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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Schedule 13G
Amendment No. 3
Under the Securities Exchange Act of 1934
Lear Seating Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
521893107000
(CUSIP Number)
Check the following box if a fee is being paid with this statement.
( )NOT APPLICABLE
The information required in the remainder of this cover page (except any items
to which the form provides a cross-reference) 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.
CUSIP No.
521893107000
1) Names of Reporting Person
Lehman Brothers Holdings Inc.
S.S. or I.R.S. Identification No. of Above Person
13-3216325
2) Check the Appropriate box if a Member of a Group
(a) ( ) Sole
(b) ( X ) Joint Filing
3) SEC Use Only
4) Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:
5) Sole Voting Power
-0-
6) Shared Voting Power
-0-
7) Sole Dispositive Power
-0-
8) Shared Dispositive Power
-0-
9) Aggregate Amount Beneficially Owned by Each Reporting Person
-0-
10) Check if the Aggregate Amount in Row (9) Excludes Certain
Shares
(---)
11) Percent of Class Represented by Amount in Row 9
0.00%
12) Type of Reporting Person
HC/CO
CUSIP No.
521893107000
1) Names of Reporting Person
Lehman Brothers Merchant Banking Portfolio Partnership, L.P.
S.S. or I.R.S. Identification No. of Above Person
13-354405
2) Check the Appropriate box if a Member of a Group
(a) ( ) Sole
(b) ( X ) Joint Filing
3) SEC Use Only
4) Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:
5) Sole Voting Power
-0-
6) Shared Voting Power
-0-
7) Sole Dispositive Power
-0-
8) Shared Dispositive Power
-0-
9) Aggregate Amount Beneficially Owned by Each Reporting Person
-0-
10) Check if the Aggregate Amount in Row (9) Excludes Certain
Shares
(---)
11) Percent of Class Represented by Amount in Row 9
0.00%
12) Type of Reporting Person
PN
CUSIP No.
521893107000
1) Names of Reporting Person
Lehman Brothers Offshore Investment Partnership L.P.
S.S. or I.R.S. Identification No. of Above Person
2) Check the Appropriate box if a Member of a Group
(a) ( ) Sole
(b) ( X ) Joint Filing
3) SEC Use Only
4) Citizenship or Place of Organization
Bermuda
Number of Shares Beneficially Owned by Each Reporting Person With:
5) Sole Voting Power
-0-
6) Shared Voting Power
-0-
7) Sole Dispositive Power
-0-
8) Shared Dispositive Power
-0-
9) Aggregate Amount Beneficially Owned by Each Reporting
Person
-0-
10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(---)
11) Percent of Class Represented by Amount in Row 9
0.00%
12) Type of Reporting Person
PN
CUSIP No.
521893107000
1) Names of Reporting Person
Lehman Brothers Capital Partnership II, L.P.
S.S. or I.R.S. Identification No. of Above Person
13-354406
2) Check the Appropriate box if a Member of a Group
(a) ( ) Sole
(b) ( X ) Joint Filing
3) SEC Use Only
4) Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:
5) Sole Voting Power
-0-
6) Shared Voting Power
-0-
7) Sole Dispositive Power
-0-
8) Shared Dispositive Power
-0-
9) Aggregate Amount Beneficially Owned by Each Reporting
Person
-0-
10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(---)
11) Percent of Class Represented by Amount in Row 9
0.00%
12) Type of Reporting Person
PN
CUSIP No.
521893107000
1) Names of Reporting Person
Lehman Brothers Offshore Investment Partnership -- Japan L.P.
