendment to any indenture. It is sufficient
if any consent approves the substance of the proposed amendment.
21
<PAGE> 23
Replacement Securities
Any mutilated certificate representing a debt security or a certificate
representing a debt security with a mutilated coupon appertaining thereto will
be replaced by us at the expense of the holder thereof upon surrender of such
certificate to the trustee. Certificates representing debt securities or coupons
that become destroyed, stolen or lost will be replaced by us at the expense of
the holder upon delivery to us and the trustee of evidence of any destruction,
loss or theft thereof satisfactory to us and the trustee, provided that neither
we nor the trustee has been notified that such certificate or coupon has been
acquired by a bona fide purchaser. In the case of any coupon which becomes
destroyed, stolen or lost, such coupon will be replaced by issuance of a new
certificate representing the debt security in exchange for the certificate
representing the debt security to which such coupon appertains. In the case of a
destroyed, lost or stolen certificate representing the debt security or coupon,
an indemnity satisfactory to the trustee and us may be required at the expense
of the holder of such debt security before a replacement certificate will be
issued.
Governing Law
The indenture, the debt securities and any coupons are governed by, and
will be construed in accordance with the internal laws of, the State of New
York.
Regarding the Trustee
Unless we otherwise identify in the prospectus supplement relating to any
series of debt securities, the trustee with respect to such series will be The
Bank of New York. The indenture and provisions of the Trust Indenture Act
incorporated by reference therein contain certain limitations on the rights of
the trustee, should it become a creditor of Lear, to obtain payment of claims in
certain cases, or to realize on certain property received in respect of any such
claim, as security or otherwise. The trustee and its affiliates may engage in,
and will be permitted to continue to engage in, other transactions with us and
our affiliates; provided, however, that if it acquires any conflicting interest,
as defined in the Trust Indenture Act, it must eliminate such conflict or
resign.
The holders of a majority in principal amount of the then outstanding debt
securities of any series will have the right to direct the time, method and
place of conducting any proceeding for exercising any remedy available to the
trustee. The Trust Indenture Act and the indenture provide that in case an Event
of Default shall occur, and be continuing, the trustee will be required, in the
exercise of its rights and powers, to use the degree of care and skill of a
prudent man in the conduct of his own affairs. Subject to such provision, the
trustee will be under no obligation to exercise any of its rights or powers
under the indenture at the request of any of the holders of the debt securities
issued thereunder, unless they have offered to the trustee indemnity
satisfactory to it.
PLAN OF DISTRIBUTION
The following summary of our plan for distributing the securities offered
under this prospectus will be supplemented by a description of our specific plan
for each offering in the applicable prospectus supplement.
We may sell the securities being offered hereby in any one or more of the
following ways:
- directly to investors;
- to investors through agents;
- to broker-dealers as principals,
- through underwriting syndicates led by one or more managing underwriters
as we may select from time to time,
- through one or more underwriters acting alone, or
- through or in connection with the settlement of hedging transactions.
22
<PAGE> 24
The applicable prospectus supplement will set forth the terms of the
offering of the securities, including the following:
- the name or names of any underwriters;
- the purchase price and the proceeds we will receive from such sale;
- any underwriting discounts and other items constituting underwriters'
compensation;
- any initial public offering price and any discounts or concessions
allowed or reallowed or paid to dealers; and
- any securities exchanges on which the securities of such series may be
listed.
If underwriters are used in the sale, the securities will be acquired by
the underwriters for their own account and may be resold from time to time in
one or more transactions, including negotiated transactions, at a fixed public
offering price or at varying prices, determined at the time of sale. The
securities may be either offered to the public through underwriting syndicates
represented by managing underwriters or by underwriters without a syndicate. The
obligations of the underwriters to purchase securities will be subject to
certain conditions precedent, and the underwriters will be obligated to purchase
all the securities of a series if any are purchased. Any initial public offering
price and any discounts or concessions allowed or reallowed or paid to dealers
may be changed from time to time.
Securities may be sold directly by us or through agents designated by us
from time to time. Any agent involved in the offer or sale of the securities in
respect of which this prospectus is delivered will be named, and any commissions
payable by us to such agent will be set forth, in the prospectus supplement.
Unless otherwise indicated in the prospectus supplement, any agent will be
acting on a best efforts basis for the period of its appointment.
