UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
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)
November 16, 2007
(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 3,208,688 (see Item 3 and 5); Class B 772,320
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
Class A 3,208,688 (see Item 3 and 5); Class B 772,320
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Class A 3,208,688 (see Item 3 and 5); Class B 772,320
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 2.50% (see Item 3 and 5); Class B 1.07%
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 3,208,688 (see Item 3 and 5); Class B 772,320
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
Class A 3,208,688 (see Item 3 and 5); Class B 772,320
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Class A 3,208,688 (see Item 3 and 5); Class B 772,320
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 2.50% (see Item 3 and 5); Class B 1.07%
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 A 898,000 (see Item 3 and 5); Class B 340,906
8 SHARED VOTING POWER
Class A 3,208,688 (see Item 3 and 5); Class B 772,320
9 SOLE DISPOSITIVE POWER
Class A 898,000 (see Item 3 and 5); Class B 340,906
10 SHARED DISPOSITIVE POWER
Class A 3,208,688 (see Item 3 and 5); Class B 772,320
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Class A 4,106,688 (see Item 3 and 5); Class B 1,113,226
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 3.2% (see Item 3 and 5); Class B 1.55%
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) / /
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
Class A 7,381,540 (see Item 3 and 5); Class B 1,932,985
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
Class A 7,381,540 (see Item 3 and 5); Class B 1,932,985
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Class A 7,381,540 (see Item 3 and 5); Class B 1,932,985
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 5.74% (see Item 3 and 5); Class B 2.68%
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
Class A 969,607 (see Item 3 and 5)
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
Class A 969,607 (see Item 3 and 5)
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Class A 969,607 (see Item 3 and 5)
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 0.75% (see Item 3 and 5)
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
Class A 366,953 (see Item 3 and 5)
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
Class A 366,953 (see Item 3 and 5)
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Class A 366,953 (see Item 3 and 5)
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 0.29% (see Item 3 and 5)
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 8,718,100 (see Item 3 and 5); Class B 1,932,985
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
Class A 8,718,100 (see Item 3 and 5); Class B 1,932,985
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Class A 8,718,100 (see Item 3 and 5); Class B 1,932,985
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 6.78% (see Item 3 and 5); Class B 2.68%
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 7,708,653 (see Item 3 and 5); Class B 2,519,920
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
Class A 7,708,653 (see Item 3 and 5); Class B 2,519,920
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Class A 7,708,653 (see Item 3 and 5); Class B 2,519,920
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 5.99% (see Item 3 and 5); Class B 3.50%
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 7,708,653 (see Item 3 and 5); Class B 2,519,920
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
Class A 7,708,653 (see Item 3 and 5); Class B 2,519,920
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Class A 7,708,653 (see Item 3 and 5); Class B 2,519,920
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 5.99% (see Item 3 and 5); Class B 3.50%
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 Holding 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 16,426,753 (see Item 3 and 5); Class B 4,452,905
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
Class A 16,426,753 (see Item 3 and 5); Class B 4,452,905
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Class A 16,426,753 (see Item 3 and 5); Class B 4,452,905
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 12.77% (see Item 3 and 5); Class B 6.18%
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 16,426,753 (see Item 3 and 5); Class B 4,452,905
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
Class A 16,426,753 (see Item 3 and 5); Class B 4,452,905
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Class A 16,426,753 (see Item 3 and 5); Class B 4,452,905
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 12.77% (see Item 3 and 5); Class B 6.18%
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 16,426,753 (see Item 3 and 5); Class B 4,452,905
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
Class A 16,426,753 (see Item 3 and 5); Class B 4,452,905
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Class A 16,426,753 (see Item 3 and 5); Class B 4,452,905
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 12.77% (see Item 3 and 5); Class B 6.18%
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 16,426,753 (see Item 3 and 5); Class B 4,452,905
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
Class A 16,426,753 (see Item 3 and 5); Class B 4,452,905
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Class A 16,426,753 (see Item 3 and 5); Class B 4,452,905
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 12.77% (see Item 3 and 5); Class B 6.18%
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 16,426,753 (see Item 3 and 5); Class B 4,452,905
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
Class A 16,426,753 (see Item 3 and 5); Class B 4,452,905
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Class A 16,426,753 (see Item 3 and 5); Class B 4,452,905
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 12.77% (see Item 3 and 5); Class B 6.18%
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 26,676
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 26,676
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 20,560,117 (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 15.99% (see Item 3 and 5); Class B 7.73%
14 TYPE OF REPORTING PERSON*
IN
SCHEDULE 13D
Item 1. Security and Issuer
This Statement constitutes Amendment No. 8 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 and November
16, 2005. All capitalized terms not otherwise defined shall have the meaning
ascribed to such terms in the previously filed statement on Schedule 13D.
