-----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, N2aR2zJxb/DMvpmNLfZwg90qkf2UIjDca+d/gZt6oMCTeYmNOvYiUjOCCKxEKTSM ybb67QCKGpLWyFgCQETEFQ== 0000950137-06-013940.txt : 20061220 0000950137-06-013940.hdr.sgml : 20061220 20061220163040 ACCESSION NUMBER: 0000950137-06-013940 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20061220 ITEM INFORMATION: Other Events FILED AS OF DATE: 20061220 DATE AS OF CHANGE: 20061220 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LEAR CORP 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11311 FILM NUMBER: 061290263 BUSINESS ADDRESS: STREET 1: 21557 TELEGRAPH ROAD CITY: SOUTHFIELD STATE: MI ZIP: 48034 BUSINESS PHONE: 2484471500 MAIL ADDRESS: STREET 1: 21557 TELEGRAPH ROAD CITY: SOUTHFIELD STATE: MI ZIP: 48034 FORMER COMPANY: FORMER CONFORMED NAME: LEAR CORP /DE/ DATE OF NAME CHANGE: 19960620 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 8-K 1 k11015e8vk.htm CURRENT REPORT e8vk
 

 
 
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 20, 2006
LEAR CORPORATION
(Exact name of registrant as specified in its charter)
         
Delaware
(State or other jurisdiction of
incorporation)
  1-11311
(Commission File Number)
  13-3386776
(IRS Employer Identification Number)
     
21557 Telegraph Road, Southfield, MI
(Address of principal executive offices)
  48033
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


 

Item 8.01 — Other Events
(a) On December 20, 2006, Lear Corporation (“Lear”) completed the tender offer for its 8.125% Senior Notes due 2008 (the “2008 Notes”) and 8.11% Senior Notes due 2009 (the “2009 Notes” and, together with the 2008 Notes, the “Notes”). A total of approximately $792.7 million (or its equivalent) in aggregate principal amount of Notes were tendered by holders by midnight, New York City time, on December 19, 2006, the expiration date. Lear completed the early settlement for the 2008 Notes on December 6, 2006.
The table below shows the Notes included in the tender offer, the principal amounts tendered prior to the expiration of the tender offer and the principal amounts that remain outstanding (amounts are reported in millions):
                         
                    Principal Amount
    Principal Amount   Principal Amount   Remaining
Note   Outstanding (1)   Tendered   Outstanding
2008 Notes (EUR)
  237.0     181.4     55.6  
2009 Notes (USD)
  $ 593.4     $ 552.0     $ 41.4  
 
(1)   As of the tender offer commencement date, November 21, 2006.
(b) On December 20, 2006, Lear’s Board of Directors approved a recommendation that Lear’s stockholders vote at the 2007 Annual Meeting of Stockholders to amend Lear’s Certificate of Incorporation to implement annual election of directors. If stockholders approve the amendment, current directors, including those re-elected to three-year terms at the 2007 Annual Meeting, will continue to serve the remainder of their elected terms; and starting with the 2008 Annual Meeting of Stockholders, directors will be elected annually so that by the 2010 Annual Meeting of Stockholders, all directors will be elected annually.

2


 

SIGNATURE
Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
         
  LEAR CORPORATION,
a Delaware corporation
 
 
Date: December 20, 2006  By:   /s/ Daniel A. Ninivaggi    
    Name:   Daniel A. Ninivaggi   
    Title:   Executive Vice President, Secretary and General Counsel   
 

3

-----END PRIVACY-ENHANCED MESSAGE-----