0000950123-05-001978.txt : 20120628 0000950123-05-001978.hdr.sgml : 20120628 20050217172614 ACCESSION NUMBER: 0000950123-05-001978 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050217 DATE AS OF CHANGE: 20050217 GROUP MEMBERS: BARBERRY CORP GROUP MEMBERS: CCI OFFSHORE LLC GROUP MEMBERS: CCI ONSHORE LLC GROUP MEMBERS: HIGH RIVER LIMITED PARTNERSHIP GROUP MEMBERS: HOPPER INVESTMENTS LLC GROUP MEMBERS: ICAHN OFFSHORE LP GROUP MEMBERS: ICAHN ONSHORE LP GROUP MEMBERS: ICAHN PARTNERS LP GROUP MEMBERS: ICAHN PARTNERS MASTER FUND LP 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: 05625029 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 y05993sc13dza.txt SC 13D/A 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.]