UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 12)*
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)
April 1, 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
High River Limited Partnership
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
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
Class A 1,074,563 (see Item 5); Class B 472,077
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
Class A 1,074,563 (see Item 5); Class B 472,077
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Class A 1,074,563 (see Item 5); Class B 472,077
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 0.74 % (see Item 5); Class B 0.66%
14 TYPE OF REPORTING PERSON*
PN
SCHEDULE 13D
Class A CUSIP No. 093679108; Class B CUSIP No. 093679207
1 NAME OF REPORTING PERSON
Hopper Investments LLC
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
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
Class A 1,074,563 (see Item 5); Class B 472,077
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
Class A 1,074,563 (see Item 5); Class B 472,077
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Class A 1,074,563 (see Item 5); Class B 472,077
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 0.74 % (see Item 5); Class B 0.66%
14 TYPE OF REPORTING PERSON*
OO
SCHEDULE 13D
Class A CUSIP No. 093679108; Class B CUSIP No. 093679207
1 NAME OF REPORTING PERSON
Barberry Corp.
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
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
Class B 340,906
8 SHARED VOTING POWER
Class A 1,074,563 (see Item 5); Class B 472,077
9 SOLE DISPOSITIVE POWER
Class A 0; Class B 340,906
10 SHARED DISPOSITIVE POWER
Class A 1,074,563 (see Item 5); Class B 472,077
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Class A 1,074,563 (see Item 5); Class B 812,983
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 0.74% (see Item 5); Class B 1.13%
14 TYPE OF REPORTING PERSON*
CO
SCHEDULE 13D
Class A CUSIP No. 093679108; Class B CUSIP No. 093679207
1 NAME OF REPORTING PERSON
Icahn Partners Master Fund L.P.
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
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
Class A 2,294,175(see Item 5); Class B 1,723,898
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
Class A 2,294,175(see Item 5); Class B 1,723,898
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Class A 2,294,175(see Item 5); Class B 1,723,898
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 1.59% (see Item 5); Class B 2.39%
14 TYPE OF REPORTING PERSON*
PN
SCHEDULE 13D
Class A CUSIP No. 093679108; Class B CUSIP No. 093679207
1 NAME OF REPORTING PERSON
Icahn Partners Master Fund II L.P.
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
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON*
PN
SCHEDULE 13D
Class A CUSIP No. 093679108; Class B CUSIP No. 093679207
1 NAME OF REPORTING PERSON
Icahn Partners Master Fund III L.P.
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
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
14 TYPE OF REPORTING PERSON*
PN
SCHEDULE 13D
Class A CUSIP No. 093679108; Class B CUSIP No. 093679207
1 NAME OF REPORTING PERSON
Icahn Offshore L.P.
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
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
Class A 2,294,175(see Item 5); Class B 1,723,898
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
Class A 2,294,175(see Item 5); Class B 1,723,898
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Class A 2,294,175(see Item 5); Class B 1,723,898
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 1.59% (see Item 5); Class B 2.39%
14 TYPE OF REPORTING PERSON*
PN
SCHEDULE 13D
Class A CUSIP No. 093679108; Class B CUSIP No. 093679207
1 NAME OF REPORTING PERSON
Icahn Partners L.P.
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
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
Class A 2,004,078(see Item 5); Class B 1,528,035
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
Class A 2,004,078(see Item 5); Class B 1,528,035
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Class A 2,004,078(see Item 5); Class B 1,528,035
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 1.39% (see Item 5); Class B 2.12%
14 TYPE OF REPORTING PERSON*
PN
SCHEDULE 13D
Class A CUSIP No. 093679108; Class B CUSIP No. 093679207
1 NAME OF REPORTING PERSON
Icahn Onshore L.P.
