sctoviza
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
(AMENDMENT NO. 2)
(RULE 13e-4)
TENDER OFFER STATEMENT
UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
Lear Corporation
(Name of Subject Company (Issuer) and Filing Person (Offeror))
Restricted Stock Unit Awards
(Title of Class of Securities)
521865105
(CUSIP Number of Class of Securities)
(Underlying Common Stock)
Terrence B. Larkin
Senior Vice President, General Counsel, and Corporate Secretary
Lear Corporation
21557 Telegraph Road
Southfield, MI 48033
(248) 447-1500
(Name, address and telephone number of person authorized to receive notices and communications on
behalf of filing person)
With a Copy to:
Bruce A. Toth
Winston & Strawn LLP
35 W. Wacker Drive
Chicago, IL 60601
(312) 558-5600
CALCULATION OF FILING FEE
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Transaction valuation* |
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Amount of filing fee |
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$3,648,322
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143.38 |
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Calculated solely for purposes of determining the filing fee. This amount assumes that 231,492 restricted stock unit awards, which have an approximate
aggregate value of $3,648,322, will be exchanged for stock appreciation rights and/or credits to notional cash accounts pursuant to the terms of this offer.
The aggregate value of such restricted stock unit awards was calculated based on the average of the high and low market price of Lear Corporations common
stock, par value $0.01 per share, as reported by the New York Stock Exchange on August 12, 2008. The amount of the filing fee, calculated in accordance with
Rule 0-11(b) of the Securities Exchange Act of 1934, as amended, equals $39.30 per million of the transaction valuation. |
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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. |
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Amount Previously Paid: |
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$143.38 |
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Filing party: |
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Lear Corporation |
Form or Registration No.: |
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Schedule TO |
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Date filed: |
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August 14, 2008 |
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
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third party tender offer subject to Rule 14d-1. |
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issuer tender offer subject to Rule 13e-4. |
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going-private transaction subject to Rule 13e-3. |
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amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender
offer:o
INTRODUCTORY STATEMENT
This Amendment No. 2 to Schedule TO (this Amendment) amends and supplements the Rule
13e-4 Tender Offer Statement on Schedule TO originally filed on August 14, 2008, and amended on
August 20, 2008 (as amended and supplemented, the Statement), with the Securities and
Exchange Commission (the SEC) pursuant to Section 13(e) of the Securities Exchange Act of
1934, as amended (the Act), in connection with the offer by Lear Corporation
(Lear) to certain of its eligible employees to exchange, in 25% increments, up to 50% of
outstanding restricted stock unit awards issued to such employees under the Lear Corporation
Management Stock Purchase Plan (the MSPP) for (i) a cash-settled stock appreciation
right, (ii) a credit to the employees notional dollar-denominated, interest-bearing deferred
compensation account established under the MSPP or (iii) a combination thereof, upon the terms and
subject to the conditions set forth in the Offer to Exchange Eligible Restricted Stock Unit Awards,
dated August 14, 2008, filed as Exhibit (a)(1) to the Statement (the Offer to Exchange),
as supplemented and amended by the Supplement to Offer to Exchange Eligible Restricted Stock Unit
Awards, dated August 27, 2008 (the Supplement), filed as Exhibit (a)(9) to this
Amendment, the Acceptance Letter, filed as Exhibit (a)(3) to this Amendment (the Acceptance
Letter), and the Withdrawal Letter, filed as Exhibit (a)(4) to this Amendment (the
Withdrawal Letter).
ITEM 1. SUMMARY TERM SHEET.
Item 1 of the Statement is amended and supplemented to add the following:
The information set forth in the Supplement under the captions Generally Expiration Date and
Offer to Exchange Summary Term Sheet is incorporated by reference herein.
ITEM 4. TERMS OF THE TRANSACTION.
Item 4(a) of the Statement is amended and supplemented to add the following:
The information set forth in the Supplement under the following captions is incorporated by
reference herein: Generally Expiration Date, Offer to Exchange Summary Term Sheet, Offer
to Exchange Terms of the Offer Conditions to the Offer, and Offer to Exchange Terms of the
Offer Extension of the Offer; Termination; Amendment.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
Item 6 of the Statement is amended and supplemented to replace Item 6(c) with the following
language:
(c) Plans. Except for the transactions contemplated by the Offer and described in the Offer to
Exchange and the Supplement, Lear has no plans, proposals or negotiations that relate to or would
result in:
(1) Any extraordinary transaction, such as a merger, reorganization or liquidation,
involving the Company or any of its subsidiaries;
(2) Any purchase, sale or transfer of a material amount of assets of the Company or any of
its subsidiaries;
(3) Any material change in the present dividend rate or policy, or indebtedness or
capitalization of the Company;
(4) Any change in the present board of directors or management of the Company, including,
but not limited to, any plans or proposals to change the number or the term of directors or
to fill any existing vacancies on the board or to change any material term of the employment
contract of any executive officer;
(5) Any other material change in the Companys corporate structure or business;
(6) Any class of equity securities of the Company to be delisted from the New York Stock
Exchange;
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(7) Any class of equity securities of the Company becoming eligible for termination of
registration under Section 12(g)(4) of the Act;
(8) The suspension of the Companys obligation to file reports under Section 15(d) of the
Act;
(9) The acquisition by any person of additional securities of the Company, or the
disposition of securities of the Company; or
(10) Any changes in the Companys charter, bylaws or other governing instruments or other
actions that could impede the acquisition of control of the Company.
ITEM 10. FINANCIAL STATEMENTS.
Item 10 of the Statement is amended and supplemented to add the following:
The information set forth in the Supplement under the caption Offer to Exchange Terms of the
Offer Information Regarding Lear Financial Information is incorporated herein by reference.
ITEM 12. EXHIBITS.
Item 12 of the Statement is amended and supplemented to add the following exhibits:
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(a)(3)
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Form of Acceptance Letter (as amended and supplemented by the Supplement) |
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(a)(4)
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Form of Withdrawal Letter (as amendment and supplemented by the Supplement) |
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(a)(9)
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Supplement to Offer to Exchange Eligible Restricted Stock Unit Awards, dated August 27, 2008 |
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(a)(10)
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Form of E-mail Regarding Supplement to Offer to Exchange Eligible Restricted Stock Unit
Awards, dated August 27, 2008 |
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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.
