<PAGE>   1
 
                  AS FILED WITH THE COMMISSION ON JUNE 5, 1995
 
                                                      REGISTRATION NO. 33-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ----------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                   UNDER THE
                             SECURITIES ACT OF 1933
                             ----------------------
 
                            LEAR SEATING CORPORATION
             (Exact name of registrant as specified in its charter)
 
<TABLE>
<S>                             <C>                             <C>
            DELAWARE                                                       13-3386776
(State or other jurisdiction of                                 (I.R.S. Employer Identification
 incorporation or organization)                                               No.)
                                       ------------------
      21557 TELEGRAPH ROAD
      SOUTHFIELD, MICHIGAN                                                   48034
(Address of principal executive                                            (zip code)
             offices)
    LEAR SEATING CORPORATION                                        LEAR SEATING CORPORATION
     401(K) PLAN FOR HOURLY                                          401(K) PLAN FOR HOURLY
 EMPLOYEES OF THE ATLANTA PLANT                                 EMPLOYEES OF THE ROMULUS I PLANT
                                   (Full title of the plans)
</TABLE>
 
                             JAMES H. VANDENBERGHE
                            EXECUTIVE VICE PRESIDENT
                            LEAR SEATING CORPORATION
                              21557 TELEGRAPH ROAD
                           SOUTHFIELD, MICHIGAN 48034
                    (Name and address of agent for service)
                                 (810) 746-1500
         (Telephone number, including area code, of agent for service)
 
     This Registration Statement shall become effective immediately upon filing
with the Securities Exchange Commission, and sales of the registered securities
to participants in the various 401(k) plans listed above will be effected
pursuant to purchases in the open market.
                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------
                                                                        PROPOSED MAXIMUM
                                                      PROPOSED MAXIMUM     AGGREGATE        AMOUNT OF
        TITLE OF SECURITIES           AMOUNT TO BE     OFFERING PRICE       OFFERING      REGISTRATION
        TO BE REGISTERED(1)           REGISTERED(1)     PER SHARE(2)        PRICE(2)           FEE
<S>                                  <C>              <C>               <C>               <C>
- -------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value.......   50,000 shares       $20.4375         $1,021,875        $352.37
- -------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------
</TABLE>
 
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
    Registration Statement also covers an indeterminate amount of interests to
    be offered or sold pursuant to the employee benefit plans described herein.
 
(2) Estimated pursuant to Rule 457(h) under the Securities Act of 1933 solely
    for the purpose of calculating the amount of the registration fee based upon
    the average of the high and low sales prices reported for shares of the
    Common Stock on the New York Stock Exchange on May 31, 1995, which was
    $20.4375.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>   2
 
                                    PART I.
 
                INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS
 
     The document(s) containing the information specified in Part I of Form S-8
will be sent or given to participating employees as specified by Rule 428(b)(1)
of the Securities Act of 1933, as amended. These documents and the documents
incorporated by reference into this Registration Statement pursuant to Item 3 of
Part II of this Registration Statement, taken together, constitute a prospectus
that meets the requirements of Section 10(a) of the Securities Act of 1933, as
amended.
 
                                       I-1
<PAGE>   3
 
                                    PART II
 
              INFORMATION REQUIRED IN THIS REGISTRATION STATEMENT
 
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
 
     Lear Seating Corporation (the "Registrant") and Lear Seating Corporation
401(k) Plan for Hourly Employees of the Atlanta Plant and Lear Seating
Corporation 401(k) Plan for Hourly Employees of the Romulus I Plant
(collectively, the "Plans") hereby incorporate the following documents herein by
reference:
 
          (a) The Registrant's annual report on Form 10-K for fiscal year ended
     December 31, 1994 filed with the Securities and Exchange Commission
     pursuant to Section 13(a) of the Securities Exchange Act of 1934, as
     amended (the "Exchange Act");
 
          (b) All other reports filed by the Registrant and the Plans pursuant
     to Sections 13(a) or 15(d) of the Exchange Act, on or after December 31,
     1994; and
 
          (c) The description of the Registrant's Common Stock, $.01 par value,
     contained in the Registrant's registration statement on Form 8-A filed
     pursuant to Section 12(b) of the Exchange Act filed on April 1, 1994, as
     amended by Amendment No. 1 on Form 8A/A filed on April 5, 1994, including
     any subsequent amendment or any report or other filing with the Securities
     and Exchange Commission updating such description.
 
