-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UK6OkT2B/gIZhpgTg5SgUFUO4uIE59SFUG18IyaO67cIb7HZ/Bq/OBu5UmAbP3er 7t/5hWVtCZ6X/ztl7ZfHuQ== 0000950142-96-000714.txt : 19961223 0000950142-96-000714.hdr.sgml : 19961223 ACCESSION NUMBER: 0000950142-96-000714 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19961220 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LEAR CORP /DE/ CENTRAL INDEX KEY: 0000842162 STANDARD INDUSTRIAL CLASSIFICATION: PUBLIC BUILDING AND RELATED FURNITURE [2531] IRS NUMBER: 133386776 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43537 FILM NUMBER: 96684341 BUSINESS ADDRESS: STREET 1: 21557 TELEGRAPH RD CITY: SOUTHFIELD STATE: MI ZIP: 48034 BUSINESS PHONE: 3137461500 MAIL ADDRESS: STREET 1: 21557 TELEGRAPH CORP CITY: SOUTHFIELD STATE: MI ZIP: 48034 FORMER COMPANY: FORMER CONFORMED NAME: LEAR SEATING CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: LEAR SIEGLER SEATING CORP DATE OF NAME CHANGE: 19900723 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: EXOR GROUP SA CENTRAL INDEX KEY: 0000936817 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 000000000 STATE OF INCORPORATION: N4 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 2 BOULEVARD ROYAL CITY: LUXEMBOURG STATE: N4 BUSINESS PHONE: 2123733000 MAIL ADDRESS: STREET 1: 1285 AVENUE OF THE AMERICAS STREET 2: C/O PAUL WEISS RIFKIND ET AL CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: IFINT SOCIETE ANONYME ET AL DATE OF NAME CHANGE: 19950203 SC 13G/A 1 AMENDMENT NO. 1 TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Amendment No. 1 Under the Securities Exchange Act of 1934 Lear Corporation ---------------- (Name of Issuer) Common Stock, par value $.01 per share -------------------------------------- (Title of Class of Securities) 521893 10 7 ----------- (CUSIP Number) Page 1 of 30 Pages Exhibit Index is at Page 18 CUSIP NO. 521893 10 7 13G ---------------- 1. Name of Reporting Person EXOR Group S.A. S.S. or I.R.S. Identifica- tion No. of Above Person (No S.S. or IRS Identification No.) 2. Check the Appropriate Box (a) if a Member of a Group (b) X 3. S.E.C. Use Only 4. Citizenship or Place of Luxembourg Organization Number of Shares (5) Sole Voting Power Beneficially 0 Owned by Each (6) Shared Voting Reporting Person Power 2,183,914 With (7) Sole Dispositive Power 0 (8) Shared Dispositive Power 2,183,914 9. Aggregate Amount Beneficially Owned by Each Reporting Person 2,183,914 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row 9 3.3% 12. Type of Reporting Person CO Page 2 of 30 Pages CUSIP No. 521893 10 7 13G --------------- 1. Name of Reporting Person FIMA Finance S.S. or I.R.S. Identifica- Management Inc. tion No. of Above Person (No S.S. or IRS Identification No.) 2. Check the Appropriate Box (a) if a Member of a Group (b) X 3. S.E.C. Use Only 4. Citizenship or Place of British Virgin Islands Organization Number of Shares (5) Sole Voting Power Beneficially 0 Owned by Each (6) Shared Voting Reporting Person Power 2,183,914 With (7) Sole Dispositive Power 0 (8) Shared Dispositive Power 2,183,914 9. Aggregate Amount Beneficially Owned by Each Reporting Person 2,183,914 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row 9 3.3% 12. Type of Reporting Person CO Page 3 of 30 Pages CUSIP No. 521893 10 7 13G --------------- 1. Name of Reporting Person Istituto Finanziario S.S. or I.R.S. Identifica- Industriale S.p.A. tion No. of Above Person (No S.S. or IRS Identification No.) 2. Check the Appropriate Box (a) if a Member of a Group (b) X 3. S.E.C. Use Only 4. Citizenship or Place of Italy Organization Number of Shares (5) Sole Voting Power Beneficially 0 Owned by Each (6) Shared Voting Reporting Person Power 2,183,914 With (7) Sole Dispositive Power 0 (8) Shared Dispositive Power 2,183,914 9. Aggregate Amount Beneficially Owned by Each Reporting Person 2,183,914 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row 9 3.3% 12. Type of Reporting Person CO Page 4 of 30 Pages CUSIP No. 521893 10 7 13G ---------------- 1. Name of Reporting Person Giovanni Agnelli S.S. or I.R.S. Identifica- e C. S.a.a. tion No. of Above Person (No S.S. or IRS Identification No.) 2. Check the Appropriate Box (a) if a Member of a Group (b) X 3. S.E.C. Use Only 4. Citizenship or Place of Italy Organization Number of Shares (5) Sole Voting