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LEAR CORPORATION
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By: |
/s/ Terrence B. Larkin
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Terrence B. Larkin |
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Senior Vice President, General Counsel, and
Corporate Secretary |
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Date: August 27, 2008
3
EXHIBIT INDEX
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Exhibit No. |
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Description |
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(a)(1)*
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Offer to Exchange Eligible Restricted Stock Unit Awards, dated August 14, 2008 |
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(a)(2)*
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Letter to all Eligible Employees from Daniel A. Ninivaggi, dated August 14, 2008 |
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(a)(3)**
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Form of Acceptance Letter |
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(a)(4)**
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Form of Withdrawal Letter |
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(a)(5)*
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Forms of Confirmation Emails |
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(a)(6)*
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Forms of Reminder Communications to Eligible Employees |
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(a)(7)*
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Supplement to the 2006, 2007 and 2008 Management Stock Purchase Plan Terms and
Conditions |
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(a)(8)*
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Employee Presentation Materials |
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(a)(9)**
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Supplement to Offer to Exchange Eligible Restricted Stock Unit Awards, dated
August 27, 2008 |
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(a)(10)**
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Form of E-mail Regarding Supplement to Offer to Exchange Eligible Restricted
Stock Unit Awards, dated August 27, 2008 |
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(d)(1)
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Lear Corporation Long-Term Stock Incentive Plan, as amended and restated,
Conformed Copy through Fourth Amendment (incorporated by reference to Exhibit
4.1 of Post-Effective Amendment No. 3 to Lears Registration Statement on Form
S-8 filed on November 3, 2006) |
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(d)(2)
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Fifth Amendment to Lear Corporation Long-Term Stock Incentive Plan, effective
November 1, 2006 (incorporated by reference to Exhibit 10.12 to Lears Annual
Report on Form 10-K for the year ended December 31, 2006) |
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(d)(3)
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2006 Management Stock Purchase Plan (U.S.) Terms and Conditions (incorporated
by reference to Exhibit 10.41 to Lears Annual Report on Form 10-K for the year
ended December 31, 2005) |
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(d)(4)
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2007 Management Stock Purchase Plan (U.S.) Terms and Conditions (incorporated
by reference to Exhibit 10.33 to Lears Annual Report on Form 10-K for the year
ended December 31, 2006) |
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(d)(5)
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2008 Management Stock Purchase Plan (U.S.) Terms and Conditions (incorporated
by reference to Exhibit 10.37 to Lears Annual Report on Form 10-K/A for the
year ended December 31, 2007) |
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(d)(6)
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2006 Management Stock Purchase Plan (Non-U.S.) Terms and Conditions
(incorporated by reference to Exhibit 10.42 to Lears Annual Report on Form
10-K for the year ended December 31, 2005) |
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(d)(7)
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2007 Management Stock Purchase Plan (Non-U.S.) Terms and Conditions
(incorporated by reference to Exhibit 10.34 to Lears Annual Report on Form
10-K for the year ended December 31, 2006) |
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(d)(8)
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2008 Management Stock Purchase Plan (Non-U.S.) Terms and Conditions
(incorporated by reference to Exhibit 10.38 to Lears Annual Report on Form
10-K/A for the year ended December 31, 2007) |
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Previously filed with the Tender Offer Statement on Schedule TO, filed with the SEC on August 14,
2008, or Amendment No. 1 to the Schedule TO, filed with the SEC on August 20, 2008, as applicable. |
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Filed herewith. |
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exv99wxayx3y
Exhibit (a)(3)
[Name of Participant]
FORM OF ACCEPTANCE LETTER
Important: Please read this Acceptance Letter in its entirety before submitting this
Acceptance Letter.
Lear Corporation
21557 Telegraph Road
Southfield, Michigan 48033
Attention: Karen M. Rosbury
facsimile: (248) 447-1727
email: MSPP@lear.com
TRANSMISSION OF THIS ACCEPTANCE LETTER VIA EMAIL OR FACSIMILE TO A NUMBER OR EMAIL ADDRESS OTHER
THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
* * * * * *
To Lear Corporation:
Subject to the terms and conditions of the Offer (as defined below), I hereby tender to Lear
Corporation (the Company) for exchange the number of Eligible RSUs indicated in my
election below (the Tendered RSUs) and elect to receive a credit to a Notional Cash
Account and/or cash-settled Stock Appreciation Right (SAR) (each as more fully described
in the Offer to Exchange) in exchange for the Tendered RSUs as specified below. Capitalized terms
used but not defined herein have the meanings given to such terms in the Offer to Exchange Eligible
Restricted Stock Unit Awards dated August 14, 2008 (the Offer to Exchange).
For purposes hereof, the Offer refers to the Offer to Exchange and related cover
letter, dated August 14, 2008, the receipt of which I hereby acknowledge, and this Acceptance
Letter, in each case as they may be amended from time to time. Eligible RSUs refers to
the restricted stock units (RSUs) that were granted to me under the Lear Corporation
Management Stock Purchase Plan (MSPP) and that are eligible for exchange pursuant to the
terms and conditions of the Offer (i.e. up to 50% of your RSUs from each year noted below).
I currently hold the following number of RSUs in my MSPP account (amounts to be inserted by
Lear)(amounts are listed as N/A if no RSUs are held for a particular year, in which case any
reallocation election made with respect to such year will be disregarded):
2006 RSUs: [ ] 2007 RSUs: [ ] 2008 RSUs: [ ]
If you choose to reallocate any of your RSUs associated with the years noted above, you will
need to make a separate election for each Tranche of RSUs you would like to reallocate. If
you do not wish to reallocate any of your RSUs, you do not need to take any action.
Check one of the following if you would like to tender and reallocate a portion of
your 2006 RSUs:
___ 25% in exchange for cash-settled SARs (at a ratio of 4 SARs per RSU)
___ 25% in exchange for a Notional Cash Account Credit
___ 50% in exchange for cash-settled SARs (at a ratio of 4 SARs per RSU)
___ 50% in exchange for a Notional Cash Account Credit
___ 25% in exchange for a Notional Cash Account Credit and 25% in exchange
for cash-settled SARs (at a ratio of 4 SARs per RSU)
___ No tender or reallocation (Note: If you choose this alternative for every
Tranche of RSUs, you do not need to return this Acceptance Letter.)
[Name of Participant]
Page 2 of 4
Check one of the following if you would like to tender and reallocate a
portion of your 2007 RSUs:
___ 25% in exchange for cash-settled SARs (at a ratio of 3 SARs per RSU)
___ 25% in exchange for a Notional Cash Account Credit
___ 50% in exchange for cash-settled SARs (at a ratio of 3 SARs per RSU)
___ 50% in exchange for a Notional Cash Account Credit
___ 25% in exchange for a Notional Cash Account Credit and 25% in exchange
for cash-settled SARs (at a ratio of 3 SARs per RSU)
___ No tender or reallocation (Note: If you choose this alternative for every
Tranche of RSUs, you do not need to return this Acceptance Letter.)
