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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ){*}
LEAR SEATING CORPORATION
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
521893 10 7
(CUSIP Number)
Check the following box if a fee is being paid with this statement. [x]
(A fee is not required only if the filing person: (1) has a previous
statement on file reporting beneficial ownership of more than five
percent of the class of securities described in Item 1; and (2) has filed
no amendment subsequent thereto reporting beneficial ownership of five
percent or less of such class.) (See Rule 13d-7).
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosure provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
Page 1 of 30 Pages
Exhibit Index is at Page 18
Page 2 of 30 Pages
CUSIP NO. 521893 10 7 13G
____________________________________________________________
1. Name of Reporting Person EXOR Group S.A.
S.S. or I.R.S. Identifica- (formerly known as
tion No. of Above Person IFINT Socit Anonyme
(No S.S. or IRS Identification
No.)
____________________________________________________________
2. Check the Appropriate Box (A)
if a Member of a Group
(B) X
____________________________________________________________
3. S.E.C. Use Only
____________________________________________________________
4. Citizenship or Place of Luxembourg
Organization
____________________________________________________________
Number of Shares (5) Sole Voting Power
Beneficially 0
Owned by Each (6) Shared Voting Power
Reporting Person 3,497,544
With
(7) Sole Dispositive Power
0
(8) Shared Dispositive Power
3,497,544
____________________________________________________________
9. Aggregate Amount Beneficially
Owned by Each Reporting Person 3,497,544
____________________________________________________________
10. Check if the Aggregate Amount
in Row (9) Excludes Certain
Shares
____________________________________________________________
11. Percent of Class Represented
by Amount in Row 9 6.2%
____________________________________________________________
12. Type of Reporting Person
CO
____________________________________________________________
Page 3 of 30 Pages
CUSIP No. 521893 10 7 13G
____________________________________________________________
1. Name of Reporting Person FIMA Finance
S.S. or I.R.S. Identifica- Management Inc.
tion No. of Above Person (No S.S. or IRS
Identification No.)
____________________________________________________________
2. Check the Appropriate Box (A)
if a Member of a Group
(B) X
____________________________________________________________
3. S.E.C. Use Only
____________________________________________________________
4. Citizenship or Place of British Virgin Islands
Organization
____________________________________________________________
Number of Shares (5) Sole Voting Power
Beneficially 0
Owned by Each (6) Shared Voting Power
Reporting Person 3,497,544
With
(7) Sole Dispositive Power
0
(8) Shared Dispositive Power
3,497,544
____________________________________________________________
9. Aggregate Amount Beneficially
Owned by Each Reporting Person 3,497,544
____________________________________________________________
10. Check if the Aggregate Amount
in Row (9) Excludes Certain
Shares
____________________________________________________________
11. Percent of Class Represented
by Amount in Row 9 6.2%
____________________________________________________________
12. Type of Reporting Person
CO
____________________________________________________________
Page 4 of 30 Pages
CUSIP No. 521893 10 7 13G
____________________________________________________________
1. Name of Reporting Person Istituto Finanziario
S.S. or I.R.S. Identifica- Industriale S.p.A.
tion No. of Above Person (No S.S. or IRS
Identification No.)
____________________________________________________________
2. Check the Appropriate Box (A)
if a Member of a Group
(B) X
____________________________________________________________
3. S.E.C. Use Only
____________________________________________________________
4. Citizenship or Place of Italy
Organization
____________________________________________________________
Number of Shares (5) Sole Voting Power
Beneficially 0
Owned by Each (6) Shared Voting Power
Reporting Person 3,497,544
With (7) Sole Dispositive Power
0
(8) Shared Dispositive Power
3,497,544
____________________________________________________________
9. Aggregate Amount Beneficially
Owned by Each Reporting Person 3,497,544
____________________________________________________________
10. Check if the Aggregate Amount
in Row (9) Excludes Certain
Shares
____________________________________________________________
11. Percent of Class Represented
by Amount in Row 9 6.2%
____________________________________________________________
12. Type of Reporting Person
CO
____________________________________________________________
Page 5 of 30 Pages
CUSIP No. 521893 10 7 13G
____________________________________________________________
1. Name of Reporting Person Giovanni Agnelli
S.S. or I.R.S. Identifica- e C. S.a.a.
tion No. of Above Person (No S.S. or IRS
Identification No.)
