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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
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)
July 9, 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
(Amendment No. 4)
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"or "Lear"), 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:
On July 9, 2007, AREP Car Holdings Corp. ("Parent") and AREP Car
Acquisition Corp. ("Merger Sub"), indirect subsidiaries of AREP, and Lear
Corporation ("Lear"), entered into Amendment No. 1 (the "Amendment") to the
Agreement and Plan of Merger, dated as of February 9, 2007, by and among Lear,
Parent and Merger Sub (the "Merger Agreement"), which amends the Merger
Agreement to, among other things, increase the merger consideration payable to
Lear stockholders from $36.00 per share to $37.25 per share. A copy of the
Amendment is filed herewith as Exhibit 1 and incorporated herein by reference.
The Amendment also provides that if the requisite stockholder vote for the
merger is not obtained on or prior to July 16, 2007, subject to certain
exceptions, Lear will (1) pay Parent $12,500,000, (2) issue to Parent 335,570
Shares, and (3) increase from 24% to 27% the share ownership limitation under
the waiver of Section 203 of the Delaware General Corporation Law granted by
Lear to certain of the Reporting Persons in October 2006 (collectively, the
"Termination Consideration").
The Amendment further provides that if the requisite stockholder vote for
the merger shall not have been obtained prior to 5:00 p.m., Eastern Time, on
July 16, 2007, the Merger Agreement shall automatically terminate. Further, if
there is an injunction relating to the merger, the Merger Agreement shall
automatically terminate upon the earlier of (i) twenty-four (24) hours after the
issuance of the injunction or (ii) immediately prior to the commencement of
Lear's annual meeting. In either of the foregoing termination events, Parent
shall be entitled to receive the Termination Consideration upon termination of
the Merger Agreement and shall also continue to be entitled to all of its other
rights which by their terms survive termination of the Merger Agreement
(including, but not limited to, its right to receive a fee if Lear consummates
an alternative acquisition transaction within 12 months after such termination).
In connection with the execution of the Amendment, Parent also entered into
a Registration Rights Agreement with Lear pursuant to which Lear has agreed,
within thirty days after the issuance of any Shares to Parent pursuant to the
Amendment, to (1) prepare and file a "shelf" registration statement (the
"Registration Statement"), with the SEC, covering the resale of such Shares, (2)
use its best efforts to cause the Registration Statement to be declared
effective upon filing or as promptly as possible thereafter (but no less than
one hundred twenty days after the date of issuance), and (3) use its best
efforts to keep the Registration Statement continuously effective under the
Securities Act, for so long as Parent is unable to freely transfer the Shares. A
copy of the Registration Rights Agreement is filed herewith as Exhibit 2 and
incorporated herein by reference.
On July 9, 2007, AREP issued a press release announcing the execution of
the Amendment. A copy of the Press Release is filed herewith as Exhibit 3 and
incorporated herein by reference.
Item 7. Material to be Filed as Exhibits
Item 7 is hereby amended by adding the following:
1. Amendment No. 1, dated as of July 9, 2007, to the Agreement and Plan
of Merger, dated as of February 9, 2007, by and among AREP Car
Holdings Corp., AREP Car Acquisition Corp. and Lear Corporation
(incorporated by reference to Exhibit 2.1 to Lear's Current Report on
Form 8-K (SEC File No. 1-11311), filed on July 9, 2007).
2. Registration Rights Agreement, dated as of July 9, 2007, by and among
AREP Car Holdings Corp. and Lear Corporation (incorporated by
reference to Exhibit 10.2 to Lear's Current Report on Form 8-K (SEC
File No. 1-11311), filed on July 9, 2007).
3. Press Release dated July 9, 2007 (incorporated by reference to Exhibit
99.1 to AREP's Current Report on Form 8-K (SEC File No. 1-9516), filed
on July 9, 2007).
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: July 9, 2007
HIGH RIVER LIMITED PARTNERSHIP
By: Hopper Investments LLC, general partner
By: Barberry Corp., sole member
By: /s/ Keith Cozza
---------------
Name: Keith Cozza
Title: Secretary and Treasurer
HOPPER INVESTMENTS LLC
By: Barberry Corp., sole member
By: /s/ Keith Cozza
----------------
Name: Keith Cozza
Title: Secretary and Treasurer
KOALA HOLDING LLC
By: /s/ Keith Cozza
---------------
Name: Keith Cozza
Title: Authorized Signatory
BARBERRY CORP.
By: /s/ Keith Cozza
---------------
Name: Keith Cozza
Title: Secretary and Treasurer
ICAHN PARTNERS MASTER FUND LP
By: /s/ Keith A. Meister
--------------------
Name: Keith A. Meister
Title: Executive Vice President
ICAHN OFFSHORE LP
By: /s/ Keith Meister
-----------------
Name: Keith Meister
Title: Executive Vice President
CCI OFFSHORE CORP.
By: /s/ Keith A. Meister
--------------------
Name: Keith Meister
Title: President
ICAHN PARTNERS LP
By: /s/ Keith A. Meister
--------------------
Name: Keith Meister
Title: Executive Vice President
ICAHN ONSHORE LP
By: /s/ Keith A. Meister
--------------------
Name: Keith A. Meister
Title: Executive Vice President
CCI ONSHORE CORP.
By: /s/ Keith A. Meister
--------------------
Name: Keith A. Meister
Title: President and Secretary
/s/ Carl C. Icahn
- -----------------
CARL C. ICAHN
[Signature Page of Amendment No. 4 to Schedule 13D - Lear Corp.]