Check one of the following if you would like to tender and reallocate a
portion of your 2008 RSUs:
___ 25% in exchange for cash-settled SARs (at a ratio of 3 SARs per RSU)
___ 25% in exchange for a Notional Cash Account Credit
___ 50% in exchange for cash-settled SARs (at a ratio of 3 SARs per RSU)
___ 50% in exchange for a Notional Cash Account Credit
___ 25% in exchange for a Notional Cash Account Credit and 25% in exchange
for cash-settled SARs (at a ratio of 3 SARs per RSU)
___ No tender or reallocation (Note: If you choose this alternative for every
Tranche of RSUs, you do not need to return this Acceptance Letter.)
Subject to, and effective upon, the Companys acceptance of the Tendered RSUs, I hereby
surrender to the Company all right, title and interest in and to the Tendered RSUs identified above
and release the Company from any and all claims relating to the Tendered RSUs.
I hereby represent and warrant that I have full power and authority to tender for exchange the
Tendered RSUs and that, when and to the extent the Tendered RSUs are accepted by the Company, the
Tendered RSUs will be free and clear of all security interests, liens, restrictions, charges,
encumbrances, conditional sales agreements or other obligations relating to the sale or transfer
thereof (other than pursuant to the applicable MSPP Terms) and the Tendered RSUs will not be
subject to any adverse claims.
Upon request, I will execute and deliver any additional documents deemed by the Company to be
necessary or desirable to participate in the opportunity to tender (that is, surrender) for
cancellation all of my Tendered RSUs in exchange for a Notional Cash Account Credit and/or
cash-settled SAR pursuant to the terms and conditions of the Offer.
I understand and acknowledge that:
(1) I may tender up to 50% of my RSUs in 25% increments, but I am not required to tender any
of my RSUs.
(2) All
Tendered RSUs properly tendered prior to 12:00 Midnight, Eastern Time, on September 11,
2008, unless the Company has extended the period of time the Offer will remain open (the Offer
Expiration Date), will be cancelled subject to the terms and conditions of the Offer.
[Name of Participant]
Page 3 of 4
(3) Upon the Companys acceptance of the Tendered RSUs for cancellation, I understand that the
Tendered RSUs will be cancelled and I will have no further rights with respect to, and I
hereby release the Company and its affiliates from any and all claims relating to, such Tendered
RSUs, whether pursuant to the Lear Corporation Long-Term Stock Incentive Plan, the MSPP Terms, the
MSPP Supplement, or otherwise. I acknowledge the receipt of fair value with respect to such
Tendered RSUs in connection with the Offer.
(4) By tendering for exchange the Tendered RSUs pursuant to the procedure described in the
Offer to Exchange, I (i) accept the terms and conditions of the Offer and (ii) consent to the
amendment of the MSPP Terms in the form of the MSPP Supplement, which shall govern the terms and
conditions of my SARs and/or Notional Cash Account. The Companys acceptance for cancellation of
the Tendered RSUs will constitute a binding agreement between the Company and me upon the terms and
subject to the conditions of the Offer.
(5) Under certain circumstances set forth in the Offer to Exchange, the Company may terminate
or amend the Offer and postpone its acceptance and cancellation of any Tendered RSUs, and in any
such event, the Tendered RSUs delivered herewith, but not accepted for cancellation, will be
returned to me at the address indicated below.
(6) If I elect not to exchange all Eligible RSUs or if any Eligible RSUs I tender for exchange
are not accepted for cancellation, all such non-cancelled Eligible RSUs shall remain outstanding
and retain their current distribution schedule and other current terms in accordance with the MSPP
Terms and the Lear Corporation Long-Term Stock Incentive Plan. In the event my employment with the
Company is terminated for any reason prior to the completion of the Offer, I will not be entitled
to participate in the Offer and any Tendered RSUs shall be returned to me by the Company.
(7) The Company has advised me to consult with my own financial, legal and/or tax advisors as
to the consequences of participating or not participating in the Offer.
(8) Neither the Company nor any other person is obligated to give notice of any defects or
irregularities in any acceptance letter, nor will anyone incur any liability for failure to give
any such notice. The Company will determine, in its discretion, all matters as to the form and
validity, including time of receipt, of acceptance letters. The Companys determination of these
matters will be final and binding.
(9) A signed copy of this Acceptance Letter (or a facsimile copy thereof) must be received by
the Company on or prior to the Offer Expiration Date. A properly signed and completed copy of this
Acceptance Letter must be delivered either (i) by email by attaching a PDF file of this Acceptance
Letter or (ii) by facsimile. DELIVERY BY REGULAR INTERNAL OR EXTERNAL MAIL WILL NOT BE ACCEPTED.
The method by which the signed and completed Acceptance Letter is delivered is at my option and
risk, and the delivery will be deemed made only when actually received by the Company by email at
MSPP@lear.com or by facsimile to (248) 447-1727, Attention: Karen M. Rosbury. In all cases,
sufficient time should be allowed to ensure timely delivery.
(10) I understand and agree to all of the terms and conditions of the Offer and
this Acceptance Letter.
All authority herein conferred or agreed to be conferred shall not be affected by, and shall
survive, my death or incapacity, and all of my obligations hereunder shall be binding upon my
heirs, personal representatives, successors and assigns. Except as stated in the Offer to Exchange,
this tender for exchange is irrevocable.
[Name of Participant]
Page 4 of 4
I have signed this Acceptance Letter exactly as my name appears on my MSPP statements
evidencing the Eligible RSUs I am tendering.
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SIGNATURE OF ELIGIBLE EMPLOYEE |
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(Signature of Eligible Employee)
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Date:
, 2008
Print Name:
Address:
Telephone No. (with area
code):
Tax ID/Social Security No.:
Employee ID:
exv99wxayx4y
Exhibit (a)(4)
[Name of Participant]
FORM OF WITHDRAWAL LETTER
Lear Corporation
21557 Telegraph Road
Southfield, Michigan 48033
Attention: Karen M. Rosbury
facsimile: (248) 447-1727
email: MSPP@lear.com
TRANSMISSION OF THIS WITHDRAWAL LETTER VIA EMAIL OR FACSIMILE TO A NUMBER OR EMAIL ADDRESS OTHER
THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
* * * * * *
To Lear Corporation:
Pursuant to the terms and subject to the conditions of the Offer (as defined below), and this
Withdrawal Letter, I hereby withdraw the tender of all of my Eligible RSUs that I previously
tendered for exchange pursuant to the Offer. All capitalized terms used but not defined herein
shall have the meanings given to such terms in the Offer to Exchange Eligible Restricted Stock Unit
Awards, dated August 14, 2008 (the Offer to Exchange).
For purposes hereof, the Offer refers to the Offer to Exchange and related cover
letter, dated August 14, 2008, and my Acceptance Letter, in each case as they may be amended from
time to time. Eligible RSUs refers to the restricted stock units (RSUs) that
were granted to me under the Management Stock Purchase Plan (MSPP) and that are eligible
for exchange pursuant to the terms and conditions of the Offer.
