-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, URZRc9ngl+l2/FnL1XqSGH1+3JwLaMEthbtDJzb+WlOX89sXWOygr281F6gGAdDS FSF8170h5y/rwhZHvNDKpw== 0001405086-09-001153.txt : 20091218 0001405086-09-001153.hdr.sgml : 20091218 20091218172348 ACCESSION NUMBER: 0001405086-09-001153 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20091218 DATE AS OF CHANGE: 20091218 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LEAR CORP CENTRAL INDEX KEY: 0000842162 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 133386776 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-43537 FILM NUMBER: 091250907 BUSINESS ADDRESS: STREET 1: 21557 TELEGRAPH ROAD CITY: SOUTHFIELD STATE: MI ZIP: 48033 BUSINESS PHONE: 2484471500 MAIL ADDRESS: STREET 1: 21557 TELEGRAPH ROAD CITY: SOUTHFIELD STATE: MI ZIP: 48033 FORMER COMPANY: FORMER CONFORMED NAME: LEAR CORP /DE/ DATE OF NAME CHANGE: 19960620 FORMER COMPANY: FORMER CONFORMED NAME: LEAR SEATING CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: LEAR SIEGLER SEATING CORP DATE OF NAME CHANGE: 19900723 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Avenue Capital Management II, L.P. CENTRAL INDEX KEY: 0001317338 IRS NUMBER: 522258514 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 535 MADISON AVENUE STREET 2: 15TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-850-7519 MAIL ADDRESS: STREET 1: 535 MADISON AVENUE STREET 2: 15TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: Avenue Capital Management II, LLC DATE OF NAME CHANGE: 20050210 SC 13G 1 f00872540.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13D-1(B), (C) AND (D) AND AMENDMENTS THERETO FILED PURSUANT TO 13D-2(B) (AMENDMENT NO. )* Lear Corporation (NAME OF ISSUER) Common Stock $0.01 par value (TITLE OF CLASS OF SECURITIES) 521865204 (CUSIP NUMBER) December 11, 2009 (DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [ x ] Rule 13d-1(c) [ ] Rule 13d-1(d) *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 the disclosures provided in a prior cover page. The information required in 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). CUSIP NO. 521865204 Page 2 of 15 Pages 13G 1. NAME OF REPORTING PERSONS Avenue Special Situations Fund V, L.P. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ x] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 2,706,977 6. SHARED VOTING POWER None. 7. SOLE DISPOSITIVE POWER 2,706,977 8. SHARED DISPOSITIVE POWER None. 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,706,977 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.9%* 12. TYPE OF REPORTING PERSON PN *See disclosure in Item 4 of this Schedule 13G. CUSIP NO. 521865204 Page 3 of 15 Pages 13G 1. NAME OF REPORTING PERSONS Avenue Capital Partners V, LLC 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ x] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER None. 6. SHARED VOTING POWER 2,706,977 7. SOLE DISPOSITIVE POWER None. 8. SHARED DISPOSITIVE POWER 2,706,977 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,706,977 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.9%* 12. TYPE OF REPORTING PERSON OO *See disclosure in Item 4 of this Schedule 13G. CUSIP NO. 521865204 Page 4 of 15 Pages 13G 1. NAME OF REPORTING PERSONS GL Partners V, LLC 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ x] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER None. 6. SHARED VOTING POWER 2,706,977 7. SOLE DISPOSITIVE POWER None. 8. SHARED DISPOSITIVE POWER 2,706,977 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,706,977 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.9%* 12. TYPE OF REPORTING PERSON OO *See disclosure in Item 4 of this Schedule 13G. CUSIP NO. 521865204 Page 5 of 15 Pages 13G 1. NAME OF REPORTING PERSONS Avenue Capital Management II, L.P. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ x] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER None. 6. SHARED VOTING POWER 3,798,368 7. SOLE DISPOSITIVE POWER None. 8. SHARED DISPOSITIVE POWER 3,798,368 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,798,368 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.2%* 12. TYPE OF REPORTING PERSON IA *See disclosure in Item 4 of this Schedule 13G. CUSIP NO. 521865204 Page 6 of 15 Pages 13G 1. NAME OF REPORTING PERSONS Avenue Capital Management II GenPar, LLC 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ x] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER None. 6. SHARED VOTING POWER 3,798,368 7. SOLE DISPOSITIVE POWER None. 8. SHARED DISPOSITIVE