UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. )*
LEAR
CORPORATION
(Name of
Issuer)
Common
Stock, $0.01 par value per
share
(Title of
Class of Securities)
521865204
(CUSIP
Number)
December
31,
2009
(Date of
Event which Requires Filing of this Statement)
Check the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
[
] Rule
13d-1(b)
[
] Rule
13d-1(c)
[ X ] Rule
13d-1(d)
* The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The
information required in the remainder of this cover page shall not be deemed to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the
Notes).
Continued
on following pages
Page 1 of
13 Pages
Exhibit
Index: Page 12
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SCHEDULE
13G
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CUSIP
No.: 521865204
|
Page
2 of 13 Pages
|
|
|
1.
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
ANCHORAGE
CAPITAL MASTER OFFSHORE, LTD.
98-0418059
|
|||
|
2.
|
Check
the Appropriate Box if a Member of a Group
(a)
[ ]
(b)
[X]
|
|||
|
3.
|
SEC
Use Only
|
|||
|
4.
|
Citizenship
or Place of Organization
Cayman
Islands
|
|||
|
Number
of
Shares
Beneficially
Owned
by Each
Reporting
Person
With
|
5.
|
Sole
Voting Power
|
3,773,916 (1)
|
|
|
6.
|
Shared
Voting Power
|
0
|
||
|
7.
|
Sole
Dispositive Power
|
3,773,916
(1)
|
||
|
8.
|
Shared
Dispositive Power
|
0
|
||
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
3,773,916
(1)
|
|||
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
[ ]
|
|||
|
11.
|
Percent
of Class Represented by Amount in Row (9)
8.2%
based on 45,776,822 shares outstanding as of November 12, 2009.
(1)
|
|||
|
12.
|
Type
of Reporting Person:
OO
|
|||
(1) This
amount consists of common stock and certain securities exercisable into the
issuer’s common stock. Reporting Persons have added 776,822 Shares
(as defined herein) to the number of Shares outstanding based upon an amount of
Shares that the Reporting Persons are entitled to obtain upon the exercise of
warrants as per Rule 13d-3(d)(1)(i).
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SCHEDULE
13G
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||
|
CUSIP
No.: 521865204
|
Page
3 of 13 Pages
|
|
|
1.
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
GRF
MASTER FUND, L.P.
|
|||
|
2.
|
Check
the Appropriate Box if a Member of a Group
(a)
[ ]
(b)
[X]
|
|||
|
3.
|
SEC
Use Only
|
|||
|
4.
|
Citizenship
or Place of Organization
Cayman
Islands
|
|||
|
Number
of
Shares
Beneficially
Owned
by Each
Reporting
Person
With
|
5.
|
Sole
Voting Power
|
28,873 (2)
|
|
|
6.
|
Shared
Voting Power
|
0
|
||
|
7.
|
Sole
Dispositive Power
|
28,873 (2)
|
||
|
8.
|
Shared
Dispositive Power
|
0
|
||
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
28,873 (2)
|
|||
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
[ ]
|
|||
|
11.
|
Percent
of Class Represented by Amount in Row (9)
0.1%
based on 45,003,920 shares outstanding as of November 12, 2009.
(2)
|
|||
|
12.
|
Type
of Reporting Person:
OO
|
|||
(2) This
amount consists of common stock and certain securities exercisable into the
issuer’s common stock. Reporting Persons have added 3,920 Shares (as
defined herein) to the number of Shares outstanding based upon an amount of
Shares that the Reporting Persons are entitled to obtain upon the exercise of
warrants as per Rule 13d-3(d)(1)(i).
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SCHEDULE
13G
|
||
|
CUSIP
No.: 521865204
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Page 4
of 13 Pages
|
|
|
1.
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
ANCHORAGE
ADVISORS, L.L.C.