     In addition, all documents subsequently filed by the Registrant and the
Plans pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after
the date of this Registration Statement and prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
securities offered hereby have been sold or which deregisters all such
securities then remaining unsold shall be deemed to be incorporated herein by
reference and to be a part hereof from the date of filing of such documents.
 
     Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
 
ITEM 4. DESCRIPTION OF SECURITIES
 
     Not Applicable.
 
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
 
     None.
 
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
 
     As authorized by Section 145 of the General Corporation Law of Delaware
(the "Delaware Corporation Law"), each director and officer of the Registrant
may be indemnified by the Registrant against expenses (including attorney's
fees, judgments, fines and amounts paid in settlement) actually and reasonably
incurred in connection with the defense or settlement of any threatened, pending
or completed legal proceedings in which he is involved by reason of the fact
that he is or was a director or officer of the Registrant if he acted in good
faith and in a manner that he reasonably believed to be in or not opposed to the
best interests of the Registrant, and, with respect to any criminal action or
proceeding, if he had no reasonable cause to believe that his conduct was
unlawful. If the legal proceeding, however, is by or in the right of the
Registrant, the director or officer may not be indemnified in respect to any
claim, issue or matters as to which he shall have been adjudged to be liable for
negligence or misconduct in the performance of his duty to the Registrant unless
a court determines otherwise.
 
                                      II-1
<PAGE>   4
     Article Five of the Restated Certificate of Incorporation of the Registrant
provides that no director of the Registrant shall be personally liable to the
Registrant or its stockholders for monetary damages for any breach of his
fiduciary duty as a director; provided, however, that such clause shall not
apply to any liability of a director (1) for any breach of his duty of loyalty
to the Registrant or its stockholders, (2) for acts or omissions that are not in
good faith or involve intentional misconduct or a knowing violation of the law,
(3) under Section 174 of the Delaware Corporation Law, or (4) for any
transaction from which the director derived an improper personal benefit. In
addition, Article Six of the Restated Certificate of Incorporation of the
Registrant and Article VIII of the Amended and Restated By-Laws of the
Registrant provide for the indemnification of the Registrant's directors and
officers.
 
     The Registrant maintains directors and officers liability insurance that
insures the directors and officers of the Registrant against certain
liabilities. In addition, Lehman Brothers Inc. has agreed to indemnify Jeffrey
P. Hughes, David P. Spalding, James A. Stern, Eliot Fried and Alan Washkowitz,
each being a director of the Registrant, in connection with their service as
directors of the Registrant.
 
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
 
     Not Applicable.
 
ITEM 8. EXHIBITS
 
 4.1    Form of certificate for the Registrant's Common Stock, par value $.01 
        per share (filed as Exhibit 4.5 to the Registrant's Registration 
        Statement on Form S-8 (No. 33-55783) and incorporated herein by 
        reference)
23.1    Consent of Arthur Andersen LLP
24.1    Powers of Attorney (included on the signature page hereof)

 
     The undersigned Registrant hereby undertakes that it will submit or has
submitted the Plans and any amendment thereto to the Internal Revenue Service
("IRS") in a timely manner and has made or will make all changes required by the
IRS in order to qualify the Plans under Section 401 of the Internal Revenue Code
of 1986, as amended.
 