POWER 3,798,368 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,798,368 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.2%* 12. TYPE OF REPORTING PERSON OO *See disclosure in Item 4 of this Schedule 13G. CUSIP NO. 521865204 Page 7 of 15 Pages 13G 1. NAME OF REPORTING PERSONS Marc Lasry 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [x ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER None. 6. SHARED VOTING POWER 3,798,368 7. SOLE DISPOSITIVE POWER None. 8. SHARED DISPOSITIVE POWER 3,798,368 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,798,368 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.2%* 12. TYPE OF REPORTING PERSON IN *See disclosure in Item 4 of this Schedule 13G. ITEM 1. (A) NAME OF ISSUER: Lear Corporation (B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 21557 Telegraph Road Southfield, Michigan 48033 ITEM 2. (A) NAMES OF PERSONS FILING: See Cover Pages, Item 1. (B) ADDRESS OR PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: c/o Avenue Capital Management II, L.P. 535 Madison Avenue, 15th Floor New York, NY 10022 (C) CITIZENSHIP: See Cover Pages, Item 4. (D) TITLE OF CLASS OF SECURITIES: Common Stock, par value $0.01 (including securities which represent a right to acquire Common Stock pursuant to Rule 13d-3(d)(1)) (E) CUSIP NO.: 521865204 ITEM 3. STATEMENT FILED PURSUANT TO RULES 13D-1(B), OR 13D-2(B) OR (C): Not applicable. ITEM 4. OWNERSHIP See Cover Pages, Items 5 through 11. Because the Reporting Persons have reason to believe that the information regarding the number of shares of Common Stock outstanding reported by the Issuer in its most recent report filed with the U.S. Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, is no longer accurate, the approximate percentages of shares of Common Stock reported as beneficially owned by the Reporting Persons (as defined below) are based upon 45,000,000 shares of Common Stock outstanding, as stated by the Issuer in Exhibit 99.1 to its Form 8-K filed on November 12, 2009, and confirmed orally by the Issuer to the Reporting Persons on December 17, 2009. This number is also consistent with the number of shares of Common Stock outstanding as reported by each of Bloomberg and Fidelity Financial on December 17, 2009. The approximate percentages are percentages of outstanding stock and have been calculated by including 1,279,170 shares of Common Stock issuable upon conversion of the shares of the Issuer's Series A Preferred Stock held by the Reporting Persons at the conversion price reported by the Issuer in its Form 8-K filed on November 9, 2009 as such shares are convertible into Common Stock within 60 days of the date hereof and shares of Common Stock issuable upon exercise of the Issuer's Warrants held by the Reporting Persons at the exercise price reported by the Issuer in its Form 8-K filed on November 9, 2009 as such shares are convertible into Common Stock within 60 days of the date hereof. Collectively, the securities reported in this Schedule 13G are held by Avenue Investments, L.P., a Delaware limited partnership, Avenue Special Situations Fund V, L.P., a Delaware limited partnership, Avenue Special Situations Fund IV, L.P., a Delaware limited partnership, Avenue-CDP Global Opportunities Fund, L.P. a Cayman Islands exempted limited partnership, and Avenue International Master, L.P., a Cayman Islands exempted limited partnership (collectively, the "Avenue Entities"). Avenue Special Situations Fund V, L.P. is the only one of the Avenue Entities that holds more than 5% of the Common Stock. Avenue Capital Partners V, LLC is the General Partner of Avenue Special Situations Fund V, L.P. GL Partners V, LLC is the Managing Member of Avenue Capital Partners V, LLC and Marc Lasry is the Managing Member of GL Partners V, LLC. Avenue Capital Management II, L.P. is an investment adviser to each of the Avenue Entities. Avenue Capital Management II GenPar, LLC is the General Partner of Avenue Capital Management II, L.P. and Marc Lasry is the Managing Member of Avenue Capital Management II GenPar, LLC. Avenue Capital Management II, L.P., Avenue Capital Management II GenPar, LLC, Avenue Special Situations Fund V, L.P., Avenue Capital Partners V, LLC, GL Partners V, LLC, and Marc Lasry are collectively referred to as the "Reporting Persons" in this Schedule 13G. Neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Reporting Persons that they have formed a group. ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. Not applicable. ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. Not applicable. ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON. See Exhibit 99.1 attached hereto. ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. Not applicable. ITEM 9. NOTICE OF DISSOLUTION OF GROUP. Not applicable. ITEM 10. CERTIFICATIONS. By signing below, each of the undersigned certifies that, to the best of his or its individual knowledge and belief, the securities referred to above were not acquired, and are not held, for the purpose of or with the effect of changing or influencing the control of the issuer of the securities, and were not acquired, and are not held, by the undersigned in connection with, or as a participant in, any transaction having that purpose or effect. SIGNATURE After reasonable inquiry and to the best of the knowledge and belief of the undersigned, each of the undersigned certifies that the information set forth in this statement with respect to such entity or individual is true, complete and correct. Dated: December 18, 2009 AVENUE SPECIAL SITUATIONS FUND V, L.P. By: Avenue Capital Partners V, LLC, its General Partner By: GL Partners V, LLC, its Managing Member By: /s/Marc Lasry Name: Marc Lasry Title: Managing Member AVENUE CAPITAL PARTNERS V, LLC By: GL Partners V, LLC, its Managing Member By: /s/Marc Lasry Name: Marc Lasry Title: Managing Member GL PARTNERS V, LLC By: /s/Marc Lasry Name: Marc Lasry Title: Managing Member AVENUE CAPITAL MANAGEMENT II, L.P. By: Avenue Capital Management II GenPar, LLC, its General Partner By: /s/Marc Lasry Name: Marc Lasry Title: Managing Member AVENUE CAPITAL MANAGEMENT II GEN PAR, LLC By: /s/Marc Lasry Name: Marc Lasry Title: Managing Member MARC LASRY /s/Marc Lasry INDEX TO EXHIBITS EXHIBIT A Agreement of Reporting Persons EXHIBIT 99.1 Identification and Classification of Subsidiary EXHIBIT A AGREEMENT OF REPORTING PERSONS Each of the undersigned hereby agree to file jointly this Schedule to which this Agreement is attached and any amendments thereto which may be deemed necessary, pursuant to Regulation 13D-G under the Securities Exchange Act of 1934. It is understood and agreed that each of the parties hereto is responsible for the timely filing of this Schedule and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein, but such party is not responsible for the completeness and accuracy of information concerning any other party unless such party knows or has reason to believe such information is inaccurate. It is understood and agreed that a copy of this Agreement shall be attached as an exhibit to this Schedule, and any amendments thereto, filed on behalf of each of the parties hereto. Dated: December 18, 2009 AVENUE SPECIAL SITUATIONS FUND V, L.P. By: Avenue Capital Partners V, LLC, its General Partner By: GL Partners V, LLC, its Managing Member By: /s/Marc Lasry Name: Marc Lasry Title: Managing Member AVENUE CAPITAL PARTNERS V, LLC By: GL Partners V, LLC, its Managing Member By: /s/Marc Lasry Name: Marc Lasry Title: Managing Member GL PARTNERS V, LLC By: /s/Marc Lasry Name: Marc Lasry Title: Managing Member AVENUE CAPITAL MANAGEMENT II, L.P. By: Avenue Capital Management II GenPar, LLC, its General Partner By: /s/Marc Lasry Name: Marc Lasry Title: Managing Member AVENUE CAPITAL MANAGEMENT II GEN PAR, LLC By: /s/Marc Lasry Name: Marc Lasry Title: Managing Member MARC LASRY /s/Marc Lasry Exhibit 99.1 Identification and Classification of Subsidiary Collectively, the securities reported in this Schedule 13G are held by Avenue Investments, L.P., a Delaware limited partnership, Avenue Special Situations Fund V, L.P., a Delaware limited partnership, Avenue Special Situations Fund IV, L.P., a Delaware limited partnership, Avenue-CDP Global Opportunities Fund, L.P. a Cayman Islands exempted limited partnership, and Avenue International Master, L.P., a Cayman Islands exempted limited partnership (collectively, the "Avenue Entities"). Avenue Capital Partners V, LLC is the General Partner of Avenue Special Situations Fund V, L.P. GL Partners V, LLC is the Managing Member of Avenue Capital Partners V, LLC and Marc Lasry is the Managing Member of GL Partners V, LLC. Avenue Capital Management II, L.P. is an investment adviser to each of the Avenue Entities. Avenue Capital Management II GenPar, LLC is the General Partner of Avenue Capital Management II, L.P. and Marc Lasry is the Managing Member of Avenue Capital Management II GenPar, LLC. -----END PRIVACY-ENHANCED MESSAGE-----