UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
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)
November 3, 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
CUSIP No. 521865105
1 NAME OF REPORTING PERSON
High River Limited Partnership
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
659,860
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
659,860
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
659,860
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.85%
14 TYPE OF REPORTING PERSON*
PN
SCHEDULE 13D
CUSIP No. 521865105
1 NAME OF REPORTING PERSON
Hopper Investments LLC
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
659,860
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
659,860
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
659,860
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.85%
14 TYPE OF REPORTING PERSON*
OO
SCHEDULE 13D
CUSIP No. 521865105
1 NAME OF REPORTING PERSON
Koala Holding Limited Partnership
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
247,745
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
247,745
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
247,745
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.32%
14 TYPE OF REPORTING PERSON*
PN
SCHEDULE 13D
CUSIP No. 521865105
1 NAME OF REPORTING PERSON
Koala Holding GP Corp.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
247,745
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
247,745
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
247,745
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.32%
14 TYPE OF REPORTING PERSON*
CO
SCHEDULE 13D
CUSIP No. 521865105
1 NAME OF REPORTING PERSON
Barberry Corp.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
907,605
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
907,605
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
907,605
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.17%
14 TYPE OF REPORTING PERSON*
CO
SCHEDULE 13D
CUSIP No. 521865105
1 NAME OF REPORTING PERSON
Icahn Partners Master Fund LP
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
1,567,926
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
1,567,926
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,567,926
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.03%
14 TYPE OF REPORTING PERSON*
PN
SCHEDULE 13D
CUSIP No. 521865105
1 NAME OF REPORTING PERSON
Icahn Offshore LP
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
1,567,926
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
1,567,926
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,567,926
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.03%
14 TYPE OF REPORTING PERSON*
PN
SCHEDULE 13D
CUSIP No. 521865105
1 NAME OF REPORTING PERSON
Icahn Partners LP
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
1,228,028
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
1,228,028
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,228,028
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.59%
14 TYPE OF REPORTING PERSON*
PN
SCHEDULE 13D
CUSIP No. 521865105
1 NAME OF REPORTING PERSON
Icahn Onshore LP
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
1,228,028
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
1,228,028
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,228,028
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.59%
14 TYPE OF REPORTING PERSON*
PN
SCHEDULE 13D
CUSIP No. 521865105
1 NAME OF REPORTING PERSON
Icahn Capital LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
2,795,954
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
2,795,954
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,795,954
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.62%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 521865105
1 NAME OF REPORTING PERSON
IPH GP LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
2,795,954
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
2,795,954
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,795,954
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.62%
14 TYPE OF REPORTING PERSON
OO
SCHEDULE 13D
CUSIP No. 521865105
1 NAME OF REPORTING PERSON
AREP Car Holdings Corp.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
126,956
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
126,956
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
126,956
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.16%
14 TYPE OF REPORTING PERSON*
CO
SCHEDULE 13D
CUSIP No. 521865105
1 NAME OF REPORTING PERSON
Icahn Enterprises Holdings LP
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
2,922,910
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
2,922,910
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,922,910
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.78%
14 TYPE OF REPORTING PERSON*
PN
SCHEDULE 13D
CUSIP No. 521865105
1 NAME OF REPORTING PERSON
Icahn Enterprises G.P. Inc.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
2,922,910
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
2,922,910
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,922,910
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.78%
14 TYPE OF REPORTING PERSON*
CO
SCHEDULE 13D
CUSIP No. 521865105
1 NAME OF REPORTING PERSON
Beckton Corp.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
2,922,910
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
2,922,910
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,922,910
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.78%
14 TYPE OF REPORTING PERSON*
CO
SCHEDULE 13D
CUSIP No. 521865105
1 NAME OF REPORTING PERSON
Carl C. Icahn
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
3,830,515
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
3,830,515
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,830,515
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.95%
14 TYPE OF REPORTING PERSON*
IN
SCHEDULE 13D
(Amendment No. 8)
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 adding the following:
On November 3, 2008, Vincent Intrieri, an employee of the Reporting Persons
and a member of the board of directors of the Issuer, delivered to the board a
letter of resignation, a copy of which is filed herewith and incorporated herein
by reference.
Also on November 3, 2008, Carl C. Icahn delivered to the board a letter (a
copy of which is filed herewith and incorporated herein by reference) which
stated:
As you probably are aware, I have been known to criticize many senior
executives for doing subpar jobs in corporations. However, this is far from
the case with Bob Rossiter and Dan Ninivaggi, who I have met on a number of
occasions during the past year. I have built a great respect for both of
them and find them to be extremely competent executives. I also have a
great respect for the other senior executives at Lear that I have had
occasion to meet during the past year. I hope to keep up my relationship
with both Bob and Dan in the coming months.