                                      II-2
<PAGE>   5
 
ITEM 9. UNDERTAKINGS
 
     (a) The undersigned Registrant hereby undertakes:
 
          (1) To file, during any period in which offers or sales are being made
     of the securities registered hereby, a post-effective amendment to this
     Registration Statement:
 
             (i) To include any prospectus required by Section 10(a)(3) of the
        Securities Act;
 
             (ii) To reflect in the prospectus any facts or events arising after
        the effective date of this Registration Statement (or the most recent
        post-effective amendment thereof) which, individually or in the
        aggregate, represent a fundamental change in the information set forth
        in this Registration Statement;
 
             (iii) To include any material information with respect to the plan
        of distribution not previously disclosed in this Registration Statement
        or any material change to such information in this Registration
        Statement;
 
     provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section
     do not apply if the registration statement is on Form S-3, Form S-8 or Form
     F-3, and the information required to be included in a post-effective
     amendment by those paragraphs is contained in periodic reports filed with
     or furnished to the Commission by the Registrant pursuant to Section 13 or
     Section 15(d) of the Exchange Act that are incorporated by reference in
     this Registration Statement.
 
          (2) That, for the purpose of determining any liability under the
     Securities Act, each such post-effective amendment shall be deemed to be a
     new registration statement relating to the securities offered therein, and
     the offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.
 
          (3) To remove from registration by means of a post-effective amendment
     any of the securities being registered which remain unsold at the
     termination of the offering.
 
     (b) The undersigned Registrant hereby further undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of the annual report of the
employee benefit plans pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
 
     (c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
 
                                      II-3
<PAGE>   6
 
                                   SIGNATURES
 
     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Southfield, Michigan on the 5th day of June, 1995.
 
                                          LEAR SEATING CORPORATION
 
                                          By: /s/ KENNETH L. WAY
                                              --------------------------------
                                              Kenneth L. Way
                                              Chairman of the Board and
                                              Chief Executive Officer
 
     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Kenneth L. Way, Robert E. Rossiter and James H.
Vandenberghe and each of them (with full power to each of them to act alone),
his true and lawful attorney-in-fact and agent, with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
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 said attorneys-in-fact and agents, or any of them, or their
substitutes, may lawfully do or cause to be done by virtue hereof.
 
     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
 
<TABLE>
<CAPTION>
                SIGNATURE                                   TITLE                      DATE
- ------------------------------------------    ----------------------------------   ------------
<S>                                           <C>                                 <C>
            /s/ KENNETH L. WAY                Chairman of the Board and            June 5, 1995
- ------------------------------------------    Chief Executive Officer
              Kenneth L. Way
 
          /s/ ROBERT E. ROSSITER              Director, President and Chief        June 5, 1995
- ------------------------------------------    Operating Officer
            Robert E. Rossiter
 
        /s/ JAMES H. VANDENBERGHE             Executive Vice President and         June 5, 1995
- ------------------------------------------    Chief Financial Officer
          James H. Vandenberghe               (Principal Financial and
                                              Principal Accounting Officer)
 
           /s/ LARRY W. MCCURDY               Director                             June 5, 1995
- ------------------------------------------
             Larry W. McCurdy
 
          /s/ GIAN ANDREA BOTTA               Director                             June 5, 1995
- ------------------------------------------
            Gian Andrea Botta
 
            /s/ ELIOT M. FRIED                Director                             June 5, 1995
- ------------------------------------------
              Eliot M. Fried
 
           /s/ ROBERT W. SHOWER               Director                             June 5, 1995
- ------------------------------------------
             Robert W. Shower
</TABLE>
 
                                      II-4
<PAGE>   7
 
<TABLE>
<CAPTION>
                SIGNATURE                                   TITLE                      DATE
                ---------                                   -----                      ----     
<S>                                           <C>                                  <C>
          /s/ JEFFREY P. HUGHES               Director                             June 5, 1995
- ------------------------------------------
            Jeffrey P. Hughes
 
          /s/ DAVID P. SPALDING               Director                             June 5, 1995
- ------------------------------------------
            David P. Spalding
 
            /s/ JAMES A. STERN                Director                             June 5, 1995
- ------------------------------------------
              James A. Stern
 
           /s/ ALAN WASHKOWITZ                Director                             June 5, 1995
- ------------------------------------------
             Alan Washkowitz
</TABLE>
 
     Pursuant to the requirements of the Securities Act of 1933, the undersigned
(or other persons who administer the Plans) have duly caused this Registration
Statement to be signed on their behalf by the undersigned, thereunto duly
authorized in the City of Southfield, Michigan on June 5, 1995.
 