20-0042271
|
|||
|
2.
|
Check
the Appropriate Box if a Member of a Group
(a)
[ ]
(b)
[X]
|
|||
|
3.
|
SEC
Use Only
|
|||
|
4.
|
Citizenship
or Place of Organization
Delaware
|
|||
|
Number
of
Shares
Beneficially
Owned
by Each
Reporting
Person
With
|
5.
|
Sole
Voting Power
|
3,802,789
(3)
|
|
|
6.
|
Shared
Voting Power
|
0
|
||
|
7.
|
Sole
Dispositive Power
|
3,802,789
(3)
|
||
|
8.
|
Shared
Dispositive Power
|
0
|
||
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
3,802,789
(3)
|
|||
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
[ ]
|
|||
|
11.
|
Percent
of Class Represented by Amount in Row (9)
8.3%
based on 45,780,742 shares outstanding as of November 12, 2009.
(3)
|
|||
|
12.
|
Type
of Reporting Person:
OO,
IA
|
|||
(3) This
amount consists of common stock and certain securities exercisable into the
issuer’s common stock. Reporting Persons have added 780,742 Shares
(as defined herein) to the number of Shares outstanding based upon an amount of
Shares that the Reporting Persons are entitled to obtain upon the exercise of
warrants as per Rule 13d-3(d)(1)(i).
|
SCHEDULE
13G
|
||
|
CUSIP
No.: 521865204
|
Page 5
of 13 Pages
|
|
|
1.
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
ANCHORAGE
ADVISORS MANAGEMENT, L.L.C.
20-0042478
|
|||
|
2.
|
Check
the Appropriate Box if a Member of a Group
(a)
[ ]
(b)
[X]
|
|||
|
3.
|
SEC
Use Only
|
|||
|
4.
|
Citizenship
or Place of Organization
Delaware
|
|||
|
Number
of
Shares
Beneficially
Owned
by Each
Reporting
Person
With
|
5.
|
Sole
Voting Power
|
3,802,789
(3)
|
|
|
6.
|
Shared
Voting Power
|
0
|
||
|
7.
|
Sole
Dispositive Power
|
3,802,789
(3)
|
||
|
8.
|
Shared
Dispositive Power
|
0
|
||
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
3,802,789
(3)
|
|||
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
[ ]
|
|||
|
11.
|
Percent
of Class Represented by Amount in Row (9)
8.3%
based on 45,780,742 shares outstanding as of November 12,
2009. (3)
|
|||
|
12.
|
Type
of Reporting Person:
OO,
HC
|
|||
(3) This
amount consists of common stock and certain securities exercisable into the
issuer’s common stock. Reporting Persons have added 780,742 Shares
(as defined herein) to the number of Shares outstanding based upon an amount of
Shares that the Reporting Persons are entitled to obtain upon the exercise of
warrants as per Rule 13d-3(d)(1)(i).
|
SCHEDULE
13G
|
||
|
CUSIP
No.: 521865204
|
Page 6
of 13 Pages
|
|
|
1.
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
ANTHONY
L. DAVIS
|
|||
|
2.
|
Check
the Appropriate Box if a Member of a Group
(a)
[ ]
(b)
[X]
|
|||
|
3.
|
SEC
Use Only
|
|||
|
4.
|
Citizenship
or Place of Organization
United
States of America
|
|||
|
Number
of
Shares
Beneficially
Owned
by Each
Reporting
Person
With
|
5.
|
Sole
Voting Power
|
3,802,789
(3)
|
|
|
6.
|
Shared
Voting Power
|
0
|
||
|
7.
|
Sole
Dispositive Power
|
3,802,789
(3)
|
||
|
8.
|
Shared
Dispositive Power
|
0
|
||
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
3,802,789
(3)
|
|||
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
[ ]
|
|||
|
11.
|
Percent
of Class Represented by Amount in Row (9)
8.3%
based on 45,780,742 shares outstanding as of November 12,
2009. (3)
|
|||
|
12.
|
Type
of Reporting Person:
IN,
HC
|
|||
(3) This
amount consists of common stock and certain securities exercisable into the
issuer’s common stock. Reporting Persons have added 780,742 Shares
(as defined herein) to the number of Shares outstanding based upon an amount of
Shares that the Reporting Persons are entitled to obtain upon the exercise of
warrants as per Rule 13d-3(d)(1)(i).
|
SCHEDULE
13G
|
||
|
CUSIP
No.: 521865204
|
Page 7
of 13 Pages
|
|
|
1.
|
Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only).