Power Beneficially 0 Owned by Each (6) Shared Voting Reporting Person Power 2,183,914 With (7) Sole Dispositive Power 0 (8) Shared Dispositive Power 2,183,914 9. Aggregate Amount Beneficially Owned by Each Reporting Person 2,183,914 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row 9 3.3% 12. Type of Reporting Person PN Page 5 of 30 Pages CUSIP No. 521893 10 7 13G --------------- 1. Name of Reporting Person Giovanni Agnelli S.S. or I.R.S. Identifica- (No S.S. or IRS tion No. of Above Person Identification No.) 2. Check the Appropriate Box (a) if a Member of a Group (b) X 3. S.E.C. Use Only 4. Citizenship or Place of Italy Organization Number of Shares (5) Sole Voting Power Beneficially 0 Owned by Each (6) Shared Voting Reporting Person Power 2,183,914 With (7) Sole Dispositive Power 0 (8) Shared Dispositive Power 2,183,914 9. Aggregate Amount Beneficially Owned by Each Reporting Person 2,183,914 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row 9 3.3% 12. Type of Reporting Person IN Page 6 of 30 Pages CUSIP No. 521893 10 7 13G --------------- 1. Name of Reporting Person Umberto Agnelli S.S. or I.R.S. Identifica- (No S.S. or IRS tion No. of Above Person Identification No.) 2. Check the Appropriate Box (a) if a Member of a Group (b) X 3. S.E.C. Use Only 4. Citizenship or Place of Italy Organization Number of Shares (5) Sole Voting Power Beneficially 0 Owned by Each (6) Shared Voting Reporting Person Power 2,183,914 With (7) Sole Dispositive Power 0 (8) Shared Dispositive Power 2,183,914 9. Aggregate Amount Beneficially Owned by Each Reporting Person 2,183,914 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row 9 3.3% 12. Type of Reporting Person IN Page 7 of 30 Pages CUSIP No. 521893 10 7 13G --------------- 1. Name of Reporting Person Carlo Camerana S.S. or I.R.S. Identifica- (No S.S. or I.R.S. tion No. of Above Person Identification No.) 2. Check the Appropriate Box (a) if a Member of a Group (b) X 3. S.E.C. Use Only 4. Citizenship or Place of Italy Organization Number of Shares (5) Sole Voting Power Beneficially 0 Owned by Each (6) Shared Voting Reporting Person Power 2,183,914 With (7) Sole Dispositive Power 0 (8) Shared Dispositive Power 2,183,914 9. Aggregate Amount Beneficially Owned by Each Reporting Person 2,183,914 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row 9 3.3% 12. Type of Reporting Person IN Page 8 of 30 Pages CUSIP No. 521893 10 7 13G -------------- 1. Name of Reporting Person Gianluigi Gabetti S.S. or I.R.S. Identifica- (S.S. No. ###-##-####) tion No. of Above Person 2. Check the Appropriate Box (a) if a Member of a Group (b) X 3. S.E.C. Use Only 4. Citizenship or Place of Italy Organization Number of Shares (5) Sole Voting Power Beneficially 0 Owned by Each (6) Shared Voting Reporting Person Power 2,183,914 With (7) Sole Dispositive Power 0 (8) Shared Dispositive Power 2,183,914 9. Aggregate Amount Beneficially Owned by Each Reporting Person 2,183,914 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row 9 3.3% 12. Type of Reporting Person IN Page 9 of 30 Pages CUSIP No. 521893 10 7 13G --------------- 1. Name of Reporting Person Gabriele Galateri S.S. or I.R.S. Identifica- (S.S. No. ###-##-####) tion No. of Above Person 2. Check the Appropriate Box (a) if a Member of a Group (b) X 3. S.E.C. Use Only 4. Citizenship or Place of Italy Organization Number of Shares (5) Sole Voting Power Beneficially 0 Owned by Each (6) Shared Voting Reporting Person Power 2,183,914 With (7) Sole Dispositive Power 0 (8) Shared Dispositive Power 2,183,914 9. Aggregate Amount Beneficially Owned by Each Reporting Person 2,183,914 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row 9 3.3% 12. Type of Reporting Person IN Page 10 of 30 Pages CUSIP No. 521893 10 7 13G -------------- 1. Name of Reporting Person Cesare Romiti S.S. or I.R.S. Identifica- (No S.S. or I.R.S. tion No. of Above Person Identification No.) 2. Check the Appropriate Box (a) if a Member of a Group (b) X 3. S.E.C. Use Only 4. Citizenship or Place of Italy Organization Number of Shares (5) Sole Voting Power Beneficially 0 Owned by Each (6) Shared Voting Reporting Person Power 2,183,914 With (7) Sole Dispositive Power 0 (8) Shared Dispositive Power 2,183,914 9. Aggregate Amount Beneficially Owned by Each Reporting Person 2,183,914 