                                          LEAR SEATING CORPORATION
                                          401(k) PLAN FOR HOURLY
                                          EMPLOYEES OF THE ATLANTA PLANT
 
                                          By: Lear Seating Corporation, as Plan
                                              Administrator
 
                                          By:       /s/ WILLIAM A. LUDWIG
 
                                          --------------------------------------
                                              Name: William A. Ludwig
                                              Title: Vice President - Human
                                              Resources
 
                                          LEAR SEATING CORPORATION
                                          401(k) PLAN FOR HOURLY
                                          EMPLOYEES OF THE ROMULUS I PLANT
 
                                          By: Lear Seating Corporation, as Plan
                                              Administrator
 
                                          By:       /s/ WILLIAM A. LUDWIG
 
                                          --------------------------------------
                                              Name: William A. Ludwig
                                              Title: Vice President - Human
                                              Resources
 
                                      II-5
<PAGE>   8
 
                                 EXHIBIT INDEX
 
<TABLE>
<CAPTION>
                                                                                       SEQUENTIAL
EXHIBIT                                                                                   PAGE
NUMBER                                   DESCRIPTION                                     NUMBER
- ------                                   -----------                                   ----------
<S>       <C>                                                                          <C>
 4.1      Form of certificate for the Registrant's Common Stock, par value $.01 per
          share (filed as Exhibit 4.5 to the Registrant's Registration Statement on 
          Form S-8 (No. 33-55783) and incorporated herein by reference)

23.1      Consent of Arthur Andersen LLP

24.1      Powers of Attorney (included on the signature page hereof)
</TABLE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 22543}]
{"company-data": {"conformed-name": "LEAR SEATING CORP", "cik": "0000842162", "assigned-sic": "2531", "irs-number": "133386776", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-59943", "film-number": "95545066"}, "business-address": {"street1": "21557 TELEGRAPH RD", "city": "SOUTHFIELD", "state": "MI", "zip": "48034", "phone": "3137461500"}, "mail-address": {"street1": "21557 TELEGRAPH CORP", "city": "SOUTHFIELD", "state": "MI", "zip": "48034"}, "former-company": {"former-conformed-name": "LEAR SIEGLER SEATING CORP", "date-changed": "19900723"}}
1
 
                  AS FILED WITH THE COMMISSION ON JUNE 5, 1995
 
                                                      REGISTRATION NO. 33-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ----------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                   UNDER THE
                             SECURITIES ACT OF 1933
                             ----------------------
 
                            LEAR SEATING CORPORATION
             (Exact name of registrant as specified in its charter)
DELAWARE                                                       13-3386776
(State or other jurisdiction of                                 (I.R.S. Employer Identification
 incorporation or organization)                                               No.)
                                       ------------------
      21557 TELEGRAPH ROAD
      SOUTHFIELD, MICHIGAN                                                   48034
(Address of principal executive                                            (zip code)
             offices)
    LEAR SEATING CORPORATION                                        LEAR SEATING CORPORATION
     401(K) PLAN FOR HOURLY                                          401(K) PLAN FOR HOURLY
 EMPLOYEES OF THE ATLANTA PLANT                                 EMPLOYEES OF THE ROMULUS I PLANT
                                   (Full title of the plans)
JAMES H. VANDENBERGHE
                            EXECUTIVE VICE PRESIDENT
                            LEAR SEATING CORPORATION
                              21557 TELEGRAPH ROAD
                           SOUTHFIELD, MICHIGAN 48034
                    (Name and address of agent for service)
                                 (810) 746-1500
         (Telephone number, including area code, of agent for service)
 
