UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.__)*
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)
October 17, 2006
(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)
0.87%
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)
0.87%
14 TYPE OF REPORTING PERSON*
OO
SCHEDULE 13D
CUSIP No. 521865105
1 NAME OF REPORTING PERSON
Koala Holding 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
1,739,130
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
1,739,130
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,739,130
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.29%
14 TYPE OF REPORTING PERSON*
OO
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
2,398,990
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
2,398,990
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,398,990
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.15%
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
5,526,235
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
5,526,235
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,526,235
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.27%
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
5,526,235
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
5,526,235
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,526,235
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.27%
14 TYPE OF REPORTING PERSON*
PN
SCHEDULE 13D
CUSIP No. 521865105
1 NAME OF REPORTING PERSON
CCI Offshore 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
5,526,235
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
5,526,235
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,526,235
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.27%
14 TYPE OF REPORTING PERSON*
CO
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
4,069,718
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
4,069,718
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,069,718
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.35%
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
4,069,718
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
4,069,718
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,069,718
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.35%
14 TYPE OF REPORTING PERSON*
PN
SCHEDULE 13D
CUSIP No. 521865105
1 NAME OF REPORTING PERSON
CCI Onshore 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
4,069,718
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
4,069,718
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,069,718
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.35%
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
11,994,943
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
11,994,943
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,994,943
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.77%
14 TYPE OF REPORTING PERSON*
IN
SCHEDULE 13D
Item 1. Security and Issuer
This statement relates to the Common Stock, par value $.01 (the "Shares"),
issued by Lear Corporation (the "Issuer"). The address of the principal
executive offices of the Issuer is 21557 Telegraph Road, Southfield, MI 48034.
Item 2. Identity and Background
The Reporting Persons (as hereafter defined) are High River Limited
Partnership, a Delaware limited partnership ("High River"), Hopper Investments
LLC, a Delaware limited liability company ("Hopper"), Koala Holding LLC, a
Delaware limited liability company ("Koala"), Barberry Corp., a Delaware
corporation ("Barberry"), Icahn Partners Master Fund LP, a Cayman Islands
exempted limited partnership ("Icahn Master"), Icahn Offshore LP, a Delaware
limited partnership ("Icahn Offshore"), CCI Offshore Corp., a Delaware
corporation ("CCI Offshore"), Icahn Partners LP, a Delaware limited partnership
("Icahn Partners"), Icahn Onshore LP, a Delaware limited partnership ("Icahn
Onshore"), CCI Onshore Corp., a Delaware corporation (" CCI Onshore"), and Carl
C. Icahn, a citizen of the United States of America (collectively, the
"Reporting Persons").
The principal business address of each of High River, Hopper, Koala,
Barberry, Icahn Offshore, CCI Offshore, Icahn Partners, Icahn Onshore, and CCI
Onshore is White Plains Plaza, 445 Hamilton Avenue - Suite 1210, White Plains,
NY 10601. The principal business address of Icahn Master is c/o Walkers SPV
Limited, P.O. Box 908GT, 87 Mary Street, George Town, Grand Cayman, Cayman
Islands. The principal business address of Carl C. Icahn is c/o Icahn Associates
Corp., 767 Fifth Avenue, 47th Floor, New York, New York 10153.
Barberry is the sole member of (i) Koala and (ii) Hopper, which is the
general partner of High River. CCI Offshore is the general partner of Icahn
Offshore, which is the general partner of Icahn Master. CCI Onshore is the
general partner of Icahn Onshore, which is the general partner of Icahn
Partners. Each of Barberry, CCI Offshore and CCI Onshore is 100 percent owned by
Carl C. Icahn. As such, Mr. Icahn is in a position indirectly to determine the
investment and voting decisions made by each of the Reporting Persons.
Each of High River, Koala and Barberry is primarily engaged in the business
of investing in securities. Hopper is primarily engaged in the business of
acting as the general partner of High River. Each of Icahn Master and Icahn
Partners is primarily engaged in the business of investing in securities. Icahn
Offshore and Icahn Onshore are primarily engaged in the business of serving as
the general partner of Icahn Master and Icahn Partners, respectively. CCI
Offshore and CCI Onshore are primarily engaged in the business of serving as the
general partner of Icahn Offshore and Icahn Onshore, respectively. Carl C.
Icahn's present principal occupation or employment is (i) owning all of the
interest in CCI Onshore and CCI Offshore, through which Mr. Icahn indirectly
directs and manages the investments of Icahn Master and Icahn Partners and (ii)
acting as President and a director of Starfire Holding Corporation ("Starfire"),
and as the Chairman of the Board and a director of various of Starfire's
subsidiaries. Starfire is primarily engaged in the business of investing in and
holding securities of various entities.