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row 9 3.3% 12. Type of Reporting Person IN Page 11 of 30 Pages Item 1(a) Name of Issuer: Lear Corporation (the "Issuer") Item 1(b) Address of Issuer's Principal Executive Offices: 21557 Telegraph Road Southfield, Michigan 48086-5008 Item 2(a) Name of Person Filing: This Statement is being filed by: (i) FIMA Finance Management Inc., a British Virgin Islands Corporation ("FIMA"); (ii) EXOR Group S.A., a Luxembourg corporation ("EXOR"), which is the holder of all of the issued and outstanding capital stock of FIMA; (iii) Istituto Finanziario Industriale S.p.A., an Italian corporation ("IFI"), which for pur poses of the Securities and Exchange Act of 1934, as amended (the "Act"), is deemed to control EXOR; (iv) Giovanni Agnelli e C. S.a.a., an Italian limited partnership represented by shares ("GA"), which for purposes of the Act is deemed to control IFI; and (v) Messrs. Giovanni Agnelli, Umberto Agnelli, Carlo Camerana, Gianluigi Gabetti, Gabriele Galateri and Cesare Romiti, the General Partners of GA, who, for purposes of the Act are deemed to control GA (all such persons in (i) through (v) being hereinafter referred to as the "Reporting Persons"). Item 2(b) Address of Principal Business Office: FIMA: Wickhams Cay Road Town, Tortola British Virgin Islands EXOR: 2 Boulevard Royal L-2953, Luxembourg Page 12 of 30 Pages IFI: Corso Matteotti, 26 10121 Torino, Italy GA: Via Del Carmine, 10 10122 Torino, Italy Giovanni Agnelli: Corso Marconi 10 10125 Torino, Italy Umberto Agnelli: Via Carlo Marenco, 25 10126 Torino, Italy Carlo Camerana: Via del Carmine, 10 10122 Torino, Italy Gianluigi Gabetti: Via Carlo Marenco, 25 10126 Torino, Italy Gabriele Galateri: Via del Carmine, 10 10122 Torino, Italy Cesare Romiti: Corso Marconi, 10 10125 Torino, Italy Item 2(c) Citizenship: See Item 4 of the cover pages attached hereto. Item 2(d) Title of Class of Securities: Common Stock, par value $.01 per share (the "Common Stock") Item 2(e) CUSIP Number: 521893 10 7 Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b), check whether the person filing is a: (a) ( ) Broker or Dealer registered under Section 15 of the Act Page 13 of 30 Pages (b) ( ) Bank as defined in Section 3(a)(6) of the Act (c) ( ) Insurance Company as defined in Section 3(a)(19) of the Act (d) ( ) Investment Company registered under Section 8 of the Investment Company Act (e) ( ) Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940 (f) ( ) Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see ss. 140.13d-1(b)(1)(ii)(F) (g) ( ) Parent Holding Company, in accordance withss. 240.13d-1(b)(ii)(G) (h) ( ) Group, in accordance with ss. 240.13d-1(b)(1)(ii)(H) Item 4. Ownership: As of the date of this statement, FIMA is the beneficial owner of 2,183,914 shares of Common Stock (the "FIMA Shares"). The FIMA Shares constitute 3.3% of the outstanding shares of Common Stock based on 65,410,232 shares of Common Stock outstanding on November 4, 1996, as reported in the Issuer's Quarterly report on Form 10-Q for the quarter ended September 30, 1996. EXOR, through its control of FIMA, IFI through its deemed control (for purposes of the Act) of EXOR, GA through its deemed control (for purposes of the Act) of IFI, and Messrs. Giovanni Agnelli, Umberto Agnelli, Carlo Camerana, Gianluigi Gabetti, Gabriele Galateri and Cesare Romiti, through their deemed control (for purposes of the Act) of GA, beneficially own all of the FIMA Shares. All of the Reporting Persons share the power to dispose or to direct the disposition and the power to vote or to direct the vote of the FIMA Shares. Page 14 of 30 Pages Item 5. Ownership of Five Percent or Less of a Class: If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X]. Item 6. Ownership of More than Five Percent on Behalf of Another Person: Not applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company: Not applicable. Item 8. Identification and Classification of Members of the Group: Not applicable. Item 9. Notice of Dissolution of Group: Not applicable Item 10. Certification: Not applicable. Page 15 of 30 Pages Signature After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this Statement is true, complete and correct. EXOR GROUP S.A. By: * ------------------------------- Name: Richard S. Borisoff Title: Attorney-in-Fact FIMA FINANCE