We may authorize agents or underwriters to solicit offers by certain types
of institutions to purchase securities from us at the public offering price set
forth in the prospectus supplement pursuant to delayed delivery contracts
providing for payment and delivery on a specified date in the future. The
conditions to these contracts and the commissions payable for solicitation of
such contracts will be set forth in the applicable prospectus supplement.
Agents and underwriters may be entitled to indemnification by us against
certain civil liabilities, including liabilities under the Securities Act of
1933, or to contribution with respect to payments which the agents or
underwriters may be required to make relating to such liabilities. Agents and
underwriters may be customers of, engage in transactions with, or perform
services for, us in the ordinary course of business.
Some or all of the offered securities, other than our common stock, will be
a new issue or issues of securities with no established trading market. Any
common stock offered by this prospectus will be listed on the New York Stock
Exchange (or the then other principal trading market). Unless otherwise
indicated in a prospectus supplement, we do not currently intend to list any
offered debt securities, preferred stock, depository shares or warrants on any
securities exchange. No assurance can be given that the underwriters, dealers or
agents, if any, involved in the sale of the offered securities will make a
market in such offered securities. Whether or not any of the offered securities
are listed on a national securities exchange or the underwriters, dealers or
agents, if any, involved in the sale of the offered securities make a market in
such offered securities, no assurance can be given as to the liquidity of the
trading market for such offered securities.
To facilitate an offering of securities, certain persons participating in
the offering may engage in transactions that stabilize, maintain, or otherwise
affect the price of the securities. This may include over-allotments or short
sales of the securities, which involves the sale by persons participating in the
offering of more securities than have been sold to them by us. In addition, to
cover such over-allotments or short positions, the persons may purchase in the
open market or exercise the over-allotment option granted to such persons. In
addition, such persons may stabilize or maintain the price of the securities by
bidding for or purchasing securities in the open market or by imposing penalty
bids, whereby selling concessions allowed to
23
<PAGE> 25
dealers participating in any such offering may be reclaimed if securities sold
by them are repurchased in connection with stabilization transactions. The
effect of these transactions may be to stabilize or maintain the market price of
the securities above independent market levels. The persons participating in any
offering are not required to engage in these activities, and may end any of
these activities at any time.
Certain of the underwriters, dealers or agents and their associates may
engage in transactions with and perform services for us and our subsidiaries and
affiliates in the ordinary course of business for which they receive customary
compensation.
LEGAL MATTERS
The validity of the securities offered hereby will be passed upon for us by
Winston & Strawn. Certain legal matters may be passed upon for any agents or
underwriters by counsel for such agents or underwriters identified in the
applicable prospectus supplement.
EXPERTS
The audited financial statements and schedule of Lear as of December 31,
1999 and 1998, and for each of the years in the three year period ended December
31, 1999, incorporated by reference into this prospectus, have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
reports with respect thereto, and are included herein in reliance upon authority
of said firm as experts in giving said reports.
The audited historical financial statements of UT Automotive, Inc.,
formerly a wholly-owned operating segment of United Technologies Corporation, as
of December 31, 1998 and 1997 and for each of the three years in the period
ended December 31, 1998, incorporated in this prospectus by reference to Lear's
Current Report on Form 8-K dated May 4, 1999, have been so incorporated in
reliance on the report of PricewaterhouseCoopers LLP, independent accountants,
given on the authority of said firm as experts in auditing and accounting.
The financial statements of the Seating Business formerly of the Delphi
Interior Systems Division of Delphi Automotive Systems Corporation as of
December 31, 1997 and 1996 and for each of the three years in the period ended
December 31, 1997, incorporated by reference in this prospectus from Lear's
Current Report on Form 8-K/A dated September 1, 1998, and filed with the
Commission on November 17, 1998, have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their report, which is incorporated herein by
reference, and have been so incorporated in reliance upon the report of such
firm given upon their authority as experts in accounting and auditing.
24
<PAGE> 26
------------------------------------------------------
------------------------------------------------------
UNTIL , ALL DEALERS THAT EFFECT TRANSACTIONS IN THESE SECURITIES,
WHETHER OR NOT PARTICIPATING IN THIS OFFERING, MAY BE REQUIRED TO DELIVER A
PROSPECTUS. THIS IS IN ADDITION TO THE DEALERS' OBLIGATION TO DELIVER A
PROSPECTUS WHEN ACTING AS UNDERWRITERS WITH RESPECT TO THEIR UNSOLD ALLOTMENTS
OR SUBSCRIPTIONS.
