As filed with the securities and exchange commission on june 10, 1997


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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 10, 1997
REGISTRATION NO. 333-

================================================================================
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

---------------------------
FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

---------------------------
LEAR CORPORATION

(Exact name of Registrant as specified in its charter)

DELAWARE 13-3386776

(State or other jurisdiction of (IRS Employer

incorporation or organization) Identification No.)
21557 TELEGRAPH ROAD

SOUTHFIELD, MICHIGAN 48086-5008

(248) 746-1500

(Address, including zip code, and telephone number,

including area code, of Registrant's principal executive offices)
JOSEPH F. MCCARTHY

21557 TELEGRAPH ROAD

SOUTHFIELD, MICHIGAN 48086-5008

(248) 746-1500

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

---------------------------
Copies to:

John L. MacCarthy John D. Lobrano

Winston & Strawn Simpson Thacher & Bartlett

35 West Wacker Drive 425 Lexington Avenue

Chicago, Illinois 60601 New York, New York 10017

(312) 558-5600 (212) 455-2000
---------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as

practicable after the registration statement becomes effective.
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, check the following box. [ ]
If this Form is filed to register additional securities for an offering

pursuant to Rule 462(b) under the Securities Act, please check the following box

and list the Securities Act registration statement number of the earlier

effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)

under the Securities Act, check the following box and list the Securities Act

registration statement number of the earlier effective registration statement

for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,

please check the following box. [ ]

---------------------------
CALCULATION OF REGISTRATION FEE
==============================================================================================================================

TITLE OF EACH CLASS OF NUMBER OF PROPOSED MAXIMUM PROPOSED MAXIMUM

SECURITIES TO BE SHARES TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF

REGISTERED REGISTERED(1) SHARE(2) PRICE(2) REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------------

Common Stock, $0.01 par value.......... 10,284,854 $37.25 $383,110,811.50 $116,094.19

==============================================================================================================================
(1) Includes 1,284,854 shares to cover the Underwriters' over-allotment options.

(2) Estimated solely for purposes of calculating the registration fee pursuant

to Rule 457(c) on the basis of the average of the high and low prices

reported on the New York Stock Exchange Composite Tape on June 9, 1997.
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.

================================================================================
2
EXPLANATORY NOTE
This Registration Statement covers the registration of 10,284,854 shares

(including 1,284,854 shares which may be purchased upon the exercise of the

Underwriters' over-allotment options) of Common Stock, $0.01 par value per

share, of Lear Corporation for sale in underwritten public offerings (the

"Offerings") in the United States and Canada (the "U.S. Offering") and outside

the United States and Canada (the "International Offering"). The complete

Prospectus relating to the U.S. Offering (the "U.S. Prospectus") follows

immediately after this Explanatory Note. Following the U.S. Prospectus is an

alternate cover page and alternate back cover page for the Prospectus to be used

in the International Offering (the "International Prospectus" and, together with

the U.S. Prospectus, the "Prospectuses"). Otherwise, the International

Prospectus will be identical to the U.S. Prospectus.
3
Information contained herein is subject to completion or amendment. A

Registration Statement relating to these securities has been filed with the

Securities and Exchange Commission. These securities may not be sold nor

may offers to buy be accepted prior to the time the registration statement

becomes effective. This prospectus shall not constitute an offer to sell or

the solicitation of an offer to buy nor shall there be any sale of these

securities in any State in which such offer, solicitation or sale would be

unlawful prior to registration or qualification under the securities laws

of any such State.
Subject to Completion, dated June 10, 1997

PROSPECTUS

9,000,000 Shares
Lear Logo
COMMON STOCK

---------------------------
Of the 9,000,000 shares of Common Stock, $0.01 par value per share ("Common

Stock"), of Lear Corporation ("Lear" or the "Company") being offered hereby,

7,200,000 shares are being offered initially in the United States and Canada by

the U.S. Underwriters (the "U.S. Offering") and 1,800,000 shares are being

offered initially outside the United States and Canada by the International

Managers (the "International Offering" and, together with the U.S. Offering, the

"Offerings"). The public offering price and underwriting discounts and

commissions per share are identical for both Offerings. See "Underwriting." All

of the shares being offered hereby are being offered by certain stockholders of

the Company (the "Selling Stockholders"). See "Selling Stockholders." The

Company will not receive any of the proceeds from the sale of Common Stock.
The Company's Common Stock is listed on the New York Stock Exchange under

the symbol "LEA." On June 9, 1997, the reported last sale price of the Common

Stock on the New York Stock Exchange Composite Tape was $37 1/4 per share.

---------------------------
SEE "RISK FACTORS" COMMENCING ON PAGE 9 HEREIN FOR CERTAIN FACTORS THAT

SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS.

---------------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND

EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES

AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE

ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A

CRIMINAL OFFENSE.

==================================================================================================================

Discounts and Proceeds to

Price to Underwriting Selling

Public Commissions(1) Stockholders(2)

- ------------------------------------------------------------------------------------------------------------------
Per Share.............................. $ $ $

- ------------------------------------------------------------------------------------------------------------------

Total(3)............................... $ $ $

==================================================================================================================
(1) Lear and the Selling Stockholders have agreed to indemnify the U.S.

Underwriters, the International Managers and certain other persons against

certain liabilities, including liabilities under the Securities Act of 1933,

as amended. See "Underwriting."

