UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
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)
April 24, 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 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
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 35,261
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 35,261
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 20,568,702 (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 16.00% (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. 9 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 and November 19, 2007. All capitalized terms not otherwise defined shall
have the meaning ascribed to such terms in the previously filed statement on
Schedule 13D.
Item 4. Purpose of Transaction
Item 4 is hereby amended to add the following:
On April 24, 2008, Blockbuster informed Mr. Icahn that Circuit City would
not permit Blockbuster to conduct due diligence unless Carl Icahn made a public
statement that he would acquire Circuit City should Blockbuster and Icahn find
the due diligence to be satisfactory, but Blockbuster is unable to complete the
final transaction. As a result, Mr. Icahn sent Blockbuster the letter that is
attached here as Exhibit 1. That letter, together with a letter from
Blockbuster, attached hereto as Exhibit 2, was sent to Circuit City.
Item 5. Interest in Securities of the Issuer
Item 5 is hereby amended to add the following:
(a) As of the close of business on May 7, 2008, Registrants may be
deemed to beneficially own, in the aggregate, 20,568,702 Class A Shares
(composed of 13,190,061 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 16.00% of
the Issuer's outstanding Class A Shares and approximately 7.73% of the
Issuer's outstanding Class B Shares (based upon 121,185,597 Class A Shares
and 72,000,000 Class B Shares stated to be outstanding as of April 4, 2008
by the Issuer in the Issuer's Schedule 14A, filed with the Securities and
Exchange Commission on April 15, 2008).
(b) Mr. Icahn has sole voting power and sole dispositive power with
regard to 35,261 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.
Item 7. Material to be Filed as Exhibits
1 Letter to Mr. Jim Keyes, Chairman and Chief Executive Officer of the
Issuer
2 Letter to Mr. Philip J. Schoonover, Chairman, President and Chief
Executive Officer of Circuit City
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: May 9, 2008
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
[Signature Page of Amendment No. 9 to Schedule 13D - Blockbuster Inc.]
EXHIBIT 1
CARL C. ICAHN
April 24, 2008
Mr. Jim Keyes
Chairman & Chief Executive Officer
Blockbuster Inc.
1201 Elm Street
Dallas, TX 75270
Dear Jim:
This is to confirm that I, and/or entities affiliated with me,
(collectively with me "Purchaser") stand ready to acquire Circuit City if
Blockbuster is unable to receive financing to do so or obtain any necessary
shareholder approvals after doing satisfactory due diligence. Obviously, this is
subject to Purchaser conducting a satisfactory due diligence review of Circuit
City which will be done concurrently with Blockbuster and being satisfied as to
the results of that review and of course, Purchaser will be required to obtain
certain regulatory approvals which I assume that Purchaser will have no problem
obtaining.
I understand this statement is being requested as the final condition to
Blockbuster's being permitted to perform due diligence at Circuit City, and I
hereby grant Blockbuster permission to forward this letter to Circuit City.
Sincerely,
/s/ Carl
--------
EXHIBIT 2
JAMES W. KEYES Chairman and Chief Executive Officer
[BLOCKBUSTER LETTERHEAD]
April 24, 2008
Mr. Philip J. Schoonover
Chairman, President and Chief Executive Officer
Circuit City Stores, Inc.
9950 Mayland Drive
Richmond, Virginia 23233
Dear Phil:
You have informed us that Circuit City would not permit Blockbuster due
diligence because you are concerned that even if Blockbuster was satisfied with
its due diligence it might not be able to get financing, or any requisite
shareholder vote needed to complete the purchase. However, your financial
advisors have informed us that Circuit City would provide Blockbuster the
opportunity to perform due diligence if Carl Icahn would make a public statement
that he would acquire Circuit City should Blockbuster and Icahn find the "due
diligence" to be satisfactory but Blockbuster is unable to complete the final
transaction. Mr. Icahn has agreed to this. Please find letter attached.
As you know, we have been in discussions with you for several months
concerning a possible acquisition of Circuit City. As our efforts to obtain
access to the information necessary to make a formal proposal and negotiate a
purchase agreement were repeatedly rebuffed while this process was confidential,
we were compelled to make our interest public so that Circuit City shareholders
could consider the merits of our proposal. Since our announcement, your
shareholders have indicated strongly to us their desire to pursue such a
transaction. We have now satisfied your remaining condition to our being
provided access to due diligence materials and trust that it will be made
available to us promptly.
We need to bring closure to this process. If we have not been provided the
opportunity to begin due diligence by the close of business on April 28, 2008,
we plan to announce that we are withdrawing our proposal to acquire Circuit City
in light of your refusal to provide us access despite repeated efforts on our
part to satisfy your concerns.
Jim Keyes
/s/ Jim Keyes
-------------
Chairman and Chief Executive Officer
Blockbuster Inc.