____________________________________________________________
2. Check the Appropriate Box (A)
if a Member of a Group
(B) X
____________________________________________________________
3. S.E.C. Use Only
____________________________________________________________
4. Citizenship or Place of Italy
Organization
____________________________________________________________
Number of Shares (5) Sole Voting Power
Beneficially 0
Owned by Each (6) Shared Voting Power
Reporting Person 3,497,544
With (7) Sole Dispositive Power
0
(8) Shared Dispositive Power
3,497,544
____________________________________________________________
9. Aggregate Amount Beneficially
Owned by Each Reporting Person 3,497,544
____________________________________________________________
10. Check if the Aggregate Amount
in Row (9) Excludes Certain
Shares
____________________________________________________________
11. Percent of Class Represented
by Amount in Row 9 6.2%
____________________________________________________________
12. Type of Reporting Person
PN
____________________________________________________________
Page 6 of 30 Pages
CUSIP No. 521893 10 7 13G
____________________________________________________________
1. Name of Reporting Person Giovanni Agnelli
S.S. or I.R.S. Identifica- (No S.S. or IRS
tion No. of Above Person Identification No.)
____________________________________________________________
2. Check the Appropriate Box (A)
if a Member of a Group
(B) X
____________________________________________________________
3. S.E.C. Use Only
____________________________________________________________
4. Citizenship or Place of Italy
Organization
____________________________________________________________
Number of Shares (5) Sole Voting Power
Beneficially 0
Owned by Each (6) Shared Voting Power
Reporting Person 3,497,544
With (7) Sole Dispositive Power
0
(8) Shared Dispositive Power
3,497,544
____________________________________________________________
9. Aggregate Amount Beneficially
Owned by Each Reporting Person 3,497,544
____________________________________________________________
10. Check if the Aggregate Amount
in Row (9) Excludes Certain
Shares
____________________________________________________________
11. Percent of Class Represented
by Amount in Row 9 6.2%
____________________________________________________________
12. Type of Reporting Person
IN
____________________________________________________________
Page 7 of 30 Pages
CUSIP No. 521893 10 7 13G
____________________________________________________________
1. Name of Reporting Person Umberto Agnelli
S.S. or I.R.S. Identifica- (No S.S. or IRS
tion No. of Above Person Identification No.)
____________________________________________________________
2. Check the Appropriate Box (A)
if a Member of a Group
(B) X
____________________________________________________________
3. S.E.C. Use Only
____________________________________________________________
4. Citizenship or Place of Italy
Organization
____________________________________________________________
Number of Shares (5) Sole Voting Power
Beneficially 0
Owned by Each (6) Shared Voting Power
Reporting Person 3,497,544
With (7) Sole Dispositive Power
0
(8) Shared Dispositive Power
3,497,544
____________________________________________________________
9. Aggregate Amount Beneficially
Owned by Each Reporting Person 3,497,544
____________________________________________________________
10. Check if the Aggregate Amount
in Row (9) Excludes Certain
Shares
____________________________________________________________
11. Percent of Class Represented
by Amount in Row 9 6.2%
____________________________________________________________
12. Type of Reporting Person
IN
____________________________________________________________
Page 8 of 30 Pages
CUSIP No. 521893 10 7 13G
____________________________________________________________
1. Name of Reporting Person Carlo Camerana
S.S. or I.R.S. Identifica- (No S.S. or I.R.S.
tion No. of Above Person Identification No.)
____________________________________________________________
2. Check the Appropriate Box (A)
if a Member of a Group
(B) X
____________________________________________________________
3. S.E.C. Use Only
____________________________________________________________
4. Citizenship or Place of Italy
Organization
____________________________________________________________
Number of Shares (5) Sole Voting Power
Beneficially 0
Owned by Each (6) Shared Voting Power
Reporting Person 3,497,544
With (7) Sole Dispositive Power
0
(8) Shared Dispositive Power
3,497,544
____________________________________________________________
9. Aggregate Amount Beneficially
Owned by Each Reporting Person 3,497,544
____________________________________________________________
10. Check if the Aggregate Amount
in Row (9) Excludes Certain
Shares
____________________________________________________________
11. Percent of Class Represented
by Amount in Row 9 6.2%
____________________________________________________________
12. Type of Reporting Person
IN
____________________________________________________________
Page 9 of 30 Pages
CUSIP No. 521893 10 7 13G
____________________________________________________________
1. Name of Reporting Person Gianluigi Gabetti
S.S. or I.R.S. Identifica- (S.S. No. ###-##-####)
tion No. of Above Person
____________________________________________________________
2. Check the Appropriate Box (A)
if a Member of a Group
