Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 13, 2003
LEAR CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 1-11311 | 13-3386776 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification Number) | ||
| 21557 Telegraph Road, Southfield, MI | 48034 | |||
| (Address of principal executive offices) | (Zip Code) |
(248) 447-1500
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
| SIGNATURE | ||||||||
| EXHIBIT INDEX | ||||||||
| Press Release dated November 13, 2003 | ||||||||
| Press Release dated November 13, 2003 | ||||||||
Table of Contents
Item 5. Other Events and Regulation FD Disclosure
On November 13, 2003, Lear Corporation issued a press release announcing that Richard F. Wallman has been appointed to Lear’s Board of Directors. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
On November 13, 2003, Lear Corporation issued a press release announcing that its Board of Directors has declared a quarterly cash dividend of $0.20 per share, payable on January 9, 2004 to shareholders of record at the close of business on December 15, 2003. A copy of the press release is attached hereto as Exhibit 99.2 and incorporated by reference herein.
Item 7. Financial Statements and Exhibits
(c) Exhibits
| 99.1 | Press release issued November 13, 2003, filed herewith. |
| 99.2 | Press release issued November 13, 2003, filed herewith. |
2
Table of Contents
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| LEAR CORPORATION, | ||||
| a Delaware corporation | ||||
| Date: November 13, 2003 | By: | /s/ Daniel A. Ninivaggi | ||
| Name: | Daniel A. Ninivaggi | |||
| Title: | Vice President, Secretary and | |||
| General Counsel | ||||
3
Table of Contents
EXHIBIT INDEX
| Exhibit No. | Description | |||||
| 99.1 | Press release issued November 13, 2003, filed herewith. | |||||
| 99.2 | Press release issued November 13, 2003, filed herewith. |
4
Exhibit 99.1
FOR IMMEDIATE RELEASE
| Contacts: Analysts — Mel Stephens (248) 447-1624 |
| Media — Andrea Puchalsky (248) 447-1651 |
Lear Corporation Appoints Richard F. Wallman
to Board of Directors
Southfield, Mich., November 13, 2003 — Lear Corporation [NYSE: LEA] today announced that Richard F. Wallman has been appointed to Lear’s Board of Directors. Wallman’s appointment is effective immediately.
Wallman has more than 25 years of executive-level operations and financial oversight experience, most recently as senior vice president and chief financial officer of AlliedSignal and Honeywell International, Inc. He has also held positions with IBM, Chrysler Corporation and Ford Motor Company. He currently sits on the boards of directors for J.M. Huber Corporation, Hayes Lemmerz International and Ariba Inc.
“Richard Wallman is an outstanding addition to the Lear Corporation board given his automotive experience and extensive financial background at leading multi-national corporations,” said Bob Rossiter, chairman and chief executive officer. “We welcome Richard’s strong financial and business acumen as we continue to focus on taking care of our customers, growing our business worldwide and delivering superior value to our shareholders.”
Wallman received a bachelor of science degree in Electrical Engineering from Vanderbilt University and a master in business administration degree from the University of Chicago.
Lear Corporation, a Fortune 500 company headquartered in Southfield, Mich., USA, focuses on integrating complete automotive interiors, including seat systems, interior trim and electrical systems. With annual net sales of $14.4 billion in 2002, Lear is the world’s largest automotive interior systems supplier. The company’s world-class products are designed, engineered and manufactured by more than 115,000 employees at 280 facilities located in 33 countries. Additional information about Lear and its products is available on the Internet at www.lear.com.
Exhibit 99.2
FOR IMMEDIATE RELEASE
| Contacts: Analysts — Mel Stephens (248) 447-1624 |
| Media — Andrea Puchalsky (248) 447-1651 |
Lear Corporation Initiates Quarterly Cash Dividend
Southfield, Mich., November 13, 2003 — Lear Corporation [NYSE: LEA] today announced that its Board of Directors has declared a quarterly cash dividend of $0.20 per share, payable on January 9, 2004 to shareholders of record at the close of business on December 15, 2003.
“The initiation of a dividend reflects our earnings performance and the prospect of continued strong cash generation in the future,” said Bob Rossiter, Lear Chairman and Chief Executive Officer.
Rossiter continued, “The payment of a dividend will complement our existing programs of reinvesting cash for growth and further debt reduction. Going forward, our company remains focused on delivering strong cash flows, and we are committed to investing this cash in order to maximize shareholder value.”
Lear Corporation, a Fortune 500 company headquartered in Southfield, Mich., USA, focuses on integrating complete automotive interiors, including seat systems, interior trim and electrical systems. With annual net sales of $14.4 billion in 2002, Lear is the world’s largest automotive interior systems supplier. The company’s world-class products are designed, engineered and manufactured by 115,000 employees in more than 280 facilities located in 33 countries. Additional information about Lear and its products is available on the Internet at www.lear.com.
-more-
Forward-Looking Statements
This news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are subject to certain risks and uncertainties, including but not limited to general economic conditions in the markets in which the Company operates, including changes in interest rates and fuel prices, fluctuations in the production of vehicles for which the Company is a supplier, labor disputes involving the Company or its significant customers or that otherwise affect the Company, the Company’s ability to achieve cost reductions that offset or exceed customer-mandated selling price reductions, increases in warranty costs, risks associated with conducting business in foreign countries, fluctuations in currency exchange rates, adverse changes in economic conditions or political instability in the jurisdictions in which the Company operates, competitive conditions impacting the Company’s key customers, raw material cost and availability, the outcome of legal proceedings, unanticipated changes in free cash flow and other risks detailed from time to time in the Company’s Securities and Exchange Commission filings. These forward-looking statements are made as of the date hereof, and the Company does not assume any obligation to update them.
# # #