MANAGEMENT INC. By: * ------------------------------- Name: Richard S. Borisoff Title: Attorney-in-Fact ISTITUTO FINANZIARIO INDUSTRIALE S.p.A. By: * ------------------------------- Name: Richard S. Borisoff Title: Attorney-in-Fact GIOVANNI AGNELLI e C. S.a.a. By: * ------------------------------- Name: Richard S. Borisoff Title: Attorney-in-Fact By: * ------------------------------- Giovanni Agnelli, by Richard S. Borisoff, Attorney-in-Fact * ------------------------------- Umberto Agnelli, by Richard S. Borisoff, Attorney-in-Fact Page 16 of 30 Pages * ------------------------------- Carlo Camerana, by Richard S. Borisoff, Attorney-in-Fact * ------------------------------- Gianluigi Gabetti, by Richard S. Borisoff, Attorney-in-Fact * ------------------------------- Gabriele Galateri, by Richard S.Borisoff, Attorney-in-Fact * ------------------------------- Cesare Romiti, by Richard S. Borisoff, Attorney-in-Fact /s/ Richard S. Borisoff ------------------------------- *Richard S. Borisoff Attorney-in-Fact Dated: December 20, 1996 Page 17 of 30 Pages EXHIBIT INDEX Exhibit No. Document Page 1 Joint Filing Agreement, dated 19 December 20, 1996 2 Power of Attorney for FIMA Finance 21 Management, Inc. 3 Power of Attorney for EXOR GROUP S.A. 22 4 Power of Attorney for Istituto Finanziario 23 Industriale S.p.A. 5 Power of Attorney for Giovanni Agnelli e 24 C. S.a.a. 6 Power of Attorney for Giovanni Agnelli 25 7 Power of Attorney for Umberto Agnelli 26 8 Power of Attorney for Carlo Camerana 27 9 Power of Attorney for Gianluigi Gabetti 28 10 Power of Attorney for Gabriele Galateri 29 11 Power of Attorney for Cesare Romiti 30 Page 18 of 30 Pages Exhibit 1 Pursuant to Rule 13d-1(f)(1)(iii) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree that the Statement to which this Exhibit is attached is filed on behalf of each of them. EXOR GROUP S.A. By: * ---------------------------- Name: Richard S. Borisoff Title: Attorney-in-Fact FIMA FINANCE MANAGEMENT INC. By: * ---------------------------- Name: Richard S. Borisoff Title: Attorney-in-Fact ISTITUTO FINANZIARIO INDUSTRIALE S.p.A. By: * ---------------------------- Name: Richard S. Borisoff Title: Attorney-in-Fact GIOVANNI AGNELLI e C. S.a.a. By: * ---------------------------- Name: Richard S. Borisoff Title: Attorney-in-Fact Page 19 of 30 Pages * ---------------------------- Giovanni Agnelli, by Richard S. Borisoff, Attorney-in-Fact * ---------------------------- Umberto Agnelli, by Richard S. Borisoff, Attorney-in-Fact * ---------------------------- Carlo Camerana, by Richard S. Borisoff, Attorney-in-Fact * ---------------------------- Gianluigi Gabetti, by Richard S. Borisoff, Attorney-in-Fact * ---------------------------- Gabriele Galateri, by Richard S. Borisoff, Attorney-in-Fact * ---------------------------- Cesare Romiti, by Richard S. Borisoff, Attorney-in-Fact /s/ Richard S. Borisoff ---------------------------- *Richard S. Borisoff Attorney-in-Fact Dated: December 20, 1996 Page 20 of 30 Pages Exhibit 2 POWER OF ATTORNEY The undersigned, FIMA FINANCE MANAGEMENT INC., a British Virgin Islands corporation (the "Corporation"), by its representatives thereto duly authorized, hereby constitutes and appoints ERNEST RUBENSTEIN, PETER J. ROTHENBERG and RICHARD S. BORISOFF of Paul, Weiss, Rifkind, Wharton & Garrison, New York, New York, and each of them, severally, with full power of substitution, its true and lawful attorneys-in-fact and agents, in any and all capacities, with full power and authority to act in its name and place on its behalf with respect to all matters relating to or in connection with the acquisition, ownership and sale or other disposition by the Corporation or any of its existing or future affiliates of direct or indirect interests in any entity (incorporated or unincorporated) or in any assets or properties (tangible or intangible) of any such entity, and to take all actions and execute and deliver all instruments and documents incidental or ancillary thereto, including, but not limited to, the certificates, notices or agreements necessary or appropriate to be executed in connection therewith and any reports to be filed with the United States Securities and Exchange Commission pursuant to Sections 13(d), 13(g) and 16 of Securities Exchange Act of 1934, as amended, and to file