UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
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 Associates Corp. & 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 15, 2005
(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) /X/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
Class A 2,874,548 (see Item 3 and 5); Class B 772,320
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
Class A 2,874,548 (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 2,874,548 (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 2.26% (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
Icahn & Co., 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) /X/
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
0
9 SOLE DISPOSITIVE POWER
Class A 898,000 (see Item 3 and 5); Class B 340,906
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Class A 898,000 (see Item 3 and 5); Class B 340,906
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 0.71% (see Item 3 and 5); Class B 0.47%
14 TYPE OF REPORTING PERSON*
P
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) /X/
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 2,874,548 (see Item 3 and 5); Class B 772,320
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
Class A 2,874,548 (see Item 3 and 5); Class B 772,320
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Class A 2,874,548 (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 2.26% (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) /X/
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 3,772,548 (see Item 3 and 5); Class B 1,113,226
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
Class A 3,772,548 (see Item 3 and 5); Class B 1,113,226
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Class A 3,772,548 (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 2.97% (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) /X/
6 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 5.81% (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 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) /X/
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 7,381,540 (see Item 3 and 5); Class B 1,932,985
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
Class A 7,381,540 (see Item 3 and 5); Class B 1,932,985
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 5.81% (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
CCI Offshore 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) /X/
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 7,381,540 (see Item 3 and 5); Class B 1,932,985
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
Class A 7,381,540 (see Item 3 and 5); Class B 1,932,985
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 5.81% (see Item 3 and 5); Class B 2.68%
14 TYPE OF REPORTING PERSON*
OO
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) /X/
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 6.07% (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) /X/
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 6.07% (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
CCI Onshore 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) /X/
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 6.07% (see Item 3 and 5); Class B 3.50%
14 TYPE OF REPORTING PERSON*
OO
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) /X/
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 3,445
8 SHARED VOTING POWER
Class A 18,862,741 (see Item 3 and 5); Class B 5,566,131
9 SOLE DISPOSITIVE POWER
Class A 3,445
10 SHARED DISPOSITIVE POWER
Class A 18,862,741 (see Item 3 and 5); Class B 5,566,131
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Class A 18,866,186 (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 14.85% (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. 7 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 and November 10, 2005. All
capitalized terms not otherwise defined shall have the meaning ascribed to such
terms in the previously filed statement on Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 is hereby amended to add the following:
On November 15, 2005, in a private offering, Registrants acquired 38,000
shares of 7 1/2% Series A Cumulative Convertible Perpetual Preferred Stock
("Preferred Shares") with a face amount of $1000 per each Preferred Share, which
Preferred Shares are immediately convertible into Class A Common Stock at the
conversion price of $5.15 per each share of Class A Common Stock, i.e. one
Preferred Share may be converted into approximately 194.1748 shares of Class A
Common Stock. Registrants paid $38,000,000 for 38,000 Preferred 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, 2005, Registrants may be
deemed to beneficially own, in the aggregate, 18,866,186 Class A Shares
(composed of 11,487,545 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 14.85% of the Issuer's outstanding
Class A Shares and approximately 7.73% of the Issuer's outstanding Class B
Shares (based upon 119,703,075 Class A Shares and 72,000,000 Class B Shares
stated to be outstanding as of November 4, 2005 by the Issuer in the Issuer's
Schedule 10Q, filed with the Securities and Exchange Commission on November 8,
2005).
(b) High River has sole voting power and sole dispositive power with regard
to 2,874,548 Class A Shares and 772,320 Class B Shares. Each of Barberry, Hopper
and Carl C. Icahn has shared voting power and shared dispositive power with
regard to such Shares. Icahn & Co. has sole voting power and sole dispositive
power with regard to 898,000 Class A Shares and 340,906 Class B Shares. Each of
Barberry and 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, CCI Offshore 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, CCI Onshore 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 the Conversion Shares (as defined in the chart below)
by all of the applicable Registrants.