Item 5. Interest in Securities of the Issuer
Item 5 of the Initial 13D is hereby amended and restated in its entirety as
follows:
(a) The Reporting Persons may be deemed to beneficially own, in the
aggregate, 3,830,515 Shares, representing approximately 4.95% of the
Issuer's outstanding Shares (based upon the 77,320,260 Shares stated
to be outstanding as of July 31, 2008 by the Issuer in the Issuer's
Quarterly Report on Form 10-Q for the quarter ended June 28, 2008,
filed with the Securities and Exchange Commission on August 4, 2008).
(b) High River has sole voting power and sole dispositive power with
regard to 659,860 Shares. Each of Hopper, Barberry and Carl C. Icahn
has shared voting power and shared dispositive power with regard to
such Shares. Koala has sole voting power and sole dispositive power
with regard to 247,745 Shares. Each of Koala GP, Barberry and Carl C.
Icahn has shared voting power and shared dispositive power with regard
to such Shares. Icahn Master has sole voting power and sole
dispositive power with regard to 1,567,926 Shares. Each of Icahn
Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn
Enterprises GP, Beckton and Carl C. Icahn has shared voting power and
shared dispositive power with regard to such Shares. Icahn Partners
has sole voting power and sole dispositive power with regard to
1,228,028 Shares. Each of Icahn Onshore, Icahn Capital, IPH, Icahn
Enterprises Holdings, Icahn Enterprises GP, Beckton and Carl C. Icahn
has shared voting power and shared dispositive power with regard to
such Shares. AREP Car has sole voting power and sole dispositive power
with regard to 126,956 Shares. Each of Icahn Enterprises Holdings,
Icahn Enterprises GP, Beckton and Carl C. Icahn has shared voting
power and shared dispositive power with regard to such Shares.
Each of Hopper, Barberry and Mr. Icahn, by virtue of their
relationships to High River (as disclosed in Item 2), may be deemed to
indirectly beneficially own (as that term is defined in Rule 13d-3
under the Act) the Shares which High River directly beneficially owns.
Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership
of such Shares for all other purposes. Each of Koala GP, Barberry and
Mr. Icahn, by virtue of their relationships to Koala (as disclosed in
Item 2), may be deemed to indirectly beneficially own (as that term is
defined in Rule 13d-3 under the Act) the Shares which Koala directly
beneficially owns. Each of Koala GP, Barberry and Mr. Icahn disclaims
beneficial ownership of such Shares for all other purposes. Each of
Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn
Enterprises GP, Beckton and Mr. Icahn, by virtue of their
relationships to Icahn Master (as disclosed in Item 2), may be deemed
to indirectly beneficially own (as that term is defined in Rule 13d-3
under the Act) the Shares which Icahn Master directly beneficially
owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises
Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims
beneficial ownership of such Shares for all other purposes. Each of
Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn
Enterprises GP, Beckton and Mr. Icahn, by virtue of their
relationships to Icahn Partners (as disclosed in Item 2), may be
deemed to indirectly beneficially own (as that term is defined in Rule
13d-3 under the Act) the Shares which Icahn Partners directly
beneficially owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn
Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn
disclaims beneficial ownership of such Shares for all other purposes.
Each of Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and
Mr. Icahn, by virtue of their relationships to AREP Car (as disclosed
in Item 2), may be deemed to indirectly beneficially own (as that term
is defined in Rule 13d-3 under the Act) the Shares which AREP Car
directly beneficially owns. Each of Icahn Enterprises Holdings, Icahn
Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership
of such Shares for all other purposes.
(c) The following table sets forth all transactions with respect
to Shares effected during the past sixty (60) days by any of the
Reporting Persons. Except as otherwise indicated, all transactions
were effected in the open market, and the table includes commissions
paid in per share prices.
Shares Purchased Price Per Share/
Name Date (Sold) Exercise Price
- ---------------- ------------------- ---------------- ---------------------
Koala November 3, 2008 (1,491,386) $1.90
- ---------------- ------------------- ---------------- ---------------------
Icahn Partners November 3, 2008 (2,841,691) $1.90
- ---------------- ------------------- ---------------- ---------------------
Icahn Master November 3, 2008 (3,958,309) $1.90
- ---------------- ------------------- ---------------- ---------------------
AREP Car November 3, 2008 (208,614) $1.90
- ---------------- ------------------- ---------------- ---------------------
(e) As a result of the transactions reported in this Schedule
13D, the Reporting Persons ceased to be the beneficial owners of more
than five percent of the Shares and are no longer subject to the
reporting requirements of Rule 13d-1(a) of the Exchange Act.
