-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GtsQyQMEabud9obaxYt8FbbCZVIaQIh26RHcRCAWxcwgxNX7ReSwD7s8wdwiPq9k SJQ5Wqrm2OOHcjAYMWS/+g== 0000928475-07-000315.txt : 20071012 0000928475-07-000315.hdr.sgml : 20071012 20071012154426 ACCESSION NUMBER: 0000928475-07-000315 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20071012 DATE AS OF CHANGE: 20071012 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BEA SYSTEMS INC CENTRAL INDEX KEY: 0001031798 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 770394711 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-52639 FILM NUMBER: 071169617 BUSINESS ADDRESS: STREET 1: 2315 NORTH FIRST STREET STREET 2: - CITY: SAN JOSE STATE: CA ZIP: 95131 BUSINESS PHONE: 4085708000 MAIL ADDRESS: STREET 1: 2315 NORTH FIRST STREET STREET 2: - CITY: SAN JOSE STATE: CA ZIP: 95131 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ICAHN CARL C ET AL CENTRAL INDEX KEY: 0000921669 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 000000000 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O ICAHN CAPITAL MANAGEMENT LP STREET 2: 767 FIFTH AVE., SUITE 4700 CITY: NEW YORK STATE: NY ZIP: 10153 BUSINESS PHONE: 2127024300 MAIL ADDRESS: STREET 1: C/O ICAHN CAPITAL MANAGEMENT LP STREET 2: 767 FIFTH AVE., SUITE 4700 CITY: NEW YORK STATE: NY ZIP: 10153 SC 13D/A 1 sch13damd5101207.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.5)* BEA Systems, Inc. (Name of Issuer) Common Stock, Par Value $.001 (Title of Class of Securities) 073325102 (CUSIP Number) Keith Schaitkin, Esq. Icahn Capital Management LP 767 Fifth Avenue, 47th Floor New York, New York 10153 (212) 702-4380 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 12, 2007 (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 Item 1. Security and Issuer The Schedule 13D filed with the Securities and Exchange Commission on September 14, 2007 by the Reporting Persons (the "Initial 13D"), as amended by the Amendment No. 1 to the Initial 13D, filed on September 20, 2007, Amendment No. 2 to the Initial 13D, filed on October 2, 2007, Amendment No. 3 to the Initial 13D, filed on October 3, 2007 and Amendment No. 4 to the Initial 13D, filed on October 10, 2007 (collectively, the "Amendments", and together with the Initial 13D, the "Schedule 13D"), with respect to the shares of Common Stock, par value $.001 (the "Shares"), issued by BEA Systems, Inc. (the "Issuer"), is hereby amended to furnish the additional information set forth herein. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D. Item 4. Purpose of Transaction Item 4 of the Schedule 13D is hereby amended by adding the following: On October 12, 2007, Carl Icahn issued a press release and delivered a letter to the Issuer in response to the Issuer's letter sent to Oracle Corporation on October 11, 2007. Carl Icahn's press release, which includes his letter, is attached hereto and is incorporated herein by reference. Item 7. Material to be Filed as Exhibits 1. Carl C. Icahn Press Release, dated October 12, 2007 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: October 12, 2007 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 Schedule 13D Amend. No. 5 - BEA Systems, Inc.] EXHIBIT I FOR IMMEDIATE RELEASE CONTACT: SUSAN GORDON: (212) 702-4309 CARL ICAHN ISSUES STATEMENT CONCERNING BEA'S LETTER TO ORACLE NEW YORK, NEW YORK, OCTOBER 12, 2007 - Today, Carl C. Icahn announced that he sent the following letter to BEA Systems, Inc. concerning BEA's letter to Oracle. October 12, 2007 BEA Systems, Inc. 2315 North First Street San Jose, California 95131 Attn.: Chief Executive Officer Dear Alfred: I am pleased to see that BEA received a bid from Oracle which proposed to acquire BEA at $17 per share. I also see that BEA believes that the Oracle bid is too low, a belief I share, and that BEA therefore rejected the Oracle bid. As per our last conversation, I agree that BEA has great technology as well as great promise in SOA, virtualization, and growth in the Chinese market, and would be of great strategic value to a synergistic acquirer. However, as the largest stockholder in BEA and as I have already stated, "consolidation in the technology industry is leading to increased competition that may place independent software vendors at a competitive disadvantage and that BEA staying independent might be almost dangerous to shareholder value." Therefore, I strongly suggest that you use the momentum afforded by the Oracle proposal to seek to sell the Company either (a) in an auction process in an expeditious manner to the highest credible bidder or (b) by accepting a preemptive bid at a compelling valuation. Very truly yours, /s/ Carl C. Icahn ----------------- Carl C. Icahn -----END PRIVACY-ENHANCED MESSAGE-----