1 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ SCHEDULE 14D-1 TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2) AND SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2) ------------------------ AUTOMOTIVE INDUSTRIES HOLDING, INC. ------------------------ (NAME OF SUBJECT COMPANY) AIHI ACQUISITION CORP. LEAR SEATING CORPORATION ------------------------ (BIDDERS) CLASS A COMMON STOCK, PAR VALUE $.01 PER SHARE ------------------------ (TITLE OF CLASS OF SECURITIES) 05329E 10 2 ------------------------ (CUSIP NUMBER OF CLASS OF SECURITIES) JAMES H. VANDENBERGHE 21557 TELEGRAPH ROAD SOUTHFIELD, MICHIGAN 48034 (810) 746-1500 ------------------------ (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSONS AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF BIDDERS) Copy to: JOHN L. MACCARTHY, ESQ. WINSTON & STRAWN 35 WEST WACKER DRIVE SUITE 4200 CHICAGO, ILLINOIS 60601 (312) 558-5600 ------------------------ CALCULATION OF FILING FEE -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- * Estimated solely for purposes of calculating the amount of filing fee. The amount assumes the purchase of 19,121,827 shares of Class A Common Stock, par value $.01 per share of the Subject Company (the "Shares"), at a price per Share of $33.50 in cash. Such number of Shares represents all of the Shares outstanding as of June 30, 1995 on a fully-diluted basis, assuming the exercise of all existing options and warrants to acquire Shares and the exchange of all outstanding promissory notes or shares of capital stock exchangeable into Shares and including Shares issuable under the Subject Company's Employee Stock Discount Purchase Plan. /X/ Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
TRANSACTION VALUATION* AMOUNT OF FILING FEE --------------------------------------------------------------------------------------------- $640,581,204 $128,116.24 PAGE 1 OF 6 PAGES. EXHIBIT INDEX ON PAGE 4. -------------------------------------------------------------------------------- --------------------------------------------------------------------------------
AMOUNT PREVIOUSLY PAID: $128,116.24 FILING PARTY: AIHI ACQUISITION CORP. LEAR SEATING CORPORATION FORM OR REGISTRATION NO.: SCHEDULE 14D-1 DATE FILED: JULY 20, 1995 AND SCHEDULE 13D 2 Lear Seating Corporation, a Delaware corporation (the "Parent"), and AIHI Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of the Parent (the "Purchaser"), hereby amend and supplement their Tender Offer Statement on Schedule 14D-1 and Schedule 13D, filed on July 20, 1995 (as amended, the "Schedule 14D-1/13D"), relating to the offer by the Purchaser and Parent to purchase all of the outstanding shares of Class A Common Stock, par value $.01 per share (the "Shares"), of Automotive Industries Holding, Inc. (the "Company"), as set forth in this Amendment No. 2. The item numbers and responses thereto below are in accordance with the requirements of Schedule 14D-1. Unless otherwise indicated, all capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Schedule 14D-1/13D. ITEM 4. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATIONS. Item 4(b) is hereby amended to add the following: On August 4, 1995, Parent filed a registration statement with the Securities and Exchange Commission covering 10,000,000 shares of common stock of Parent to be issued and sold by Parent and 5,000,000 shares of common stock of Parent to be sold by certain selling stockholders. Proceeds from the sale of common stock by Parent will be used to repay a portion of the indebtedness to be incurred under the Credit Facility. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. Item 11 is hereby amended and supplemented by adding the following exhibits: (a)(11) Text of Press Release, dated August 4, 1995, issued by Parent. 2 3 SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: August 4, 1995 AIHI ACQUISITION CORP. By: /s/ Joseph F. McCarthy -------------------------------------- Name: Joseph F. McCarthy Title: Vice President, Secretary and General Counsel LEAR SEATING CORPORATION By: /s/ Joseph F. McCarthy -------------------------------------- Name: Joseph F. McCarthy Title: Vice President, Secretary and General Counsel 3 4 EXHIBIT INDEX ------------------------- * Previously filed