(2) Before deducting expenses payable by Lear estimated at $ .

(3) The Selling Stockholders have granted the U.S. Underwriters and the

International Managers 30-day options to purchase up to an aggregate of

1,284,854 shares of Common Stock on the same terms and conditions as set

forth above solely to cover over-allotments, if any. If such options are

exercised in full, the total Price to Public, Underwriting Discounts and

Commissions and Proceeds to Selling Stockholders will be $ ,

$ and $ , respectively. See "Underwriting."

---------------------------
The shares of Common Stock offered by this Prospectus are offered by the

U.S. Underwriters subject to prior sale, to withdrawal, cancellation or

modification of the offer without notice, to delivery to and acceptance by the

U.S. Underwriters and to certain further conditions. It is expected that

delivery of certificates for shares will be made at the offices of Lehman

Brothers Inc., New York, New York, on or about , 1997.

---------------------------
LEHMAN BROTHERS

DONALDSON, LUFKIN & JENRETTE

SECURITIES CORPORATION

MORGAN STANLEY DEAN WITTER

SALOMON BROTHERS INC

SCHRODER WERTHEIM & CO.

, 1997
4

[INSIDE FRONT COVER]


Global Solutions for automotive interiors.
[Lear Corporation Logo]
Innovation * Design and Engineering * Research and Development * Computer-aided

Manufacturing and Design * Product and Process Diversity
[a picture of two Lear technicians with an automotive interior and a car seat;

a picture of a Lear technician placing two crash test dummies on a High-G sled;

a picture of an automobile inside of a Lear noise and vibration test room; and

a picture of two Lear technicians working on a crash test dummy]
The following caption appears below the pictures described in the preceding

paragraph:
Lear provides leading edge technology for today's automotive

manufacturers from our worldwide network of product engineering and

technology centers
[a picture of an automobile containing Lear products on a street in Brazil; a

picture of a Lear engineer at a CAD/CAM terminal; a picture of a mini-van seat

system; a picture of a door panel and a CAD/CAM terminal exhibiting the door

panel, and a picture of a Lear worker making final preparations on a seat

system]
The following caption appears below the pictures described in the preceding

paragraph:
Lear can duplicate its processes and its quality, delivering interior

systems and components in the global automotive market, managing programs from

concept and design straight through to sequenced delivery of parts.
5
CERTAIN PERSONS PARTICIPATING IN THE OFFERINGS MAY ENGAGE IN TRANSACTIONS

THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE COMMON STOCK. SUCH

TRANSACTIONS MAY INCLUDE THE PURCHASE OF SHARES OF COMMON STOCK PRIOR TO THE

PRICING OF THE OFFERINGS FOR THE PURPOSE OF MAINTAINING THE PRICE OF THE COMMON

STOCK AND THE PURCHASE OF SHARES OF COMMON STOCK FOLLOWING THE PRICING OF THE

OFFERINGS TO COVER A SYNDICATE SHORT POSITION IN THE COMMON STOCK OR FOR THE

PURPOSE OF MAINTAINING THE PRICE OF THE COMMON STOCK. FOR A DESCRIPTION OF THESE

ACTIVITIES, SEE "UNDERWRITING."

-------------------------
AVAILABLE INFORMATION
The Company is subject to the informational reporting requirements of the

Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in

accordance therewith files periodic reports and other information with the

Securities and Exchange Commission (the "Commission"). The registration

statement ("Registration Statement") (which term encompasses any amendments

thereto) and the exhibits thereto filed by the Company with the Commission, as

well as the reports and other information filed by the Company with the

Commission, may be inspected at the public reference facilities maintained by

the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,

Washington, D.C. 20549 and are also available for inspection and copying at the

regional offices of the Commission located at 7 World Trade Center, Suite 1300,

New York, New York 10048, and Citicorp Center, 500 West Madison Street, Suite

1400, Chicago, Illinois 60661, and at the New York Stock Exchange located at 20

Broad Street, New York, New York 10005. Copies of such material may also be

obtained from the Public Reference Section of the Commission at 450 Fifth

Street, N.W., Washington, D.C. 20549 at prescribed rates. In addition, the

Commission maintains a Web site at http://www.sec.gov that contains periodic

reports and other information regarding registrants, like the Company, that file

electronically with the Commission.
The Company has filed with the Commission a Registration Statement under

the Securities Act of 1933, as amended (the "Securities Act"), with respect to

the shares of Common Stock offered hereby. This Prospectus, which is part of the

Registration Statement, does not contain all the information set forth in the

Registration Statement and the exhibits and schedules thereto, to which

reference is hereby made. Statements made in this Prospectus as to the contents

of any contract, agreement or other document referred to are not necessarily

complete. With respect to each such contract, agreement or other document filed

as an exhibit to the Registration Statement or to a document incorporated by

reference herein, reference is hereby made to the exhibit for a more complete

description of the matter involved and each such statement shall be deemed

qualified in its entirety by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are

incorporated in this Prospectus by reference and made a part hereof:
(a) the Company's Annual Report on Form 10-K for the year ended December 31,

1996;
(b) the Company's Quarterly Report on Form 10-Q for the quarter ended March 29,

1997;
(c) the Company's Current Report on Form 8-K dated April 3, 1997;
(d) the Company's Current Report on Form 8-K dated June 6, 1997;
(e) the audited consolidated financial statements of Masland Corporation and the
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