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Published on 11/3/2008 in the Prospect News Special Situations Daily.

Icahn weighs in on resignation of Lear director

By Lisa Kerner

Charlotte, N.C., Nov. 3 - Lear Corp. investor Carl C. Icahn expressed confidence in the company's chief administrative officer Daniel A. Ninivaggi and board chairman Robert E. Rossiter following the resignation of board member Vincent J. Intrieri on Monday.

Intrieri said his resignation was not due to any disagreement with Lear or its operations, according to a schedule 13D/A filed with the Securities and Exchange Commission.

However, Intrieri said he does regret that shareholders failed to approve the merger transaction last year.

Lear shareholders did not approve the merger proposal with American Real Estate Partners LP at the company's July 16, 2007 annual meeting.

As previously reported, Lear's board approved an amended merger agreement with the Icahn affiliate that increased the offer price for Lear to $37.25 per share from $36.00 per share in a deal to take the company private. The agreement included a termination fee of $12.5 million in cash as well as 335,570 shares of Lear common stock.

Also in the filing, Icahn's affiliates reported the sale of 8.5 million Lear shares on Monday for $1.90 each, reducing Icahn's stake to 4.9%.

Lear is an automotive interior systems and components supplier located in Southfield, Mich.


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