Upon the terms and subject to the conditions set forth in the Offer to Exchange and my
Acceptance Letter, I participated in the opportunity to exchange (that is, surrender) for
cancellation all or a portion of my Eligible RSUs granted under the Long-Term Stock Incentive Plan
pursuant to a deferral or deferrals under the Management Stock Purchase Plan thereunder (my
Tendered RSUs) for a credit to a Notional Cash Account and/or cash-settled Stock
Appreciation Right (SAR).
Pursuant to the terms and subject to the conditions of the Offer, I understand that I can
withdraw the tender of my Tendered RSUs any time prior to Midnight, Eastern Time, on September
11, 2008, or such later date as may be applicable if the Company decides to extend the period of
time the Offer will remain open (each such date, the Offer Expiration Date).
Accordingly, under the terms and subject to the conditions of the Offer and this Withdrawal
Letter, I, the undersigned, hereby withdraw the tender for exchange of all my Tendered RSUs.
I understand and acknowledge that:
(1) I may not rescind my withdrawal and the Tendered RSUs that I hereby withdraw will be
deemed not properly tendered for purposes of the Offer unless I re-tender those RSUs for exchange
prior to the Offer Expiration Date by following the procedures described in the Offer to Exchange
under Procedures for Tendering Eligible RSUs.
(2) I must withdraw all of my Tendered RSUs. I may not withdraw only a portion of my Tendered
RSUs. Upon withdrawal of my Tendered RSUs, I understand that all such RSUs shall remain
outstanding pursuant to their original terms and conditions, including their distribution schedule,
unless I re-tender such RSUs for exchange in accordance with the terms and conditions of the Offer.
(3) Neither the Company nor any other person is obligated to give notice of any defects or
[Name of Participant]
irregularities in any Withdrawal Letter, nor will anyone incur any liability for failure to give
any such notice. The Company will determine, in its discretion, all matters as to the form and
validity, including time of receipt, of any Withdrawal Letter. The Companys determination of these
matters will be final and binding.
(4) All authority herein conferred or agreed to be conferred shall not be affected by, and
shall survive, my death or incapacity, and all of my obligations hereunder shall be binding upon my
heirs, personal representatives, successors and assigns. As stated above, this withdrawal may not
be rescinded.
(5) A signed copy of this Withdrawal Letter (or a facsimile copy thereof) must be received by
the Company on or prior to the Offer Expiration Date. A properly signed and completed copy of this
Withdrawal Letter must be delivered either (i) by email by attaching a PDF file of this Withdrawal
Letter or (ii) by facsimile. DELIVERY BY REGULAR INTERNAL OR EXTERNAL MAIL WILL NOT BE ACCEPTED.
The method by which the signed and completed Withdrawal Letter is delivered is at my option and
risk, and the delivery will be deemed made only when actually received by the Company by email at
MSPP@lear.com or by facsimile to (248) 447-1727, Attention: Karen M. Rosbury. In all cases,
sufficient time should be allowed to ensure timely delivery.
(6) I understand and agree to all of the terms and conditions of the Offer and this
Withdrawal Letter.
This Withdrawal Letter has been completed and signed in the same name that appears on the
Acceptance Letter previously submitted by me.
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SIGNATURE OF ELIGIBLE EMPLOYEE |
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(Signature of Eligible Employee) |
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Date:
, 2008
Print Name:
Address:
Telephone No. (with area
code):
Tax ID/Social Security No.:
Employee ID:
exv99wxayx9y
Exhibit (a)(9)
SUPPLEMENT TO OFFER TO EXCHANGE
ELIGIBLE RESTRICTED STOCK UNIT AWARDS
August 27, 2008
We are providing the following supplemental information regarding our offer to Eligible
Employees to exchange, in 25% increments, Eligible RSUs for (i) a SAR; (ii) a Notional Cash Account
Credit; or (iii) a combination thereof, upon the terms and subject to the conditions set forth in
the Offer to Exchange Eligible Restricted Stock Unit Awards, dated August 14, 2008 (the Offer
to Exchange), as amended and supplemented by this Supplement to Offer to Exchange Eligible
Restricted Stock Unit Awards, dated August 27, 2008 (this Supplement), the Acceptance
Letter, as amended and supplemented, and the Withdrawal Letter, as amended and supplemented (which
together, as amended or supplemented from time to time, constitute the Offer). All
capitalized terms used but not otherwise defined in this Supplement shall have the meanings given
to such terms in the Offer to Exchange. You should read this Supplement together with the Offer to
Exchange, the Acceptance Letter and the Withdrawal Letter when making your decision whether to
accept the Offer.
This Supplement amends and supplements the Offer to Exchange, Acceptance Letter and Withdrawal
Letter. Except as expressly set forth below in this Supplement, the terms of the Offer (prior to
giving effect to the Supplement) and information contained in the Offer to Exchange, Acceptance
Letter and Withdrawal Letter (prior to giving effect to the Supplement), remain in effect. The
information in this Supplement is in addition to and some of it is different from the information
contained in the Offer to Exchange, Acceptance Letter and Withdrawal Letter previously distributed
to you. To the extent the information in this Supplement is different from the information
contained in the Offer to Exchange, Acceptance Letter or Withdrawal Letter previously distributed
to you, the information in this Supplement shall govern the terms and conditions of the Offer.
ALTHOUGH OUR BOARD OF DIRECTORS HAS APPROVED THIS OFFER, NEITHER WE NOR OUR BOARD OF DIRECTORS
MAKE ANY RECOMMENDATION AS TO WHETHER YOU SHOULD ELECT TO PARTICIPATE OR REFRAIN FROM ELECTING TO
PARTICIPATE IN THIS OFFER. YOU MUST MAKE YOUR OWN DECISION WHETHER TO ELECT TO PARTICIPATE IN THIS
OFFER.
THIS OFFER HAS NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE
COMMISSION (THE SEC) OR ANY STATE SECURITIES COMMISSION NOR HAS THE SEC OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE FAIRNESS OR MERITS OF THE OFFER OR UPON THE ACCURACY OR
ADEQUACY OF THE INFORMATION CONTAINED IN THE OFFER. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
Our Board of Directors recognizes that the decision to accept the Offer is an individual one
that should be based on a variety of factors, and you should consult your personal advisors if
you have questions about your financial, legal or tax situation. The information about this
Offer is limited to this Supplement, the Offer to Exchange, Acceptance Letter, Withdrawal Letter
and other documents and materials previously distributed to you by Lear in connection with the
Offer.
