0000928475-11-000062.txt : 20110314
0000928475-11-000062.hdr.sgml : 20110314
20110314145910
ACCESSION NUMBER: 0000928475-11-000062
CONFORMED SUBMISSION TYPE: SC 13D/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20110314
DATE AS OF CHANGE: 20110314
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: Lawson Software, Inc.
CENTRAL INDEX KEY: 0001344632
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 0531
FILING VALUES:
FORM TYPE: SC 13D/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-81780
FILM NUMBER: 11685182
BUSINESS ADDRESS:
STREET 1: 380 ST PETER STREET
CITY: ST PAUL
STATE: MN
ZIP: 55102
BUSINESS PHONE: 651-767-7000
MAIL ADDRESS:
STREET 1: 380 ST PETER STREET
CITY: ST PAUL
STATE: MN
ZIP: 55102
FORMER COMPANY:
FORMER CONFORMED NAME: Lawson Holdings, Inc.
DATE OF NAME CHANGE: 20051116
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: ICAHN CARL C
CENTRAL INDEX KEY: 0000921669
STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000]
IRS NUMBER: 000000000
STATE OF INCORPORATION: NY
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D/A
BUSINESS ADDRESS:
STREET 1: C/O ICAHN ASSOCIATES CORP.
STREET 2: 767 FIFTH AVE., SUITE 4700
CITY: NEW YORK
STATE: NY
ZIP: 10153
BUSINESS PHONE: 212-702-4300
MAIL ADDRESS:
STREET 1: C/O ICAHN ASSOCIATES CORP.
STREET 2: 767 FIFTH AVE., SUITE 4700
CITY: NEW YORK
STATE: NY
ZIP: 10153
FORMER COMPANY:
FORMER CONFORMED NAME: ICAHN CARL C ET AL
DATE OF NAME CHANGE: 19950612
SC 13D/A
1
lwsnsch13damd4031411.txt
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
Lawson Software, Inc.
(Name of Issuer)
Common Stock, Par Value $0.01
(Title of Class of Securities)
52078P102
(CUSIP Number)
Keith Schaitkin, Esq.
Icahn Capital LP
767 Fifth Avenue, 47th Floor
New York, New York 10153
(212) 702-4300
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
March 14, 2011
(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. 52078P102
1. NAME OF REPORTING PERSON
High River Limited Partnership
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
3,569,729
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
3,569,729
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,569,729
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.18%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 52078P102
1. NAME OF REPORTING PERSON
Hopper Investments LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
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
3,569,729
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
3,569,729
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,569,729
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.18%
14 TYPE OF REPORTING PERSON
OO
SCHEDULE 13D
CUSIP No. 52078P102
1. NAME OF REPORTING PERSON
Barberry Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
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
3,569,729
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
3,569,729
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,569,729
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.18%
14 TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP No. 52078P102
1. NAME OF REPORTING PERSON
Icahn Partners Master Fund 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
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
5,993,331
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
5,993,331
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,993,331
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.66%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 52078P102
1. NAME OF REPORTING PERSON
Icahn Partners Master Fund II 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
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
1,936,729
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
1,936,729
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,936,729
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.18%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 52078P102
1. NAME OF REPORTING PERSON
Icahn Partners Master Fund III 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
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
906,137
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
906,137
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
906,137
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.55%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 52078P102
1. NAME OF REPORTING PERSON
Icahn Offshore LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
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
8,836,197
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
8,836,197
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,836,197
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.40%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 52078P102
1. NAME OF REPORTING PERSON
Icahn Partners 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
5,442,719
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
5,442,719
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,442,719
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.33%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 52078P102
1. NAME OF REPORTING PERSON
Icahn Onshore LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
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
5,442,719
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
5,442,719
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,442,719
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.33%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 52078P102
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
OO
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
14,278,916
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
14,278,916
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,278,916
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.73%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 52078P102
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
OO
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
14,278,916
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
14,278,916
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,278,916
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.73%
14 TYPE OF REPORTING PERSON
OO
SCHEDULE 13D
CUSIP No. 52078P102
1. NAME OF REPORTING PERSON
Icahn Enterprises Holdings L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
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
14,278,916
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
14,278,916
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,278,916
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.73%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 52078P102
1. NAME OF REPORTING PERSON
Icahn Enterprises G.P. Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
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
14,278,916
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
14,278,916
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,278,916
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.73%
14 TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP No. 52078P102
1. NAME OF REPORTING PERSON
Beckton Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
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
14,278,916
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
14,278,916
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,278,916
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.73%
14 TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP No. 52078P102
1 NAME OF REPORTING PERSON
Carl C. Icahn
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
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
17,848,645
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
17,848,645
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,848,645
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.91%
14 TYPE OF REPORTING PERSON
IN
SCHEDULE 13D
Item 1. Security and Issuer
This statement constitutes Amendment No. 4 to the Schedule 13D relating to
the shares of Common Stock, par value $0.01 (the "Shares"), issued by Lawson
Software, Inc. (the "Issuer"), and hereby amends the Schedule 13 relating to the
Shares filed with the Securities and Exchange Commission on May 24, 2010, and
amended by Amendments No. 1 through 3 thereto (as amended, the "Schedule 13D"),
on behalf of the Reporting Persons (as defined in the Schedule 13D), 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 Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of the Schedule 13D is hereby amended by replacing it in its
entirety with the following:
The Reporting Persons hold, in the aggregate, 17,848,645 Shares. The
aggregate purchase price of the Shares purchased by the Reporting Persons
collectively was approximately $139 million (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 together with other securities. Such margin accounts may from
time to time have debit balances. Part of the purchase price of the Shares
purchased by the Reporting Persons was obtained through margin borrowing. As of
the close of business on March 11, 2011, the indebtedness of (i) High River's
margin account was approximately $783.5 million, (ii) Icahn Partners' margin
account was approximately $660.4 million, (iii) Icahn Master's margin account
was approximately $853.2 million, (iv) Icahn Master II's margin account was
approximately $311.9 million, and (v) Icahn Master III's margin account was
approximately $81.0 million.