The name, citizenship, present principal occupation or employment and
business address of each director and executive officer of the Reporting Persons
are set forth in Schedule A attached hereto.
None of the Reporting Persons nor any manager or executive officer of the
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 3. Source and Amount of Funds or Other Consideration
The aggregate purchase price of the 11,994,943 Shares purchased by High
River, Koala, Icahn Master and Icahn Partners, collectively, was $257,717,721
(including commissions). The source of funding for the purchase of these Shares
was the general working capital of the respective purchasers. The Shares are
held by the Reporting Persons in margin accounts. Such margin accounts may from
time to time have debit balances. Since other securities are held in such margin
accounts, it is not possible to determine the amounts, if any, of margin used
with respect to the purchase of the Shares.
Item 4. Purpose of Transaction
The Reporting Persons acquired their positions in the Shares in the belief
that they were undervalued.
On October 17, 2006, Koala, Icahn Partners and Icahn Master entered into a
stock purchase agreement (the "Stock Purchase Agreement") with the Issuer,
pursuant to which they will acquire approximately $200 million of common stock
of the Issuer in a private placement, at a price of $23.00 per share, subject to
the terms and conditions of the Stock Purchase Agreement (including the receipt
of applicable antitrust clearance) (the "Transaction"). The Stock Purchase
Agreement provides the Reporting Persons with the right to a representative on
Lear's board of directors and contains certain other corporate governance terms
and conditions with respect to the Reporting Persons' ownership position in the
Issuer. A copy of the Stock Purchase Agreement is filed herewith as an exhibit
and incorporated herein by reference, and any descriptions herein of the Stock
Purchase Agreement are qualified in their entirety by reference to the Stock
Purchase Agreement.
The Reporting Persons are pleased that they have been invited in by
management of the Issuer and that the Issuer feels that the Reporting Persons
can be of added value. The Reporting Persons expect to have ongoing discussions
with management of the Issuer, including Robert Rossiter, the Issuer's Chairman
and Chief Executive Officer, and to work together with the Issuer to enhance
shareholder value. Representatives of the Reporting Persons have discussed with
Mr. Rossiter the desirability to the Issuer of selling its domestic interiors
business.
The Reporting Persons may, from time to time and at any time, acquire
additional Shares in the open market or otherwise and reserve the right to
dispose of any or all of their Shares 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 Shares.
Item 5. Interest in Securities of the Issuer
(a) The Reporting Persons may be deemed to beneficially own, in the
aggregate, 11,994,943 Shares, representing approximately 15.77% of the Issuer's
outstanding Shares (based upon the sum of (i) the 67,348,122 Shares stated to be
outstanding as of August 4, 2006 by the Issuer in the Issuer's Annual Report on
Form 10-Q for the quarter ended July 1, 2006, filed with the Securities and
Exchange Commission on August 8, 2006, and (ii) the 8,695,652 Shares to be
issued in connection with the Transaction).
(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 1,739,130 Shares. Each of
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 5,526,235 Shares. Each of Icahn Offshore, CCI
Offshore 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 4,069,718 Shares. Each of Icahn Onshore, CCI
Onshore 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
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 Barberry and Mr. Icahn disclaims beneficial ownership
of such Shares for all other purposes. Each of Icahn Offshore, CCI Offshore 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, CCI Offshore and Mr. Icahn disclaims beneficial
ownership of such Shares for all other purposes. Each of Icahn Onshore, CCI
Onshore 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, CCI Onshore 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
------------------ ---------------- --------------- ----------
High River 30-August-2006 46,600 19.92
------------------ ---------------- --------------- ----------
Koala 17-October-2006 (1) 1,739,130 23.00
------------------ ---------------- --------------- ----------
Icahn Master 30-August-2006 104,683 19.92
------------------ ---------------- --------------- ----------
Icahn Master 17-October-2006 (1) 4,023,324 23.00
------------------ ---------------- --------------- ----------
Icahn Partners 30-August-2006 81,717 19.92
------------------ ---------------- --------------- ----------
Icahn Partners 17-October-2006 (1) 2,933,198 23.00
------------------ ---------------- --------------- ----------
(1) Shares to be acquired in connection with the Transaction (see Item 4 for
details).
Item 6. Contracts, Arrangements, Understandings or Relationship with Respect to
Securities of the Issuer
The description of the Transaction set forth above in Item 4 is
incorporated herein by reference.