REVISED OR ADDITIONAL INFORMATION REGARDING THE OFFER
GENERALLY
Expiration Date
The Offer Expiration Date will occur at 12:00 Midnight, Eastern Time, on September 11, 2008,
unless we extend the Offer. All references to the Offer Expiration Date, procedures for
participating in the Offer, withdrawal rights, deadlines for submitting an Acceptance Letter and/or
Withdrawal Letter and other references to 11:59 p.m., Eastern Time, on September 11, 2008 contained
in the Offer to Exchange, Acceptance Letter, Withdrawal Letter and the Forms of Confirmation and
Form of Reminder E-Mail to Eligible Employees attached as Exhibits (a)(5) and (a)(6), respectively,
to the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on
August 14, 2008, as amended on August 20, 2008, shall be deemed to refer to 12:00 Midnight, Eastern
Time, on September 11, 2008, unless we extend the Offer.
To participate and accept the Offer to exchange Eligible RSUs for a SAR and/or Notional Cash
Credit, you must be an Eligible Employee and you must tender for exchange all or a portion of your
Eligible RSUs by 12:00 Midnight, Eastern Time, on September 11, 2008, (or such later date to which
we may extend the Offer) by delivering to us a properly completed and signed Acceptance Letter.
Additionally, you can withdraw your election to tender for exchange Eligible RSUs by delivering to
us a properly completed and signed Withdrawal Letter, by 12:00 Midnight, Eastern Time, on September
11, 2008 (or such later date to which we may extend the Offer). In each case, a properly completed
and signed Acceptance Letter and/or Withdrawal Letter, as applicable, must be delivered to us by
e-mail at MSPP@lear.com or facsimile at (248) 447-1727, Attention: Karen M. Rosbury, by the
Offer Expiration Date.
Final and Binding Determination
To the extent the Offer to Exchange, Acceptance Letter or Withdrawal Letter indicate that a
determination made by Lear with respect to any matter is final and binding upon all persons, Lear
acknowledges that Eligible Employees may challenge any determination made by Lear with respect to a
matter in a court of competent jurisdiction. Further, Lear acknowledges that a non-appealable
determination by a court of competent jurisdiction will be final and binding on all persons.
2
OFFER TO EXCHANGE
GENERALLY
Determinations by Lear
All references to the terms sole judgment or sole discretion contained in the Offer to
Exchange shall be deleted and replaced with terms reasonable judgment or reasonable discretion,
as applicable.
SUMMARY TERM SHEET
The section of the Offer to Exchange under the heading Summary Term Sheet Extension,
Termination and Amendment of the Offer is amended and restated in its entirety to read as follows:
Extension, Termination and Amendment of the Offer
We expressly reserve the right, in our reasonable discretion, to terminate the Offer
for the reasons set forth under the heading Terms of the Offer Conditions to the Offer
or extend or amend the Offer by the Offer Expiration Date. See Terms of the Offer -
Extension of the Offer; Termination; Amendment for more information regarding these rights.
RISKS OF PARTICIPATING IN THE OFFER
The section of the Offer to Exchange under the heading Risks of Participating in the Offer -
Forward Looking Statements is amended and restated in its entirety to read as follows:
Forward Looking Statements
This Offer to Exchange may contain or incorporate by reference forward-looking
statements, including statements regarding the Companys anticipated financial results and
liquidity. The use of terms and phrases such as anticipate, believe, could,
estimate, expect, intend, may, plan, predict, project, will and similar
terms and phrases, including references to assumptions, are intended to identify these
forward looking statements.
Conditions in the automotive industry are volatile and uncertain. The Companys actual
results may differ materially from anticipated results as a result of 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 or currency exchange rates,
the financial condition of the Companys customers or suppliers, changes in actual industry
vehicle production levels from the Companys current estimates, fluctuations in the
production of vehicles for which the Company is a supplier, the loss of business with
respect to, or the lack of commercial success of, a vehicle model for which the Company is a
significant supplier, including declines in sales of full-size pickup trucks and large sport
utility vehicles, disruptions in the relationships with the Companys suppliers, labor
disputes involving the Company or its significant customers or suppliers or that otherwise
affect the Company, the Companys ability to achieve cost reductions that offset or
3
exceed customer-mandated selling price reductions, the outcome of customer
negotiations, the impact and timing of program launch costs, the costs, timing and success
of restructuring actions, increases in the Companys warranty or product liability costs,
risks associated with conducting business in foreign (non-United States) countries,
competitive conditions impacting the Companys key customers and suppliers, the cost and
availability of raw materials and energy, the Companys ability to mitigate increases in raw
material, energy and commodity costs, the outcome of legal or regulatory proceedings to
which the Company is or may become a party, unanticipated changes in cash flow, including
the Companys ability to align its vendor payment terms with those of its customers, the
Companys ability to access capital markets on commercially reasonable terms and other risks
described from time to time in the Companys Securities and Exchange Commission filings. In
particular, the Companys financial outlook is based on several factors, including the
Companys current industry vehicle production and raw material pricing assumptions. The
Companys actual financial results could differ materially as a result of significant
changes in these factors.
The forward-looking statements in this Offer to Exchange are made as of the date
hereof, and the Company does not assume any obligation to update, amend or clarify them to
reflect events, new information or circumstances occurring after the date hereof.
TERMS OF THE OFFER
Information Regarding Lear
Financial Information
The Offer to Exchange is supplemented and amended to add the following paragraph and selected
financial information following the first paragraph under the heading Terms of the Offer -
Information Regarding Lear Financial Information:
The following selected financial information is derived from Lears consolidated
financial statements. The selected financial data below should be read in conjunction with
Item 7, Managements Discussion and Analysis of Financial Condition and Results of
Operations, and our consolidated financial statements and the notes thereto included in our
Annual Report on Form 10-K/A for the year ended December 31, 2007.
|
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|
|
|
|
|
For the Year Ended |
|
|
December 31, |
|
|
2007 |
|
2006 |
|
|
(In millions) |
Balance Sheet Data: |
|
|
|
|
|
|
|
|
Current assets |
|
$ |
3,718.0 |
|
|
$ |
3,890.3 |
|
Long-term assets |
|
|
4,082.4 |
|
|
|
3,960.2 |
|
Current liabilities |
|
|
3,603.9 |
|
|
|
3,887.3 |
|
Long-term liabilities |
|
|
3,105.8 |
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|
|
3,361.2 |
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4
|
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|
|
|
|
|
|
|
|
|
For the Year Ended |
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December 31, |
|
|
2007 |
|
2006 |
|
|
(In millions, except per share data) |
Statement of Operations Data: |
|
|
|
|
|
|
|
|
Net sales |
|
$ |
15,995.0 |
|
|
$ |
17,838.9 |
|
Gross profit |
|
|
1,148.5 |
|
|
|
927.7 |
|
Income (loss) before cumulative effect of a
change in accounting principle |
|
|
241.5 |
|
|
|
(710.4 |
) |
Net income (loss) |
|
|
241.5 |
|
|
|
(707.5 |
) |
|
|
|
|
|
|
|
|
|
Basic net income (loss) per share: |
|
|
|
|
|
|
|
|
Income (loss) per share before cumulative
effect of a change in accounting
principle |
|
$ |
3.14 |
|
|
$ |
(10.35 |
) |
Basic net income (loss) per share |
|
$ |
3.14 |
|
|
$ |
(10.31 |
) |
Diluted net income (loss) per share: |
|
|
|
|
|
|
|
|
Income (loss) per share before cumulative
effect of a change in accounting
principle |
|
$ |
3.09 |
|
|
$ |
(10.35 |
) |
Diluted net income (loss) per share |
|
$ |
3.09 |
|
|
$ |
(10.31 |
) |
Conditions to the Offer
The last sentence of the final paragraph under the heading Terms of the Offer Conditions to
the Offer shall be amended and restated in its entirety to read as follows:
Any determination that we make concerning the events and conditions described in this
section, Terms of the Offer Conditions to the Offer, may be challenged by an Eligible
Employee in a court of competent jurisdiction. A non-appealable determination by a court of
competent jurisdiction will be final and binding upon all persons.