Mr. Icahn has sole voting power and sole dispositive power with regard to
3,445 Class A Shares. Each of Registrants (other than Mr. Icahn) disclaims
beneficial ownership of such Shares for all purposes.
As of the close of business on November 16, 2005, the Registrants have direct
beneficial ownership of the Class A Shares as set forth in the following chart:
----------------------- --------------------- -------------------- --------------------- --------------------
Name of Registrant Number of Class A Number of Class A Aggregate number of Approximate
Shares directly Shares which Class A Shares Percentage of
held by Registrant Registrant would Registrant is Outstanding Class
hold if Registrant deemed to directly A Shares computed
converts its beneficially own in accordance with
Preferred Shares rule 13d-3(d)(1))
position into
Class A Shares
(the "Conversion
Shares")
----------------------- --------------------- -------------------- --------------------- --------------------
High River 1,398,820 1,475,728 2,874,548 2.26%
----------------------- --------------------- -------------------- --------------------- --------------------
Icahn & Co. 898,000 N/A 898,000 0.71%
----------------------- --------------------- -------------------- --------------------- --------------------
Icahn Partners 5,111,371 2,597,282 7,708,653 6.07%
----------------------- --------------------- -------------------- --------------------- --------------------
Icahn Master 4,075,909 3,305,631 7,381,540 5.81%
----------------------- --------------------- -------------------- --------------------- --------------------
Carl C. Icahn 3,445 N/A 3,445 Insignificant %
----------------------- --------------------- -------------------- --------------------- --------------------
TOTAL 11,487,545 7,378,641 18,866,186 14.85%
----------------------- --------------------- -------------------- --------------------- --------------------
The percentages referred to in the Information Pages of this Schedule 13D and in
the chart above represent the percentages on the fully diluted basis and
assuming the conversion into the Conversion Shares by all of the applicable
Registrants.
(c) There were no transactions effected in Shares within the past sixty days,
other than as described in Item 3 above.
Item 6. Contracts, Arrangements, Understandings or Relationship with Respect to
Securities of the Issuer
Except as described herein, none of the Registrants has any contracts,
arrangements, understandings or relationships (legal or otherwise) with any
person with respect to any securities of the Issuer, including but not limited
to the transfer or voting of any of the securities, finder's fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of profits,
division of profits or losses, or the giving or withholding of proxies.
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 16, 2005
HOPPER INVESTMENTS LLC
By: Barberry Corp.
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
HIGH RIVER LIMITED PARTNERSHIP
By: Hopper Investments LLC, General Partner
By: Barberry Corp., member
By: /s/ Edward E. Mattner
Name: Edward E. Mattner
Title: Authorized Signatory
ICAHN PARTNERS MASTER FUND L.P.
By: /s/ Edward E. Mattner
Name: Edward E. Mattner
Title: Authorized Signatory
[Signature Page of Amendment #7 to Schedule 13D - Blockbuster Inc.]
ICAHN OFFSHORE L.P.
By: /s/ Edward E. Mattner
Name: Edward E. Mattner
Title: Authorized Signatory
CCI OFFSHORE CORP.
By: /s/ Edward E. Mattner
Name: Edward E. Mattner
Title: Authorized Signatory
ICAHN PARTNERS L.P.
By: /s/ Edward E. Mattner
Name: Edward E. Mattner
Title: Authorized Signatory
ICAHN ONSHORE L.P.
By: /s/ Edward E. Mattner
Name: Edward E. Mattner
Title: Authorized Signatory
CCI ONSHORE CORP.
By: /s/ Edward E. Mattner
Name: Edward E. Mattner
Title: Authorized Signatory
ICAHN & CO., INC.
By: /s/ Irene S. March
Name: Irene S. March
Title: Controller
/s/ Carl C. Icahn
-----------------
CARL C. ICAHN
[Signature Page of Amendment #7 to Schedule 13D - Blockbuster Inc.]