EXHIBIT EXHIBIT NUMBER EXHIBIT NAME PAGE ---------- ------------------------------------------------------------------------ ------- (a)(1) -- Offer to Purchase. * (a)(2) -- Letter of Transmittal. * (a)(3) -- Notice of Guaranteed Delivery. * (a)(4) -- Letter to Brokers, Dealers, Banks, Trust Companies and Other Nominees. * (a)(5) -- Letter to Clients for use by Brokers, Dealers, Banks, Trust Companies * and Other Nominees. (a)(6) -- Guidelines for Certification of Taxpayer Identification Number on * Substitute Form W-9. (a)(7) -- Form of Summary Advertisement dated July 20, 1995. * (a)(8) -- Text of Press Release, dated July 17, 1995, issued by the Company and * the Parent. (a)(9) -- Text of Press Release, dated July 20, 1995, issued by Parent. * (a)(10) -- Letter to Participants in the Employee Stock Discount Purchase Plan of the Company. (a)(11) -- Text of Press Release, dated August 4, 1995, issued by Parent. (b)(1) -- Commitment Letter, dated July 7, 1995, from Chemical Bank and Chemical * Securities Inc. (c)(1) -- Agreement and Plan of Merger, dated as of July 16, 1995, among the * Purchaser, Parent and the Company. (c)(2) -- Stockholders Agreement, dated as of July 16, 1995, among the Purchaser, * Parent and J2R Corporation, S.A. Johnson and Scott D. Rued. (c)(3) -- Stockholders Agreement, dated as of July 16, 1995, among the Purchaser, * Parent and ONEX DHC LLC. (c)(4) -- Noncompete Agreement dated as of July 16, 1995, among the Purchaser, * Parent and J2R Corporation, Hidden Creek Industries, S.A. Johnson and Scott D. Rued. (c)(5) -- Confidentiality Agreement, dated April 18, 1995, between Parent and the * Company. (c)(6) -- Waiver to Stockholders Agreement, dated as of July 26, 1995, among the * Purchaser, the Parent and S.A. Johnson. (d) -- None. (e) -- Not applicable. (f) -- None.
1 EXHIBIT (A)(11) FOR IMMEDIATE RELEASE ANALYSTS: JONATHAN PEISNER (810) 746-1624 MEDIA: LESLIE TOUMA (810) 746-1678 LEAR SEATING CORPORATION TO ISSUE 10,000,000 SHARES OF COMMON STOCK SOUTHFIELD, MI, AUGUST 4, 1995 -- Lear Seating Corporation (NYSE: LEA) announced plans to issue 10,000,000 shares of common stock under a registration statement filed today with the Securities and Exchange Commission. Additionally, the Company's largest shareholders, certain merchant banking partnerships affiliated with Lehman Brothers Holdings Inc. and FIMA Finance Management Inc., are selling 4,125,000 shares and 875,000 shares, respectively, which are also included under the registration statement. The sale of the securities is expected to occur in September. The proceeds from the sale of the common stock by the Company will be used to repay a portion of the indebtedness anticipated to be incurred in connection with the Company's planned acquisition of Automotive Industries Holding, Inc. The offering will be managed by Lehman Brothers Inc., Morgan Stanley & Co. Inc., PaineWebber, Inc. and Schroder Wertheim & Co. The selling stockholders have granted the underwriters an option to purchase up to an additional 2,250,000 shares to cover over-allotments, if any. 2 Lear Seating Corporation is the world's leading supplier of automotive seat systems. A registration statement relating to these securities has been filed with the Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The offering of these securities may only be made by prospectus available from one of the underwriters. A copy of the preliminary prospectus relating to these securities, when it becomes available, may be obtained from Lehman Brothers, Three World Financial Center, New York, New York 10285.