(B) X
____________________________________________________________
3. S.E.C. Use Only
____________________________________________________________
4. Citizenship or Place of Italy
Organization
____________________________________________________________
Number of Shares (5) Sole Voting Power
Beneficially 0
Owned by Each (6) Shared Voting
Reporting Person 3,497,544
With (7) Sole Dispositive Power
0
(8) Shared Dispositive Power
3,497,544
____________________________________________________________
9. Aggregate Amount Beneficially
Owned by Each Reporting Person 3,497,544
____________________________________________________________
10. Check if the Aggregate Amount
in Row (9) Excludes Certain
Shares
____________________________________________________________
11. Percent of Class Represented
by Amount in Row 9 6.2%
____________________________________________________________
12. Type of Reporting Person
IN
____________________________________________________________
Page 10 of 30 Pages
CUSIP No. 521893 10 7 13G
____________________________________________________________
1. Name of Reporting Person Gabriele Galateri
S.S. or I.R.S. Identifica- (S.S. No. ###-##-####)
tion No. of Above Person
____________________________________________________________
2. Check the Appropriate Box (A)
if a Member of a Group
(B) X
____________________________________________________________
3. S.E.C. Use Only
____________________________________________________________
4. Citizenship or Place of Italy
Organization
____________________________________________________________
Number of Shares (5) Sole Voting Power
Beneficially 0
Owned by Each (6) Shared Voting Power
Reporting Person 3,497,544
With (7) Sole Dispositive Power
0
(8) Shared Dispositive Power
3,497,544
____________________________________________________________
9. Aggregate Amount Beneficially
Owned by Each Reporting Person 3,497,544
____________________________________________________________
10. Check if the Aggregate Amount
in Row (9) Excludes Certain
Shares
____________________________________________________________
11. Percent of Class Represented
by Amount in Row 9 6.2%
____________________________________________________________
12. Type of Reporting Person
IN
____________________________________________________________
Page 11 of 30 Pages
CUSIP No. 521893 10 7 13G
____________________________________________________________
1. Name of Reporting Person Cesare Romiti
S.S. or I.R.S. Identifica- (No S.S. or I.R.S.
tion No. of Above Person Identification No.)
____________________________________________________________
2. Check the Appropriate Box (A)
if a Member of a Group
(B) X
____________________________________________________________
3. S.E.C. Use Only
____________________________________________________________
4. Citizenship or Place of Italy
Organization
____________________________________________________________
Number of Shares (5) Sole Voting Power
Beneficially 0
Owned by Each (6) Shared Voting Power
Reporting Person 3,497,544
With (7) Sole Dispositive Power
0
(8) Shared Dispositive Power
3,497,544
____________________________________________________________
9. Aggregate Amount Beneficially
Owned by Each Reporting Person 3,497,544
____________________________________________________________
10. Check if the Aggregate Amount
in Row (9) Excludes Certain
Shares
____________________________________________________________
11. Percent of Class Represented
by Amount in Row 9 6.2%
____________________________________________________________
12. Type of Reporting Person
IN
____________________________________________________________
Page 12 of 30 Pages
Item 1(a) Name of Issuer:
Lear Seating Corporation (the "Issuer")
Item 1(b) Address of Issuer's Principal Executive Offices:
21557 Telegraph Road
Southfield, Michigan 48034
Item 2(a) Name of Person Filing:
This Statement is being filed by:
(i) FIMA Finance Management Inc., a British Virgin Islands
Corporation ("FIMA");
(ii) EXOR Group S.A., a Luxembourg corporation ("EXOR"), which
is the holder of all of the issued and outstanding capital
stock of FIMA;
(iii) Istituto Finanziario Industriale S.p.A., an Italian
corporation ("IFI"), which for purposes of the Securities
and Exchange Act of 1934, as amended (the "Act"), is
deemed to control EXOR;
(iv) Giovanni Agnelli e C. S.a.a., an Italian limited
partnership represented by shares ("GA"), which for
purposes of the Act is deemed to control IFI; and
(v) Messrs. Giovanni Agnelli, Umberto Agnelli, Carlo Camerana,
Gianluigi Gabetti, Gabriele Galateri and Cesare Romiti,
the General Partners of GA, who, for purposes of the Act
are deemed to control GA (all such persons in (i) through
(v) being hereinafter referred to as the "Reporting
Persons").
Item 2(b) Address of Principal Business Office:
FIMA:
Wickhams Cay
Road Town, Tortola
British Virgin Islands
EXOR:
2 Boulevard Royal
L-2953, Luxembourg
Page 13 of 30 Pageso
IFI:
Corso Matteotti, 26
10121 Torino, Italy
GA:
Via Del Carmine, 10
10122 Torino, Italy
GIOVANNI AGNELLI:
Corso Marconi 10
10125 Torino, Italy
UMBERTO AGNELLI:
Via Carlo Marenco, 25
10126 Torino, Italy
CARLO CAMERANA:
Via del Carmine, 10
10122 Torino, Italy
GIANLUIGI GABETTI:
Via Carlo Marenco, 25
10126 Torino, Italy
GABRIELE GALATERI:
Via del Carmine, 10
10122 Torino, Italy
CESARE ROMITI:
Corso Marconi, 10
10125 Torino, Italy
Item 2(c) Citizenship:
See Item 4 of the cover pages attached hereto.
