-----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, RCSTwfp3XFDKHhxikXdEQunH2h8jxJYZHjeaLfU28qgKx8GwVsLGinH7SZUotzcf gKqTv+D7ot0lz6ZgPI7wRQ== 0000928475-05-000223.txt : 20051116 0000928475-05-000223.hdr.sgml : 20051116 20051116171414 ACCESSION NUMBER: 0000928475-05-000223 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20051116 DATE AS OF CHANGE: 20051116 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BLOCKBUSTER INC CENTRAL INDEX KEY: 0001085734 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-VIDEO TAPE RENTAL [7841] IRS NUMBER: 521655102 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-56849 FILM NUMBER: 051210563 BUSINESS ADDRESS: STREET 1: 1201 ELM STREET CITY: DALLAS STATE: TX ZIP: 75270 BUSINESS PHONE: 2148543000 MAIL ADDRESS: STREET 1: 1201 ELM STREET CITY: DALLAS STATE: TX ZIP: 75270 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 ASSOCIATES CORP STREET 2: 767 FIFTH AVE #4700 CITY: NEW YORK STATE: NY ZIP: 10153 BUSINESS PHONE: 2127024300 MAIL ADDRESS: STREET 1: C/O ICAHN ASSOCIATES CORP STREET 2: 767 FIFTH AVE #4700 CITY: NEW YORK STATE: NY ZIP: 10153 SC 13D/A 1 bbi13da.txt 11/15/05 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.] -----END PRIVACY-ENHANCED MESSAGE-----