UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11)*
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)
March 29, 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 1,475,728 (see Item 5); Class B 530,738
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
Class A 1,475,728 (see Item 5); Class B 530,738
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Class A 1,475,728 (see Item 5); Class B 530,738
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 1.02 % (see Item 5); Class B .74%
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 1,475,728 (see Item 5); Class B 530,738
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
Class A 1,475,728 (see Item 5); Class B 530,738
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Class A 1,475,728 (see Item 5); Class B 530,738
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 1.02 % (see Item 5); Class B .74%
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 0; Class B 340,906
8 SHARED VOTING POWER
Class A 1,475,728 (see Item 5); Class B 530,738
9 SOLE DISPOSITIVE POWER
Class A 0; Class B 340,906
10 SHARED DISPOSITIVE POWER
Class A 1,475,728 (see Item 5); Class B 530,738
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Class A 1,475,728 (see Item 5); Class B 871,644
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 1.02% (see Item 5); Class B 1.21%
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 3,305,631(see Item 5); Class B 1,846,149
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
Class A 3,305,631(see Item 5); Class B 1,846,149
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Class A 3,305,631(see Item 5); Class B 1,846,149
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 2.28% (see Item 5); Class B 2.56%
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 3,305,631(see Item 5); Class B 1,846,149
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
Class A 3,305,631(see Item 5); Class B 1,846,149
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Class A 3,305,631(see Item 5); Class B 1,846,149
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 2.28% (see Item 5); Class B 2.56%
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 2,597,282(see Item 5); Class B 1,640,430
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
Class A 2,597,282(see Item 5); Class B 1,640,430
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Class A 2,597,282(see Item 5); Class B 1,640,430
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 1.79% (see Item 5); Class B 2.28%
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 2,597,282(see Item 5); Class B 1,640,430
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
Class A 2,597,282(see Item 5); Class B 1,640,430
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Class A 2,597,282(see Item 5); Class B 1,640,430
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 1.79% (see Item 5); Class B 2.28%
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 5,902,913(see Item 5); Class B 3,486,579
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
Class A 5,902,913(see Item 5); Class B 3,486,579
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Class A 5,902,913(see Item 5); Class B 3,486,579
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 4.07% (see Item 5); Class B 4.84%
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 5,902,913(see Item 5); Class B 3,486,579
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
Class A 5,902,913(see Item 5); Class B 3,486,579
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Class A 5,902,913(see Item 5); Class B 3,486,579
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 4.07% (see Item 5); Class B 4.84%
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 5,902,913(see Item 5); Class B 3,486,579
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
Class A 5,902,913(see Item 5); Class B 3,486,579
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Class A 5,902,913(see Item 5); Class B 3,486,579
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 4.07% (see Item 5); Class B 4.84%
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 5,902,913(see Item 5); Class B 3,486,579
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
Class A 5,902,913(see Item 5); Class B 3,486,579
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Class A 5,902,913(see Item 5); Class B 3,486,579
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 4.07% (see Item 5); Class B 4.84%
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 5,902,913(see Item 5); Class B 3,486,579
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
Class A 5,902,913(see Item 5); Class B 3,486,579
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Class A 5,902,913(see Item 5); Class B 3,486,579
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 4.07% (see Item 5); Class B 4.84%
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 7,378,641(see Item 5); Class B 4,358,223
9 SOLE DISPOSITIVE POWER
Class A 71,749
10 SHARED DISPOSITIVE POWER
Class A 7,378,641(see Item 5); Class B 4,358,223
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Class A 7,450,390 (see Item 5); Class B 4,358,223
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 5.14% (see Item 5); Class B 6.05%
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 and January 29, 2010. 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 as follows:
On December 10, 2007, Icahn Partners Holding filed a Certificate of
Amendment to change its name to "Icahn Capital LP." Icahn Capital LP,
(hereinafter, "Icahn Capital") shall now be substituted for Icahn Partners
Holding in the definition of "Registrants."
Item 4. Purpose of Transaction
Registrants are selling shares of each class of Issuer's equity securities
which they own.
Item 5. Interest in Securities of the Issuer
Item 5 is hereby amended to add the following:
(a) As of March 30, 2010, Registrants may be deemed to beneficially own, in
the aggregate, 7,450,390 Class A Shares (composed of 71,749 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 4,358,223 Class B Shares, representing approximately 5.14% of the
Issuer's outstanding Class A Shares and approximately 6.05% 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 1,475,728 Class A Shares and 530,738 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 3,305,631 Class A Shares
and 1,846,149 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 2,597,282 Class
A Shares and 1,640,430 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 March 30, 2010. All such
transactions were effected in the open market, and the tables include
commissions in per share prices.
CLASS A
-------
Name of Date of No. of Shares Sale Price
Reporting Transaction Purchased/ per Share
Person (Sold) (U.S. $)
----------- ----------- ------------- --------------
Barberry 3/30/2010 (698,000) 0.25
Barberry 3/30/2010 (200,000) 0.24
High River 3/26/2010 (140,000) 0.30
High River 3/29/2010 (696,600) 0.29
High River 3/30/2010 (300,000) 0.24
High River 3/30/2010 (596,360) 0.25
Icahn Partners 3/26/2010 (560,000) 0.30
Icahn Partners 3/29/2010 (1,803,247) 0.29
Icahn Partners 3/30/2010 (1,127,209) 0.25
Icahn Partners 3/30/2010 (739,227) 0.24
Icahn Partners 3/30/2010 (881,688) 0.25
Icahn Master 3/29/2010 (983,153) 0.29
Icahn Master 3/30/2010 (1,268,570) 0.25
Icahn Master 3/30/2010 (831,927) 0.24
Icahn Master 3/30/2010 (992,259) 0.25
Icahn Master II 3/30/2010 (287,385) 0.25
Icahn Master II 3/30/2010 (311,131) 0.24
Icahn Master II 3/30/2010 (371,091) 0.25
Icahn Master III 3/30/2010 (108,836) 0.25
Icahn Master III 3/30/2010 (117,715) 0.24
Icahn Master III 3/30/2010 (140,402) 0.25
CLASS B
-------
Name of Date of No. of Shares Sale Price
Reporting Transaction Purchased/ per Share
Person (Sold) (U.S. $)
----------- ----------- ------------- --------------
High River 3/26/2010 (53,579) 0.22
High River 3/29/2010 (63,423) 0.21
High River 3/30/2010 (60,000) 0.18
High River 3/30/2010 (64,580) 0.19
Icahn Partners 3/26/2010 (214,316) 0.22
Icahn Partners 3/29/2010 (253,690) 0.21
Icahn Partners 3/30/2010 (240,000) 0.18
Icahn Partners 3/30/2010 (171,484) 0.19
Icahn Master 3/30/2010 (86,836) 0.19
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: March 30, 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/ 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/ Edward E. Mattner
------------------
Name: Edward E. Mattner
Title: Authorized Signatory
------
/s/ Carl C. Icahn
--------------------
CARL C. ICAHN
[Signature Page to Schedule 13D Amendment No. 11 Re: Blockbuster dated March 30,
2010]