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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) December 15, 1994
LEAR SEATING CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 13-3386776
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(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
21557 Telegraph Road
Southfield, Michigan 48034
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(Address of principal executive offices) (zip code)
(810) 746-1500
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(Telephone number, including area code, of agent for service)
No Change
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(Former name or former address, if changes since last report)
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LEAR SEATING CORPORATION
ITEM 2: Acquisition or Disposition of Assets:
On December 15, 1994, Lear Seating Corporation ("Lear"),
through its wholly-owned subsidiary Lear Seating Italia S.r.L., purchased from
Gilardini S.p.A. ("Gilardini") all of the shares of SEPI S.p.A. ("SEPI"), the
primary automotive seat systems supplier to Fiat Auto S.p.A. ("Fiat Auto"). In
connection with this acquisition, Lear also acquired from Gilardini all of the
shares of SEPI Poland Sp. Z o.o., which produces automotive seat systems for
Fiat Auto Poland, and a 35% interest in a Turkish joint venture which proposes
to produce automotive seat systems in Turkey. The purchase price for the
acquisition of these interests (the "Acquisition") was 250.0 billion Italian
Lira, including the indebtedness of SEPI as of September 30, 1994 which
totalled 80.63 billion Italian Lira. 20.0 billion Italian Lira of the purchase
price is payable, without interest thereon, on November 30, 1998. The
remaining 149.37 billion Italian Lira of the purchase price was paid in cash at
the closing of the Acquisition. By January 15, 1995, Lear has agreed to
replace the indebtedness of SEPI to the Fiat Group Companies which was
approximately 97.0 billion Italian Lira at closing. In connection with the
Acquisition, Lear and Fiat Auto entered into a long-term supply agreement for
the production of substantially all non-inhouse automotive seat systems for
Fiat Auto worldwide.
The purchase price was determined based upon estimates of
future earnings and evaluations of the net worth of the assets acquired. The
financing for the Acquisition was provided under a $500 million Amended and
Restated Credit Agreement dated November 29, 1994 (the "1995 Credit Agreement")
among a banking syndicate for which Chemical Bank N.A. serves as administrative
agent. The 1995 Credit Agreement was an amendment and restatement of Lear's
then existing $425 million Credit Agreement.
ITEM 7: Financial Statements and Exhibits:
A. Financial Statements
It is impracticable to provide the required financial
statements for the acquired businesses as of the date of this
filing, but all required financial statements will be filed
under cover of Form 8 as soon as practicable, but not later
than February 28, 1995.
B. Exhibits
None.
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SIGNATURES
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 hereunto duly authorized.
LEAR SEATING
CORPORATION
(Registrant)
Dated: December 29, 1994 /s/ Kenneth L. Way
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Kenneth L. Way
Chairman and Chief Executive Officer
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