Extension of the Offer; Termination; Amendment
The first sentence of the first paragraph under the heading Terms of the Offer Extension of
the Offer; Termination; Amendment shall be amended and restated in its entirety to read as
follows:
We expressly reserve the right, in our reasonable judgment, prior to the Offer
Expiration Date to terminate the Offer for the reasons set forth above under Terms of the
Offer Conditions to the Offer or to amend the Offer and postpone our acceptance and
cancellation of any Eligible RSUs tendered pursuant to the Offer by giving oral or written
notice of such termination or postponement to Eligible Employees or by making a public
announcement thereof.
The first two sentences of the last paragraph under the heading Terms of the Offer -
Extension of the Offer; Termination; Amendment shall be amended and restated in their entirety to
read as follows:
In addition, we will not be required to accept any Tendered RSUs, and we may terminate
this Offer for the reasons set forth above under Terms of the Offer Conditions to the
Offer, amend the Offer or extend our acceptance and cancellation of any Eligible RSUs
tendered for cancellation, if at any time prior to the Offer Expiration Date, we determine
that any event has occurred that, in our reasonable judgment, makes it
5
inadvisable for us to proceed with the Offer or to accept and cancel Tendered RSUs. We
may waive any conditions to the Offer, in whole or in part, at any time and from time to
time prior to the Offer Expiration Date, in our reasonable discretion, whether or not we
waive any other condition to the Offer.
ACCEPTANCE LETTER
Paragraph 10 of the Acceptance Letter is amended and restated in its entirety to read as
follows:
(10) I understand and agree to all of the terms and conditions of the Offer and this
Acceptance Letter.
The amended form of the Acceptance Letter is attached as Annex A to this Supplement.
Each Acceptance Letter returned by any Eligible Employee prior to the date hereof or in the future
shall be deemed for all purposes to incorporate this amendment.
WITHDRAWAL LETTER
Paragraph 6 of the Withdrawal Letter is amended and restated in its entirety to read as
follows:
(6) I understand and agree to all of the terms and conditions of the Offer and this
Withdrawal Letter.
The amended form of the Withdrawal Letter is attached as Annex B to this Supplement.
Each Withdrawal Letter returned by any Eligible Employee prior to the date hereof or in the future
shall be deemed to incorporate this amendment.
Lear Corporation
August 27, 2008
6
Annex A
[Name of Participant]
FORM OF ACCEPTANCE LETTER
Important: Please read this Acceptance Letter in its entirety before submitting this Acceptance Letter.
Lear Corporation
21557 Telegraph Road
Southfield, Michigan 48033
Attention: Karen M. Rosbury
facsimile: (248) 447-1727
e-mail: MSPP@lear.com
TRANSMISSION OF THIS ACCEPTANCE LETTER VIA E-MAIL OR FACSIMILE TO A NUMBER OR E-MAIL ADDRESS OTHER
THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
* * * * * *
To Lear Corporation:
Subject to the terms and conditions of the Offer (as defined below), I hereby tender to Lear
Corporation (the Company) for exchange the number of Eligible RSUs indicated in my
election below (the Tendered RSUs) and elect to receive a credit to a Notional Cash
Account and/or cash-settled Stock Appreciation Right (SAR) (each as more fully described
in the Offer to Exchange) in exchange for the Tendered RSUs as specified below. Capitalized terms
used but not defined herein have the meanings given to such terms in the Offer to Exchange Eligible
Restricted Stock Unit Awards dated August 14, 2008 (the Offer to Exchange).
For purposes hereof, the Offer refers to the Offer to Exchange and related cover
letter, dated August 14, 2008, the receipt of which I hereby acknowledge, and this Acceptance
Letter, in each case as they may be amended from time to time. Eligible RSUs refers to
the restricted stock units (RSUs) that were granted to me under the Lear Corporation
Management Stock Purchase Plan (MSPP) and that are eligible for exchange pursuant to the
terms and conditions of the Offer (i.e. up to 50% of your RSUs from each year noted below).
I currently hold the following number of RSUs in my MSPP account (amounts to be inserted by
Lear)(amounts are listed as N/A if no RSUs are held for a particular year, in which case any
reallocation election made with respect to such year will be disregarded):
|
|
|
|
|
|
|
|
|
2006 RSUs: [ ]
|
|
2007 RSUs: [ ]
|
|
2008 RSUs: [ ] |
If you choose to reallocate any of your RSUs associated with the years noted above, you will
need to make a separate election for each Tranche of RSUs you would like to reallocate. If
you do not wish to reallocate any of your RSUs, you do not need to take any action.