Item 2. Identity and Background
Item 2 of the Schedule 13D is hereby amended and restated in its entirety
as follows:
The Registrants (as hereafter defined) are High River Limited Partnership,
a Delaware limited partnership ("High River"), Hopper Investments LLC, a
Delaware limited liability company ("Hopper"), Barberry Corp., a Delaware
corporation ("Barberry"), Icahn Partners Master Fund LP, a Cayman Islands
exempted limited partnership ("Icahn Master"), Icahn Partners Master Fund II LP,
a Cayman Islands exempted limited partnership ("Icahn Master II"), Icahn
Partners Master Fund III LP, a Cayman Islands exempted limited partnership
("Icahn Master III") Icahn Offshore LP, a Delaware limited partnership ("Icahn
Offshore"), Icahn Partners Holding L.P., a Delaware limited partnership ("Icahn
Partners Holding"), IPH GP LLC, a Delaware limited liability company ("IPH"),
Icahn Enterprises Holdings LP, a Delaware limited partnership ("Icahn
Enterprises"), Icahn Enterprises G.P. Inc., a Delaware corporation ("Icahn
Enterprises GP"), Beckton Corp., a Delaware corporation ("Beckton"), Icahn
Partners LP, a Delaware limited partnership ("Icahn Partners"), Icahn Onshore
LP, a Delaware limited partnership ("Icahn Onshore"), and Carl C. Icahn, a
citizen of the United States of America (collectively, the "Registrants").
The principal business address of each of High River, Hopper, Barberry,
Icahn Offshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn
Enterprises GP, Beckton, Icahn Partners and Icahn Onshore, is White Plains
Plaza, 445 Hamilton Avenue - Suite 1210, White Plains, NY 10601. The principal
business address of Icahn Master, Icahn Master II and Icahn Master III is c/o
Walkers SPV Limited, P.O. Box 908GT, 87 Mary Street, George Town, Grand Cayman,
Cayman Islands. The principal business address of Carl C. Icahn is c/o Icahn
Associates Corp., 767 Fifth Avenue, 47th Floor, New York, New York 10153.
Barberry is the sole member of Hopper, which is the general partner of High
River. Beckton is the sole stockholder of Icahn Enterprises GP, which is the
general partner of Icahn Enterprises. Icahn Enterprises is the sole member of
IPH, which is the general partner of Icahn Partners Holding. Icahn Partners
Holding is the general partner of each of Icahn Onshore and Icahn Offshore.
Icahn Onshore is the general partner of Icahn Partners. Icahn Offshore is the
general partner of each of Icahn Master, Icahn Master II and Icahn Master III.
Each of Barberry and Beckton is 100 percent owned by Carl C. Icahn. As such, Mr.
Icahn is in a position indirectly to determine the investment and voting
decisions made by each of the Registrants.
Each of High River and Barberry is primarily engaged in the business of
investing in securities. Hopper is primarily engaged in the business of acting
as the general partner of High River. Each of Icahn Master, Icahn Master II,
Icahn Master III and Icahn Partners is primarily engaged in the business of
investing in securities. Icahn Offshore is primarily engaged in the business of
serving as the general partner of Icahn Master, Icahn Master II and Icahn Master
III. Icahn Onshore is primarily engaged in the business of serving as the
general partner of Icahn Partners. Icahn Partners Holding is primarily engaged
in the business of serving as the general partner of Icahn Offshore and Icahn
Onshore. IPH is primarily engaged in the business of serving as the general
partner of Icahn Partners Holding. Icahn Enterprises is primarily engaged in the
business of holding interests in various operating companies and Icahn Master,
Icahn Master II, Icahn Master III and Icahn Partners. Icahn Enterprises GP is
primarily engaged in the business of serving as the general partner of each of
Icahn Enterprises and Icahn Enterprises L.P. ("IELP"), a publicly traded master
limited partnership controlled by Mr. Icahn, which is the sole limited partner
of Icahn Enterprises. Beckton is primarily engaged in the business of holding
the stock of Icahn Enterprises GP. Carl C. Icahn's present principal occupation
or employment is (i) owning all of the interest in Beckton, through which Mr.
Icahn indirectly directs and manages the investments of Icahn Master, Icahn
Master II, Icahn Master III, Icahn Partners, Icahn Enterprises and IELP and (ii)
acting as President and a director of Starfire Holding Corporation ("Starfire"),
and as the Chairman of the Board and a director of various of Starfire's
subsidiaries. Starfire is primarily engaged in the business of investing in and
holding securities of various entities.