S.S. or I.R.S. Identification No. of Above Person
2) Check the Appropriate box if a Member of a Group
(a) ( ) Sole
(b) ( X ) Joint Filing
3) SEC Use Only
4) Citizenship or Place of Organization
Bermuda
Number of Shares Beneficially Owned by Each Reporting Person With:
5) Sole Voting Power
-0-
6) Shared Voting Power
-0-
7) Sole Dispositive Power
-0-
8) Shared Dispositive Power
-0-
9) Aggregate Amount Beneficially Owned by Each Reporting Person
-0-
10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(---)
11) Percent of Class Represented by Amount in Row 9
0.00%
12) Type of Reporting Person
PN
Item 1(a). Name of Issuer: Lear Seating Corporation
Item 1(b). Address of Issuer's Principal Executive Offices:
21557 Telegraph Road, Southfield, Michigan 48034
Item 2(a). Name of Person Filing:
(i) Lehman Brothers Holdings Inc.
Lehman Brothers Merchant Banking Portfolio
Partnership, L.P.
Lehman Brothers Capital Partners II, L.P.
(ii) Lehman Brothers Offshore Investment Partnership L.P.
Lehman Brothers Offshore Investment Partnership -- Japan L.P.
Item 2(b). Address of Principal Business Office:
(i) 3 World Financial Center
New York, NY 10285
(ii) Clarendon House, Church Street
Hamilton, Bermuda
Item 2(c). Citizenship or Place of Organization:
See Item 4 of cover pages
Item 2(d). Title of Class of Securities:
Common
Item 2(e). CUSIP Number:
521893107000
Item 3. Information if statement is filed pursuant to Rules
13d-1(b) or 13d-2(b):
Not Applicable
Item 4. Ownership
(a) Amount Beneficially Owned as of: June 30, 1997
See Item 9 of cover pages
(b) Percent of Class:
See Item 11 of cover pages
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote
(ii) shared power to vote or to direct the vote
(iii)sole power to dispose or to direct the disposition
(iv) shared power to dispose or to direct the disposition
See Items 5-8 of cover pages
Item 5. Ownership of Five Percent or Less of a Class
This statement is being filed to report that as of June 30,
1997, the Reporting Persons ceased to be the beneficial owners of more than 5%
of the class of securities covered by this report.
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
The relevant subsidiaries are LB I Group Inc. and Lehman
Brothers Offshore Partners Ltd. Lehman Brothers Offshore
Partners Ltd. is the General Partner of Lehman Brothers
Offshore Investment Partnership L.P. and Lehman Brothers
Offshore Investment Partnership - Japan L.P. LB I Group is the
general partner of Lehman Brothers Merchant Banking and the
parent of Lehman Brothers Offshore Partners Ltd. Lehman
Brothers Holdings Inc. is the General Partner of Lehman
Brothers Capital Partnership II, L.P. and the indirect parent
of LB I Group.
Item 8. Identification and Classification of Members of the Group
Not Applicable.
Item 9. Notice of Dissolution of Group
Not Applicable.
Item 10. Certification
By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired in the ordinary course of business
and were not acquired for the purpose of and do not have the effect of changing
or influencing the control of the issuer of such securities and were not
acquired in connection with or as a participant in any transaction having such
purposes or effect.
After reasonable inquiry and to the best of the undersigned's knowledge and
belief, the undersigned hereby certifies that the information set forth in this
statement is true, complete and correct.
Dated: June 30, 1997
LEHMAN BROTHERS HOLDINGS INC.
By: /s/ Karen C. Manson
-------------------
Name: Karen C. Manson
Title: Vice President
Secretary
LEHMAN BROTHERS MERCHANT BANKING PORTFOLIO PARTNERSHIP, L.P.
By: /s/ Karen C. Manson
-------------------
Name: Karen C. Manson
Title: Authorized Signatory
LEHMAN BROTHERS OFFSHORE INVESTMENT PARTNERSHIP -- JAPAN L.P.
By: /s/ Karen C. Manson
-------------------
Name: Karen C. Manson
Title: Authorized Signatory
LEHMAN BROTHERS OFFSHORE INVESTMENT PARTNERSHIP L.P.
By: /s/ Karen C. Manson
-------------------
Name: Karen C. Manson
Title: Authorized Signatory
LEHMAN BROTHERS CAPITAL PARTNERS II, L.P.
By: /s/ Karen C. Manson
-------------------
Name: Karen C. Manson
Title: Authorized Signatory