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EXHIBIT 99.3
EXCHANGE OFFER FOR ALL OUTSTANDING
7.96% SENIOR NOTES DUE 2005
AND
8.11% SENIOR NOTES DUE 2009
OF
LEAR CORPORATION
PURSUANT TO THE PROSPECTUS DATED , 1999
To Our Clients:
Enclosed for your consideration is a Prospectus, dated , 1999
(the "Prospectus"), and the related Letter of Transmittal (the "Letter of
Transmittal"), relating to the offer (the "Exchange Offer") by Lear Corporation
(the "Company") to exchange up to $600,000,000 aggregate principal amount of its
7.96% Series B Senior Notes due 2005 (the "7.96% Exchange Notes") which have
been registered under the Securities Act for a like aggregate principal amount
of its original unregistered 7.96% Senior Notes due 2005 (the "7.96% Original
Notes") and up to $800,000,000 aggregate principal amount of its 8.11% Series B
Senior Notes due 2009 (the "8.11% Exchange Notes," and together with the 7.96%
Exchange Notes, the "Exchange Securities") which have been registered under the
Securities Act for a like aggregate principal amount of its original
unregistered 8.11% Senior Notes due 2009 (the "8.11% Original Notes," and
together with the 7.96% Original Notes, the "Original Securities"), upon the
terms and subject to the conditions described in the Prospectus and the Letter
of Transmittal. The Exchange Offer is being made in order to satisfy certain
obligations of the Company contained in the Registration Rights Agreement, dated
May 18, 1999, by and among the Company, Lear Operations Corporation, Lear
Corporation Automotive Holdings and the initial purchasers of the Original
Securities from the Company.
We are (or our nominee is) the holder of record of Original Securities held
by us for your account. A tender of such Original Securities can be made only by
the holder of record and pursuant to your instructions. The Letter of
Transmittal accompanying this letter is furnished to you for your information
only and cannot be used by you to tender Original Securities held by us for your
account.
Accordingly, we request instructions as to whether you wish us to tender on
your behalf the Original Securities held by us for your account, pursuant to the
terms and conditions set forth in the enclosed Prospectus and Letter of
Transmittal. Your instructions should be forwarded to us as promptly as possible
in order to permit us to tender Original Securities on your behalf (should you
so desire) in accordance with the provisions of the Exchange Offer.
Your attention is directed to the following:
1. The Company is offering to exchange the 7.96% Exchange Notes for any and
all of the 7.96% Original Notes and to exchange the 8.11% Exchange Notes for any
and all of the 8.11% Original Notes.
2. The terms of the Exchange Securities are identical in all respects to
the terms of the Original Securities, except that the registration rights and
related liquidated damages provisions, and the transfer restrictions, applicable
to the Original Securities are not applicable to the Exchange Securities.
3. Subject to the satisfaction or waiver of certain conditions set forth in
the Prospectus in the section captioned "The Exchange Offer -- Conditions to the
Exchange Offer," the Company will exchange the applicable Exchange Securities
for all Original Securities that are validly tendered and not withdrawn prior to
the expiration of the Exchange Offer.
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4. The Exchange Offer will expire at 5:00 p.m., New York City time, on
, 1999, unless extended by the Company.
5. You may withdraw tenders of Original Securities at any time prior to the
expiration of the Exchange Offer.
6. The exchange of Original Securities for Exchange Securities pursuant to
the Exchange Offer generally will not be a taxable event for U.S. federal income
tax purposes. See "United States Federal Income Tax Considerations" in the
enclosed Prospectus.
If you wish to have us tender your Original Securities, please so instruct
us by completing, executing and returning to us the instruction form on the back
of this letter. THE LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR INFORMATION
ONLY AND CANNOT BE USED BY YOU TO TENDER ORIGINAL SECURITIES HELD BY US FOR YOUR
ACCOUNT.
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INSTRUCTIONS WITH RESPECT TO
THE EXCHANGE OFFER
The undersigned acknowledge(s) receipt of your letter and the enclosed
material referred to therein relating to the Exchange Offer made by Lear
Corporation with respect to the Original Securities. Terms used herein with
initial capital letters have the respective meanings ascribed to them in your
letter.
This will instruct you to tender the Original Securities held by you for
the account of the undersigned, upon and subject to the terms and conditions set
forth in the Prospectus and the related Letter of Transmittal.
[ ] Please tender the amount of Original Securities indicated below (or if no
amount is indicated below, all Original Securities) held by you for my
account.
$ Aggregate Principal Amount of 7.96% Original Notes
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$ Aggregate Principal Amount of 8.11% Original Notes
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[ ] Please do not tender any Original Securities held by you for my account.
Dated: 1999
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Signature(s)
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Print Name(s) here:
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Print Address(es):
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Area Code and Telephone Number(s):
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Tax Identification or
Social Security Number(s):
None of the Original Securities held by us for your account will be
tendered unless we receive written instructions from you to do so. If you
authorize the tender of Original Securities held by us for your account, all
such Original Securities will be tendered unless a specific contrary instruction
is given in the space provided.
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