The Reporting Persons may, from time to time, enter into and dispose of
cash-settled equity swap or other similar derivative transactions with one or
more counterparties that are based upon the Shares of the Issuer, which
transactions may be significant in amount. The profit, loss and/or return on
such contracts may be wholly or partially dependent on the market value of the
Shares, the relative value of Shares in comparison to one or more other
financial instruments, indexes or securities, a basket or group of securities in
which Shares may be included, or a combination of any of the foregoing. In
addition to the Shares which they beneficially own without reference to these
contracts, the Reporting Persons currently have long economic exposure to
5,836,400 Shares through such contracts. These contracts do not give the
Reporting Persons direct or indirect voting, investment or dispositive control
over the securities of the Issuer to which these transactions relate and,
accordingly, the Reporting Persons disclaim any beneficial ownership in any
securities held or which may be acquired by the counterparties to such
arrangements.
Except as otherwise described herein, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among the persons named in
Item 2 and between such persons and any person with respect to any securities of
the Issuer, including but not limited to transfer or voting of any of the
securities, finder's fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies.
Item 7. Material to be Filed as Exhibits
1 Joint Filing Agreement of the Reporting Persons
2 Stock Purchase Agreement dated October 17, 2006, among the Issuer, Koala,
Icahn Partners and Icahn Master (incorporated herein by reference to
Exhibit 10.1 to the Form 8-K filed by the Issuer on October 17, 2006)
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: October 17, 2006
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 LLC
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 OFFSHORE LP
By: /s/ Edward E. Mattner
---------------------
Name: Edward E. Mattner
Title: Authorized Signatory
CCI OFFSHORE CORP.
By: /s/ Keith Meister
-----------------
Name: Keith Meister
Title: Vice President
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
CCI ONSHORE CORP.
By: /s/ Keith Meister
----------------------
Name: Keith Meister
Title: Vice President
/s/ Carl C. Icahn
-----------------
CARL C. ICAHN
[Signature Page of Schedule 13D - Lear Corp.]
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of
1934, as amended, the persons named below agree to the joint filing on behalf of
each of them of a statement on Schedule 13D (including amendments thereto) with
respect to the Common Stock of Lear Corporation and further agree that this
Joint Filing Agreement be included as an Exhibit to such joint filings. In
evidence thereof, the undersigned, being duly authorized, have executed this
Joint Filing Agreement this 17th day of October, 2006.
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 E. Mattner
---------------------
Name: Edward E. Mattner
Title: Authorized Signatory
KOALA HOLDING LLC
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 OFFSHORE LP
By: /s/ Edward E. Mattner
---------------------
Name: Edward E. Mattner
Title: Authorized Signatory
CCI OFFSHORE CORP.
By: /s/ Keith Meister
-----------------
Name: Keith Meister
Title: Vice President
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
CCI ONSHORE CORP.
By: /s/ Keith Meister
----------------------
Name: Keith Meister
Title: Vice President
/s/ Carl C. Icahn
-----------------
CARL C. ICAHN
[Signature Page of Joint Filing Agreement to Schedule 13D - Lear Corp.]
SCHEDULE A
DIRECTORS AND EXECUTIVE OFFICERS OF THE REPORTING PERSONS
The following sets forth the name, position, and principal occupation of
each director and executive officer of each of the 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.
HIGH RIVER LIMITED PARTNERSHIP
Name Position
---- --------
Hopper Investments LLC, General Partner
HOPPER INVESTMENTS LLC
Name Position
---- --------
Barberry Corp., Sole Member
KOALA HOLDING LLC
Name Position
---- --------
Barberry Corp., Sole Member
BARBERRY CORP.
Name Position
---- --------
Carl C. Icahn Chairman of the Board; President
Jordan Bleznick Vice President/Taxes
Edward E. Mattner Vice President; Authorized Signatory
Gail Golden Vice President; Authorized Signatory
Vincent J. Intrieri Vice President; Authorized Signatory
Keith Cozza Secretary; Treasurer
Tina March Authorized Signatory
ICAHN PARTNERS MASTER FUND LP
Name Position
---- --------
Icahn Offshore LP General Partner
ICAHN OFFSHORE LP
Name Position
---- --------
CCI Offshore Corp. General Partner
CCI OFFSHORE CORP.
Name Position
---- --------
Carl C. Icahn Director
Keith A. Meister President and Secretary
Vincent Intrieri Vice President and Treasurer
Jordan Bleznick Vice President-Taxes
ICAHN PARTNERS LP
Name Position
---- --------
Icahn Onshore LP General Partner
ICAHN ONSHORE LP
Name Position
---- --------
CCI Onshore Corp. General Partner
CCI ONSHORE CORP
Name Position
---- --------
Carl C. Icahn Director
Keith A. Meister President and Secretary
Vincent Intrieri Vice President and Treasurer
Jordan Bleznick Vice President-Taxes