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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. 7)*
Lear Corporation
(Name of Issuer)
Common Stock, Par Value $.01
(Title of Class of Securities)
521865105
(CUSIP Number)
Marc Weitzen, Esq.
General Counsel
Icahn Capital LP
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 31, 2008
(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. 7)
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 2. Identity and Background
Item 2 of the Initial 13D is hereby amended by adding the following:
As a result of internal restructurings: (i) CCI Offshore Corp. and CCI
Onshore Corp. are no longer Reporting persons; and (ii) in addition to the
Reporting Persons identified in Item 2 of the Initial 13D, the following
additional parties shall be deemed to be Reporting Persons - Icahn Partners
Master Fund II LP, a Cayman Islands exempted limited partnership ("Icahn Master
II"), Icahn Partners Master Fund III LP, a Cayman Islands exempted limited
partnership ("Icahn Master III"), Icahn Capital LP, a Delaware limited
partnership ("Icahn Capital"), and IPH GP LLC, a Delaware limited liability
company ("IPH"). In addition, the names of certain Reporting Persons identified
in Item 2 of the Initial 13D have been changed as follows: the name of American
Real Estate Holdings Limited Partnership has been changed to Icahn Enterprises
Holdings LP ("Icahn Enterprises Holdings"); and the name of American Property
Investors, Inc. has been changed to Icahn Enterprises G.P. Inc. ("Icahn
Enterprises GP").
The principal business address of each of (i) Icahn Capital and IPH is
White Plains Plaza, 445 Hamilton Avenue - Suite 1210, White Plains, NY 10601,
and (ii) Icahn Master II and Icahn Master III is c/o Walkers SPV Limited, P.O.
Box 908GT, 87 Mary Street, George Town, Grand Cayman, Cayman Islands.
Icahn Offshore is the general partner of each of Icahn Master II and Icahn
Master III. Icahn Capital is the general partner of each of Icahn Offshore and
Icahn Onshore. Icahn Enterprises Holdings is the sole member of IPH, which is
the general partner of Icahn Capital. Beckton is the sole stockholder of Icahn
Enterprises GP, which is the general partner of Icahn Enterprises Holdings. Carl
C. Icahn is the sole stockholder of Beckton. As such, Mr. Icahn is in a position
indirectly to determine the investment and voting decisions made by each of the
additional Reporting Persons.
Each of Icahn Master II and Icahn Master III is primarily engaged in the
business of investing in securities. Icahn Capital is primarily engaged in the
business of serving as the general partner of each of Icahn Offshore and Icahn
Onshore. IPH is primarily engaged in the business of serving as the general
partner of Icahn Capital.
The name, citizenship, present principal occupation or employment and
business address of each director and executive officer of the additional
Reporting Persons are set forth in Schedule A attached hereto.
None of the additional Reporting Persons, nor any manager or executive
officer of the additional Reporting Persons, has, during the past five years,
(a) been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors), or (b) been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting, or mandating activities subject to,
Federal or State securities laws or a finding of any violation with respect to
such laws.
Item 4. Purpose of Transaction
Item 4 of the Initial 13D is hereby amended by adding the following:
The Reporting Persons may, from time to time and at any time, acquire
additional Shares, Notes (as defined in Item 6 below) and/or other equity, debt
or other securities of Lear (collectively, "Securities") in the open market or
otherwise and reserve the right to dispose of any or all of their Securities in
the open market or otherwise, at any time and from time to time, and to engage
in any hedging or similar transactions with respect to the Securities.
Item 6. Contracts, Arrangements, Understandings or Relationship with Respect to
Securities of the Issuer
Item 6 of the Initial 13D is hereby amended by adding the following:
On July 16 and July 22, 2008, the Reporting Persons acquired, in open
market purchases, $13,750,000 in aggregate principal amount of Lear's 8.50%
Senior Notes due 2013 (the "Notes").
On July 31, 2008, all of the cash-settled equity swap agreements previously
described in this Item 6 expired in accordance with their terms. As a result,
the Reporting Persons no longer have economic exposure to any Shares through
such agreements.
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: August 1, 2008
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 E. Mattner
Title: Authorized Signatory
KOALA HOLDING LIMITED PARTNERSHIP
By: Koala Holding GP Corp., general partner
By: /s/ Edward E. Mattner
---------------------
Name: Edward E. Mattner
Title: Authorized Signatory
KOALA HOLDING GP CORP.
By: /s/ Edward E. Mattner
---------------------
Name: Edward E. 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 PARTNERS MASTER FUND II LP
By: /s/ Edward E. Mattner
---------------------
Name: Edward E. Mattner
Title: Authorized Signatory
ICAHN PARTNERS MASTER FUND III 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
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
ICAHN CAPITAL LP
By: IPH GP LLC, its general partner
By: Icahn Enterprises Holdings LP, its sole member
By: Icahn Enterprises GP, Inc., general partner
By: /s/ Andrew Skobe
----------------
Name: Andrew Skobe
Title: Chief Financial Officer
IPH GP LLC
By: Icahn Enterprises Holdings LP, its sole member
By: Icahn Enterprises GP, Inc., general partner
By: /s/ Andrew Skobe
----------------
Name: Andrew Skobe
Title: Chief Financial Officer
AREP CAR HOLDINGS CORP.
By: /s/ Andrew Skobe
----------------
Name: Andrew Skobe
Title: Chief Financial Officer
ICAHN ENTERPRISES HOLDINGS LP
By: Icahn Enterprises GP, Inc., general partner
By: /s/ Andrew Skobe
----------------
Name: Andrew Skobe
Title: Chief Financial Officer
ICAHN ENTERPRISES GP, INC.
By: /s/ Andrew Skobe
----------------
Name: Andrew Skobe
Title: Chief Financial Officer
BECKTON CORP.
By: /s/ Edward E. Mattner
---------------------
Name: Edward E. Mattner
Title: Authorized Signatory
/s/ Carl C. Icahn
- -----------------
CARL C. ICAHN
[Signature Page of Amendment #7 to Schedule 13D - Lear Corp.]
SCHEDULE A
DIRECTORS AND EXECUTIVE OFFICERS OF ADDITIONAL REPORTING PERSONS
The following sets forth the name, position, and principal occupation of each
director and executive officer of each of the additional Reporting Persons. Each
such person is a citizen of the United States of America. Except as otherwise
indicated, the business address of each director and officer is c/o Icahn
Associates Corp., 767 Fifth Avenue, 47th Floor, New York, New York 10153. To the
best of the Reporting Persons' knowledge, except as set forth in this statement
on Schedule 13D, none of the directors or executive officers of the Reporting
Persons own any Shares.
ICAHN PARTNERS MASTER FUND II LP
ICAHN PARTNERS MASTER FUND III LP
Name Position
- ---- --------
Icahn Offshore LP General Partner
Carl Icahn Chief Executive Officer
Keith A. Meister Managing Director
Vincent J. Intrieri Managing Director
Irene March Chief Financial Officer
Edward E. Mattner Authorized Signatory
Gail Golden Authorized Signatory
Dana Witkin Director of Investor Relations
Keith Cozza Chief Compliance Officer
Anthony Canova Controller
ICAHN CAPITAL LP
Name Position
- ---- --------
IPH GP LLC General Partner
IPH GP LLC
Name Position
- ---- --------
Icahn Enterprises Holdings L.P. Sole Member