KEVIN
M. ULRICH
|
|||
|
2.
|
Check
the Appropriate Box if a Member of a Group
(a)
[ ]
(b)
[X]
|
|||
|
3.
|
SEC
Use Only
|
|||
|
4.
|
Citizenship
or Place of Organization
Canada
|
|||
|
Number
of
Shares
Beneficially
Owned
by Each
Reporting
Person
With
|
5.
|
Sole
Voting Power
|
3,802,789
(3)
|
|
|
6.
|
Shared
Voting Power
|
0
|
||
|
7.
|
Sole
Dispositive Power
|
3,802,789
(3)
|
||
|
8.
|
Shared
Dispositive Power
|
0
|
||
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
3,802,789
(3)
|
|||
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
[ ]
|
|||
|
11.
|
Percent
of Class Represented by Amount in Row (9)
8.3%
based on 45,780,742 shares outstanding as of November 12,
2009. (3)
|
|||
|
12.
|
Type
of Reporting Person:
IN,
HC
|
|||
(3) This
amount consists of common stock and certain securities exercisable into the
issuer’s common stock. Reporting Persons have added 780,742 Shares
(as defined herein) to the number of Shares outstanding based upon an amount of
Shares that the Reporting Persons are entitled to obtain upon the exercise of
warrants as per Rule 13d-3(d)(1)(i).
Page 8 of 13 Pages
|
Item1(a).
|
Name
of Issuer:
|
Lear Corporation (the “Issuer”).
|
Item1(b).
|
Address
of Issuer’s Principal Executive
Offices:
|
21557 Telegraph Road, Southfield, MI
48033
|
Item
2(a).
|
Name
of Person Filing:
|
This Statement is filed on behalf of each of the
following persons (collectively, the “Reporting Persons”):
i)
Anchorage Capital Master Offshore, Ltd. ("Anchorage
Offshore");
ii) GRF Master Fund, L.P. ("GRF Fund")
ii) Anchorage Advisors, L.L.C.
("Advisors");
iv) Anchorage Advisors Management, L.L.C.
("Management");
v) Anthony L. Davis ("Mr. Davis");
and
vi) Kevin M. Ulrich ("Mr.
Ulrich").
This
statement relates to Shares (as defined herein) held for the account of
Anchorage Offshore and for GRF Fund. Advisors is the investment
advisor to Anchorage Offshore and to GRF Fund. Management is the sole
managing member of Advisors. Mr. Davis is the President of Advisors
and a managing member of Management, and Mr. Ulrich is the Chief Executive
Officer of Advisors and the other managing member of
Management.
|
Item
2(b).
|
Address
of Principal Business Office or, if None,
Residence:
|
The
address of the principal business office of each of the Reporting Persons is 610
Broadway, 6th Floor, New York, NY 10012.
|
Item
2(c).
|
Citizenship:
|
1)
Anchorage Offshore is a Cayman Islands exempted company incorporated with
limited liability;
2) GRF Fund is a Cayman Islands
exempted company incorporated with limited liability;
3)
Advisors is a Delaware limited liability company;
4) Management is a Delaware limited
liability company;
5) Mr. Davis is a citizen of the United
States of America; and
6) Mr. Ulrich is a citizen of
Canada.
Page 9 of 13
Pages
|
Item
2(d).
|
Title
of Class of Securities:
|
Common Stock, $0.01 par value per share (the
“Shares”)
|
Item
2(e).
|
CUSIP
Number:
|
521865204
|
Item
3.
|
If
This Statement is Filed Pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c),
Check Whether the Person Filing is
a:
|
This
Item 3 is not applicable.
|
Item
4.
|
Ownership:
|
|
Item
4(a)
|
Amount
Beneficially Owned:
|
As of
December 31, 2009, each of Advisors, Management, Mr. Davis and Mr. Ulrich may be
deemed beneficial owner of 3,802,789 Shares. This amount consists of:
(A) 3,773,916 Shares held for the account of Anchorage Offshore; and (B) 28,873
Shares held for the account of GRF Fund. These amounts also include
Shares that the Reporting Persons may be deemed to own upon exercise of warrants
as per Rule 13d-3(d)(1)(i).