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:
Since their last filing on Schedule 13D, the Reporting Persons acquired, in
open market purchases, $17,000,000 in aggregate principal amount of Lear's 8.50%
Senior Notes due 2013 and $16,000,000 in aggregate principal amount of Lear's
8.75% Senior Notes due 2016.
Item 7. Material to be Filed as Exhibits
1. Letter of Resignation from Vincent Intrieri, dated November 3, 2008.
2. Letter from Carl C. Icahn to Board of Directors of Lear, dated
November 3, 2008.
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: November 3, 2008
HIGH RIVER LIMITED PARTNERSHIP
By: Hopper Investments LLC, general partner
By: Barberry Corp., sole member
By: /s/ Edward Mattner
------------------
Name: Edward Mattner
Title: Authorized Signatory
HOPPER INVESTMENTS LLC
By: Barberry Corp., sole member
By: /s/ Edward Mattner
------------------
Name: Edward Mattner
Title: Authorized Signatory
KOALA HOLDING LIMITED PARTNERSHIP
By: Koala Holding GP Corp., general partner
By: /s/ Edward Mattner
------------------
Name: Edward Mattner
Title: Authorized Signatory
KOALA HOLDING GP CORP.
By: /s/ Edward Mattner
------------------
Name: Edward Mattner
Title: Authorized Signatory
BARBERRY CORP.
By: /s/ Edward Mattner
------------------
Name: Edward 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/ Dominick Ragone
-------------------
Name: Dominick Ragone
Title: Chief Financial Officer
IPH GP LLC
By: Icahn Enterprises Holdings LP, its sole member
By: Icahn Enterprises GP, Inc., general partner
By: /s/ Dominick Ragone
-------------------
Name: Dominick Ragone
Title: Chief Financial Officer
AREP CAR HOLDINGS CORP.
By: /s/ Dominick Ragone
-------------------
Name: Dominick Ragone
Title: Chief Financial Officer
ICAHN ENTERPRISES HOLDINGS LP
By: Icahn Enterprises GP, Inc., general partner
By: /s/ Dominick Ragone
-------------------
Name: Dominick Ragone
Title: Chief Financial Officer
ICAHN ENTERPRISES GP, INC.
By: /s/ Dominick Ragone
-------------------
Name: Dominick Ragone
Title: Chief Financial Officer
BECKTON CORP.
By: /s/ Edward Mattner
------------------
Name: Edward Mattner
Title: Authorized Signatory
/s/ Carl C. Icahn
- -----------------
CARL C. ICAHN
[Signature Page of Amendment #8 to Schedule 13D - Lear Corp.]
Exhibit 1
VINCENT J. INTRIERI
November 3, 2008
Robert E. Rossiter
Chairman of the
Board of Directors
Lear Corporation
21557 Telegraph Road
Southfield, MI 48033
Re: Resignation as Director
Dear Bob:
I hereby resign as director of Lear Corporation, effective immediately. My
resignation is not due to any disagreement with the Company on any matter
relating to the Company's operations, policies, practices, or otherwise.
We have a great deal of confidence in the current management team and
believe they have done, and will continue to do, the right things to create
value for shareholders. We regret that the merger transaction that was proposed
last year was not approved by shareholders, as we believe that the Company would
have benefitted tremendously from being a private enterprise. Nevertheless, we
believe that the Company is well positioned to weather the tough economic
environment ahead.
Our funds are in the process of reducing their positions in the Company in
order to realize capital losses prior to the end of the year. These capital
losses will offset certain capital gains realized by the funds.
I wish the Company much success in its future endeavors.
Very truly yours,
Vincent J. Intrieri
cc: Terrence B. Larkin
Members of the Board
Exhibit 2
CARL C. ICAHN
November 3, 2008
Board of Directors
Lear Corporation
21557 Telegraph Road
Southfield, MI 48033
Gentlemen:
As you probably are aware, I have been known to criticize many senior
executives for doing subpar jobs in corporations. However, this is far from the
case with Bob Rossiter and Dan Ninivaggi, who I have met on a number of
occasions during the past year. I have built a great respect for both of them
and find them to be extremely competent executives. I also have a great respect
for the other senior executives at Lear that I have had occasion to meet during
the past year. I hope to keep up my relationship with both Bob and Dan in the
coming months.
Thank you,
Carl C. Icahn
cc: Terrence B. Larkin
Robert E. Rossiter