Item 2(d) Title of Class of Securities:
Common Stock, par value $.01 per share (the "Common Stock")
Item 2(e) CUSIP Number:
521893 10 7
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-
2(b), check whether the person filing is a:
(a) ( ) Broker or Dealer registered under Section 15 of the
Act
Page 14 of 30 Pages
(b) ( ) Bank as defined in Section 3(a)(6) of the Act
(c) ( ) Insurance Company as defined in Section 3(a)(19) of
the Act
(d) ( ) Investment Company registered under Section 8 of the
Investment Company Act
(e) ( ) Investment Adviser registered under Section 203 of
the Investment Advisers Act of 1940
(f) ( ) Employee Benefit Plan, Pension Fund which is subject
to the provisions of the Employee Retirement Income
Security Act of 1974 or Endowment Fund; see
140.13d-1(b)(1)(ii)(F)
(g) ( ) Parent Holding Company, in accordance with
240.13d-1(b)(ii)(G)
(h) ( ) Group, in accordance with
240.13d-1(b)(1)(ii)(H)
Item 4. Ownership:
As of December 31, 1995, FIMA was the beneficial owner of
3,497,544 shares of Common Stock (the "FIMA Shares").
The FIMA Shares constitute 6.2% of the outstanding shares of
Common Stock based on 56,236,541 shares of Common Stock
outstanding on October 28, 1995, as reported in the Issuer's
Quarterly report on Form 10-Q for the quarter ended September
30, 1995.
EXOR, through its control of FIMA, IFI through its deemed
control (for purposes of the Act) of EXOR, GA through its
deemed control (for purposes of the Act) of IFI, and Messrs.
Giovanni Agnelli, Umberto Agnelli, Carlo Camerana, Gianluigi
Gabetti, Gabriele Galateri and Cesare Romiti, through their
deemed control (for purposes of the Act) of GA, beneficially
own all of the FIMA Shares.
All of the Reporting Persons share the power to dispose or to
direct the disposition and the power to vote or to direct the
vote of the FIMA Shares.
Page 15 of 30 Pages
Item 5. Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following [].
Item 6. Ownership of More than Five Percent on Behalf of Another
Person:
Not applicable.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company:
Not applicable.
Item 8. Identification and Classification of Members of the Group:
Not applicable.
Item 9. Notice of Dissolution of Group:
Not applicable
Item 10. Certification:
Not applicable.
Page 16 of 30 Pages
SIGNATURE
After reasonable inquiry and to the best of our knowledge and
belief, we certify that the information set forth in this Statement is
true, complete and correct.
EXOR GROUP S.A.
By: *
-----------------------
Name: Richard S. Borisoff
Title: Attorney-in-Fact
FIMA FINANCE MANAGEMENT INC.
By: *
-----------------------
Name: Richard S. Borisoff
Title: Attorney-in-Fact
ISTITUTO FINANZIARIO
INDUSTRIALE S.p.A.
By: *
-----------------------
Name: Richard S. Borisoff
Title: Attorney-in-Fact
GIOVANNI AGNELLI e C. S.a.a.
By: *
-----------------------
Name: Richard S. Borisoff
Title: Attorney-in-Fact
By: *
-----------------------
Giovanni Agnelli, by
Richard S. Borisoff,
Attorney-in-Fact
*
--------------------------
Umberto Agnelli, by
Richard S. Borisoff,
Attorney-in-Fact
Page 17 of 30 Pages
*
--------------------------
Carlo Camerana, by
Richard S. Borisoff,
Attorney-in-Fact
*
--------------------------
Gianluigi Gabetti, by
Richard S. Borisoff,
Attorney-in-Fact
*
--------------------------
Gabriele Galateri, by
Richard S.Borisoff,
Attorney-in-Fact
*
--------------------------
Cesare Romiti, by
Richard S. Borisoff,
Attorney-in-Fact
/S/ Richard S. Borisoff
--------------------------
*Richard S. Borisoff
Attorney-in-Fact
Dated: February 6, 1996
Page 18 of 30 Pages
EXHIBIT INDEX
EXHIBIT NO. DOCUMENT PAGE
1 Joint Filing Agreement, dated 19
February 6, 1996
2 Power of Attorney for FIMA Finance Management, Inc. 21
3 Power of Attorney for EXOR GROUP S.A. 22
4 Power of Attorney for Istituto Finanziario Industriale 23
S.p.A.