Check one of the following if you would like to tender and reallocate a portion of
your 2006 RSUs:
|
|
|
|
|
|
|
___
|
|
25% in exchange for cash-settled SARs (at a ratio of 4 SARs per RSU) |
|
|
|
|
|
|
|
___
|
|
25% in exchange for a Notional Cash Account Credit |
|
|
|
|
|
|
|
___
|
|
50% in exchange for cash-settled SARs (at a ratio of 4 SARs per RSU) |
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|
|
|
|
|
___
|
|
50% in exchange for a Notional Cash Account Credit |
|
|
|
|
|
|
|
___
|
|
25% in exchange for a Notional Cash Account Credit and 25% in exchange
for cash-settled SARs (at a ratio of 4 SARs per RSU) |
[Name of Participant]
Page 2 of 4
|
|
|
|
|
|
|
___
|
|
No tender or reallocation (Note: If you choose this alternative for every
Tranche of RSUs, you do not need to return this Acceptance Letter.) |
|
|
|
|
|
|
|
Check one of the following if you would like to tender and reallocate a
portion of your 2007 RSUs: |
|
|
|
|
|
|
|
___
|
|
25% in exchange for cash-settled SARs (at a ratio of 3 SARs per RSU) |
|
|
|
|
|
|
|
___
|
|
25% in exchange for a Notional Cash Account Credit |
|
|
|
|
|
|
|
___
|
|
50% in exchange for cash-settled SARs (at a ratio of 3 SARs per RSU) |
|
|
|
|
|
|
|
___
|
|
50% in exchange for a Notional Cash Account Credit |
|
|
|
|
|
|
|
___
|
|
25% in exchange for a Notional Cash Account Credit and 25% in exchange
for cash-settled SARs (at a ratio of 3 SARs per RSU) |
|
|
|
|
|
|
|
___
|
|
No tender or reallocation (Note: If you choose this alternative for every
Tranche of RSUs, you do not need to return this Acceptance Letter.) |
|
|
|
|
|
|
|
Check one of the following if you would like to tender and reallocate a
portion of your 2008 RSUs: |
|
|
|
|
|
|
|
___
|
|
25% in exchange for cash-settled SARs (at a ratio of 3 SARs per RSU) |
|
|
|
|
|
|
|
___
|
|
25% in exchange for a Notional Cash Account Credit |
|
|
|
|
|
|
|
___
|
|
50% in exchange for cash-settled SARs (at a ratio of 3 SARs per RSU) |
|
|
|
|
|
|
|
___
|
|
50% in exchange for a Notional Cash Account Credit |
|
|
|
|
|
|
|
___
|
|
25% in exchange for a Notional Cash Account Credit and 25% in exchange
for cash-settled SARs (at a ratio of 3 SARs per RSU) |
|
|
|
|
|
|
|
___
|
|
No tender or reallocation (Note: If you choose this alternative for every
Tranche of RSUs, you do not need to return this Acceptance Letter.) |
Subject to, and effective upon, the Companys acceptance of the Tendered RSUs, I hereby
surrender to the Company all right, title and interest in and to the Tendered RSUs identified above
and release the Company from any and all claims relating to the Tendered RSUs.
I hereby represent and warrant that I have full power and authority to tender for exchange the
Tendered RSUs and that, when and to the extent the Tendered RSUs are accepted by the Company, the
Tendered RSUs will be free and clear of all security interests, liens, restrictions, charges,
encumbrances, conditional sales agreements or other obligations relating to the sale or transfer
thereof (other than pursuant to the applicable MSPP Terms) and the Tendered RSUs will not be
subject to any adverse claims.
Upon request, I will execute and deliver any additional documents deemed by the Company to be
necessary or desirable to participate in the opportunity to tender (that is, surrender) for
cancellation all of my Tendered RSUs in exchange for a Notional Cash Account Credit and/or
cash-settled SAR pursuant to the terms and conditions of the Offer.
I understand and acknowledge that:
[Name of Participant]
Page 3 of 4
(1) I may tender up to 50% of my RSUs in 25% increments, but I am not required to tender any
of my RSUs.
(2) All Tendered RSUs properly tendered prior to 12:00 Midnight., Eastern Time, on September
11, 2008, unless the Company has extended the period of time the Offer will remain open (the
Offer Expiration Date), will be cancelled subject to the terms and conditions of the
Offer.
(3) Upon the Companys acceptance of the Tendered RSUs for cancellation, I understand that the
Tendered RSUs will be cancelled and I will have no further rights with respect to, and I hereby
release the Company and its affiliates from any and all claims relating to, such Tendered RSUs,
whether pursuant to the Lear Corporation Long-Term Stock Incentive Plan, the MSPP Terms, the MSPP
Supplement, or otherwise. I acknowledge the receipt of fair value with respect to such Tendered
RSUs in connection with the Offer.
(4) By tendering for exchange the Tendered RSUs pursuant to the procedure described in the
Offer to Exchange, I (i) accept the terms and conditions of the Offer and (ii) consent to the
amendment of the MSPP Terms in the form of the MSPP Supplement, which shall govern the terms and
conditions of my SARs and/or Notional Cash Account. The Companys acceptance for cancellation of
the Tendered RSUs will constitute a binding agreement between the Company and me upon the terms and
subject to the conditions of the Offer.
(5) Under certain circumstances set forth in the Offer to Exchange, the Company may terminate
or amend the Offer and postpone its acceptance and cancellation of any Tendered RSUs, and in any
such event, the Tendered RSUs delivered herewith, but not accepted for cancellation, will be
returned to me at the address indicated below.
(6) If I elect not to exchange all Eligible RSUs or if any Eligible RSUs I tender for exchange
are not accepted for cancellation, all such non-cancelled Eligible RSUs shall remain outstanding
and retain their current distribution schedule and other current terms in accordance with the MSPP
Terms and the Lear Corporation Long-Term Stock Incentive Plan. In the event my employment with the
Company is terminated for any reason prior to the completion of the Offer, I will not be entitled
to participate in the Offer and any Tendered RSUs shall be returned to me by the Company.
(7) The Company has advised me to consult with my own financial, legal and/or tax advisors as
to the consequences of participating or not participating in the Offer.
(8) Neither the Company nor any other person is obligated to give notice of any defects or
irregularities in any acceptance letter, nor will anyone incur any liability for failure to give
any such notice. The Company will determine, in its discretion, all matters as to the form and
validity, including time of receipt, of acceptance letters. The Companys determination of these
matters will be final and binding.
(9) A signed copy of this Acceptance Letter (or a facsimile copy thereof) must be received by
the Company on or prior to the Offer Expiration Date. A properly signed and completed copy of this
Acceptance Letter must be delivered either (i) by e-mail by attaching a PDF file of this Acceptance
Letter or (ii) by facsimile. DELIVERY BY REGULAR INTERNAL OR EXTERNAL MAIL WILL NOT BE ACCEPTED.
The method by which the signed and completed Acceptance Letter is delivered is at my option and
risk, and the delivery will be deemed made only when actually received by the Company by e-mail at
MSPP@lear.com or by facsimile to (248) 447-1727, Attention: Karen M. Rosbury. In all cases,
sufficient time should be allowed to ensure timely delivery.
(10) I understand and agree to all of the terms and conditions of the Offer and this
Acceptance Letter.
All authority herein conferred or agreed to be conferred shall not be affected by, and shall
survive, my death or incapacity, and all of my obligations hereunder shall be binding upon my
heirs, personal representatives,
[Name of Participant]
Page 4 of 4
successors and assigns. Except as stated in the Offer to Exchange, this tender for exchange is
irrevocable.
I have signed this Acceptance Letter exactly as my name appears on my MSPP statements
evidencing the Eligible RSUs I am tendering.