As of
February 10, 2010, each of Advisors, Management, Mr. Davis and Mr. Ulrich may be
deemed beneficial owner of 3,112,889 Shares. This amount consists of: (A)
3,084,016 Shares held for the account of Anchorage Offshore; and (B) 28,873
Shares held for the account of GRF Fund. These amounts also include Shares that
the Reporting Persons may be deemed to own upon exercise of warrants as per Rule
13d-3(d)(1)(i).
|
Item
4(b)
|
Percent
of Class:
|
As of
December 31, 2009, the number of Shares of which each of Advisors,
Management, Mr. Davis and Mr. Ulrich may be deemed to be the beneficial owner
constitutes approximately 8.3% based on the total number of Shares
outstanding. The number of Shares of which Anchorage Offshore may be
deemed to be the beneficial owner constitutes approximately 8.2% based on the
total number of Shares outstanding. (Based upon information provided by the
issuer in Exhibit 99.1 to its report on Form 8-K filed on November 12, 2009,
there were approximately 45,000,000 Shares outstanding as of the date of
emergence from Chapter 11 bankruptcy proceedings, which we understand was
November 9, 2009. This number of Shares outstanding is also
consistent with the number of Shares outstanding as reported by Bloomberg as of
December 23, 2009. Advisors, Management, Mr. Davis and Mr. Ulrich may
be deemed to beneficially own 780,742 Shares upon the exercise of warrants and
611,211 Shares of preferred stock. Pursuant to Rule 13d-3(d)(1)(i),
780,742 Shares which are entitled to be obtained upon the exercise of warrants
have been added to the Issuer’s number of Shares outstanding, therefor totaling
45,780,742, as the number of Shares outstanding).
|
Item
4(c)
|
Number
of Shares of which such person has:
|
|
Anchorage Offshore:
|
|
|
(i)
Sole power to vote or direct the vote:
|
3,773,916
|
|
(ii)
Shared power to vote or direct the vote:
|
0
|
|
(iii)
Sole power to dispose or direct the disposition of:
|
3,773,916
|
|
(iv)
Shared power to dispose or direct the disposition of:
|
0
|
| GRF Fund: | |
|
(i)
Sole power to vote or direct the vote:
|
28,873 |
|
(ii)
Shared power to vote or direct the vote:
|
0 |
|
(iii)
Sole power to dispose or direct the disposition of:
|
28,873 |
|
(iv)
Shared power to dispose or direct the disposition of:
|
0 |
|
Advisors:
|
|
|
(i)
Sole power to vote or direct the vote:
|
3,802,789
|
|
(ii)
Shared power to vote or direct the vote:
|
0
|
|
(iii)
Sole power to dispose or direct the disposition of:
|
3,802,789
|
|
(iv)
Shared power to dispose or direct the disposition of:
|
0
|
|
Management:
|
|
|
(i)
Sole power to vote or direct the vote:
|
3,802,789
|
|
(ii)
Shared power to vote or direct the vote:
|
0
|
|
(iii)
Sole power to dispose or direct the disposition of:
|
3,802,789
|
|
(iv)
Shared power to dispose or direct the disposition of:
|
0
|
Page 10 of 13 Pages
|
Mr. Davis:
|
|
|
(i)
Sole power to vote or direct the vote:
|
3,802,789
|
|
(ii)
Shared power to vote or direct the vote:
|
0
|
|
(iii)
Sole power to dispose or direct the disposition of:
|
3,802,789
|
|
(iv)
Shared power to dispose or direct the disposition of:
|
0
|
|
Mr. Ulrich:
|
|
|
(i)
Sole power to vote or direct the vote:
|
3,802,789
|
|
(ii)
Shared power to vote or direct the vote:
|
0
|
|
(iii)
Sole power to dispose or direct the disposition of:
|
3,802,789
|
|
(iv)
Shared power to dispose or direct the disposition of:
|
0
|
|
Item
5.
