SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934 (Amendment No. 1)
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [x]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material Pursuant to ss. 240.14a-12
Blockbuster Inc.
(Name of Registrant as Specified In Its Charter)
Icahn Partners LP
Icahn Partners Master Fund LP
High River Limited Partnership
Icahn & Co., Inc.
Carl C. Icahn
Keith A. Meister
Vincent J. Intrieri
Nick Graziano
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rule 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined):
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5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
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4) Date Filed:
Mr. Icahn is sending a letter attached hereto as Exhibit A to stockholders of
Blockbuster Inc. in lieu of the letter filed on this Schedule 14A earlier today.
SECURITY HOLDERS ARE ADVISED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER
DOCUMENTS RELATED TO SOLICITATION OF PROXIES BY MR. ICAHN AND HIS AFFILIATES
FROM THE STOCKHOLDERS OF BLOCKBUSTER INC. FOR USE AT ITS ANNUAL MEETING. THE
DEFINITIVE PROXY STATEMENT IS AVAILABLE AT NO CHARGE AT THE SECURITIES AND
EXCHANGE COMMISSION'S WEBSITE AT HTTP://WWW.SEC.GOV.
EXHIBIT A
CARL C. ICAHN
767 FIFTH AVENUE - 47TH FLOOR
NEW YORK, NY 10153
May 3, 2005
Dear Fellow Stockholder:
I am extremely pleased that Institutional Shareholder Services (ISS) yesterday
issued a proxy analysis of the proxy contest of Blockbuster Inc. and recommended
that its member institutions NOT VOTE MANAGEMENT'S WHITE PROXY CARD and VOTE the
Icahn GOLD PROXY CARD for Strauss Zelnick and Edward Bleier.
I hope that all stockholders follow ISS' recommendation to VOTE THE GOLD PROXY
CARD for Mr. Zelnick and Mr. Bleier, whom they recognized as superior
candidates. I am disappointed that ISS recommended that stockholders withhold
voting for my individual candidacy. I disagree with the ISS suggestion that I
may be a disruptive force on the Board. In fact, if the Icahn slate is elected,
I look forward to working together with Mr. Antioco to enhance stockholder
value. In addition to the vast media industry expertise that Mr. Zelnick and Mr.
Bleier would bring to the Board, I would bring financial acumen that I believe
is unmatched by any of management's nominees.
I am heartened that Blockbuster's press release on Friday, April 29, 2005,
indicates to us that we were correct that the Board may be able, subject to its
fiduciary duties, to cure any default in Mr. Antioco's employment agreement that
would be created if Mr. Antioco does not get reelected as a director, especially
in light of the fact that I would support him being reinstated as the Chairman
of the Board.
As the largest beneficial holder of Blockbuster stock, I intend to cooperate
with management, and certainly hope that management's plans are successful.
However, I remain concerned that management's initiatives will continue to be
inadequate. If earnings and cash flow continue to decline, management should be
held accountable.
In this regard, obviously, I have not at this time determined whether to
nominate directors in 2006. The Company's Certificate of Incorporation requires
that classes of a staggered board of directors be as nearly equal as possible
and provides that the maximum size of the Board is 12 directors. Therefore,
should the Company determine to add directors (up to the maximum possible of
five additional directors), then, if I do determine to nominate a number of
nominees in 2006 equal to the number of seats coming up for election, the only
way to ensure that such nominees, together with my nominees elected in 2005,
would constitute a majority of the Board, is to ELECT ALL THREE of my nominees
in 2005.
Please follow ISS' recommendation and do NOT vote the white proxy card. Please
vote the GOLD PROXY CARD for my two nominees and myself.
SECURITY HOLDERS ARE ADVISED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER
DOCUMENTS RELATED TO SOLICITATION OF PROXIES BY MR. ICAHN AND HIS AFFILIATES
FROM THE STOCKHOLDERS OF BLOCKBUSTER INC. FOR USE AT ITS ANNUAL MEETING. THE
DEFINITIVE PROXY STATEMENT IS AVAILABLE AT NO CHARGE AT THE SECURITIES AND
EXCHANGE COMMISSION'S WEBSITE AT HTTP://WWW.SEC.GOV.
Very truly yours,
Carl Icahn
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IMPORTANT
Please sign, date and return the enclosed GOLD proxy card today in the
postage-paid envelope provided. Do not sign any proxy card that you may receive
or have received from Blockbuster. You may also revoke any proxy you previously
signed and submitted by signing, dating and returning the enclosed GOLD proxy
card.
If you have any questions, or need assistance in voting your shares, please
contact the firm assisting us in the solicitation of proxies:
D.F. KING & CO., INC.
48 Wall Street
New York, NY 10005
Call Toll-Free: 1-800-431-9645
Banks and Brokerage Firms Call Toll-Free: 1-212-269-5550
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