SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.__)*
Biogen Idec Inc.
(Name of Issuer)
Common Stock, Par Value $0.0005
(Title of Class of Securities)
09062X103
(CUSIP Number)
Marc Weitzen, Esq.
Icahn Capital LP
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)
August 1, 2008
(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 Section 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
CUSIP No. 09062X103
1 NAME OF REPORTING PERSON
High River Limited Partnership
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
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
3,502,261
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
3,502,261
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,502,261
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.21%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 09062X103
1 NAME OF REPORTING PERSON
Hopper Investments LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
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
3,502,261
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
3,502,261
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,502,261
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.21%
14 TYPE OF REPORTING PERSON
OO
SCHEDULE 13D
CUSIP No. 09062X103
1 NAME OF REPORTING PERSON
Barberry Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
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
3,502,261
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
3,502,261
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,502,261
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.21%
14 TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP No. 09062X103
1 NAME OF REPORTING PERSON
Icahn Partners Master Fund LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
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
5,707,871
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
5,707,871
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,707,871
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.97%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 09062X103
1 NAME OF REPORTING PERSON
Icahn Partners Master Fund II LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
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
1,956,501
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
1,956,501
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,956,501
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.67%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 09062X103
1 NAME OF REPORTING PERSON
Icahn Partners Master Fund III LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
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
743,575
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
743,575
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
743,575
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.26%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 09062X103
1 NAME OF REPORTING PERSON
Icahn Offshore LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
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
8,407,947
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
8,407,947
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,407,947
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.90%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 09062X103
1 NAME OF REPORTING PERSON
Icahn Partners LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
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
5,601,096
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
5,601,096
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,601,096
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.93%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 09062X103
1 NAME OF REPORTING PERSON
Icahn Onshore LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
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
5,601,096
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
5,601,096
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,601,096
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.93%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 09062X103
1 NAME OF REPORTING PERSON
Icahn Capital LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
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
14,009,043
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
14,009,043
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,009,043
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.83%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 09062X103
1 NAME OF REPORTING PERSON
IPH GP LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
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
14,009,043
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
14,009,043
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,009,043
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.83%
14 TYPE OF REPORTING PERSON
OO
SCHEDULE 13D
CUSIP No. 09062X103
1 NAME OF REPORTING PERSON
Icahn Enterprises Holdings L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
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
14,009,043
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
14,009,043
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,009,043
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.83%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 09062X103
1 NAME OF REPORTING PERSON
Icahn Enterprises G.P. Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
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
14,009,043
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
14,009,043
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,009,043
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.83%
14 TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP No. 09062X103
1 NAME OF REPORTING PERSON
Beckton Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
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
14,009,043
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
14,009,043
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,009,043
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.83%
14 TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP No. 09062X103
1 NAME OF REPORTING PERSON
Carl C. Icahn
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
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
0
8 SHARED VOTING POWER
17,511,304
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
17,511,304
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,511,304
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.03%
14 TYPE OF REPORTING PERSON
IN
SCHEDULE 13D
Item 1. Security and Issuer
This statement relates to the Common Stock, par value $0.0005 (the
"Shares"), issued by Biogen Idec Inc. (the "Issuer"). The address of the
principal executive offices of the Issuer is Biogen Idec Inc., 14 Cambridge
Center, Cambridge, Massachusetts 02142.
Item 2. Identity and Background
The persons filing this statement are High River Limited Partnership ("High
River"), Hopper Investments LLC ("Hopper"), Barberry Corp. ("Barberry"), Icahn
Partners Master Fund LP ("Icahn Master"), Icahn Partners Master Fund II LP
("Icahn Master II"), Icahn Partners Master Fund III LP ("Icahn Master III"),
Icahn Offshore LP ("Icahn Offshore"), Icahn Partners LP ("Icahn Partners"),
Icahn Onshore LP ("Icahn Onshore"), Icahn Capital LP ("Icahn Capital"), IPH GP
LLC ("IPH"), Icahn Enterprises Holdings L.P. ("Icahn Enterprises Holdings"),
Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), Beckton Corp. ("Beckton"),
and Carl C. Icahn, a citizen of the United States of America (collectively, the
"Reporting Persons").
