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): December 6, 2006
LEAR CORPORATION
(Exact name of registrant as specified in its charter)
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| Delaware
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1-11311
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13-3386776 |
| (State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification Number) |
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| 21557 Telegraph Road, Southfield, MI
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48033 |
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(Zip Code) |
(248) 447-1500
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Section 8 — Other Events
Item 8.01 — Other Events
(a) On December 6, 2006, Lear Corporation (“Lear”) issued a press release announcing the results to
date of its tender offer commenced November 21, 2006 for up to $850 million aggregate principal
amount of its 8.125% senior notes due 2008, of which approximately €237 million are outstanding,
and its 8.11% senior notes due 2009, of which approximately $593 million are outstanding. Lear
also announced that all holders whose 2009 notes are validly tendered on or prior to the expiration
date, including notes validly tendered after the early tender date of December 5, 2006, will be
eligible to receive the total consideration in the tender offer of $1,055 per $1,000 principal
amount at maturity for the 2009 notes. The press release is attached as Exhibit 99.1 hereto and is
incorporated herein by reference.
(b) On November 8, 2006, Lear completed the private sale (the “Stock Issuance”) of 8,695,653
shares of its common stock (the “Common Stock”) to Icahn Partners LP, Icahn Partners Master Fund LP
and Koala Holding LLC (collectively, the “Icahn Stockholders”) at a price per share of $23.00.
Pursuant to the terms of the Stock Purchase Agreement entered into in connection with the Stock
Issuance, Lear agreed, within thirty (30) days after the closing of the Stock Issuance, to prepare
and file a shelf registration statement with the U.S. Securities and Exchange Commission (the
“SEC”) covering the resale of the Common Stock and all other common stock then held by the Icahn
Stockholders and to use its best efforts to maintain such registration statement continuously
effective until such time as the shares being registered may be resold in a transaction exempt from
the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”).
Pursuant to this prior contractual obligation, Lear is filing on the date hereof a shelf
registration statement with the SEC to cover the resale of the Common Stock.
(c) On November 24, 2006, Lear completed the private sale (the “Note Issuance”) of $300,000,000
aggregate principal amount of its 81/2% Senior Notes due 2013 and $600,000,000 aggregate principal
amount of its 83/4% Senior Notes due 2016 (the “Notes”). Pursuant to the terms of the Registration
Rights Agreement entered into in connection with the Note Issuance, Lear agreed to file a
registration statement with the SEC relating to offers to exchange the applicable Notes for
substantially similar notes registered under the Securities Act. Pursuant to this prior
contractual obligation, Lear is filing on the date hereof a registration statement with the SEC
relating to the exchange offer.
Section 9 — Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
The pro forma financial information and exhibits thereto of Lear Corporation (“Lear”) filed
herewith sets forth certain pro forma financial information described therein, including
information relating to the execution of a definitive agreement
relating to the transfer of
substantially all of the assets of Lear’s North American interior business to International
Automotive Components Group North America, LLC, Lear’s joint venture with WL Ross & Co. and
Franklin Mutual Advisers, LLC, previously reported in Lear’s Current Report of Form 8-K filed on
December 1, 2006.
(c) Exhibits
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99.1
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Press Release of Lear Corporation issued December 6, 2006. |
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F-1
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Pro forma financial information required by Rule 11-02 of Regulation S-X. |