5 Power of Attorney for Giovanni Agnelli e C. S.a.a. 24
6 Power of Attorney for Giovanni Agnelli 25
7 Power of Attorney for Umberto Agnelli 26
8 Power of Attorney for Carlo Camerana 27
9 Power of Attorney for Gianluigi Gabetti 28
10 Power of Attorney for Gabriele Galateri 29
11 Power of Attorney for Cesare Romiti 30
Page 21 of 30 Pages
EXHIBIT 1
Pursuant to Rule 13d-1(f)(1)(iii) promulgated under the
Securities Exchange Act of 1934, as amended, the undersigned agree that
the Statement to which this Exhibit is attached is filed on behalf of
each of them.
EXOR GROUP S.A.
By: *
-------------------------
Name: Richard S. Borisoff
Title: Attorney-in-Fact
FIMA FINANCE MANAGEMENT INC.
By: *
-------------------------
Name: Richard S. Borisoff
Title: Attorney-in-Fact
ISTITUTO FINANZIARIO
INDUSTRIALE S.p.A.
By: *
-------------------------
Name: Richard S. Borisoff
Title: Attorney-in-Fact
GIOVANNI AGNELLI e C. S.a.a.
BY: *
-------------------------
Name: Richard S. Borisoff
Title: Attorney-in-Fact
Page 20 of 30 Pages
*
----------------------------
Giovanni Agnelli, by
Richard S. Borisoff,
Attorney-in-Fact
*
----------------------------
Umberto Agnelli, by
Richard S. Borisoff,
Attorney-in-Fact
*
----------------------------
Carlo Camerana, by
Richard S. Borisoff,
Attorney-in-Fact
*
----------------------------
Gianluigi Gabetti, by
Richard S. Borisoff,
Attorney-in-Fact
----------------------------
Gabriele Galateri, by
Richard S. Borisoff,
Attorney-in-Fact
BY: *
-------------------------
Cesare Romiti, by
Richard S. Borisoff,
Attorney-in-Fact
/S/ Richard S. Borisoff
----------------------------
*Richard S. Borisoff
Attorney-in-Fact
Dated: February 6, 1996
Page 21 of 30 Pages
EXHIBIT 2
POWER OF ATTORNEY
The undersigned, FIMA FINANCE MANAGEMENT INC., a British Virgin
Islands corporation (the "Corporation"), by its representatives thereto
duly authorized, hereby constitutes and appoints ERNEST RUBENSTEIN, PETER
J. ROTHENBERG and RICHARD S. BORISOFF of Paul, Weiss, Rifkind, Wharton &
Garrison, New York, New York, and each of them, severally, with full
power of substitution, its true and lawful attorneys-in-fact and agents,
in any and all capacities, with full power and authority to act in its
name and place on its behalf with respect to all matters relating to or
in connection with the acquisition, ownership and sale or other
disposition by the Corporation or any of its existing or future
affiliates of direct or indirect interests in any entity (incorporated or
unincorporated) or in any assets or properties (tangible or intangible)
of any such entity, and to take all actions and execute and deliver all
instruments and documents incidental or ancillary thereto, including, but
not limited to, the certificates, notices or agreements necessary or
appropriate to be executed in connection therewith and any reports to be
filed with the United States Securities and Exchange Commission pursuant
to Sections 13(d), 13(g) and 16 of Securities Exchange Act of 1934, as
amended, and to file any such other reports, documents and certificates
with any state, local or other agencies and instrumentalities and other
persons with which such other reports, documents or certificates are
required to be filed or delivered, granting unto said attorneys-in-fact
and agents 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 the undersigned might or could do
in person, hereby ratifying and confirming all that said attorneys-in-
fact and agents, or other substitutes, may lawfully do or cause to be
done.
FIMA FINANCE MANAGEMENT INC. (B.V.I.)
By: /S/ Siegfried Maron
--------------------------
Name: Siegfried Maron
Title: President
Date: December 27, 1995
Page 22 of 30 Pages
EXHIBIT 3
POWER OF ATTORNEY
The undersigned, EXOR GROUP S.A., a Luxembourg corporation, by
its representatives thereto duly authorized, hereby constitutes and
appoints Ernest Rubenstein, Peter J. Rothenberg and Richard S. Borisoff
of Paul, Weiss, Rifkind, Wharton & Garrison, New York, New York, and each
of them, severally, with full power of substitution, its true and lawful
attorneys-in-fact and agents, in any and all capacities, with full power
and authority to act in its name and place on its behalf with respect to
all matters relating to or in connection with the acquisition, ownership
and sale or other disposition by the Corporation, or any of its existing
or future affiliates of direct or indirect interests in any entity
(incorporated or unincorporated) or in any assets or properties (tangible
or intangible) of any such entity, and to take all actions and execute
and deliver all instruments and documents incidental or ancillary
thereto, including, but not limited to, the certificates, notices or
agreements necessary or appropriate to be executed in connection
therewith and any reports to be filed with the United States Securities
and Exchange Commission pursuant to Sections 13(d), 13(g) and 16 of
Securities Exchange Act of 1934, as amended, and to file any such other
reports, documents and certificates with any state, local or other
agencies and instrumentalities and other persons with which such other
reports, documents or certificates are required to be filed or delivered,
granting unto said attorneys-in-fact and agents 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 it might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or other substitutes, may
lawfully do or cause to be done.