     This Registration Statement shall become effective immediately upon filing
with the Securities Exchange Commission, and sales of the registered securities
to participants in the various 401(k) plans listed above will be effected
pursuant to purchases in the open market.
                        CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------
                                                                        PROPOSED MAXIMUM
                                                      PROPOSED MAXIMUM     AGGREGATE        AMOUNT OF
        TITLE OF SECURITIES           AMOUNT TO BE     OFFERING PRICE       OFFERING      REGISTRATION
        TO BE REGISTERED(1)           REGISTERED(1)     PER SHARE(2)        PRICE(2)           FEE
- -------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value.......   50,000 shares       $20.4375         $1,021,875        $352.37
- -------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
    Registration Statement also covers an indeterminate amount of interests to
    be offered or sold pursuant to the employee benefit plans described herein.
 
(2) Estimated pursuant to Rule 457(h) under the Securities Act of 1933 solely
    for the purpose of calculating the amount of the registration fee based upon
    the average of the high and low sales prices reported for shares of the
    Common Stock on the New York Stock Exchange on May 31, 1995, which was
    $20.4375.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
2
 
                                    PART I.
 
                INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS
 
     The document(s) containing the information specified in Part I of Form S-8
will be sent or given to participating employees as specified by Rule 428(b)(1)
of the Securities Act of 1933, as amended. These documents and the documents
incorporated by reference into this Registration Statement pursuant to Item 3 of
Part II of this Registration Statement, taken together, constitute a prospectus
that meets the requirements of Section 10(a) of the Securities Act of 1933, as
amended.
 
                                       I-1
3
 
                                    PART II
 
              INFORMATION REQUIRED IN THIS REGISTRATION STATEMENT
 
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
 
     Lear Seating Corporation (the "Registrant") and Lear Seating Corporation
401(k) Plan for Hourly Employees of the Atlanta Plant and Lear Seating
Corporation 401(k) Plan for Hourly Employees of the Romulus I Plant
(collectively, the "Plans") hereby incorporate the following documents herein by
reference:
 
          (a) The Registrant's annual report on Form 10-K for fiscal year ended
     December 31, 1994 filed with the Securities and Exchange Commission
     pursuant to Section 13(a) of the Securities Exchange Act of 1934, as
     amended (the "Exchange Act");
 
          (b) All other reports filed by the Registrant and the Plans pursuant
     to Sections 13(a) or 15(d) of the Exchange Act, on or after December 31,
     1994; and
 
          (c) The description of the Registrant's Common Stock, $.01 par value,
     contained in the Registrant's registration statement on Form 8-A filed
     pursuant to Section 12(b) of the Exchange Act filed on April 1, 1994, as
     amended by Amendment No. 1 on Form 8A/A filed on April 5, 1994, including
     any subsequent amendment or any report or other filing with the Securities
     and Exchange Commission updating such description.
 
     In addition, all documents subsequently filed by the Registrant and the
Plans pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after
the date of this Registration Statement and prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
securities offered hereby have been sold or which deregisters all such
securities then remaining unsold shall be deemed to be incorporated herein by
reference and to be a part hereof from the date of filing of such documents.
 
     Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
 
ITEM 4. DESCRIPTION OF SECURITIES
 
     Not Applicable.
 
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
 
     None.
 
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
 
     As authorized by Section 145 of the General Corporation Law of Delaware
(the "Delaware Corporation Law"), each director and officer of the Registrant
may be indemnified by the Registrant against expenses (including attorney's
fees, judgments, fines and amounts paid in settlement) actually and reasonably
incurred in connection with the defense or settlement of any threatened, pending
or completed legal proceedings in which he is involved by reason of the fact
that he is or was a director or officer of the Registrant if he acted in good
faith and in a manner that he reasonably believed to be in or not opposed to the
best interests of the Registrant, and, with respect to any criminal action or
proceeding, if he had no reasonable cause to believe that his conduct was
unlawful. If the legal proceeding, however, is by or in the right of the
Registrant, the director or officer may not be indemnified in respect to any
claim, issue or matters as to which he shall have been adjudged to be liable for
negligence or misconduct in the performance of his duty to the Registrant unless
a court determines otherwise.
 