---------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Where You Can Find More Information... 2
Lear.................................. 3
Forward-Looking Statements............ 3
Use of Proceeds....................... 3
Ratio of Earnings to Fixed Charges.... 4
The Securities We May Offer........... 5
Plan of Distribution.................. 22
Legal Matters......................... 24
Experts............................... 24
</TABLE>
------------------------------------------------------
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----------------------
PROSPECTUS
----------------------
[LEAR CORPORATION LOGO]
$1,000,000,000
DEBT SECURITIES,
COMMON STOCK, PREFERRED STOCK,
DEPOSITORY SHARES, WARRANTS TO PURCHASE
COMMON STOCK, PREFERRED STOCK
OR DEBT SECURITIES
, 2000
------------------------------------------------------
------------------------------------------------------
<PAGE> 27
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth all fees and expenses payable by the
Registrant in connection with the issuance and distribution of the securities
being registered hereby (other than underwriting discounts and commissions). All
of such expenses, except the SEC filing fee, are estimated.
<TABLE>
<S> <C>
SEC filing fee.............................................. $ 264,000
Rating agency fees.......................................... 200,000
Trustee fees and expenses (including counsel fees).......... 40,000
Blue Sky fees (including counsel fees)...................... 10,000
Legal fees and expenses..................................... 300,000
Accounting fees and expenses................................ 300,000
Printing and engraving...................................... 150,000
Miscellaneous............................................... 100,000
----------
Total..................................................... $1,354,000
==========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law permits a corporation
to indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that he is or was a director, officer, employee or agent of the corporation or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against expenses, judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action. In an action brought to obtain a judgment in the corporation's favor,
whether by the corporation itself or derivatively by a stockholder, the
corporation may only indemnify for expenses, including attorney's fees, actually
and reasonably incurred in connection with the defense or settlement of such
action, and the corporation may not indemnify for amounts paid in satisfaction
of a judgment or in settlement of the claim. In any such action, no such person
shall have been adjudged liable to the corporation except as claim was brought.
In any type of proceeding, the indemnification may extend to judgments, fines
and amounts paid in settlement, actually and reasonably incurred in connection
with such other proceeding, as well as to expenses.
The statute does not permit indemnification unless the person seeking
indemnification has acted in good faith and in a manner reasonably believed to
be in, or not opposed to, the best interests of the corporation and, in the case
of criminal actions or proceedings, the person had no reasonable cause to
believe his conduct was unlawful. The statute contains additional limitations
applicable to criminal actions and to actions brought by or in the name of the
corporation. The determination as to whether a person seeking indemnification
has met the required standard of conduct is to be made (1) by a majority vote of
a quorum of disinterested members of the board of directors, (2) by independent
legal counsel in a written opinion, if such a quorum does not exist or if the
disinterested directors so direct, or (3) by the stockholders.
Lear's Restated Certificate of Incorporation and Bylaws require Lear to
indemnify its directors to the fullest extent permitted under Delaware law.
Pursuant to employment agreements entered into by Lear with certain of its
executive officers and other key employees, Lear must indemnify such officers
and employees in the same manner and to the same extent that Lear is required to
indemnify its directors under the Lear's Bylaws. Lear's Restated Certificate of
Incorporation limits the personal liability of a director to the corporation or
its stockholders to damages for breach of the director's fiduciary duty.
Lear has purchased insurance on behalf of its directors and officers
against certain liabilities that may be asserted against, or incurred by, such
persons in their capacities as directors or officers of the registrant, or that
II-1
<PAGE> 28
may arise out of their status as directors or officers of the registrant,
including liabilities under the federal and state securities laws.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
A list of exhibits is set forth on the Index to Exhibits.
ITEM 17. UNDERTAKINGS
1. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) to reflect in the Prospectus any facts or events arising after
the effective date of the 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 the Registration Statement, provided, that notwithstanding the
foregoing, any increase or decrease in the volume of securities offered
(if the total dollar value of the securities offered would not exceed
that which was registered) and any deviation from the low or high and of
the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20
percent change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement; and
(iii) to include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration
Statement;
provided, however, that the undertakings set forth in paragraphs (1)(i) and
(1)(ii) above do not apply if the registration statement is on Form S-3 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 by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
2. The undersigned Registrant hereby undertakes that:
(a) For purposes of determining any liability under the Securities Act
of 1933, each filing of the Registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934 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.