The principal business address of each of (i) High River, Hopper, Barberry,
Icahn Offshore, Icahn Partners, Icahn Onshore, Icahn Capital, IPH, Icahn
Enterprises Holdings, Icahn Enterprises GP and Beckton is White Plains Plaza,
445 Hamilton Avenue - Suite 1210, White Plains, NY 10601, (ii) 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, and (iii) Mr. Icahn
is c/o Icahn Associates Corp., 767 Fifth Avenue, 47th Floor, New York, NY 10153.
Barberry is the sole member of Hopper, which is the general partner of High
River. Icahn Offshore is the general partner of each of Icahn Master, Icahn
Master II and Icahn Master III. Icahn Onshore is the general partner of Icahn
Partners. Icahn Capital is the general partner of each of Icahn Offshore and
Icahn Onshore. Icahn Enterprises Holdings is the sole member of IPH, which is
the general partner of Icahn Capital. Beckton is the sole stockholder of Icahn
Enterprises GP, which is the general partner of Icahn Enterprises Holdings. Carl
C. Icahn is the sole stockholder of each of Barberry and Beckton. As such, Mr.
Icahn is in a position indirectly to determine the investment and voting
decisions made by each of the Reporting Persons. In addition, Mr. Icahn is the
indirect holder of approximately 91% of the outstanding depositary units
representing limited partnership interests in Icahn Enterprises L.P. ("Icahn
Enterprises"). Icahn Enterprises GP is the general partner of Icahn Enterprises,
which is the sole limited partner of Icahn Enterprises Holdings.
Each of High River and Barberry is primarily engaged in the business of
investing in securities. Hopper is primarily engaged in the business of serving
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 each 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 Capital is primarily engaged in
the business of serving as the general partner of each of Icahn Offshore and
Icahn Onshore. IPH is primarily engaged in the business of serving as the
general partner of Icahn Capital. Icahn Enterprises Holdings is primarily
engaged in the business of holding direct or indirect interests in various
operating businesses. Icahn Enterprises GP is primarily engaged in the business
of serving as the general partner of each of Icahn Enterprises and Icahn
Enterprises Holdings. Beckton is primarily engaged in the business of holding
the capital stock of Icahn Enterprises GP.
Carl C. Icahn's present principal occupation or employment is serving as
(i) Chief Executive Officer of Icahn Capital LP, a wholly owned subsidiary of
Icahn Enterprises, through which Mr. Icahn manages various private investment
funds, including Icahn Partners, Icahn Master, Icahn Master II and Icahn Master
III, (ii) Chairman of the Board of Icahn Enterprises GP, the general partner of
Icahn Enterprises, a New York Stock Exchange listed diversified holding company
engaged in a variety of businesses, including investment management, metals,
real estate and home fashion, and (iii) Chairman of the Board and a director of
Starfire Holding Corporation ("Starfire"), a holding company engaged in the
business of investing in and/or holding securities of various entities, and as
Chairman of the Board and a director of various of Starfire's subsidiaries.
The name, citizenship, present principal occupation or employment and
business address of each director and executive officer of the Reporting Persons
are set forth in Schedule A attached hereto.
None of the Reporting Persons nor any manager or executive officer of the
Reporting Persons, 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
The Reporting Persons hold, in the aggregate, 17,511,304 Shares. The
aggregate purchase price of the Shares purchased by the Reporting Persons
collectively was $916,501,219 (including commissions). 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 Reporting Persons in margin accounts
together with other securities. Such margin accounts may from time to time have
debit balances. Part of the purchase price of the Shares purchased by the
Reporting Persons was obtained through margin borrowing. The Shares purchased by
the Reporting Persons are maintained in margin accounts that include positions
in securities in addition to Shares. As of the close of business on August 8,
2008, the indebtedness of (i) High River's margin account was approximately
$1,206,212,537, (ii) Icahn Partners' margin account was approximately
$221,166,992, (iii) Icahn Master's margin account was approximately
$391,343,830, (iv) Icahn Master II's margin account was approximately
$104,183,136, and (v) Icahn Master III's margin account was approximately
$41,633,836.
Item 4. Purpose of Transaction
The Reporting Persons recently acquired Shares and further increased their
position in the belief that the Shares were undervalued. Representatives of the
Reporting Persons have had, and from time to time may seek to continue to have,
discussions with representatives of the Issuer to discuss general business
issues relating to the Issuer as well as their concerns relating to shareholder
value.