Item 4. Purpose of Transaction
Item 4 of the Schedule 13D is hereby amended by adding the following:
The Reporting Persons had a conversation today with Harry Debes, the Chief
Executive Officer of the Issuer, regarding the strategic process entered into by
the Issuer. The Reporting Persons are supportive of this process and believe
that the Issuer should be sold at the highest price obtained from this process.
The Reporting Persons may, from time to time and at any time, acquire
additional Shares and/or other equity, debt, notes, instruments or other
securities (collectively, "Securities") of the Issuer in the open market or
otherwise. They 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 5. Interest in Securities of the Issuer
Items 5 (a) and (b) of the Schedule 13D are hereby amended by replacing
them in their entirety with the following:
(a) The Reporting Persons may be deemed to beneficially own, in the
aggregate, 17,848,645 Shares, representing approximately 10.91% of the Issuer's
outstanding Shares (based upon the 163,620,876 Shares stated to be outstanding
as of December 27, 2010 by the Issuer in the Issuer's Form 10-Q filed with the
Securities and Exchange Commission for the quarterly period ended November 30,
2010).
(b) High River has sole voting power and sole dispositive power with regard
to 3,569,729 Shares. Each of Hopper, Barberry and Mr. 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 5,993,331 Shares.
Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn
Enterprises GP, Beckton and Mr. Icahn has shared voting power and shared
dispositive power with regard to such Shares. Icahn Master II has sole voting
power and sole dispositive power with regard to 1,936,729 Shares. Each of Icahn
Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP,
Beckton and Mr. Icahn has shared voting power and shared dispositive power with
regard to such Shares. Icahn Master III has sole voting power and sole
dispositive power with regard to 906,137 Shares. Each of Icahn Offshore, Icahn
Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr.
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 5,442,719 Shares. Each of Icahn Onshore, Icahn Capital, IPH, Icahn
Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. 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
Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn
Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to each
of Icahn Master, Icahn Master II and Icahn Master III (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 each of Icahn Master, Icahn Master II and
Icahn Master III 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.
Item 5 (c) of the Schedule 13D is hereby amended by the addition of the
following:
(c) The following table sets forth all transactions with respect to Shares
effected since January 11, 2011, the date of the last Schedule 13D filed by the
Reporting Persons in respect of the Shares, inclusive of any transactions
effected through 5:00 p.m., New York City time, on March 14, 2011. Except as
otherwise noted below, all such transactions were purchases of Shares effected
in the open market, and the table includes commissions paid in per share prices.
Name of Date Amount Price
Reporting of of Per
Person Transaction Securities Share (US$)
---------- ------------ ----------- -----------
High River 01/20/2011 6,260 9.10
High River 01/21/2011 17,483 9.13
High River 01/24/2011 11,760 9.16
High River 01/25/2011 900 9.18
Icahn Partners 01/20/2011 11,042 9.10
Icahn Partners 01/21/2011 30,838 9.13
Icahn Partners 01/24/2011 20,744 9.16
Icahn Partners 01/25/2011 1,588 9.18
Icahn Master 01/20/2011 12,160 9.10
Icahn Master 01/21/2011 33,957 9.13
Icahn Master 01/24/2011 22,843 9.16
Icahn Master 01/25/2011 1,748 9.18
Icahn Master III 01/20/2011 1,838 9.10
Icahn Master III 01/21/2011 5,135 9.13
Icahn Master III 01/24/2011 3,453 9.16
Icahn Master III 01/25/2011 264 9.18
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: March 14, 2011
ICAHN PARTNERS MASTER FUND LP
ICAHN PARTNERS MASTER FUND II LP
ICAHN PARTNERS MASTER FUND III LP
ICAHN OFFSHORE LP
ICAHN PARTNERS LP
ICAHN ONSHORE LP
BECKTON CORP.
HOPPER INVESTMENTS LLC
BARBERRY CORP.
HIGH RIVER LIMITED PARTNERSHIP
By: Hopper Investments LLC, general partner
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 L.P., its sole member
By: Icahn Enterprises G.P. Inc., its general partner
IPH GP LLC
By: Icahn Enterprises Holdings L.P., its sole member
By: Icahn Enterprises G.P. Inc., its general partner
ICAHN ENTERPRISES HOLDINGS L.P.
By: Icahn Enterprises G.P. Inc., its general partner
ICAHN ENTERPRISES G.P. INC.
By: /s/ Daniel A. Ninivaggi
------------------------
Name: Daniel A. Ninivaggi
Title: President
/s/ Carl C. Icahn
--------------------
CARL C. ICAHN