|
Ownership
of
Five Percent
or Less of
a Class:
|
This Item
5 is not applicable.
|
Item
6.
|
Ownership
of More than Five Percent on Behalf of Another
Person:
|
This Item 6 is not
applicable.
|
Item
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding
Company:
|
This Item
7 is not applicable.
|
Item
8.
|
Identification
and Classification of Members of the
Group:
|
See
disclosure in Item 2 hereof.
|
Item 9.
|
Notice
of Dissolution of Group:
|
This Item
9 is not applicable.
|
Item
10.
|
Certification:
|
By signing below
each of the Reporting Persons certifies that, to the best of their knowledge and
belief, the securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or
effect.
Page 11
of 13 Pages
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
| Date: February 16, 2010 |
ANCHORAGE
CAPITAL MASTER OFFSHORE, LTD.
|
||
|
|
By:
|
/s/ Kevin M. Ulrich | |
| Name: | Kevin M. Ulrich | ||
| Title: | Director | ||
| Date: February 16, 2010 |
GRF
MASTER FUND, L.P.
|
||
|
|
By:
|
/s/ Kevin M. Ulrich | |
| Name: | Kevin M. Ulrich | ||
| Title: | Director | ||
| Date: February 16, 2010 |
ANCHORAGE
ADVISORS, L.L.C.
|
||
| By: |
Anchorage
Advisors Management, L.L.C.,
its
Managing Member
|
||
|
|
By:
|
/s/ Anthony L. Davis | |
| Name: | Anthony L. Davis | ||
| Title: | Managing Member | ||
| Date: February 16, 2010 |
ANCHORAGE
ADVISORS MANAGEMENT, L.L.C.
|
||
|
|
By:
|
/s/ Anthony L. Davis | |
| Name: | Anthony L. Davis | ||
| Title: | Managing Member | ||
| Date: February 16, 2010 |
ANTHONY
L. DAVIS
|
||
|
|
/s/ Anthony L. Davis | ||
| Date: February 16, 2010 |
KEVIN
M. ULRICH
|
||
|
|
/s/ Kevin M. Ulrich | ||
Page 12 of 13
Pages
EXHIBIT INDEX
|
Ex.
|
Page No.
|
|
|
A
|
Joint
Filing Agreement, dated February 16, 2010 by and among the Reporting
Persons
|
13
|
Page 13 of 13
Pages
EXHIBIT
A
JOINT
FILING AGREEMENT
The
undersigned hereby agree that the statement on Schedule 13G with respect to the
Common Stock of Lear Corporation, dated as of February 16, 2010 is, and any
amendments thereto (including amendments on Schedule 13D) signed by each of the
undersigned shall be, filed on behalf of each of us pursuant to and in
accordance with the provisions of Rule 13d-1(k) under the Securities Exchange
Act of 1934, as amended.
| Date: February 16, 2010 |
ANCHORAGE
CAPITAL MASTER OFFSHORE, LTD.
|
||
|
|
By:
|
/s/ Kevin M. Ulrich | |
| Name: | Kevin M. Ulrich | ||
| Title: | Director | ||
| Date: February 16, 2010 |
GRF
MASTER FUND, L.P.
|
||
|
|
By:
|
/s/ Kevin M. Ulrich | |
| Name: | Kevin M. Ulrich | ||
| Title: | Director | ||
| Date: February 16, 2010 |
ANCHORAGE
ADVISORS, L.L.C.
|
||
| By: |
Anchorage
Advisors Management, L.L.C.,
its
Managing Member
|
||
|
|
By:
|
/s/ Anthony L. Davis | |
| Name: | Anthony L. Davis | ||
| Title: | Managing Member | ||
| Date: February 16, 2010 |
ANCHORAGE
ADVISORS MANAGEMENT, L.L.C.
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By:
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/s/ Anthony L. Davis | |
| Name: | Anthony L. Davis | ||
| Title: | Managing Member | ||
| Date: February 16, 2010 |
ANTHONY
L. DAVIS
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/s/ Anthony L. Davis | ||
| Date: February 16, 2010 |
KEVIN
M. ULRICH
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/s/ Kevin M. Ulrich | ||