1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 2, 1996 REGISTRATION NO. 333-05807 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------------- AMENDMENT NO. 3 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------------------- LEAR CORPORATION (Exact name of Registrant as specified in its charter) 21557 TELEGRAPH ROAD SOUTHFIELD, MICHIGAN 48086-5008 (810) 746-1500 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) JAMES H. VANDENBERGHE 21557 TELEGRAPH ROAD SOUTHFIELD, MICHIGAN 48086-5008 (810) 746-1500 (Name, address, including zip code, and telephone number, including area code, of agent for service) --------------------------- Copies to: Robert W. Ericson John L. MacCarthy Winston & Strawn 200 Park Avenue New York, New York 10166 (212) 294-6700 David Mercado Cravath, Swaine & Moore 825 Eighth Avenue New York, New York 10019 (212) 474-1000 --------------------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as practicable after the registration statement becomes effective. 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. / / --------------------------- 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. - -------------------------------------------------------------------------------- - --------------------------------------------------------------------------------
DELAWARE 13-3386776 (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 2 THIS AMENDMENT NO. 3 TO THE REGISTRATION STATEMENT IS BEING FILED WITH THE SECURITIES AND EXCHANGE COMMISSION SOLELY TO FILE AN EXHIBIT TO THE REGISTRATION STATEMENT. 3 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 July 2, 1996. LEAR CORPORATION By: /s/ KENNETH L. WAY ------------------------------------ Kenneth L. Way Chairman of the Board and Chief Executive Officer 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:
NAME TITLE DATE - ------------------------------------- ---------------------------------- ------------- II-3
/s/ KENNETH L. WAY Chairman of the Board and Chief July 2, 1996 - ------------------------------------- Executive Officer Kenneth L. Way (Principal Executive Officer) * President, Chief Operating Officer July 2, 1996 - ------------------------------------- and Director Robert E. Rossiter /s/ JAMES H. VANDENBERGHE Executive Vice President, July 2, 1996 - ------------------------------------- Chief Financial Officer and James H. Vandenberghe Director (Principal Financial and Principal Accounting Officer) * Director July 2, 1996 - ------------------------------------- Larry W. McCurdy * Director July 2, 1996 - ------------------------------------- Gian Andrea Botta * Director July 2, 1996 - ------------------------------------- Robert W. Shower * Director July 2, 1996 - ------------------------------------- David P. Spalding * Director July 2, 1996 - ------------------------------------- James A. Stern * Director July 2, 1996 - ------------------------------------- Alan Washkowitz *By: /s/ JAMES H. VANDENBERGHE - ------------------------------------- James H. Vandenberghe Attorney-in-fact 4 INDEX TO EXHIBITS - ------------------------- * Previously filed.
SEQUENTIALLY EXHIBIT NUMBER EXHIBIT NUMBERED PAGE - -------------- ---------------------------------------------------------------- ------------- *1.1 -- Form of U.S. Underwriting Agreement. -- *1.2 -- Form of International Underwriting Agreement. -- *2.1 -- Agreement and Plan of Merger, dated May 23, 1996, by and among -- Lear, PA Acquisition Corp. and Masland. *5.1 -- Opinion of Winston & Strawn, special counsel to Lear. -- *12.1 -- Statement Regarding Computation of Ratios. -- *23.1 -- Consent of Arthur Andersen LLP. -- *23.2 -- Consent of Arthur Andersen LLP with respect to AI Financial -- Statements. 23.3 -- Consent of Price Waterhouse LLP, with respect to the Masland -- Financial Statements. *23.4 -- Consent of Winston & Strawn (included in Exhibit 5.1). -- *24.1 -- Powers of Attorney. -- *99.1 -- Amended and Restated Stockholders and Registration Rights -- Agreement dated as of September 27, 1991 by and among Lear, the Lehman Funds, Lehman Merchant Banking Partners Inc., as representative of the Lehman Partnerships, FIMA Finance Management Inc., a British Virgin Islands corporation, and certain management investors (incorporated by reference to Exhibit 2.2 to Lear Holdings Corporation's Current Report on Form 8-K dated September 24, 1991). *99.2 -- Waiver and Agreement dated September 27, 1991, by and among -- Holdings, Kidder Peabody Group Inc., KP/Hanover Partners 1988, L.P., General Electric Capital Corporation, FIMA Finance Management Inc., a Panamanian corporation, FIMA Finance Management Inc., a British Virgin Islands corporation, MH Capital Partners Inc., successor by merger and name change to MH Equity Corp., SO.PA.F Societa Partecipazioni Finanziarie S.p.A., INVEST Societa Italiana Investimenti S.p.A., the Lehman Partnerships and the Management Investors (incorporated by reference to Exhibit 2.3 to Lear Holdings Corporation's Current Report on Form 8-K dated September 24, 1991). *99.3 -- Amendment to Amended and Restated Stockholders and Registration -- Rights Agreement (incorporated by reference to Exhibit 10.24 to Lear's Transition Report on Form 10-K filed March 31, 1994). *99.4 -- Waiver to Amended and Restated Stockholders and Registration -- Rights Agreement dated August 15, 1995 (incorporated by reference to Exhibit 99.4 to Lear's Registration Statement on Form S-3 (33-61583)). *99.5 -- Form of Amendment and Waiver dated as of June 21, 1996 to Amended and Restated Stockholders and Registration Rights Agreement dated as of September 27, 1991, as amended.
1 EXHIBIT 23.3 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the use in Lear Corporation's (formerly known as Lear Seating Corporation) Form 8-K dated June 27, 1996 of our report dated August 8, 1995, relating to the consolidated financial statements of Masland Corporation as of June 30, 1995 and July 1, 1994 and for each of the three years in the period ended June 30, 1995. We also consent to incorporation by reference of this report into Lear Corporation previously filed Registration Statements on Form S-8 Nos. 33-55783, 33-57237, 33-59943, 33-61739, 33-62209, 333-01353, 333-03383 and 333-06209 and on Form S-3 Nos. 33-51317, 33-47867, 333-05807, 333-05809. We also consent to the references to us under the headings "Experts" and "Summary Financial Data of Masland Corporation" in Form S-3 Nos. 333-05807 and 333-05809. /s/ PRICE WATERHOUSE LLP PRICE WATERHOUSE LLP Philadelphia, Pennsylvania July 2, 1996