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