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
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
Class A 2,004,078(see Item 5); Class B 1,528,035
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
Class A 2,004,078(see Item 5); Class B 1,528,035
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Class A 2,004,078(see Item 5); Class B 1,528,035
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 1.39% (see Item 5); Class B 2.12%
14 TYPE OF REPORTING PERSON*
PN
SCHEDULE 13D
Class A CUSIP No. 093679108; Class B CUSIP No. 093679207
1 NAME OF REPORTING PERSON
Icahn Capital LP
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
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
Class A 4,298,253(see Item 5); Class B 3,251,933
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
Class A 4,298,253(see Item 5); Class B 3,251,933
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Class A 4,298,253(see Item 5); Class B 3,251,933
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 2.98% (see Item 5); Class B 4.52%
14 TYPE OF REPORTING PERSON*
PN
SCHEDULE 13D
Class A CUSIP No. 093679108; Class B CUSIP No. 093679207
1 NAME OF REPORTING PERSON
IPH GP LLC
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
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
Class A 4,298,253(see Item 5); Class B 3,251,933
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
Class A 4,298,253(see Item 5); Class B 3,251,933
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Class A 4,298,253(see Item 5); Class B 3,251,933
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 2.98% (see Item 5); Class B 4.52%
14 TYPE OF REPORTING PERSON*
OO
SCHEDULE 13D
Class A CUSIP No. 093679108; Class B CUSIP No. 093679207
1 NAME OF REPORTING PERSON
Icahn Enterprises Holdings LP
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
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
Class A 4,298,253(see Item 5); Class B 3,251,933
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
Class A 4,298,253(see Item 5); Class B 3,251,933
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Class A 4,298,253(see Item 5); Class B 3,251,933
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 2.98% (see Item 5); Class B 4.52%
14 TYPE OF REPORTING PERSON*
PN
SCHEDULE 13D
Class A CUSIP No. 093679108; Class B CUSIP No. 093679207
1 NAME OF REPORTING PERSON
Icahn Enterprises G.P. Inc.
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
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
Class A 4,298,253(see Item 5); Class B 3,251,933
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
Class A 4,298,253(see Item 5); Class B 3,251,933
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Class A 4,298,253(see Item 5); Class B 3,251,933
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 2.98% (see Item 5); Class B 4.52%
14 TYPE OF REPORTING PERSON*
CO
SCHEDULE 13D
Class A CUSIP No. 093679108; Class B CUSIP No. 093679207
1 NAME OF REPORTING PERSON
Beckton Corp.
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
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
Class A 4,298,253(see Item 5); Class B 3,251,933
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
Class A 4,298,253(see Item 5); Class B 3,251,933
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Class A 4,298,253(see Item 5); Class B 3,251,933
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 2.98% (see Item 5); Class B 4.52%
14 TYPE OF REPORTING PERSON*
CO
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 5,372,816 (see Item 5); Class B 4,064,916
9 SOLE DISPOSITIVE POWER
Class A 71,749
10 SHARED DISPOSITIVE POWER
Class A 5,372,816 (see Item 5); Class B 4,064,916
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Class A 5,444,565(see Item 5); Class B 4,064,916
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 3.77% (see Item 5); Class B 5.65%
14 TYPE OF REPORTING PERSON*
IN
SCHEDULE 13D
Item 1. Security and Issuer
This Statement constitutes Amendment No. 11 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, May 9, 2008, January 29, 2010 and March 31, 2010. All
capitalized terms not otherwise defined shall have the meaning ascribed to such
terms in the previously filed statement on Schedule 13D.
Item 5. Interest in Securities of the Issuer
Item 5 is hereby amended to add the following:
(a) As of April 1, 2010, Registrants may be deemed to beneficially own, in
the aggregate, 5,444,565 Class A Shares (composed of 71,749 Class A Shares which
the Registrants own and approximately 5,372,816 additional Class A Shares which
the Registrants would hold if the approximately $ 27,670,000.00 of the face
amount of the Preferred Shares held by the Registrants were fully converted into
Class A Shares) and 4,064,916 Class B Shares, representing approximately 3.77%
of the Issuer's outstanding Class A Shares and approximately 5.65% of the
Issuer's outstanding Class B Shares (based upon 137,656,687 Class A Shares and
72,000,000 Class B Shares stated to be outstanding as of March 5, 2010 by the
Issuer in the Issuer's Form 10K, filed with the Securities and Exchange
Commission on March 16, 2010).
(b) High River has sole voting power and sole dispositive power with regard
to 1,074,563 Class A Shares and 472,077 Class B Shares. Each of Hopper, Barberry
and Carl C. Icahn has shared voting power and shared dispositive power with
regard to such Shares. Barberry has sole voting power and sole dispositive power
with regard to 340,906 Class B Shares. Carl C. Icahn has shared voting power and
shared dispositive power with regard to such Shares. Icahn Master has sole
voting power and sole dispositive power with regard to 2,294,175 Class A Shares
and 1,723,898 Class B Shares. Each of Icahn Offshore, Icahn Capital, IPH, Icahn
Enterprises, Icahn Enterprises GP, Beckton and Carl C. Icahn has shared voting
power and shared dispositive power with regard to such Shares. Icahn Partners
has sole voting power and sole dispositive power with regard to 2,004,078 Class
A Shares and 1,528,035 Class B Shares. Each of Icahn Onshore, Icahn Capital,
IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Carl C. Icahn has
shared voting power and shared dispositive power with regard to such Shares.
