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1 AS FILED WITH THE COMMISSION ON JULY 17, 1998 REGISTRATION NO. 33-62209 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------- POST-EFFECTIVE AMENDMENT NUMBER ONE TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------------------- LEAR CORPORATION (Exact name of registrant as specified in its charter) Delaware 13-3386776 - ------------------------------- ------------------------------------ (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 21557 Telegraph Road 48086-5008 Southfield, Michigan ---------- -------------------- (zip code) (Address of principal executive offices) Lear Seating Corporation 401(k) Plan for Hourly Employees of the Hammond Plant Lear Seating Corporation 401(k) Plan for Hourly Associates of the Duncan Plant Lear Seating Corporation 401(k) Plan for Hourly Employees of the St. Louis Plant (Full title of the Plans) - -------------------------------------------------------------------------------- Joseph F. McCarthy Vice President, Secretary and General Counsel Lear Corporation 21557 Telegraph Road Southfield, Michigan 48086-5008 ------------------------------- (Name and address of agent for service) (248) 746-1500 ------------------------------------------------------------- (Telephone number, including area code, of agent for service) 2 PART II INFORMATION REQUIRED IN THIS REGISTRATION STATEMENT ITEM 9. UNDERTAKINGS Pursuant to undertakings set forth in its Registration Statement on Form S-8 Number 33-62209 (the "Form S-8" OR "Registration Statement")), Lear Corporation (the "Company") hereby removes from registration any and all remaining shares of common Stock registered under the Company's Form S-8 which have not been issued or reserved for issuance under the Lear Seating Corporation 401(k) Plan for Hourly Employees of the Hammond Plant, the Lear Seating Corporation 401(k) Plan for Hourly Associates of the Duncan Plant or the Lear Seating Corporation 401(k) Plan for Hourly Employees of the St. Louis Plant as of the date specified below. 3 SIGNATURES Pursuant to the requirements of the Securities Act, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment Number One tothis Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Southfield, Michigan on the 17th day of July, 1998. 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, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date - --------- ----- ---- /s/ Kenneth L. Way Chairman of the Board and July 17, 1998 - ------------------------- Chief Executive Officer Kenneth L. Way (Principal Executive Officer) * Director, President and Chief July 17, 1998 - ------------------------- Operating Officer -- Robert E. Rossiter International Operations * Director, President and Chief July 17, 1998 - ------------------------- Operating Officer -- North James H. Vandenberghe American Operations /s/ Donald J. Stebbins Senior Vice President and July 17, 1998 - ------------------------- Chief Financial Officer Donald J. Stebbins (Principal Financial and Principal Accounting Officer) * Director July 17, 1998 - ------------------------- Gian Andrea Botta Director - ------------------------- Irma B. Elder * Director July 17, 1998 - ------------------------- Larry W. McCurdy Director - ------------------------- Roy E. Parrott * Director July 17, 1998 - ------------------------- Robert W. Shower * Director July 17, 1998 - ------------------------- David P. Spalding * Director July 17, 1998 - ------------------------- James A. Stern 4 *By: /s/ Kenneth L. Way ---------------------------------- Kenneth L. Way Attorney-in-fact (pursuant to powers of attorney dated August 29, 1995 included on the signature page of Registration No. 33-62209) Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned (or other persons who administer the Plans) have duly caused this Post-Effective Amendment Number One to this Registration Statement to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of Southfield, Michigan as of July 17, 1998. LEAR SEATING CORPORATION 401(K) PLAN FOR HOURLY EMPLOYEES OF THE HAMMOND PLANT By: Lear Corporation (f/k/a Lear Seating Corporation), as Plan Administrator By: /s/ Michael Miller -------------------------------------------- Name: Michael Miller Title: Secretary, Employee Benefits Committee LEAR SEATING CORPORATION 401(K) PLAN FOR HOURLY EMPLOYEES OF THE DUNCAN PLANT By: Lear Corporation (f/k/a Lear Seating Corporation), as Plan Administrator By: /s/ Michael Miller -------------------------------------------- Name: Michael Miller Title: Secretary, Employee Benefits Committee LEAR SEATING CORPORATION 401(K) PLAN FOR HOURLY EMPLOYEES OF THE ST. LOUIS PLANT By: Lear Corporation (f/k/a Lear Seating Corporation), as Plan Administrator By: /s/ Michael Miller -------------------------------------------- Name: Michael Miller Title: Secretary, Employee Benefits Committee