any such other reports, documents and certificates with any state, local or other agencies and instrumentalities and other persons with which such other reports, documents or certificates are required to be filed or delivered, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or other substitutes, may lawfully do or cause to be done. FIMA FINANCE MANAGEMENT INC. (B.V.I.) By: /s/ Siegfried Maron ------------------------------- Name: Siegfried Maron Title: President Date: December 27, 1995 Page 21 of 30 Pages Exhibit 3 POWER OF ATTORNEY The undersigned, EXOR GROUP S.A., a Luxembourg corporation, by its representatives thereto duly authorized, hereby constitutes and appoints Ernest Rubenstein, Peter J. Rothenberg and Richard S. Borisoff of Paul, Weiss, Rifkind, Wharton & Garrison, New York, New York, and each of them, severally, with full power of substitution, its true and lawful attorneys-in-fact and agents, in any and all capacities, with full power and authority to act in its name and place on its behalf with respect to all matters relating to or in connection with the acquisition, ownership and sale or other disposition by the Corporation, or any of its existing or future affiliates of direct or indirect interests in any entity (incorporated or unincorporated) or in any assets or properties (tangible or intangible) of any such entity, and to take all actions and execute and deliver all instruments and documents incidental or ancillary thereto, including, but not limited to, the certificates, notices or agreements necessary or appropriate to be executed in connection therewith and any reports to be filed with the United States Securities and Exchange Commission pursuant to Sections 13(d), 13(g) and 16 of Securities Exchange Act of 1934, as amended, and to file any such other reports, documents and certificates with any state, local or other agencies and instrumentalities and other persons with which such other reports, documents or certificates are required to be filed or delivered, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as it might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or other substitutes, may lawfully do or cause to be done. EXOR GROUP S.A. By: /s/ Giovanni Agnelli ------------------------------- Name: Giovanni Agnelli Title: Chairman Date: December 15, 1995 Page 22 of 30 Pages Exhibit 4 POWER OF ATTORNEY The undersigned, ISTITUTO FINANZIARIO INDUSTRIALE S.p.A., a corporation organized under the laws of Italy, by its representatives thereto duly authorized, hereby constitutes and appoints Ernest Rubenstein, Peter J. Rothenberg and Richard S. Borisoff of Paul, Weiss, Rifkind, Wharton & Garrison, New York, New York, and each of them, severally, with full power of substitution, its true and lawful attorneys-in-fact and agents, in any and all capacities, with full power and authority to act in its name and place on its behalf with respect to all matters relating to or in connection with the acquisition, ownership and sale or other disposition by EXOR GROUP S.A., a Luxembourg corporation, or any of its existing or future affiliates of direct or indirect interests in any entity (incorporated or unincorporated) or in any assets or properties (tangible or intangible) of any such entity, and to take all actions and execute and deliver all instruments and documents incidental or ancillary thereto, including, but not limited to, the certificates, notices or agreements necessary or appropriate to be executed in connection therewith and any reports to be filed with the United States Securities and Exchange Commission pursuant to Sections 13(d), 13(g) and 16 of Securities Exchange Act of 1934, as amended, and to file any such other reports, documents and certificates with any state, local or other agencies and instrumentalities and other persons with which such other reports, documents or certificates are required to be filed or delivered, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as it might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or other substitutes, may lawfully do or cause to be done. ISTITUTO FINANZIARIO INDUSTRIALE S.p.A. By: /s/ Giovanni Agnelli ------------------------------- Name: Giovanni Agnelli Title: Chairman Date: December 15, 1995 Page 23 of 30 Pages Exhibit 5 POWER OF ATTORNEY The