EXOR GROUP S.A.
By: /S/ Giovanni Agnelli
----------------------------
Name: Giovanni Agnelli
Title: Chairman
Date: December 15, 1995
Page 23 of 30 Pages
EXHIBIT 4
POWER OF ATTORNEY
The undersigned, ISTITUTO FINANZIARIO INDUSTRIALE S.p.A., a
corporation organized under the laws of Italy, by its representatives
thereto duly authorized, hereby constitutes and appoints Ernest
Rubenstein, Peter J. Rothenberg and Richard S. Borisoff of Paul, Weiss,
Rifkind, Wharton & Garrison, New York, New York, and each of them,
severally, with full power of substitution, its true and lawful
attorneys-in-fact and agents, in any and all capacities, with full power
and authority to act in its name and place on its behalf with respect to
all matters relating to or in connection with the acquisition, ownership
and sale or other disposition by EXOR GROUP S.A., a Luxembourg
corporation, or any of its existing or future affiliates of direct or
indirect interests in any entity (incorporated or unincorporated) or in
any assets or properties (tangible or intangible) of any such entity, and
to take all actions and execute and deliver all instruments and documents
incidental or ancillary thereto, including, but not limited to, the
certificates, notices or agreements necessary or appropriate to be
executed in connection therewith and any reports to be filed with the
United States Securities and Exchange Commission pursuant to Sections
13(d), 13(g) and 16 of Securities Exchange Act of 1934, as amended, and
to file any such other reports, documents and certificates with any
state, local or other agencies and instrumentalities and other persons
with which such other reports, documents or certificates are required to
be filed or delivered, granting unto said attorneys-in-fact and agents
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 it might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or
other substitutes, may lawfully do or cause to be done.
ISTITUTO FINANZIARIO
INDUSTRIALE S.p.A.
By: /S/ Giovanni Agnelli
------------------------
Name: Giovanni Agnelli
Title: Chairman
Date: December 15, 1995
Page 24 of 30 Pages
EXHIBIT 5
POWER OF ATTORNEY
The undersigned, GIOVANNI AGNELLI e C. S.a.a., an Italian
limited partnership represented by shares organized under the laws of
Italy, by its representatives thereto duly authorized, hereby constitutes
and appoints Ernest Rubenstein, Peter J. Rothenberg and Richard S.
Borisoff of Paul, Weiss, Rifkind, Wharton & Garrison, New York, New York,
and each of them, severally, with full power of substitution, its true
and lawful attorneys-in-fact and agents, in any and all capacities, with
full power and authority to act in its name and place on its behalf with
respect to all matters relating to or in connection with the acquisition,
ownership and sale or other disposition by EXOR GROUP S.A., a Luxembourg
corporation, or any of its existing or future affiliates of direct or
indirect interests in any entity (incorporated or unincorporated) or in
any assets or properties (tangible or intangible) of any such entity, and
to take all actions and execute and deliver all instruments and documents
incidental or ancillary thereto, including, but not limited to, the
certificates, notices or agreements necessary or appropriate to be
executed in connection therewith and any reports to be filed with the
United States Securities and Exchange Commission pursuant to Sections
13(d), 13(g) and 16 of Securities Exchange Act of 1934, as amended, and
to file any such other reports, documents and certificates with any
state, local or other agencies and instrumentalities and other persons
with which such other reports, documents or certificates are required to
be filed or delivered, granting unto said attorneys-in-fact and agents
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 it might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or
other substitutes, may lawfully do or cause to be done.
GIOVANNI AGNELLI e C. S.a.a.
By: /S/ Giovanni Agnelli
----------------------------
Name: Giovanni Agnelli
Title: General Partner
Date: December 15, 1995
Page 25 of 30 Pages
EXHIBIT 6
POWER OF ATTORNEY
The undersigned, GIOVANNI AGNELLI, in his capacity as
Accamandatario (I.E., General Partner) of Giovanni Agnelli e C. S.a.a.,
an Italian limited partnership represented by shares, hereby constitutes
and appoints Ernest Rubenstein, Peter J. Rothenberg and Richard S.