References to the number of Class A Shares in this paragraph assume the
conversion into Class A Shares of the Preferred Shares held by all of the
applicable Registrants.
Each of Hopper, Barberry and Mr. Icahn, by virtue of their relationships to High
River (as disclosed in Item 2), may be deemed to indirectly beneficially own (as
that term is defined in Rule 13d-3 under the Act) the Shares which High River
directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims
beneficial ownership of such Shares for all other purposes. Mr. Icahn, by virtue
of his relationship to Barberry (as disclosed in Item 2), may be deemed to
indirectly beneficially own (as that term is defined in Rule 13d-3 under the
Act) the Shares which Barberry directly beneficially owns. Mr. Icahn disclaims
beneficial ownership of such Shares for all other purposes. Each of Icahn
Offshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton
and Mr. Icahn, by virtue of their relationships to Icahn Master (as disclosed in
Item 2), may be deemed to indirectly beneficially own (as that term is defined
in Rule 13d-3 under the Act) the Shares which Icahn Master directly beneficially
own. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises, Icahn
Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such
Shares for all other purposes. Each of Icahn Onshore, Icahn Capital, IPH, Icahn
Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their
relationships to Icahn Partners (as disclosed in Item 2), may be deemed to
indirectly beneficially own (as that term is defined in Rule 13d-3 under the
Act) the Shares which Icahn Partners directly beneficially owns. Each of Icahn
Onshore, Icahn Capital, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton
and Mr. Icahn disclaims beneficial ownership of such Shares for all other
purposes.
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) The following tables set forth all transactions with respect to Class A
Shares and Class B Shares, respectively, effected during the past sixty (60)
days by any of the Registrants and not previously reported, inclusive of the
transactions effected through the close of business on April 1, 2010. All such
transactions were effected in the open market, and the tables include
commissions in per share prices.
CLASS B
-------
Name of Date of No. of Shares Sale Price
Reporting Transaction Purchased/ per Share
Person (Sold) (U.S. $)
----------- ----------- ------------- --------------
High River 3/31/2010 (57,720) 0.19
High River 4/1/2010 (941) 0.19
Icahn Partners 3/31/2010 (108,629) 0.19
Icahn Partners 4/1/2010 (3,766) 0.19
Icahn Master 3/31/2010 (122,251) 0.19
On March 31, 2010, the Registrants sold 3,795 shares of preferred stock (which
were convertible into 736,894 shares of Class A Shares) for an aggregate sale
price of $186,714 or $49.20 per share.
On April 1, 2010, the Registrants sold 6,250 shares of preferred stock (which
were convertible into 1,213,592 shares of Class A Shares) for an aggregate sale
price of $307,000 or $49.12 per share
On April 1, 2010, the Registrants sold 285 shares of preferred stock (which were
convertible into 55,340 shares of Class A Shares) for an aggregate sale price of
$14,025 or $49.21 per share.
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 1, 2010
HIGH RIVER LIMITED PARTNERSHIP
By: Hopper Investments LLC, general partner
By: /s/ Edward E. Mattner
------------------------
Name: Edward E. Mattner
Title: Authorized Signatory
HOPPER INVESTMENTS LLC
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/ Keith A. Meister
--------------------
Name: Keith A. Meister
Title: Principal Executive Officer
IPH GP LLC
By: Icahn Enterprises Holdings L.P., general partner
By: Icahn Enterprises G.P. Inc., general partner
By: /s/ Keith A. Meister
--------------------
Name: Keith A. Meister
Title: Principal Executive Officer
ICAHN ENTERPRISES HOLDINGS L.P.
By: Icahn Enterprises G.P. Inc., general partner
By: /s/ Keith A. Meister
--------------------
Name: Keith A. Meister
Title: Principal Executive Officer
ICAHN ENTERPRISES G.P. INC.
By: /s/ Keith A. Meister
--------------------
Name: Keith A. Meister
Title: Principal Executive Officer
BECKTON CORP.
By: /s/ Edward E. Mattner
---------------------
Name: Edward E. Mattner
Title: Authorized Signatory
/s/ Carl C. Icahn
-----------------
Carl C. Icahn