undersigned, GIOVANNI AGNELLI e C. S.a.a., an Italian limited partnership represented by shares organized under the laws of Italy, by its representatives thereto duly authorized, hereby constitutes and appoints Ernest Rubenstein, Peter J. Rothenberg and Richard S. Borisoff of Paul, Weiss, Rifkind, Wharton & Garrison, New York, New York, and each of them, severally, with full power of substitution, its true and lawful attorneys-in-fact and agents, in any and all capacities, with full power and authority to act in its name and place on its behalf with respect to all matters relating to or in connection with the acquisition, ownership and sale or other disposition by EXOR GROUP S.A., a Luxembourg corporation, or any of its existing or future affiliates of direct or indirect interests in any entity (incorporated or unincorporated) or in any assets or properties (tangible or intangible) of any such entity, and to take all actions and execute and deliver all instruments and documents incidental or ancillary thereto, including, but not limited to, the certificates, notices or agreements necessary or appropriate to be executed in connection therewith and any reports to be filed with the United States Securities and Exchange Commission pursuant to Sections 13(d), 13(g) and 16 of Securities Exchange Act of 1934, as amended, and to file any such other reports, documents and certificates with any state, local or other agencies and instrumentalities and other persons with which such other reports, documents or certificates are required to be filed or delivered, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as it might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or other substitutes, may lawfully do or cause to be done. GIOVANNI AGNELLI e C. S.a.a. By: /s/ Giovanni Agnelli ------------------------------- Name: Giovanni Agnelli Title: General Partner Date: December 15, 1995 Page 24 of 30 Pages Exhibit 6 POWER OF ATTORNEY The undersigned, GIOVANNI AGNELLI, in his capacity as Accamandatario (i.e., General Partner) of Giovanni Agnelli e C. S.a.a., an Italian limited partnership represented by shares, hereby constitutes and appoints Ernest Rubenstein, Peter J. Rothenberg and Richard S. Borisoff of Paul, Weiss, Rifkind, Wharton & Garrison, New York, New York, and each of them, severally, with full power of substitution, his true and lawful attorneys-in-fact and agents, in any and all capacities, with full power and authority to act in his name and place on his behalf with respect to all matters relating to or in connection with the acquisition, ownership and sale or other disposition by EXOR GROUP S.A., a Luxembourg corporation, or any of its existing or future affiliates of direct or indirect interests in any entity (incorporated or unincorporated) or in any assets or properties (tangible or intangible) of any such entity, and to take all actions and execute and deliver all instruments and documents incidental or ancillary thereto, including, but not limited to, the certificates, notices or agreements necessary or appropriate to be executed in connection therewith and any reports to be filed with the United States Securities and Exchange Commission pursuant to Sections 13(d), 13(g) and 16 of Securities Exchange Act of 1934, as amended, and to file any such other reports, documents and certificates with any state, local or other agencies and instrumentalities and other persons with which such other reports, documents or certificates are required to be filed or delivered, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or other substitutes, may lawfully do or cause to be done. /s/ Giovanni Agnelli ------------------------------- Giovanni Agnelli Date: December 15, 1995 Page 25 of 30 Pages Exhibit 7 POWER OF ATTORNEY The undersigned, UMBERTO AGNELLI, in his capacity as Accamandatario (i.e., General Partner) of Giovanni Agnelli e C. S.a.a., an Italian limited partnership represented by shares, hereby constitutes and appoints Ernest Rubenstein, Peter J. Rothenberg and Richard S. Borisoff of Paul, Weiss, Rifkind, Wharton & Garrison, New York, New York, and each of them, severally, with full power of substitution, his true and lawful attorneys-in-fact and agents, in any and all capacities, with full power and authority to act in his name and place on his behalf