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.