0000928475-11-000093.txt : 20110426 0000928475-11-000093.hdr.sgml : 20110426 20110426142729 ACCESSION NUMBER: 0000928475-11-000093 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110426 DATE AS OF CHANGE: 20110426 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: 11779718 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 lwsnsch13damd5042611.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5)* 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) April 26, 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 Item 1. Security and Issuer This statement constitutes Amendment No. 5 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 4 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 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. Mr. Debes indicated that the agreement announced today with an affiliate of Golden Gate Capital and Infor was the highest price obtained from a full and fair process. Based on the foregoing and consistent with its prior disclosures, the Reporting Persons continue to support this process. The Reporting Persons initially began purchasing Shares of the Issuer on April 1, 2010, at a price of $6.63 per Share. Today's transaction price of $11.25 per Share, in cash, represents a premium of nearly 70% on this initial purchase price, in slightly more than one year. This underscores the benefits of strategic consolidations that shareholders can obtain when management is willing to be open to strategic alternatives. 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. 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: April 26, 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/ Dominick Ragone ------------------- Name: Dominick Ragone Title: Chief Financial Officer /s/ Carl C. Icahn -------------------- CARL C. ICAHN