The Reporting Persons may, from time to time and at any time, acquire
additional Shares and/or other equity, debt or other securities (collectively,
"Securities") of the Issuer in the open market or otherwise and reserve the
right to dispose of any or all of their Securities in the open market or
otherwise, at any time and from time to time, and to engage in any hedging or
similar transactions with respect to the Securities.
Item 5. Interest in Securities of the Issuer
(a) The Reporting Persons may be deemed to beneficially own, in the
aggregate, 17,511,304 Shares, representing approximately 6.03% of the Issuer's
outstanding Shares (based upon the 290,254,475 Shares stated to be outstanding
as of July 17, 2008 by the Issuer in the Issuer's Form 10-Q filed with the
Securities and Exchange Commission on July 22, 2008 for the quarterly period
ended June 30, 2008).
(b) High River has sole voting power and sole dispositive power with regard
to 3,502,261 Shares. Each of Hopper, 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 5,707,871
Shares. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings,
Icahn Enterprises GP, Beckton and Mr. 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 1,956,501 Shares. Each of Icahn
Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP,
Beckton and Mr. 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 743,575 Shares. Each of Icahn Offshore, Icahn
Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr.
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 5,601,096 Shares. Each of Icahn Onshore, Icahn Capital, IPH, Icahn
Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn has shared
voting power and shared dispositive power with regard to such Shares.
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. Each of
Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn
Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to each
of Icahn Master, Icahn Master II and Icahn Master III (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 each of Icahn Master, Icahn Master II and
Icahn Master III directly beneficially owns. Each of Icahn Offshore, Icahn
Capital, IPH, Icahn Enterprises Holdings, 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 Holdings, 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 Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn
disclaims beneficial ownership of such Shares for all other purposes.
(c) The following table sets forth all transactions with respect to Shares
effected during the past sixty (60) days by any of the Reporting Persons. Except
as otherwise noted below, all such transactions were purchases of Shares
effected in the open market, and the table includes commissions paid in per
share prices.
Name of Date of No. of Shares Purchase Price Per
Reporting Person Transaction Purchased Share (U.S.$)
------------------- ------------------- ----------------- -------------------
High River August 1, 2008 180,000 51.50
------------------- ------------------- ----------------- -------------------
High River August 1, 2008 541,600 51.43
------------------- ------------------- ----------------- -------------------
High River August 4, 2008 100,000 50.13
------------------- ------------------- ----------------- -------------------
High River August 5, 2008 4,900 50.08
------------------- ------------------- ----------------- -------------------
High River August 6, 2008 39,280 50.19
------------------- ------------------- ----------------- -------------------
High River August 7, 2008 50,000 49.98
------------------- ------------------- ----------------- -------------------
High River August 8, 2008 7,680 49.97
------------------- ------------------- ----------------- -------------------
High River August 11, 2008 620 49.98
------------------- ------------------- ----------------- -------------------
High River August 11, 2008 91,000 50.51
------------------- ------------------- ----------------- -------------------
Icahn Master August 1, 2008 293,286 51.50
------------------- ------------------- ----------------- -------------------
Icahn Master August 1, 2008 611,947 51.43
------------------- ------------------- ----------------- -------------------
Icahn Master August 4, 2008 162,937 50.13
------------------- ------------------- ----------------- -------------------
Icahn Master August 5, 2008 9,307 50.08
------------------- ------------------- ----------------- -------------------
Icahn Master August 6, 2008 64,018 50.19
------------------- ------------------- ----------------- -------------------
Icahn Master August 7, 2008 81,488 49.98
------------------- ------------------- -------------------------------------
Icahn Master August 8, 2008 12,518 49.97
------------------- ------------------- -------------------------------------
Icahn Master August 11, 2008 1,010 49.98
------------------- ------------------- -------------------------------------
Icahn Master August 11, 2008 148,309 50.51
------------------- ------------------- -------------------------------------
