UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10)*
Blockbuster Inc.
(Name of Issuer)
Class A Common Stock
Class B Common Stock
(Title of Class of Securities)
Class A: 093679108
Class B: 093679207
(CUSIP Number)
Marc Weitzen, Esq.
General Counsel
Icahn Enterprises L.P. & affiliated companies
767 Fifth Avenue, 47th Floor
New York, New York 10153
(212) 702-4388
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 28, 2010
(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 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
Class A CUSIP No. 093679108; Class B CUSIP No. 093679207
1 NAME OF REPORTING PERSON
Carl C. Icahn
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
Class A 71,749
8 SHARED VOTING POWER
Class A 20,533,441 (see Item 3 and 5); Class B 5,566,131
9 SOLE DISPOSITIVE POWER
Class A 71,749
10 SHARED DISPOSITIVE POWER
Class A 20,533,441 (see Item 3 and 5); Class B 5,566,131
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Class A 20,605,190 (see Item 3 and 5); Class B 5,566,131
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Class A 16.87% (see Item 3 and 5); Class B 7.73%
14 TYPE OF REPORTING PERSON*
I
SCHEDULE 13D
Item 1. Security and Issuer
This Statement constitutes Amendment No. 10 to the Schedule 13D previously
filed on December 14, 2004 and amended on February 17, 2005, April 7, 2005,
April 8, 2005, April 19, 2005, April 28, 2005, November 10, 2005, November 16,
2005, November 19, 2007 and May 9, 2008. All capitalized terms used herein and
not otherwise defined herein shall have the respective meanings ascribed to such
terms in the previously filed statement on Schedule 13D.
Item 4. Purpose of Transaction
Item 4 is hereby amended to add the following:
On January 29, 2010, Mr. Carl Icahn sent a letter (the "January 29 Letter")
to Mr. James Keyes, Chairman and Chief Executive Officer of the Issuer, in which
Mr. Icahn confirmed his resignation from the Board of Directors of the Issuer
effective as of the close of business on January 28, 2010.
A copy of the January 29 Letter is filed as Exhibit 1 hereto and is
incorporated herein by reference. The description herein of the January 29
Letter is qualified in its entirety by reference to the January 29 Letter filed
herewith.
Item 5. Interest in Securities of the Issuer
Item 5 is hereby amended to add the following:
(a) As the close of business on January 29, 2010, Registrants may be deemed
to beneficially own, in the aggregate, 20,605,190 Class A Shares (composed of
13,226,549 Class A Shares which the Registrants own and approximately additional
7,378,641 Class A Shares which the Registrants would hold if the approximately
$38,000,000 of the face amount of the Preferred Shares held by the Registrants
were fully converted into Class A Shares) and 5,566,131 Class B Shares,
representing approximately 16.87% of the Issuer's outstanding Class A Shares and
approximately 7.73% of the Issuer's outstanding Class B Shares (based upon
122,113,087 Class A Shares and 72,000,000 Class B Shares stated to be
outstanding as of November 6, 2009 by the Issuer in the Issuer's Form 10-Q filed
with the Securities and Exchange Commission on November 13, 2009).
(b) Mr. Icahn has sole voting power and sole dispositive power with regard
to 71,749 Class A Shares. Each of Registrants (other than Mr. Icahn) disclaims
beneficial ownership of such Shares for all purposes.
(c) There were no transactions effected in Shares within the past sixty
days.
Item 7. Material to be Filed as Exhibits
Item 7 is hereby amended by the addition of the following:
Exhibit 1 The January 29 Letter
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: January 29, 2010
HIGH RIVER LIMITED PARTNERSHIP
By: Hopper Investments LLC, general partner
By: Barberry Corp., sole member
By: /s/ Edward E. Mattner
------------------------
Name: Edward E. Mattner
Title: Authorized Signatory
HOPPER INVESTMENTS LLC
By: Barberry Corp., sole member
By: /s/ Edward E. Mattner
------------------------
Name: Edward E. Mattner
Title: Authorized Signatory
BARBERRY CORP.
By: /s/ Edward E. Mattner
------------------------
Name: Edward E. Mattner
Title: Authorized Signatory
ICAHN PARTNERS MASTER FUND LP
By: /s/ Edward E. Mattner
------------------------
Name: Edward E. Mattner
Title: Authorized Signatory
ICAHN PARTNERS MASTER FUND II LP
By: /s/ Edward E. Mattner
------------------------
Name: Edward E. Mattner
Title: Authorized Signatory
ICAHN PARTNERS MASTER FUND III LP
By: /s/ Edward E. Mattner
------------------------
Name: Edward E. Mattner
Title: Authorized Signatory
ICAHN OFFSHORE LP
By: /s/ Edward E. Mattner
------------------------
Name: Edward E. Mattner
Title: Authorized Signatory
ICAHN PARTNERS LP
By: /s/ Edward E. Mattner
------------------------
Name: Edward E. Mattner
Title: Authorized Signatory
ICAHN ONSHORE LP
By: /s/ Edward E. Mattner
------------------------
Name: Edward E. Mattner
Title: Authorized Signatory
ICAHN CAPITAL LP
By: IPH GP LLC, general partner
By: Icahn Enterprises Holdings L.P., general partner
By: Icahn Enterprises G.P. Inc., general partner
By: /s/Dominick Ragone
-------------------
Name: Dominick Ragone
Title: Chief Financial Officer
IPH GP LLC
By: Icahn Enterprises Holdings L.P., general partner
By: Icahn Enterprises G.P. Inc., general partner
By: /s/Dominick Ragone
-------------------
Name: Dominick Ragone
Title: Chief Financial Officer
ICAHN ENTERPRISES HOLDINGS L.P.
By: Icahn Enterprises G.P. Inc., general partner
By: /s/Dominick Ragone
-------------------
Name: Dominick Ragone
Title: Chief Financial Officer
ICAHN ENTERPRISES G.P. INC.
By: /s/Dominick Ragone
-------------------
Name: Dominick Ragone
Title: Chief Financial Officer
BECKTON CORP.
By: /s/EdwardE.Mattner
------------------
Name: Edward E. Mattner
Title: Authorized Signatory
/s/ Carl C. Icahn
--------------------
CARL C. ICAHN
EXHIBIT 1
---------
January 29, 2010
Mr. James W. Keyes
Chairman and Chief Executive Officer
Blockbuster Inc.
1201 Elm Street
Dallas, TX 75270
Dear Jim:
This will confirm my resignation as a director of Blockbuster, effective at the
close of business on January 28, 2010. I am resigning in order to conform to the
ISS guidelines regarding the number of other directorships a candidate for
election to a board of a public company should hold. As you may be aware, I also
recently resigned from the boards of Yahoo! and Motricity.
Over the last years, I have greatly enjoyed working with you, the Board and
management. I am certain I will miss these relationships. I wish you all the
best of luck in the future.
Best regards,
/s/ Carl C. Icahn
-----------------
Carl C. Icahn