8-K
Table of Contents

 
 
UNITED STATES
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
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)
N/A
(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))
 
 

 


TABLE OF CONTENTS

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
Item 9.01. Financial Statements and Exhibits
SIGNATURES
EXHIBIT INDEX
EXHIBIT 99.1
EXHIBIT 99.2


Table of Contents

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

 


Table of Contents

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 
 

 


Table of Contents

         
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