Icahn Master II August 1, 2008 100,573 51.50
------------------- ------------------- -------------------------------------
Icahn Master II August 1, 2008 322,181 51.43
------------------- ------------------- -------------------------------------
Icahn Master II August 4, 2008 55,873 50.13
------------------- ------------------- -------------------------------------
Icahn Master II August 5, 2008 2,419 50.08
------------------- ------------------- -------------------------------------
Icahn Master II August 6, 2008 21,943 50.19
------------------- ------------------- -------------------------------------
Icahn Master II August 7, 2008 27,932 49.98
------------------- ------------------- -------------------------------------
Icahn Master II August 8, 2008 4,291 49.97
------------------- ------------------- -------------------------------------
Icahn Master II August 11, 2008 346 49.98
------------------- ------------------- -------------------------------------
Icahn Master II August 11, 2008 50,836 50.51
------------------- ------------------- -------------------------------------
Icahn Master III August 1, 2008 38,226 51.50
------------------- ------------------- -------------------------------------
Icahn Master III August 1, 2008 123,869 51.43
------------------- ------------------- -------------------------------------
Icahn Master III August 4, 2008 21,237 50.13
------------------- ---------------------------------------------------------
Icahn Master III August 5, 2008 861 50.08
------------------- ------------------- -------------------------------------
Icahn Master III August 6, 2008 8,340 50.19
------------------- ------------------- -------------------------------------
Icahn Master III August 7, 2008 10,615 49.98
------------------- ------------------- -------------------------------------
Icahn Master III August 8, 2008 1,629 49.97
------------------- ------------------- -------------------------------------
Icahn Master III August 11, 2008 132 49.98
------------------- ------------------- -------------------------------------
Icahn Master III August 11, 2008 19,321 50.51
------------------- ------------------- -------------------------------------
Icahn Partners August 1, 2008 287,915 51.50
------------------- ------------------- -------------------------------------
Icahn Partners August 1, 2008 1,108,403 51.43
------------------- ------------------- -------------------------------------
Icahn Partners August 4, 2008 159,953 50.13
------------------- ------------------- -------------------------------------
Icahn Partners August 5, 2008 7,013 50.08
------------------- ------------------- -------------------------------------
Icahn Partners August 6, 2008 62,819 50.19
------------------- ------------------- -------------------- ----------------
Icahn Partners August 7, 2008 79,965 49.98
------------------- ------------------- -------------------------------------
Icahn Partners August 8, 2008 12,282 49.97
------------------- ------------------- -------------------------------------
Icahn Partners August 11, 2008 992 49.98
------------------- ------------------- -------------------------------------
Icahn Partners August 11, 2008 145,534 50.51
------------------- ------------------- -------------------------------------
Item 6. Contracts, Arrangements, Understandings or Relationship with Respect to
Securities of the Issuer
Except as otherwise described herein, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among the persons named in
Item 2 and between such persons and any person with respect to any securities of
the Issuer, including but not limited to 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 loss, or the giving or
withholding of proxies.
Item 7. Material to be Filed as Exhibits
1 Joint Filing Agreement of the Reporting Persons
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: August 11, 2008
HIGH RIVER LIMITED PARTNERSHIP
By: Hopper Investments LLC, general partner
By: /s/ Edward Mattner
------------------
Name: Edward Mattner
Title: Authorized Signatory
HOPPER INVESTMENTS LLC
By: /s/ Edward Mattner
------------------
Name: Edward Mattner
Title: Authorized Signatory
BARBERRY CORP.
By: /s/ Edward Mattner
------------------
Name: Edward 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, its general partner
By: Icahn Enterprises Holdings L.P., its sole member
By: Icahn Enterprises G.P. Inc., its general partner
By: /s/ Dominick Ragone
-------------------
Name: Dominick Ragone
Title: Chief Financial Officer
IPH GP LLC
By: Icahn Enterprises Holdings L.P., its sole member
By: Icahn Enterprises G.P. Inc., its general partner
By: /s/ Dominick Ragone
-------------------
Name: Dominick Ragone
Title: Chief Financial Officer
ICAHN ENTERPRISES HOLDINGS L.P.
By: Icahn Enterprises G.P. Inc., its 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 of Schedule 13D - Biogen Idec Inc.]
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 Biogen Idec 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 11th day of August, 2008.