Borisoff of Paul, Weiss, Rifkind, Wharton & Garrison, New York, New York,
and each of them, severally, with full power of substitution, his true
and lawful attorneys-in-fact and agents, in any and all capacities, with
full power and authority to act in his name and place on his behalf with
respect to all matters relating to or in connection with the acquisition,
ownership and sale or other disposition by EXOR GROUP S.A., a Luxembourg
corporation, or any of its existing or future affiliates of direct or
indirect interests in any entity (incorporated or unincorporated) or in
any assets or properties (tangible or intangible) of any such entity, and
to take all actions and execute and deliver all instruments and documents
incidental or ancillary thereto, including, but not limited to, the
certificates, notices or agreements necessary or appropriate to be
executed in connection therewith and any reports to be filed with the
United States Securities and Exchange Commission pursuant to Sections
13(d), 13(g) and 16 of Securities Exchange Act of 1934, as amended, and
to file any such other reports, documents and certificates with any
state, local or other agencies and instrumentalities and other persons
with which such other reports, documents or certificates are required to
be filed or delivered, granting unto said attorneys-in-fact and agents
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 that said attorneys-in-fact and agents, or
other substitutes, may lawfully do or cause to be done.
/S/ Giovanni Agnelli
----------------------------
Giovanni Agnelli
Date: December 15, 1995
Page 26 of 30 Pages
EXHIBIT 7
POWER OF ATTORNEY
The undersigned, UMBERTO AGNELLI, in his capacity as
Accamandatario (I.E., General Partner) of Giovanni Agnelli e C. S.a.a.,
an Italian limited partnership represented by shares, hereby constitutes
and appoints Ernest Rubenstein, Peter J. Rothenberg and Richard S.
Borisoff of Paul, Weiss, Rifkind, Wharton & Garrison, New York, New York,
and each of them, severally, with full power of substitution, his true
and lawful attorneys-in-fact and agents, in any and all capacities, with
full power and authority to act in his name and place on his behalf with
respect to all matters relating to or in connection with the acquisition,
ownership and sale or other disposition by EXOR GROUP S.A., a Luxembourg
corporation, or any of its existing or future affiliates of direct or
indirect interests in any entity (incorporated or unincorporated) or in
any assets or properties (tangible or intangible) of any such entity, and
to take all actions and execute and deliver all instruments and documents
incidental or ancillary thereto, including, but not limited to, the
certificates, notices or agreements necessary or appropriate to be
executed in connection therewith and any reports to be filed with the
United States Securities and Exchange Commission pursuant to Sections
13(d), 13(g) and 16 of Securities Exchange Act of 1934, as amended, and
to file any such other reports, documents and certificates with any
state, local or other agencies and instrumentalities and other persons
with which such other reports, documents or certificates are required to
be filed or delivered, granting unto said attorneys-in-fact and agents
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 that said attorneys-in-fact and agents, or
other substitutes, may lawfully do or cause to be done.
/S/ Umberto Agnelli
----------------------------
Umberto Agnelli
Date: December 15, 1995
Page 27 of 30 Pages
EXHIBIT 8
POWER OF ATTORNEY
The undersigned, CARLO CAMERANA, in his capacity as
Accamandatario (I.E., General Partner) of Giovanni Agnelli e C. S.a.a.,
an Italian limited partnership represented by shares, hereby constitutes
and appoints Ernest Rubenstein, Peter J. Rothenberg and Richard S.
Borisoff of Paul, Weiss, Rifkind, Wharton & Garrison, New York, New York,
and each of them, severally, with full power of substitution, his true
and lawful attorneys-in-fact and agents, in any and all capacities, with
full power and authority to act in his name and place on his behalf with
respect to all matters relating to or in connection with the acquisition,
ownership and sale or other disposition by EXOR GROUP S.A., a Luxembourg
corporation, or any of its existing or future affiliates of direct or
indirect interests in any entity (incorporated or unincorporated) or in
any assets or properties (tangible or intangible) of any such entity, and
to take all actions and execute and deliver all instruments and documents
incidental or ancillary thereto, including, but not limited to, the
certificates, notices or agreements necessary or appropriate to be
executed in connection therewith and any reports to be filed with the
United States Securities and Exchange Commission pursuant to Sections
13(d), 13(g) and 16 of Securities Exchange Act of 1934, as amended, and
to file any such other reports, documents and certificates with any
state, local or other agencies and instrumentalities and other persons
with which such other reports, documents or certificates are required to
be filed or delivered, granting unto said attorneys-in-fact and agents
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 that said attorneys-in-fact and agents, or
other substitutes, may lawfully do or cause to be done.
/S/ Carlo Camerana
----------------------------
Carlo Camerana
Date: December 31, 1995
Page 28 of 30 Pages
EXHIBIT 9
POWER OF ATTORNEY
The undersigned, GIANLUIGI GABETTI, in his capacity as
Accamandatario (I.E., General Partner) of Giovanni Agnelli e C. S.a.a.,
an Italian limited partnership represented by shares, hereby constitutes
and appoints Ernest Rubenstein, Peter J. Rothenberg and Richard S.