The name, citizenship, present principal occupation or employment and
business address of each director and executive officer of the Registrants are
set forth in Schedule A attached hereto.
None of the Registrants nor any manager or executive officer of the
Registrants, has, during the past five years, (a) been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors), or (b) been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting, or
mandating activities subject to, Federal or State securities laws or a finding
of any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 is hereby amended to add the following:
On November 16, 2007, High River, Icahn Master II and Icahn Master III
purchased in the open market transaction for a price of $3.72 per Share,
334,140, 969,607 and 366,953 Class A Shares, respectively, for an aggregate
consideration of $6,215,004 (including brokerage commissions paid for the
purchase of such Shares) for the total of 1,670,700 Class A Shares. The source
of funding for the purchase of these Shares was the general working capital of
the respective purchasers. The Shares are held by the Registrants in margin
accounts. Such margin accounts may from time to time have debit balances. Since
other securities are held in such margin accounts, it is not possible to
determine the amounts, if any, of margin used with respect to the purchase of
the Shares.
Item 5. Interest in Securities of the Issuer
Item 5 is hereby amended to add the following:
(a) As the close of business on November 16, 2007, Registrants may be
deemed to beneficially own, in the aggregate, 20,560,117 Class A Shares
(composed of 13,181,476 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 15.99% of
the Issuer's outstanding Class A Shares and approximately 7.73% of the
Issuer's outstanding Class B Shares (based upon 121,213,349 Class A Shares
and 72,000,000 Class B Shares stated to be outstanding as of November 6,
2007 by the Issuer in the Issuer's Schedule 10Q, filed with the Securities
and Exchange Commission on November 9, 2007).
(b) High River has sole voting power and sole dispositive power with
regard to 3,208,688 Class A Shares and 772,320 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 898,000 Class A Shares and
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 7,381,540 Class A Shares
and 1,932,985 Class B Shares. Each of Icahn Offshore, Icahn Partners
Holding, 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 Master II has sole voting power and sole dispositive
power with regard to 969,607 Class A Shares. Each of Icahn Offshore, Icahn
Partners Holding, 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 Master III has sole voting power and sole
dispositive power with regard to 366,953 Class A Shares. Each of Icahn
Offshore, Icahn Partners Holding, 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 7,708,653 Class A
Shares and 2,519,920 Class B Shares. Each of Icahn Onshore, Icahn Partners
Holding, 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), are deemed to
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 their relationships to Barberry
(as disclosed in Item 2), is deemed to 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 Partners Holding,
IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn, by
virtue of their relationships to Icahn Master (as disclosed in Item 2), are
deemed to beneficially own (as that term is defined in Rule 13d-3 under the
Act) the Shares which Icahn Master directly beneficially owns. Each of
Icahn Offshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn
Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of
such Shares for all other purposes. Each of Icahn Offshore, Icahn Partners
Holding, IPH, Icahn Enterprises, Icahn Enterprises GP, Beckton and Mr.
Icahn, by virtue of their relationships to Icahn Master II (as disclosed in
Item 2), are deemed to beneficially own (as that term is defined in Rule
13d-3 under the Act) the Shares which Icahn Master II directly beneficially
owns. Each of Icahn Offshore, Icahn Partners Holding, IPH, Icahn
Enterprises, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims
beneficial ownership of such Shares for all other purposes. Each of Icahn
Offshore, Icahn Partners Holding, IPH, Icahn Enterprises, Icahn Enterprises
GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master
III (as disclosed in Item 2), are deemed to beneficially own (as that term
is defined in Rule 13d-3 under the Act) the Shares which Icahn Master III
directly beneficially owns. Each of Icahn Offshore, Icahn Partners Holding,
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 Partners Holding, IPH, Icahn Enterprises, Icahn
Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to
Icahn Partners (as disclosed in Item 2), are deemed to 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 Partners
Holding, 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 26,676 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, other than as described in Item 3 above.
Item 7. Material to be Filed as Exhibits
1 Joint Filing Agreement of the Registrants
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: November 19, 2007
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 PARTNERS HOLDING 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/ Andrew Skobe
----------------
Name: Andrew Skobe
Title: Interim Chief Financial Officer
IPH GP LLC
By: Icahn Enterprises Holdings L.P., general partner
By: Icahn Enterprises G.P. Inc., general partner
By: /s/ Andrew Skobe
---------------------
Name: Andrew Skobe
Title: Interim Chief Financial Officer
ICAHN ENTERPRISES HOLDINGS L.P.
By: Icahn Enterprises G.P. Inc., general partner
By: /s/ Andrew Skobe
----------------
Name: Andrew Skobe
Title: Interim Chief Financial Officer
ICAHN ENTERPRISES G.P. INC.