SIGNATURE OF ELIGIBLE EMPLOYEE
|
|
|
(Signature of Eligible Employee)
|
|
|
Date: , 2008
Print Name:
Address:
Telephone No. (with area code):
Tax ID/Social Security No.:
Employee ID:
Annex B
[Name of Participant]
FORM OF WITHDRAWAL LETTER
Lear Corporation
21557 Telegraph Road
Southfield, Michigan 48033
Attention: Karen M. Rosbury
facsimile: (248) 447-1727
e-mail: MSPP@lear.com
TRANSMISSION OF THIS WITHDRAWAL LETTER VIA E-MAIL OR FACSIMILE TO A NUMBER OR E-MAIL ADDRESS OTHER
THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
* * * * * *
To Lear Corporation:
Pursuant to the terms and subject to the conditions of the Offer (as defined below), and this
Withdrawal Letter, I hereby withdraw the tender of all of my Eligible RSUs that I previously
tendered for exchange pursuant to the Offer. All capitalized terms used but not defined herein
shall have the meanings given to such terms in the Offer to Exchange Eligible Restricted Stock Unit
Awards, dated August 14, 2008 (the Offer to Exchange).
For purposes hereof, the Offer refers to the Offer to Exchange and related cover
letter, dated August 14, 2008, and my Acceptance Letter, in each case as they may be amended from
time to time. Eligible RSUs refers to the restricted stock units (RSUs) that
were granted to me under the Management Stock Purchase Plan (MSPP) and that are eligible
for exchange pursuant to the terms and conditions of the Offer.
Upon the terms and subject to the conditions set forth in the Offer to Exchange and my
Acceptance Letter, I participated in the opportunity to exchange (that is, surrender) for
cancellation all or a portion of my Eligible RSUs granted under the Long-Term Stock Incentive Plan
pursuant to a deferral or deferrals under the Management Stock Purchase Plan thereunder (my
Tendered RSUs) for a credit to a Notional Cash Account and/or cash-settled Stock
Appreciation Right (SAR).
Pursuant to the terms and subject to the conditions of the Offer, I understand that I can
withdraw the tender of my Tendered RSUs any time prior to 12:00 Midnight, Eastern Time, on
September 11, 2008, or such later date as may be applicable if the Company decides to extend the
period of time the Offer will remain open (each such date, the Offer Expiration Date).
Accordingly, under the terms and subject to the conditions of the Offer and this Withdrawal
Letter, I, the undersigned, hereby withdraw the tender for exchange of all my Tendered RSUs.
I understand and acknowledge that:
(1) I may not rescind my withdrawal and the Tendered RSUs that I hereby withdraw will be
deemed not properly tendered for purposes of the Offer unless I re-tender those RSUs for exchange
prior to the Offer Expiration Date by following the procedures described in the Offer to Exchange
under Procedures for Tendering Eligible RSUs.
(2) I must withdraw all of my Tendered RSUs. I may not withdraw only a portion of my Tendered
RSUs. Upon withdrawal of my Tendered RSUs, I understand that all such RSUs shall remain
outstanding pursuant to their original terms and conditions, including their distribution schedule,
unless I re-tender such RSUs for exchange in accordance with the terms and conditions of the Offer.
[Name of Participant]
(3) Neither the Company nor any other person is obligated to give notice of any defects or
irregularities in any Withdrawal Letter, nor will anyone incur any liability for failure to give
any such notice. The Company will determine, in its discretion, all matters as to the form and
validity, including time of receipt, of any Withdrawal Letter. The Companys determination of these
matters will be final and binding.
(4) All authority herein conferred or agreed to be conferred shall not be affected by, and
shall survive, my death or incapacity, and all of my obligations hereunder shall be binding upon my
heirs, personal representatives, successors and assigns. As stated above, this withdrawal may not
be rescinded.
(5) A signed copy of this Withdrawal Letter (or a facsimile copy thereof) must be received by
the Company on or prior to the Offer Expiration Date. A properly signed and completed copy of this
Withdrawal Letter must be delivered either (i) by e-mail by attaching a PDF file of this Withdrawal
Letter or (ii) by facsimile. DELIVERY BY REGULAR INTERNAL OR EXTERNAL MAIL WILL NOT BE ACCEPTED.
The method by which the signed and completed Withdrawal Letter is delivered is at my option and
risk, and the delivery will be deemed made only when actually received by the Company by e-mail at
MSPP@lear.com or by facsimile to (248) 447-1727, Attention: Karen M. Rosbury. In all cases,
sufficient time should be allowed to ensure timely delivery.
(6) I understand and agree to all of the terms and conditions of the Offer and this Withdrawal
Letter.
This Withdrawal Letter has been completed and signed in the same name that appears on the
Acceptance Letter previously submitted by me.
SIGNATURE OF ELIGIBLE EMPLOYEE
|
|
|
(Signature of Eligible Employee)
|
|
|
Date: , 2008
Print Name:
Address:
Telephone No. (with area code):
Tax ID/Social Security No.:
Employee ID:
2
exv99wxayx10y
Exhibit (a)(10)
FORM OF E-MAIL REGARDING
SUPPLEMENT TO OFFER TO EXCHANGE
Attached to this e-mail is a Supplement to Offer to Exchange Eligible Restricted Stock Unit Awards,
dated August 27, 2008 (the Supplement) and amended forms of the Acceptance Letter (Annex
A to the Supplement) and Withdrawal Letter (Annex B to the Supplement). The Supplement amends and
supplements the Offer to Exchange Eligible Restricted Stock Unit Awards, dated August 14, 2008 (the
Offer to Exchange), which we previously distributed to you. The purpose of the
Supplement is to provide some additional information about the Offer and to clarify some of the
information contained in the Offer to Exchange. Except as expressly set forth in the Supplement,
all of the terms of the Offer remain the same.
Additionally, the Acceptance Letter and Withdrawal Letter have been amended as described in the
Supplement and set forth in Annexes A and B thereto. Each Acceptance Letter and/or Withdrawal
Letter returned by any Eligible Employee prior to the date hereof or in the future shall be deemed
for all purposes to incorporate these amendments. In other words, if you have already returned an
Acceptance Letter and/or Withdrawal Letter to us, you are not required to send us a new Acceptance
Letter and/or Withdrawal Letter or take any other action because of these changes to the Acceptance
Letter and Withdrawal Letter (although you may continue to change your mind regarding Tendered
RSUs, as provided in the Offer to Exchange, as amended and supplemented). Additionally, you may
submit the personalized Acceptance Letter and/or Withdrawal Letter already distributed to you,
which will be deemed to incorporate these amendments. In each case, you will automatically receive
the benefit of these amendments to the Acceptance Letter and Withdrawal Letter, as applicable.
You should carefully read the Supplement, Offer to Exchange, Acceptance Letter and Withdrawal
Letter when determining whether to accept the Offer. The Offer expires at 12:00 Midnight, Eastern
Time, on September 11, 2008.
Lear makes no recommendation as to whether you should participate in the Offer. If you have any
questions concerning the Offer, you may contact Thom Polera at (248) 447-1832 or
tpolera@lear.com or Tracie Kelp at (248) 447-1834 or tkelp@lear.com during the
hours of 8:00 a.m. to 5:00 p.m., Eastern Time.