1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A-2 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) DECEMBER 15, 1994 COMMISSION FILE NUMBER: 1-11311 LEAR SEATING CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 13-3386776 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 21557 TELEGRAPH ROAD, SOUTHFIELD, MI 48034 (Address of principal executive offices) (zip code) (810) 746-1500 (Registrant's telephone number, including area code) NO CHANGE (Former name or former address, if changes since last report) 2 The purpose of this Amendment No. 2 is amend the exhibits to the Registrant's Current Report on Form 8-K dated December 15, 1994, by filing the required financial statements for the acquired businesses. ITEM 7: Financial Statements, Pro Forma Financial Information and Exhibits: B. Exhibits 99.1 Combined financial statements of Fiat Seat Business 2 3 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 SEATING CORPORATION Dated: August 11, 1995 By: /s/ James H. Vandenberghe James H. Vandenberghe Executive Vice President Chief Financial Officer 3
1 Exhibit 99.1 FIAT SEAT BUSINESS COMBINED FINANCIAL STATEMENTS AS OF DECEMBER 31, 1994 AND 1993 2 FIAT SEAT BUSINESS COMBINED BALANCE SHEETS AS OF DECEMBER 31, 1994 AND 1993 (In millions of Italian Lire) The notes to the combined financial statements form an integral part of these balance sheets. 2
December 31, December 31, 1994 1993 ---- ---- (Unaudited) ASSETS ------ CURRENT ASSETS: Cash 11,135 4,184 Accounts receivable 348,591 243,658 Inventories (Note 5) 37,657 25,367 Other receivables and prepayments 8,218 16,559 --------- ---------- Total current assets 405,601 289,768 --------- ---------- PLANT, PROPERTY AND EQUIPMENT: Land and buildings 1,779 27,261 Machinery and equipment 37,882 59,001 Construction in progress and advances 124,506 18,310 --------- ---------- 164,167 104,572 Less- Accumulated depreciation (84,793) (24,432) --------- ---------- Total plant, property and equipment, net 79,374 80,140 --------- ---------- OTHER ASSETS: Investments in affiliates 8,009 7,531 Intangibles and deferred charges, net 548 1,465 --------- ---------- Total other assets 8,557 8,996 --------- ---------- Total assets 493,532 378,904 ========= ========== 3 FIAT SEAT BUSINESS COMBINED BALANCE SHEETS AS OF DECEMBER 31, 1994 AND 1993 (In millions of Italian Lire) The notes to the combined financial statements form an integral part of these balance sheets. 3
December 31, December 31, LIABILITIES AND 1994 1993 ---- ---- SHAREHOLDERS' INVESTMENTS (Unaudited) CURRENT LIABILITIES: Short-term borrowings 108,297 108,904 Current portion of long-term debt 923 885 Accounts payable 324,192 203,061 Other payables and accrued expenses 24,360 21,809 --------- ---------- 457,772 334,659 --------- ---------- LONG-TERM LIABILITIES: Long-term debt 3,280 3,790 Reserve for employee termination indemnities 28,879 30,215 Deferred income taxes - 1,833 --------- ---------- Total long-term liabilities 32,159 35,838 --------- ---------- Total liabilities 489,931 370,497 --------- ---------- COMMITMENTS AND CONTINGENCIES SHAREHOLDERS' INVESTMENTS Capital accounts 49,270 56,122 Retained deficit (45,669) (47,483) Cumulative translation adjustment - (232) --------- ---------- Total shareholders' investments 3,601 8,407 --------- ---------- Total liabilities and shareholder's investments 493,532 378,904 ========= ========== 4 FIAT SEAT BUSINESS COMBINED STATEMENTS OF OPERATIONS FOR THE YEARS ENDED AS OF DECEMBER 31, 1994, 1993 (In millions of Italian Lire) The notes to the combined financial statements form an integral part of these statement of operations. 4
Year Ended December 31, ----------------------- 1994 1993 ---- ---- (Unaudited) Net sales and revenues 726,753 571,761 Cost of sales (715,133) (571,446) Selling, administrative and other expenses (50,844) (35,388) ---------- ---------- Operating income (loss) (39,224) (35,073) Interest income (expense), net (8,489) (6,986) Other income (expense) (1,269) (854) ---------- ---------- Loss before provision for income taxes (48,982) (42,913) Provision for income taxes (291) 103 ---------- ---------- Net loss (49,273) (42,810) ========== ========== 5 FIAT SEAT BUSINESS COMBINED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 1994, 1993 (In millions of Italian Lire) The notes to the combined financial statements form an integral part of these statements. 5