                                      II-1
4
     Article Five of the Restated Certificate of Incorporation of the Registrant
provides that no director of the Registrant shall be personally liable to the
Registrant or its stockholders for monetary damages for any breach of his
fiduciary duty as a director; provided, however, that such clause shall not
apply to any liability of a director (1) for any breach of his duty of loyalty
to the Registrant or its stockholders, (2) for acts or omissions that are not in
good faith or involve intentional misconduct or a knowing violation of the law,
(3) under Section 174 of the Delaware Corporation Law, or (4) for any
transaction from which the director derived an improper personal benefit. In
addition, Article Six of the Restated Certificate of Incorporation of the
Registrant and Article VIII of the Amended and Restated By-Laws of the
Registrant provide for the indemnification of the Registrant's directors and
officers.
 
     The Registrant maintains directors and officers liability insurance that
insures the directors and officers of the Registrant against certain
liabilities. In addition, Lehman Brothers Inc. has agreed to indemnify Jeffrey
P. Hughes, David P. Spalding, James A. Stern, Eliot Fried and Alan Washkowitz,
each being a director of the Registrant, in connection with their service as
directors of the Registrant.
 
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
 
     Not Applicable.
 
ITEM 8. EXHIBITS
 
 4.1    Form of certificate for the Registrant's Common Stock, par value $.01 
        per share (filed as Exhibit 4.5 to the Registrant's Registration 
        Statement on Form S-8 (No. 33-55783) and incorporated herein by 
        reference)
23.1    Consent of Arthur Andersen LLP
24.1    Powers of Attorney (included on the signature page hereof)

 
     The undersigned Registrant hereby undertakes that it will submit or has
submitted the Plans and any amendment thereto to the Internal Revenue Service
("IRS") in a timely manner and has made or will make all changes required by the
IRS in order to qualify the Plans under Section 401 of the Internal Revenue Code
of 1986, as amended.
 
                                      II-2
5
 
ITEM 9. UNDERTAKINGS
 
     (a) The undersigned Registrant hereby undertakes:
 
          (1) To file, during any period in which offers or sales are being made
     of the securities registered hereby, a post-effective amendment to this
     Registration Statement:
 
             (i) To include any prospectus required by Section 10(a)(3) of the
        Securities Act;
 
             (ii) To reflect in the prospectus any facts or events arising after
        the effective date of this Registration Statement (or the most recent
        post-effective amendment thereof) which, individually or in the
        aggregate, represent a fundamental change in the information set forth
        in this Registration Statement;
 
             (iii) To include any material information with respect to the plan
        of distribution not previously disclosed in this Registration Statement
        or any material change to such information in this Registration
        Statement;
 
     provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section
     do not apply if the registration statement is on Form S-3, Form S-8 or Form
     F-3, and the information required to be included in a post-effective
     amendment by those paragraphs is contained in periodic reports filed with
     or furnished to the Commission by the Registrant pursuant to Section 13 or
     Section 15(d) of the Exchange Act that are incorporated by reference in
     this Registration Statement.
 
          (2) That, for the purpose of determining any liability under the
     Securities Act, each such post-effective amendment shall be deemed to be a
     new registration statement relating to the securities offered therein, and
     the offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.
 
          (3) To remove from registration by means of a post-effective amendment
     any of the securities being registered which remain unsold at the
     termination of the offering.
 
     (b) The undersigned Registrant hereby further undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of the annual report of the
employee benefit plans pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
 
     (c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
 
                                      II-3
6
 
                                   SIGNATURES
 
     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Southfield, Michigan on the 5th day of June, 1995.
 
