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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 3, 2008
LEAR CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware (State or other jurisdiction of incorporation) |
1-11311 (Commission File Number) |
13-3386776 (IRS Employer Identification Number) |
| 21557 Telegraph Road, Southfield, MI (Address of principal executive offices) |
48033 (Zip Code) |
(248) 447-1500
(Registrant’s telephone number, including area code)
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Section 5 — Corporate Governance and Management
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers
(b) On November 3, 2008, Mr. Vincent J. Intrieri, a director of Lear Corporation (the “Company”)
and Senior Managing Director of Icahn Capital LP, notified the Company of his resignation as a
director of the Company, effective immediately. Mr. Carl C. Icahn, Chief Executive Officer of
Icahn Capital LP, also submitted a letter to the Company in connection with Mr. Intrieri’s
resignation.
Copies of Mr. Intrieri’s resignation letter and Mr. Icahn’s letter to the Company are attached
hereto as Exhibits 99.1 and 99.2, respectively, and incorporated herein by reference.
Section 9 — Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits
(d) Exhibits:
| Exhibit Number | Exhibit Description | |
99.1
|
Resignation letter from Mr. Vincent J. Intrieri, dated November 3, 2008 | |
99.2
|
Letter from Mr. Carl C. Icahn, dated November 3, 2008 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Lear Corporation |
||||
| Date: November 3, 2008 | By: | /s/ Matthew J. Simoncini | ||
| Name: | Matthew J. Simoncini | |||
| Title: | Senior Vice President and Chief Financial Officer |
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EXHIBIT INDEX
| Exhibit Number | Exhibit Description | |
99.1
|
Resignation letter of Mr. Vincent J. Intrieri, dated November 3, 2008 | |
99.2
|
Letter from Mr. Carl C. Icahn, dated November 3, 2008 |
Exhibit 99.1
VINCENT
J. INTRIERI
November 3, 2008
Robert E. Rossiter
Chairman of the
Board of Directors
Lear Corporation
21557 Telegraph Road
Southfield, MI 48033
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, |
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|
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| Vincent J. Intrieri | ||||
cc: Terrence B. Larkin
Members of the Board
Members of the Board
Exhibit 99.2
Carl C. Icahn
November 3, 2008
Board of
Directors
Lear Corporation
21557 Telegraph Road
Southfield, MI 48033
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, |
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|
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cc: Terrence B. Larkin
Robert E. Rossiter
Robert E. Rossiter
767
Fifth Avenue, New York, New York 10153 • Telephone (212)
702-4333 Fax (212) 750-5807