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AS FILED WITH THE COMMISSION ON JANUARY 18, 2000
REGISTRATION NO. 333-_______
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACCT OF 1933
------------------------
LEAR CORPORATION
(exact name of registrant as specified in its charter)
Delaware 13-3386776
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
21557 Telegraph Road 48086-50085
Southfield, Michigan (zip code)
(Address of principal executive offices)
LEAR CORPORATION SALARIED RETIREMENT PLAN
(F/K/A THE LEAR SEATING CORPORATION 401(K) PLAN)
(Full Title of the Plan)
-----------------------
JOSEPH F. MCCARTHY
VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
LEAR CORPORATION
21557 TELEGRAPH ROAD
SOUTHFIELD, MICHIGAN 48034
(Name and address of agent for service)
(248) 447-1500
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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TITLE OF SECURITIES TO BE AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF REGISTRATION
REGISTERED (1) REGISTERED (1) OFFERING PRICE PER SHARE (2) OFFERING PRICE (2) FEE
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<S> <C> <C> <C> <C>
Common Stock, $.01
par value 250,000 shares $ 35.4375 $ 8,859,375 $ 2,338.88
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(1) Pursuant to Rule 416(c) under the Securities Act of 1933, this registration
statement also covers an indeterminate amount of interests to be offered or
sold pursuant to the Lear Corporation Salaried Retirement Plan.
(2) Pursuant to Rule 416(a) under the Securities Act of 1933, this registration
statement shall be deemed to cover any additional shares of common stock,
par value $.01 per share, which may be offered pursuant to the Lear
Corporation Salaried Retirement Plan as a result of stock splits, stock
dividends and certain other events.
(3) Estimated solely for the purposes of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933 on the basis of
the average high and low prices reported for shares on the New Stock
Exchange Composite Tape on January 13, 2000, which was $35.4375.
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EXPLANATORY NOTE
Pursuant to General Instruction E of Form S-8, this registration
statement registers an additional 250,000 shares of common stock, par value
$.01, of Lear Corporation that may be awarded under the Lear Corporation
Salaried Retirement Plan (f/k/a the Lear Seating Corporation 401(k) Plan).
Registration Statement No. 33-57237, as filed on January 11, 1995, registered
750,000 shares of common stock to be issued under the Lear Corporation Salaried
Retirement Plan (f/k/a: (1) the Lear Plastics Corporation 401(k) Plan for Hourly
Employees, (2) the Lear Seating Corporation 401(k) Plan for the Hourly Employees
of the Detroit Plant, (3) the Lear Seating Corporation 401(k) Plan for the
Hourly Employees of the Fenton Plant, (4) the Lear Seating Corporation 401(k)
Plan for the Hourly Employees of the Romulus II Plant and (5) the Lear Seating
401(k) Plan). Subsequent to the filing of Registration Statement No. 33-57237,
the first four plans listed in the parenthetical above were consolidated with
the Lear Seating Corporation 401(k) Plan and, on July 17, 1998, Lear Corporation
filed a post effective amendment to Registration Statement No. 33-57237 to
reflect such consolidation. With this registration statement, Lear Corporation
registers an additional 250,000 shares of common stock to be issued under the
Lear Corporation Salaried Retirement Plan and incorporates by reference the
shares of Common Stock registered under Registration Statement No. 33-57237, as
amended.
PART II
INFORMATION REQUIRED IN THIS REGISTRATION STATEMENT
The content of the Registration Statement on Form S-8 as filed January
11, 1995, Registration Statement No. 33-57237, as amended, is hereby
incorporated by reference into this registration statement.
ITEM 8. EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
------ -----------
23.1 Consent of Arthur Andersen LLP
23.2 Consent of PricewaterhouseCoopers LLP
23.3 Consent of Deloitte and Touche LLP
24.1 Powers of Attorney (included on the signature page hereof)
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SIGNATURES
Pursuant to the requirements of the Securities Act, Lear Corporation
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Southfield, Michigan, on the 14th day of January,
2000.
LEAR CORPORATION
By: /s/ Kenneth L. Way
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Kenneth L. Way,
Chairman of the Board and
Chief Executive Officer
KNOW BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Kenneth L. Way, James H. Vandenberghe and Joseph F.
McCarthy, and each of them (with full power to each of them to act alone), his
true and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all exhibits hereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all said attorneys-in-fact
and agents, or any of them, or their substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
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SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ Kenneth L. Way Chairman of the Board and Chief Executive
- --------------------------- Officer (principal executive
Kenneth L. Way officer) January 14, 2000
/s/ Robert E. Rossiter Director, President and Chief
- --------------------------- Operating Officer January 14, 2000
Robert E. Rossiter
/s/ James H. Vandenberghe Director and Vice Chairman of the
- --------------------------- Board January 14, 2000
James H. Vandenberghe Senior Vice President and Chief
/s/ Donald J. Stebbins Financial Officer (principal financial
- --------------------------- and accounting officer) January 14, 2000
Donald J. Stebbins
/s/ David Bing Director
- --------------------------- January 14, 2000
David Bing
/s/ Irma B. Elder Director
- --------------------------- January 14, 2000
Irma B. Elder
/s/ Larry W. McCurdy Director
- --------------------------- January 14, 2000
Larry W. McCurdy
/s/ Roy E. Parrott Director
- --------------------------- January 14, 2000
Roy E. Parrott
/s/ Robert W. Shower Director
- --------------------------- January 14, 2000
Robert W. Shower
/s/ David P. Spalding Director
- --------------------------- January 14, 2000
David P. Spalding
/s/ James A. Stern Director
- --------------------------- January 14, 2000
James A. Stern
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Pursuant to the requirements of the Securities Act of 1933, as amended,
the undersigned has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Southfield,
Michigan on January 14, 2000.
LEAR CORPORATION SALARIED RETIREMENT PLAN
By: Lear Corporation, as Plan Administrator
By: /s/ Michael Miller
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Name: Michael Miller
Title: Secretary, Employee Benefits Committee
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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23.1 Consent of Arthur Andersen LLP
23.2 Consent of PricewaterhouseCoopers LLP
23.3 Consent of Deloitte and Touche LLP
24.1 Powers of Attorney (included on the signature page hereof)
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EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated January 29, 1999
(except with respect to the matter discussed in Note 17, as to which the date
is March 16, 1999) included in Lear Corporation's Form 10-K for the year ended
December 31, 1998, and to all references to our firm included in this
registration statement.
/s/ Arthur Andersen LLP
Detroit, Michigan
January 14, 2000.
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EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of Lear Corporation of our report dated March 31, 1999
relating to the financial statements of UT Automotive, Inc. (formerly a
wholly-owned operating segment of United Technologies Corporation), appearing
in Lear Corporation's Current Report on Form 8-K dated May 4, 1999.
/s/ PricewaterhouseCoopers LLP
Detroit, Michigan
January 14, 2000
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EXHIBIT 23.3
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of Lear Corporation of our report dated August 21, 1998 on financial
statements of the Seating Business, formerly of the Delphi Interior Systems
Division of Delphi Automotive Systems Corporation, appearing in the Current
Report of Lear Corporation on Form 8-K/A dated September 1, 1998, and filed
with the Securities and Exchange Commission on November 17, 1998.
/S/ Deloitte & Touche LLP
Detroit, Michigan
January 14, 2000