HIGH RIVER LIMITED PARTNERSHIP
By: Hopper Investments LLC, general partner
By: /s/ Edward Mattner
---------------------------
Name: Edward Mattner
Title: Authorized Signatory
HOPPER INVESTMENTS LLC
By: /s/ Edward Mattner
---------------------------
Name: Edward Mattner
Title: Authorized Signatory
BARBERRY CORP.
By: /s/ Edward Mattner
---------------------------
Name: Edward 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, its general partner
By: Icahn Enterprises Holdings L.P., its sole member
By: Icahn Enterprises G.P. Inc., its general partner
By: /s/ Dominick Ragone
----------------------------
Name: Dominick Ragone
Title: Chief Financial Officer
IPH GP LLC
By: Icahn Enterprises Holdings L.P., its sole member
By: Icahn Enterprises G.P. Inc., its general partner
By: /s/ Dominick Ragone
----------------------------
Name: Dominick Ragone
Title: Chief Financial Officer
ICAHN ENTERPRISES HOLDINGS L.P.
By: Icahn Enterprises G.P. Inc., its 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 of Joint Filing Agreement to Schedule 13D - Biogen Idec Inc.]
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 Reporting Persons. 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 Reporting Persons' knowledge, except as set forth in this statement
on Schedule 13D, none of the directors or executive officers of the Reporting
Persons own any Shares.
HIGH RIVER LIMITED PARTNERSHIP
Name Position
---- --------
Hopper Investments LLC General Partner
HOPPER INVESTMENTS LLC
Name Position
---- --------
Edward E. Mattner Authorized Signatory
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
Irene March Authorized Signatory
ICAHN PARTNERS MASTER FUND LP
ICAHN PARTNERS MASTER FUND II LP
ICAHN PARTNERS MASTER FUND III LP
Name Position
---- --------
Icahn Offshore LP General Partner
Carl Icahn Chief Executive Officer
Keith A. Meister Managing Director
Vincent J. Intrieri Managing Director
Rupal Doshi Chief Operating Officer
Irene March Chief Financial Officer
Edward E. Mattner Authorized Signatory
Gail Golden Authorized Signatory
Dana Witkin Director of Investor Relations
Keith Cozza Chief Compliance Officer
Anthony Canova Controller
ICAHN PARTNERS LP
Name Position
---- --------
Icahn Onshore LP General Partner
Carl Icahn Chief Executive Officer
Keith A. Meister Managing Director
Vincent J. Intrieri Managing Director
Rupal Doshi Chief Operating Officer
Irene March Chief Financial Officer
Edward E. Mattner Authorized Signatory
Gail Golden Authorized Signatory
Dana Witkin Director of Investor Relations
Keith Cozza Chief Compliance Officer
Anthony Canova Controller
ICAHN ONSHORE LP
ICAHN OFFSHORE LP
Name Position
---- --------
Icahn Capital LP General Partner
Carl Icahn Chief Executive Officer
Keith A. Meister Managing Director
Vincent J. Intrieri Managing Director
Rupal Doshi Chief Operating Officer
Irene March Chief Financial Officer
Edward E. Mattner Authorized Signatory
Gail Golden Authorized Signatory
Dana Witkin Director of Investor Relations
Keith Cozza Chief Compliance Officer
Anthony Canova Controller
ICAHN CAPITAL LP
Name Position
---- --------
IPH GP LLC General Partner
IPH GP LLC
Name Position
---- --------
Icahn Enterprises Sole Member
Holdings L.P.
ICAHN ENTERPRISES HOLDINGS L.P.
Name Position
---- --------
Icahn Enterprises General Partner
G.P. Inc.
ICAHN ENTERPRISES G.P. INC.
Name Position
---- --------
Carl C. Icahn Chairman
Keith A. Meister Vice Chairman; Principal Executive Officer
William A. Leidesdorf Director
Jack G. Wasserman Director
James L. Nelson Director
Vincent J. Intrieri Director
Peter K. Shea President
Dominick Ragone Chief Financial Officer
Andrew Skobe Treasurer
John P. Saldarelli Vice President; Secretary
Felicia P. Buebel Assistant Secretary
Craig Petit Vice President/Taxes
BECKTON CORP.
Name Position
---- --------
Carl C. Icahn Chairman of the Board; President
Jordan Bleznick Vice President/Taxes
Edward E. Mattner Authorized Signatory
Keith Cozza Secretary; Treasurer