with respect to all matters relating to or in connection with the acquisition, ownership and sale or other disposition by EXOR GROUP S.A., a Luxembourg corporation, or any of its existing or future affiliates of direct or indirect interests in any entity (incorporated or unincorporated) or in any assets or properties (tangible or intangible) of any such entity, and to take all actions and execute and deliver all instruments and documents incidental or ancillary thereto, including, but not limited to, the certificates, notices or agreements necessary or appropriate to be executed in connection therewith and any reports to be filed with the United States Securities and Exchange Commission pursuant to Sections 13(d), 13(g) and 16 of Securities Exchange Act of 1934, as amended, and to file any such other reports, documents and certificates with any state, local or other agencies and instrumentalities and other persons with which such other reports, documents or certificates are required to be filed or delivered, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or other substitutes, may lawfully do or cause to be done. /s/ Umberto Agnelli ------------------------------- Umberto Agnelli Date: December 15, 1995 Page 26 of 30 Pages Exhibit 8 POWER OF ATTORNEY The undersigned, CARLO CAMERANA, in his capacity as Accamandatario (i.e., General Partner) of Giovanni Agnelli e C. S.a.a., an Italian limited partnership represented by shares, hereby constitutes and appoints Ernest Rubenstein, Peter J. Rothenberg and Richard S. Borisoff of Paul, Weiss, Rifkind, Wharton & Garrison, New York, New York, and each of them, severally, with full power of substitution, his true and lawful attorneys-in-fact and agents, in any and all capacities, with full power and authority to act in his name and place on his behalf with respect to all matters relating to or in connection with the acquisition, ownership and sale or other disposition by EXOR GROUP S.A., a Luxembourg corporation, or any of its existing or future affiliates of direct or indirect interests in any entity (incorporated or unincorporated) or in any assets or properties (tangible or intangible) of any such entity, and to take all actions and execute and deliver all instruments and documents incidental or ancillary thereto, including, but not limited to, the certificates, notices or agreements necessary or appropriate to be executed in connection therewith and any reports to be filed with the United States Securities and Exchange Commission pursuant to Sections 13(d), 13(g) and 16 of Securities Exchange Act of 1934, as amended, and to file any such other reports, documents and certificates with any state, local or other agencies and instrumentalities and other persons with which such other reports, documents or certificates are required to be filed or delivered, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or other substitutes, may lawfully do or cause to be done. /s/ Carlo Camerana ------------------------------- Carlo Camerana Date: December 31, 1995 Page 27 of 30 Pages Exhibit 9 POWER OF ATTORNEY The undersigned, GIANLUIGI GABETTI, in his capacity as Accamandatario (i.e., General Partner) of Giovanni Agnelli e C. S.a.a., an Italian limited partnership represented by shares, hereby constitutes and appoints Ernest Rubenstein, Peter J. Rothenberg and Richard S. Borisoff of Paul, Weiss, Rifkind, Wharton & Garrison, New York, New York, and each of them, severally, with full power of substitution, his true and lawful attorneys-in-fact and agents, in any and all capacities, with full power and authority to act in his name and place on his behalf with respect to all matters relating to or in connection with the acquisition, ownership and sale or other disposition by EXOR GROUP S.A., a Luxembourg corporation, or any of its existing or future affiliates of direct or indirect interests in any entity (incorporated or unincorporated) or in any assets or properties (tangible or intangible) of any such entity, and to take all actions and execute and deliver all instruments and documents incidental or ancillary thereto, including, but not limited to, the certificates, notices or agreements necessary or appropriate to be executed in connection therewith and any reports to be filed with the United States Securities