Year Ended December 31, ----------------------- 1994 1993 ---- ---- (Unaudited) CASH FLOWS FROM OPERATING ACTIVITIES Net loss for the period (49,273) (42,810) Adjustments to reconcile net loss to net cash flow from operating activities- Depreciation and amortization 16,157 14,386 Net change in working capital items 14,838 29,262 Net change in reserve for employee termination indemnities (1,336) 1,722 Other, net 439 707 -------- --------- Net cash provided (used) by operating activities (19,175) 3,267 CASH FLOWS FROM INVESTING ACTIVITIES Additions to property, plant and equipment and other assets (19,429) (39,953) Disposals of property, plant and equipment and other assets 4,038 1,779 -------- --------- Net cash used by investing activities (15,391) (38,174) CASH FLOW FROM FINANCING ACTIVITIES Capital increases 34,495 4,822 Increase (decrease) in short-term borrowings (607) 34,545 Repayment of long-term debt (510) (2,994) Other, net 7,907 - -------- --------- Net cash flow provided by financing activities 41,285 36,373 -------- --------- EFFECT OF EXCHANGE RATE CHANGES ON CASH 232 225 -------- ---------- NET INCREASE (DECREASE) IN CASH 6,951 1,691 -------- --------- CASH - BEGINNING OF PERIOD 4,184 2,493 -------- --------- CASH - END OF PERIOD 11,135 4,184 ======== ========= 6 FIAT SEATING BUSINESS NOTES TO COMBINED FINANCIAL STATEMENTS (Unaudited) 1. BASIS OF PRESENTATION On December 15, 1994, Lear Seating Corporation purchased from Gilardini S.p.A., an Italian Corporation, all of the outstanding common stock of Sepi Poland S.p. Z o.o. and a 35% interest in a Turkish joint venture (collectively, the "Fiat Seat Business," or "the Companies"). In connection with this transaction, Lear Seating Corporation and Fiat (S.p.A. ("Fiat") entered into a long-term supply agreement for certain products produced by the FSB. The FSB is engaged in the design and manufacture of automotive seating, with its principal customers being Fiat and its affiliates. Prior to the FSB being acquired by Lear Seating Corporation, the FSB received certain administrative and treasury management services from Gilardini S.p.A. and from other Fiat group finance companies. These combined financial statements include the results of operating activities, transactions and assets and liabilities associated with the business of FSB in Italy and Poland. They also include Sepi S.p.A's 49% interest in Industrias Cousin Freres S.L., a Spanish company also operating in the Seat business, which is accounted for under the equity method of accounting. The combined financial statements have been prepared in conformity with accounting principles generally accepted in the United States and reflect certain adjustments and reclassifications to the financial statements prepared by the Companies for legal and tax purposes in their respective countries. The Companies' fiscal year end is December 31. The combined financial statements of FSB for 1994 have been prepared without audit pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. Management believes that the disclosures are adequate to make the information presented not misleading when read in conjunction with the financial statements and the notes thereto included in the Combined Financial Statements as filed with the Securities and Exchange Commission on Form 8-K, dated December 15, 1994, for the Acquisition of the Fiat Seat Business. The financial information presented reflects all adjustments (consisting only of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of the results of operations and financial position for the interim periods presented. These results are not necessarily indicative of a full year's results of operations. 6 7 2. INVENTORIES Inventories as of December 31, 1994 and 1993 are comprised of the following (in millions of Italian Lire): 3. SHORT-TERM BORROWINGS Short-term borrowings consist of term loan and current accounts with finance subsidiaries of Fiat S.p.A., which operated a centralized treasury function for the Fiat Group. Interest rates on such borrowings ranged from 6.6 percent to 14.1 percent in the year ended December 31, 1993 and from 5.8 percent to 9.6 percent in the year ended December 31, 1994. 7
December 31, December 31, 1994 1993 ---- ---- Materials 26,217 16,066 Work in process 6,260 5,483 Finished products 4,634 3,818 -------- -------- 37,111 25,367 ======== ========