1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------------------- FORM 8-K/A ------------------------------------- AMENDMENT NO. 3 CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) September 1, 1998 ------------- LEAR CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-11311 13-3386776 - ------------------------------------- ------------------------------- ---------------------- (State or other jurisdiction of (Commission (I.R.S. Employer incorporation or organization) File Number) Identification No.) 21557 Telegraph Road Southfield, Michigan 48086-5008 - ---------------------------------------------------------------------- --------------------- (Address of principal executive offices) (zip code) (248) 447-1500 --------------------------------------------------------- (Telephone number, including area code, of agent for service) No Change -------------------------------------------------------- (Former name or former address, if changes since last report)
2 ITEM 5. OTHER EVENTS. On September 1, 1998, Lear Corporation along with various wholly owned subsidiaries of Lear Corporation (collectively the "Company"), acquired Delphi Automotive Systems' Seating ("Delphi Seating") business from General Motors Corporation. The Company previously filed a current report on Form 8-K/A dated September 1, 1998 describing the transaction which included the historical financial statements of Delphi Seating as of and for the years ended December 31, 1997 and December 31, 1996 and as of and for the eight months ended August 31, 1998. This report on Form 8-K/A is being filed for the sole purpose of filing the statements of operations and cash flows of Delphi Seating for the eight months ended August 31, 1997.
3 ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS A. Historical Financial Statements 2) Interim Financial Statement SEATING BUSINESS OF DELPHI INTERIOR AND LIGHTING SYSTEMS (an operating component of General Motors Corporation) CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE EIGHT MONTHS ENDED AUGUST 31, 1998 AND AUGUST 31, 1997 (Unaudited, in thousands of dollars) Eight Months Ended AUGUST 31, 1998 AUGUST 31, 1997 --------------------------------------- Net sales $ 777,325 $ 900,069 Cost of sales 818,352 899,721 Selling, general and administrative expenses 97,616 177,334 --------- --------- Operating loss (138,643) (176,986) --------- --------- Other income (expense), net 6,168 (7,438) --------- --------- Loss before provision for income taxes (132,475) (184,424) Provision for income taxes (1,432) (1,237) --------- --------- Net loss $ (133,907) $(185,661) ========== ========= The accompanying note is an integral part of these statements.
4 \ SEATING BUSINESS OF DELPHI INTERIOR AND LIGHTING SYSTEMS (an operating component of General Motors Corporation) CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE EIGHT MONTHS ENDED AUGUST 31, 1998 AND AUGUST 31, 1997 (Unaudited, in thousands of dollars) EIGHT MONTHS ENDED AUGUST 31, 1998 AUGUST 31, 1997 ------------------------------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ (133,907) $ (185,661) Adjustments to net loss to reconcile to net cash used in operating activities: Changes in working capital 1,300 41,446 Loss on plant closure -- 79,789 Other, net (1,448) 4,187 ---------- ---------- Net cash used in operating activities (134,055) (60,239) ---------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES, OTHER 1,222 (5,658) ---------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Net cash provided from General Motors Corporation 130,366 63,341 Other, net (1,317) -- ---------- ---------- Net cash provided by financing activities 129,049 63,341 ---------- ---------- Effect of foreign exchange translation 280 (797) ---------- ---------- NET CHANGE IN CASH AND CASH EQUIVALENTS (3,504) (3,353) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 10,142 10,191 ---------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 6,638 $ 6,838 ========== ========== CHANGES IN WORKING CAPITAL: Accounts receivable, net 8,154 33,125 Inventories 6,963 (3,380) Accounts payable and accrued liabilities (13,817) 7,890 Other -- 3,811 ---------- ---------- $ 1,300 $41,446 ========== ========== SUPPLEMENTAL DISCLOSURE: Cash paid for interest $ -- $ 1,142 Cash paid for income taxes $ 2,186 $ 4,004 The accompanying note is an integral part of these statements.
5 SEATING BUSINESS OF DELPHI INTERIOR AND LIGHTING SYSTEMS (an operating component of General Motors Corporation) NOTE TO THE CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS BASIS OF PRESENTATION The accompanying unaudited financial statements have been prepared for the purpose of presenting the results of operations and cash flows of the seating business (the "Business") of Delphi Interior & Lighting Systems Division ("Delphi") of General Motors Corporation ("General Motors") for the eight months ended August 31, 1998 and August 31, 1997.
6 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. LEAR CORPORATION /s/ Donald J. Stebbins ----------------------------------- Donald J. Stebbins Senior Vice President and Chief Financial Officer October 18, 1999