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): MAY 9, 2002
LEAR CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE 1-11311 13-3386776
(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification
incorporation) Number)
21557 TELEGRAPH ROAD, SOUTHFIELD, MICHIGAN 48034
(Address of principal executive offices) (Zip Code)
(248) 447-1500
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On May 9, 2002, the Board of Directors of Lear Corporation (the "Company"), upon
the recommendation of its Audit Committee, decided to no longer engage Arthur
Andersen LLP ("Arthur Andersen" or "AA") as the Company's independent public
accountants and engage Ernst & Young LLP ("E&Y") to serve as the Company's
independent public accountants for the fiscal year 2002.
Arthur Andersen's reports on the Company's consolidated financial statements for
each of the years ended December 31, 2001 and 2000 did not contain an adverse
opinion or disclaimer of opinion, nor were they qualified or modified as to
uncertainty, audit scope or accounting principles.
During the years ended December 31, 2001 and 2000 and through May 9, 2002, there
were no disagreements with Arthur Andersen on any matter of accounting principle
or practice, financial statement disclosure, or auditing scope or procedure
which, if not resolved to AA's satisfaction, would have caused them to make
reference to the subject matter in connection with their report on the Company's
consolidated financial statements for such years; and there were no reportable
events as defined in Item 304(a)(1)(v) of Regulation S-K.
The Company provided Arthur Andersen with a copy of the foregoing disclosures.
Attached as Exhibit 16.1 is a copy of AA's letter, dated May 9, 2002, stating
its agreement with such statements.
During the years ended December 31, 2001 and 2000 and through the date of the
Board of Directors' decision, the Company did not consult E&Y with respect to
the application of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be rendered on
the Company's consolidated financial statements, or any other matters or
reportable events as set forth in Items 304(a)(2)(i) and (ii) of Regulation S-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
Exhibit 16.1 Letter from Arthur Andersen LLP to the Securities and
Exchange Commission dated May 9, 2002, filed herewith.
Exhibit 99.1 Press Release issued May 9, 2002, filed herewith.
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 thereunto duly authorized.
LEAR CORPORATION,
a Delaware corporation
Date: May 9, 2002 By: /s/ Joseph F. McCarthy
-----------------------------------
Name: Joseph F. McCarthy
Title: Vice President, Secretary and
General Counsel
EXHIBIT INDEX
Exhibit Number Description
16.1 Letter from Arthur Andersen LLP to the
Securities and Exchange Commission
dated May 9, 2002.
99.1 Press Release issued May 9, 2002, filed herewith.