UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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 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. 3)
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 February 9, 2007, newly-formed subsidiaries of AREP entered into an
Agreement and Plan of Merger with Lear Corporation ("Agreement") calling for a
merger of Lear and one of such subsidiaries pursuant to which Lear will become a
subsidiary of AREP and stockholders of Lear will receive $36 per share in cash.
The Agreement provides that Lear will immediately commence a "go shop" period of
45 days pursuant to which it will seek buyers for Lear who may offer better
terms and conditions from a financial point of view. The Agreement provides that
in the event of termination of the Agreement under certain circumstances, the
subsidiaries will be paid a breakup fee by Lear. Consummation of the Agreement
is conditioned upon a favorable vote of the Lear stockholders, regulatory
filings and approvals and customary closing conditions.
In addition, Reporting Persons entered into a Voting Agreement with Lear in
which they agreed to support the Agreement by voting in favor of the transaction
or any competing Alternative Acquisition Agreement, as defined, in which the
consideration paid to stockholders of Issuer is in excess of $36 per share in
cash. The Voting Agreement is filed herewith as an Exhibit and incorporated
herein by reference.
Item 7. Material to be Filed as Exhibits
Item 7 is hereby amended by adding the following:
1. Voting Agreement
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 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 Meister
-----------------
Name: Keith 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 Meister
-----------------
Name: Keith Meister
Title: President
ICAHN PARTNERS LP
By: /s/ Keith Meister
-----------------
Name: Keith Meister
Title: Executive Vice President
ICAHN ONSHORE LP
By: /s/ Keith Meister
-----------------
Name: Keith Meister
Title: Executive Vice President
CCI ONSHORE CORP.
By: /s/ Keith Meister
-----------------
Name: Keith Meister
Title: President and Secretary
/s/ Carl C. Icahn
------------------
CARL C. ICAHN
[Signature Page of Amendment No. 3 to Schedule 13D - Lear Corp.]