By: /s/ Andrew Skobe
---------------------
Name: Andrew Skobe
Title: Interim Chief Financial Officer
BECKTON CORP.
By: /s/ Edward E. Mattner
---------------------
Name: Edward E. Mattner
Title: Authorized Signatory
/s/ Carl C. Icahn
-----------------
CARL C. ICAHN
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of
1934, as amended, the persons named below agree to the joint filing on behalf of
each of them of a statement on Schedule 13D (including amendments thereto) with
respect to the Common Stock of Blockbuster Inc. and further agree that this
Joint Filing Agreement be included as an Exhibit to such joint filings. In
evidence thereof, the undersigned, being duly authorized, have executed this
Joint Filing Agreement this 19th day of November, 2007.
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 PARTNERS HOLDING 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/ Andrew Skobe
----------------
Name: Andrew Skobe
Title: Interim Chief Financial Officer
IPH GP LLC
By: Icahn Enterprises Holdings L.P., general partner
By: Icahn Enterprises G.P. Inc., general partner
By: /s/ Andrew Skobe
----------------
Name: Andrew Skobe
Title: Interim Chief Financial Officer
ICAHN ENTERPRISES HOLDINGS L.P.
By: Icahn Enterprises G.P. Inc., general partner
By: /s/ Andrew Skobe
---------------------
Name: Andrew Skobe
Title: Interim Chief Financial Officer
ICAHN ENTERPRISES G.P. INC.
By: /s/ Andrew Skobe
----------------
Name: Andrew Skobe
Title: Interim Chief Financial Officer
BECKTON CORP.
By: /s/ Edward E. Mattner
---------------------
Name: Edward E. Mattner
Title: Authorized Signatory
/s/ Carl C. Icahn
-----------------
CARL C. ICAHN
SCHEDULE A
DIRECTORS AND EXECUTIVE OFFICERS OF THE REPORTING PERSONS
The following sets forth the name, position, and principal occupation of
each director and executive officer of each of the Registrants. Each such person
is a citizen of the United States of America. Except as otherwise indicated, the
business address of each director and officer is c/o Icahn Associates Corp., 767
Fifth Avenue, 47th Floor, New York, New York 10153. To the best of the
Registrants' knowledge, except as set forth in this statement on Schedule 13D,
none of the directors or executive officers of the Registrants own any Shares.
HIGH RIVER LIMITED PARTNERSHIP
Name Position
---- --------
Hopper Investments LLC General Partner
HOPPER INVESTMENTS LLC
Name Position
---- --------
Barberry Corp., Sole Member
Edward E. Mattner Vice President
BARBERRY CORP.
Name Position
---- --------
Carl C. Icahn Chairman of the Board; President
Jordan Bleznick Vice President/Taxes
Edward E. Mattner Vice President; Authorized Signatory
Gail Golden Vice President; Authorized Signatory
Vincent J. Intrieri Vice President; Authorized Signatory
Keith Cozza Secretary; Treasurer
Tina March Authorized Signatory
ICAHN PARTNERS MASTER FUND LP
Name Position
---- --------
Icahn Offshore LP General Partner
Keith A. Meister Executive Vice President
ICAHN PARTNERS MASTER FUND II LP
Name Position
---- --------
Icahn Offshore LP General Partner
Keith A. Meister Executive Vice President
ICAHN PARTNERS MASTER FUND III LP
Name Position
---- --------
Icahn Offshore LP General Partner
Keith A. Meister Executive Vice President
ICAHN OFFSHORE LP
Name Position
---- --------
Icahn Partners Holding LP General Partner
Keith A. Meister Executive Vice President
ICAHN PARTNERS LP
Name Position
---- --------
Icahn Onshore LP General Partner
Keith A. Meister Executive Vice President
ICAHN ONSHORE LP
Name Position
---- --------
Icahn Partners Holding LP General Partner
Keith A. Meister Executive Vice President
ICAHN PARTNERS HOLDING LP
Name Position
---- --------
IPH GP LLC General Partner
Andrew Skobe Chief Financial Officer
IPH GP LLC
Name Position
---- --------
Icahn Enterprises Holdings LP Managing Member
Andrew Skobe Chief Financial Officer
ICAHN ENTERPRISES HOLDINGS LP
Name Position
---- --------
Icahn Enterprises G.P. Inc. General Partner
Andrew Skobe Chief Financial Officer
ICAHN ENTERPRISES G.P. INC.
Name Position
---- --------
Beckton Corp. General Partner
Andrew Skobe Chief Financial Officer
BECKTON CORP.
Name Position
---- --------
Edward Mattner Authorized Signatory