UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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)
February 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 2,141,820; Class B 987,026
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
Class A 2,141,820; Class B 987,026
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Class A 2,141,820; Class B 987,026
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 1.84%; Class B 1.37%
14 TYPE OF REPORTING PERSON*
PN
SCHEDULE 13D
Class A CUSIP No. 093679108; Class B CUSIP No. 093679207
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 2,141,820; Class B 987,026
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
Class A 2,141,820; Class B 987,026
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Class A 2,141,820; Class B 987,026
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 1.84%; Class B 1.37%
14 TYPE OF REPORTING PERSON*
OO
SCHEDULE 13D
Class A CUSIP No. 093679108; Class B CUSIP No. 093679207
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 2,141,820; Class B 987,026
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
Class A 2,141,820; Class B 987,026
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Class A 2,141,820; Class B 987,026
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 1.84%; Class B 1.37%
14 TYPE OF REPORTING PERSON*
CO
SCHEDULE 13D
Class A CUSIP No. 093679108; Class B CUSIP No. 093679207
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 3,759,709; Class B 1,675,538
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
Class A 3,759,709; Class B 1,675,538
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Class A 3,759,709; Class B 1,675,538
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Class A 3.22%; Class B 2.33%
14 TYPE OF REPORTING PERSON*
PN
SCHEDULE 13D
Class A CUSIP No. 093679108; Class B CUSIP No. 093679207
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 3,759,709; Class B 1,675,538
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
Class A 3,759,709; Class B 1,675,538
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Class A 3,759,709; Class B 1,675,538
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Class A 3.22%; Class B 2.33%
14 TYPE OF REPORTING PERSON*
PN
SCHEDULE 13D
Class A CUSIP No. 093679108; Class B CUSIP No. 093679207
NAME OF REPORTING PERSON
CCI Offshore 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 3,759,709; Class B 1,675,538
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
Class A 3,759,709; Class B 1,675,538
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Class A 3,759,709; Class B 1,675,538
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Class A 3.22%; Class B 2.33%
14 TYPE OF REPORTING PERSON*
OO
SCHEDULE 13D
Class A CUSIP No. 093679108; Class B CUSIP No. 093679207
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 4,807,571; Class B 2,272,567
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
Class A 4,807,571; Class B 2,272,567
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Class A 4,807,571; Class B 2,272,567
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 4.12%; Class B 3.16%
14 TYPE OF REPORTING PERSON*
PN
SCHEDULE 13D
Class A CUSIP No. 093679108; Class B CUSIP No. 093679207
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 4,807,571; Class B 2,272,567
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
Class A 4,807,571; Class B 2,272,567
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Class A 4,807,571; Class B 2,272,567
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 4.12%; Class B 3.16%
14 TYPE OF REPORTING PERSON*
PN
SCHEDULE 13D
Class A CUSIP No. 093679108; Class B CUSIP No. 093679207
NAME OF REPORTING PERSON
CCI Onshore 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 4,807,571; Class B 2,272,567
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
Class A 4,807,571; Class B 2,272,567
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Class A 4,807,571; Class B 2,272,567
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 4.12%; Class B 3.16%
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
0
8 SHARED VOTING POWER
Class A 10,709,100; Class B 4,935,131
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
Class A 10,709,100; Class B 4,935,131
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Class A 10,709,100; Class B 4,935,131
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 9.18%; Class B 6.85%
14 TYPE OF REPORTING PERSON*
IN
SCHEDULE 13D
Item 1. Security and Issuer
This Statement constitutes Amendment No. 1 to the Schedule 13D previously
filed on December 14, 2004. 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:
As of the close of business on February 17, 2005, the aggregate purchase
price of the 10,709,100 Class A Shares and 4,935,131 Class B Shares purchased by
High River, Icahn Master and Icahn Partners, collectively, was $94,304,142.33
(including commissions) and $41,251,847.66 (including commissions),
respectively. The source of funding for the purchase of these Shares was the
respective general working capital of the purchasers, and, with respect to High
River, pursuant to margin accounts in the regular course of business.
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 February 17, 2005, Registrants may be
deemed to beneficially own, in the aggregate, 10,709,100 Class A Shares and
4,935,131 Class B Shares, representing approximately 9.18% of the Issuer's
outstanding Class A Shares and approximately 6.85% of the Issuer's outstanding
Class B Shares (based upon the 116,693,634 Class A Shares and 72,000,000 Class B
Shares stated to be outstanding as of January 9, 2005 by the Issuer in the
Issuer's Registration Statement on Form S-4, filed with the Securities and
Exchange Commission on February 2, 2005).
(b) High River has sole voting power and sole dispositive power with
regard to 2,141,820 Class A Shares and 987,026 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 Master has sole voting power and sole
dispositive power with regard to 3,759,709 Class A Shares and 1,675,538 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 4,807,571 Class
A Shares and 2,272,567 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.
(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 February 17, 2005. All
such transactions were effected in the open market, and the tables include
commissions paid in per share prices.
No. of Class A
Shares Price
Name Date Purchased Per Class A Share
---- ---- -------------- -----------------
High River 12/14/04 62,720 9.0418
High River 2/14/05 70,000 9.2926
High River 2/15/05 130,000 9.4088
High River 2/17/05 613,000 9.1570
Icahn Master 12/14/04 102,861 9.0418
Icahn Master 2/14/05 142,800 9.2926
Icahn Master 2/15/05 265,200 9.4088
Icahn Master 2/17/05 1,250,520 9.1570
Icahn Partners 12/14/04 148,019 9.0418
Icahn Partners 2/14/05 137,200 9.2926
Icahn Partners 2/15/05 254,800 9.4088
Icahn Partners 2/17/05 1,201,480 9.1570
No. of Class B
Shares Price
Name Date Purchased Per Class B Share
---- ---- -------------- -----------------
High River 12/14/04 12,940 8.4686
High River 2/14/05 30,000 8.8980
High River 2/15/05 30,080 8.9643
High River 2/16/05 53,000 8.8592
High River 2/17/05 131,626 8.8063
Icahn Master 12/14/04 21,222 8.4686
Icahn Master 2/14/05 61,200 8.8980
Icahn Master 2/15/05 61,363 8.9643
Icahn Master 2/16/05 108,120 8.8592
Icahn Master 2/17/05 268,518 8.8063
Icahn Partners 12/14/04 30,538 8.4686
Icahn Partners 2/14/05 58,800 8.8980
Icahn Partners 2/15/05 58,957 8.9643
Icahn Partners 2/16/05 103,880 8.8592
Icahn Partners 2/17/05 257,987 8.8063
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: February 17, 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 #1 to Schedule 13D - Blockbuster, Inc.]
ICAHN OFFSHORE L.P.
By: /s/ Edward E. Mattner
---------------------
Name: Edward E. Mattner
Title: Authorized Signatory
CCI OFFSHORE LLC
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 LLC
By: /s/ Edward E. Mattner
---------------------
Name: Edward E. Mattner
Title: Authorized Signatory
/s/ Carl C. Icahn
-----------------
CARL C. ICAHN
[Signature Page of Amendment #1 to Schedule 13D - Blockbuster, Inc.]