UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Lear Corporation
(Name of Issuer)
Common Stock, Par Value $.01
(Title of Class of Securities)
521865105
(CUSIP Number)
Marc Weitzen, Esq.
General Counsel
Icahn Associates Corp. & affiliated companies
767 Fifth Avenue, 47th Floor
New York, New York 10153
(212) 702-4388
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
February 2, 2007
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box / /.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
*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
disclosures provided in a prior cover page.
The information required on 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).
SCHEDULE 13D
Item 1. Security and Issuer
The Schedule 13D filed with the Securities and Exchange Commission on
October 17, 2006, as previously amended (the "Initial 13D"), by the Reporting
Persons with respect to the shares of Common Stock, $.01 par value (the
"Shares"), issued by Lear Corporation (the "Issuer"), is hereby further amended
to furnish the additional information set forth herein. All capitalized terms
contained herein but not otherwise defined shall have the meanings ascribed to
such terms in the Initial 13D.
Item 4. Purpose of Transaction
Item 4 of the Initial 13D is hereby amended by the addition of the
following:
American Real Estate Partners, L.P. ("AREP"), an entity controlled by Mr.
Icahn, made an acquisition proposal to Lear Corporation Friday evening February
2, 2007, which calls for a merger of Lear with a newly formed subsidiary of
AREP, pursuant to which stockholders of Lear would receive $36 per share in
cash. During the weekend, representatives of AREP discussed the transaction with
Issuer's key senior executives, including Chairman and CEO, Robert Rossiter, who
indicated to AREP that if the deal were consummated they would remain with the
Issuer. Throughout the weekend, AREP and Lear discussed the proposal and are
attempting to come to an agreement on the terms and conditions and the
definitive documents embodying them. There is no assurance that the parties will
finally agree to terms or that any transaction will ultimately result.
SIGNATURE
After reasonable inquiry and to the best of each of the undersigned
knowledge and belief, each of the undersigned certifies that the information set
forth in this statement is true, complete and correct.
Dated: February 5, 2007
HIGH RIVER LIMITED PARTNERSHIP
By: Hopper Investments LLC, general partner
By: Barberry Corp., sole member
By: /s/ Edward E. Mattner
---------------------
Name: Edward E. Mattner
Title: Authorized Signatory
HOPPER INVESTMENTS LLC
By: Barberry Corp., sole member
By: /s/ Edward E. Mattner
---------------------
Name: Edward Mattner
Title: Authorized Signatory
KOALA HOLDING LLC
By: /s/ Edward E. Mattner
---------------------
Name: Edward Mattner
Title: Authorized Signatory
BARBERRY CORP.
By: /s/ Edward E. Mattner
---------------------
Name: Edward E. Mattner
Title: Authorized Signatory
ICAHN PARTNERS MASTER FUND LP
By: /s/ Edward E. Mattner
---------------------
Name: Edward E. Mattner
Title: Authorized Signatory
ICAHN OFFSHORE LP
By: /s/ Edward E. Mattner
---------------------
Name: Edward E. Mattner
Title: Authorized Signatory
CCI OFFSHORE CORP.
By: /s/ Keith Meister
-----------------
Name: Keith Meister
Title: Vice President
ICAHN PARTNERS LP
By: /s/ Edward E. Mattner
---------------------
Name: Edward E. Mattner
Title: Authorized Signatory
ICAHN ONSHORE LP
By: /s/ Edward E. Mattner
---------------------
Name: Edward E. Mattner
Title: Authorized Signatory
CCI ONSHORE CORP.
By: /s/ Keith Meister
-----------------
Name: Keith Meister
Title: Vice President
/s/ Carl C. Icahn
- -----------------
CARL C. ICAHN
[Signature Page of Amendment No. 2 to Schedule 13D - Lear Corp.]