and Exchange Commission pursuant to Sections 13(d), 13(g) and 16 of Securities Exchange Act of 1934, as amended, and to file any such other reports, documents and certificates with any state, local or other agencies and instrumentalities and other persons with which such other reports, documents or certificates are required to be filed or delivered, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or other substitutes, may lawfully do or cause to be done. /s/ Gianluigi Gabetti ------------------------------- Gianluigi Gabetti Date: December 15, 1995 Page 28 of 30 Pages Exhibit 10 POWER OF ATTORNEY The undersigned, GABRIELE GALATERI GENOLA, in his capacity as Accamandatario (i.e., General Partner) of Giovanni Agnelli e C. S.a.a., an Italian limited partnership represented by shares, hereby constitutes and appoints Ernest Rubenstein, Peter J. Rothenberg and Richard S. Borisoff of Paul, Weiss, Rifkind, Wharton & Garrison, New York, New York, and each of them, severally, with full power of substitution, his true and lawful attorneys-in-fact and agents, in any and all capacities, with full power and authority to act in his name and place on his behalf with respect to all matters relating to or in connection with the acquisition, ownership and sale or other disposition by EXOR GROUP S.A., a Luxembourg corporation, or any of its existing or future affiliates of direct or indirect interests in any entity (incorporated or unincorporated) or in any assets or properties (tangible or intangible) of any such entity, and to take all actions and execute and deliver all instruments and documents incidental or ancillary thereto, including, but not limited to, the certificates, notices or agreements necessary or appropriate to be executed in connection therewith and any reports to be filed with the United States Securities and Exchange Commission pursuant to Sections 13(d), 13(g) and 16 of Securities Exchange Act of 1934, as amended, and to file any such other reports, documents and certificates with any state, local or other agencies and instrumentalities and other persons with which such other reports, documents or certificates are required to be filed or delivered, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or other substitutes, may lawfully do or cause to be done. /s/ Gabriele Galateri Genola ------------------------------- Gabriele Galateri Genola Date: December 31, 1995 Page 29 of 30 Pages Exhibit 11 POWER OF ATTORNEY The undersigned, CESARE ROMITI, in his capacity as Accamandatario (i.e., General Partner) of Giovanni Agnelli e C. S.a.a., an Italian limited partnership represented by shares, hereby constitutes and appoints Ernest Rubenstein, Peter J. Rothenberg and Richard S. Borisoff of Paul, Weiss, Rifkind, Wharton & Garrison, New York, New York, and each of them, severally, with full power of substitution, his true and lawful attorneys-in-fact and agents, in any and all capacities, with full power and authority to act in his name and place on his behalf with respect to all legal, contractual or regulatory matters relating to or in connection with the acquisition, ownership and sale or other disposition by EXOR GROUP S.A., a Luxembourg corporation, or any of its existing or future affiliates of direct or indirect interests in any entity (incorporated or unincorporated) or in any assets or properties (tangible or intangible) of any such entity, and to take all actions and execute and deliver all instruments and documents incidental or ancillary thereto, including, but not limited to, the certificates, notices or agreements necessary or appropriate to be executed in connection therewith and any reports to be filed with the United States Securities and Exchange Commission pursuant to Section 13(d), 13(g) and 16 of Securities Exchange Act of 1934, as amended, and to file any such other reports, documents and certificates with any state, local or other agencies and instrumentalities and other persons with which such other reports, documents or certificates are required to be filed or delivered, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or other substitutes, may lawfully do or cause to be done. /s/ Cesare Romiti ------------------------------- Cesare Romiti Date: December 21, 1995 Page 30 of 30 Pages -----END PRIVACY-ENHANCED MESSAGE-----