                                          LEAR SEATING CORPORATION
 
                                          By: /s/ KENNETH L. WAY
                                              --------------------------------
                                              Kenneth L. Way
                                              Chairman of the Board and
                                              Chief Executive Officer
 
     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Kenneth L. Way, Robert E. Rossiter and James H.
Vandenberghe and each of them (with full power to each of them to act alone),
his true and lawful attorney-in-fact and agent, with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
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 said attorneys-in-fact and agents, or any of them, or their
substitutes, may lawfully do or cause to be done by virtue hereof.
 
     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE                                   TITLE                      DATE
- ------------------------------------------    ----------------------------------   ------------
/s/ KENNETH L. WAY                Chairman of the Board and            June 5, 1995
- ------------------------------------------    Chief Executive Officer
              Kenneth L. Way
 
          /s/ ROBERT E. ROSSITER              Director, President and Chief        June 5, 1995
- ------------------------------------------    Operating Officer
            Robert E. Rossiter
 
        /s/ JAMES H. VANDENBERGHE             Executive Vice President and         June 5, 1995
- ------------------------------------------    Chief Financial Officer
          James H. Vandenberghe               (Principal Financial and
                                              Principal Accounting Officer)
 
           /s/ LARRY W. MCCURDY               Director                             June 5, 1995
- ------------------------------------------
             Larry W. McCurdy
 
          /s/ GIAN ANDREA BOTTA               Director                             June 5, 1995
- ------------------------------------------
            Gian Andrea Botta
 
            /s/ ELIOT M. FRIED                Director                             June 5, 1995
- ------------------------------------------
              Eliot M. Fried
 
           /s/ ROBERT W. SHOWER               Director                             June 5, 1995
- ------------------------------------------
             Robert W. Shower
II-4
7
SIGNATURE                                   TITLE                      DATE
                ---------                                   -----                      ----
/s/ JEFFREY P. HUGHES               Director                             June 5, 1995
- ------------------------------------------
            Jeffrey P. Hughes
 
          /s/ DAVID P. SPALDING               Director                             June 5, 1995
- ------------------------------------------
            David P. Spalding
 
            /s/ JAMES A. STERN                Director                             June 5, 1995
- ------------------------------------------
              James A. Stern
 
           /s/ ALAN WASHKOWITZ                Director                             June 5, 1995
- ------------------------------------------
             Alan Washkowitz
Pursuant to the requirements of the Securities Act of 1933, the undersigned
(or other persons who administer the Plans) have duly caused this Registration
Statement to be signed on their behalf by the undersigned, thereunto duly
authorized in the City of Southfield, Michigan on June 5, 1995.
 
                                          LEAR SEATING CORPORATION
                                          401(k) PLAN FOR HOURLY
                                          EMPLOYEES OF THE ATLANTA PLANT
 
                                          By: Lear Seating Corporation, as Plan
                                              Administrator
 
                                          By:       /s/ WILLIAM A. LUDWIG
 
                                          --------------------------------------
                                              Name: William A. Ludwig
                                              Title: Vice President - Human
                                              Resources
 
                                          LEAR SEATING CORPORATION
                                          401(k) PLAN FOR HOURLY
                                          EMPLOYEES OF THE ROMULUS I PLANT
 
                                          By: Lear Seating Corporation, as Plan
                                              Administrator
 
                                          By:       /s/ WILLIAM A. LUDWIG
 
                                          --------------------------------------
                                              Name: William A. Ludwig
                                              Title: Vice President - Human
                                              Resources
 
                                      II-5
8
 
                                 EXHIBIT INDEX
SEQUENTIAL
EXHIBIT                                                                                   PAGE
NUMBER                                   DESCRIPTION                                     NUMBER
- ------                                   -----------                                   ----------
4.1      Form of certificate for the Registrant's Common Stock, par value $.01 per
          share (filed as Exhibit 4.5 to the Registrant's Registration Statement on 
          Form S-8 (No. 33-55783) and incorporated herein by reference)

23.1      Consent of Arthur Andersen LLP

24.1      Powers of Attorney (included on the signature page hereof)