(b) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act of 1933 shall be deemed to be part
of this registration statement as of the time it was declared effective.
II-2
<PAGE> 29
(c) For purposes of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus
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. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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 of 1933 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 them is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
II-3
<PAGE> 30
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 May 31, 2000.
LEAR CORPORATION
By: /s/ KENNETH L. WAY
------------------------------------
Kenneth L. Way
Chairman of the Board of Directors
and
Chief Executive Officer
Each person whose signature appears below hereby severally constitutes and
appoints Kenneth L. Way, James H. Vandenberghe and Donald J. Stebbins, and each
of them singly, his or her true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, to sign for him or her and in his
or her name, place and stead in any and all capacities indicated below, the
Registration Statement on Form S-3 filed herewith, and any and all pre-effective
and post-effective amendments to said 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 fully to all
intents and purposes as he or she might or could do in person thereby ratifying
and confirming all that said attorneys-in-fact and agents or any of them, or
their or his or her substitute, may lawfully do or cause to be done by virtue
hereof.
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.
<TABLE>
<CAPTION>
NAME TITLE DATE
---- ----- ----
<C> <S> <C>
/s/ KENNETH L. WAY Chairman of the Board of Directors and Chief May 31, 2000
------------------------------------ Executive Officer (Principal Executive
Kenneth L. Way Officer)
/s/ ROBERT E. ROSSITER President and Chief Operating Officer and May 31, 2000
------------------------------------ Director
Robert E. Rossiter
/s/ JAMES H. VANDENBERGHE Vice Chairman of the Board of Directors May 31, 2000
------------------------------------
James H. Vandenberghe
/s/ DONALD J. STEBBINS Senior Vice President and Chief Financial May 31, 2000
------------------------------------ Officer (Principal Financial Officer)
Donald J. Stebbins
/s/ DAVID C. WAJSGRAS Vice President and Corporate Controller
------------------------------------ (Principal Accounting Officer)
David C. Wajsgras
/s/ LARRY W. MCCURDY Director May 31, 2000
------------------------------------
Larry W. McCurdy
/s/ IRMA B. ELDER Director May 31, 2000
------------------------------------
Irma B. Elder
/s/ DAVID L. BING Director May 31, 2000
------------------------------------
David L. Bing
</TABLE>
II-4
<PAGE> 31
<TABLE>
<CAPTION>
NAME TITLE DATE
---- ----- ----
<C> <S> <C>
/s/ ROY E. PARROTT Director May 31, 2000
------------------------------------
Roy E. Parrott
/s/ ROBERT W. SHOWER Director May 31, 2000
------------------------------------
Robert W. Shower
/s/ DAVID P. SPALDING Director May 31, 2000
------------------------------------
David P. Spalding
/s/ JAMES A. STERN Director May 31, 2000
------------------------------------
James A. Stern
</TABLE>
II-5
<PAGE> 32
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
------- -------
<C> <S> <C> <C>
*1.1 -- Form of Underwriting Agreement.
3.1 (1) -- Restated Certificate of Incorporation.
4.1 -- Form of indenture relating to the senior debt securities.
4.2 -- Form of indenture relating to the subordinated debt
securities.
4.3 (2) -- Form of specimen certificate of common stock.
*4.4 -- Form of warrant agreement.
*4.5 -- Form of warrant certificate.
*4.6 -- Form of preferred stock certificate.
*4.7 -- Form of deposit agreement.
*4.8 -- Form of depository receipt.
5.1 -- Opinion of Winston & Strawn, special counsel to Lear.
12.1 -- Computation of ratio of earnings to fixed charges.
23.1 -- Consent of Arthur Andersen LLP.
23.2 -- Consent of PricewaterhouseCoopers LLP.
23.3 -- Consent of Deloitte & Touche LLP.
23.4 -- Consent of Winston & Strawn (included in Exhibit 5.1).
24.1 -- Powers of Attorney (included on the signature pages hereto).
25.1 -- Statement of Eligibility and Qualification of Trustee of the
Bank of New York.
</TABLE>
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(1) Incorporated by reference to Exhibit 3.1 to Lear's quarterly report on Form
10-Q for the fiscal quarter ended March 30, 1996.
(2) Incorporated by reference to Lear's Registration Statement on Form 8-A filed
on April 1, 1994, as amended by Amendment No. 1 on Form 8-A/A filed on April
5, 1994.
* To be filed by a report on Form 8-K or another report under the Exchange
Act.
II-6