Borisoff of Paul, Weiss, Rifkind, Wharton & Garrison, New York, New York,
and each of them, severally, with full power of substitution, his true
and lawful attorneys-in-fact and agents, in any and all capacities, with
full power and authority to act in his name and place on his behalf with
respect to all matters relating to or in connection with the acquisition,
ownership and sale or other disposition by EXOR GROUP S.A., a Luxembourg
corporation, or any of its existing or future affiliates of direct or
indirect interests in any entity (incorporated or unincorporated) or in
any assets or properties (tangible or intangible) of any such entity, and
to take all actions and execute and deliver all instruments and documents
incidental or ancillary thereto, including, but not limited to, the
certificates, notices or agreements necessary or appropriate to be
executed in connection therewith and any reports to be filed with the
United States Securities and Exchange Commission pursuant to Sections
13(d), 13(g) and 16 of Securities Exchange Act of 1934, as amended, and
to file any such other reports, documents and certificates with any
state, local or other agencies and instrumentalities and other persons
with which such other reports, documents or certificates are required to
be filed or delivered, granting unto said attorneys-in-fact and agents
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 that said attorneys-in-fact and agents, or
other substitutes, may lawfully do or cause to be done.
/S/ Gianluigi Gabetti
----------------------------
Gianluigi Gabetti
Date: December 15, 1995
Page 29 of 30 Pages
EXHIBIT 10
POWER OF ATTORNEY
The undersigned, GABRIELE GALATERI GENOLA, in his capacity as
Accamandatario (I.E., General Partner) of Giovanni Agnelli e C. S.a.a.,
an Italian limited partnership represented by shares, hereby constitutes
and appoints Ernest Rubenstein, Peter J. Rothenberg and Richard S.
Borisoff of Paul, Weiss, Rifkind, Wharton & Garrison, New York, New York,
and each of them, severally, with full power of substitution, his true
and lawful attorneys-in-fact and agents, in any and all capacities, with
full power and authority to act in his name and place on his behalf with
respect to all matters relating to or in connection with the acquisition,
ownership and sale or other disposition by EXOR GROUP S.A., a Luxembourg
corporation, or any of its existing or future affiliates of direct or
indirect interests in any entity (incorporated or unincorporated) or in
any assets or properties (tangible or intangible) of any such entity, and
to take all actions and execute and deliver all instruments and documents
incidental or ancillary thereto, including, but not limited to, the
certificates, notices or agreements necessary or appropriate to be
executed in connection therewith and any reports to be filed with the
United States Securities and Exchange Commission pursuant to Sections
13(d), 13(g) and 16 of Securities Exchange Act of 1934, as amended, and
to file any such other reports, documents and certificates with any
state, local or other agencies and instrumentalities and other persons
with which such other reports, documents or certificates are required to
be filed or delivered, granting unto said attorneys-in-fact and agents
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 that said attorneys-in-fact and agents, or
other substitutes, may lawfully do or cause to be done.
/S/ Gabriele Galateri Genola
----------------------------
Gabriele Galateri Genola
Date: December 31, 1995
EXHIBIT 11
POWER OF ATTORNEY
The undersigned, CESARE ROMITI, in his capacity as
Accamandatario (I.E., General Partner) of Giovanni Agnelli e C. S.a.a.,
an Italian limited partnership represented by shares, hereby constitutes
and appoints Ernest Rubenstein, Peter J. Rothenberg and Richard S.
Borisoff of Paul, Weiss, Rifkind, Wharton & Garrison, New York, New York,
and each of them, severally, with full power of substitution, his true
and lawful attorneys-in-fact and agents, in any and all capacities, with
full power and authority to act in his name and place on his behalf with
respect to all legal, contractual or regulatory matters relating to or in
connection with the acquisition, ownership and sale or other disposition
by EXOR GROUP S.A., a Luxembourg corporation, or any of its existing or
future affiliates of direct or indirect interests in any entity
(incorporated or unincorporated) or in any assets or properties (tangible
or intangible) of any such entity, and to take all actions and execute
and deliver all instruments and documents incidental or ancillary
thereto, including, but not limited to, the certificates, notices or
agreements necessary or appropriate to be executed in connection
therewith and any reports to be filed with the United States Securities
and Exchange Commission pursuant to Section 13(d), 13(g) and 16 of
Securities Exchange Act of 1934, as amended, and to file any such other
reports, documents and certificates with any state, local or other
agencies and instrumentalities and other persons with which such other
reports, documents or certificates are required to be filed or delivered,
granting unto said attorneys-in-fact and agents 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
that said attorneys-in-fact and agents, or other substitutes, may
lawfully do or cause to be done.
/S/ Cesare Romiti
----------------------------
Cesare Romiti
Date: December 21, 1995