-----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, DtVMg6yaBB0Gp4ojOGWEl1+UINv22uzGbn2sWMI7XF+uKnHevTr8IW4n7gX+RroS YJEAQBuaY4Se+JoQQkFYdw== 0000928475-03-000102.txt : 20030801 0000928475-03-000102.hdr.sgml : 20030801 20030801165344 ACCESSION NUMBER: 0000928475-03-000102 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030801 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: REGISTER COM INC CENTRAL INDEX KEY: 0001091284 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 113239091 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-59163 FILM NUMBER: 03818579 BUSINESS ADDRESS: STREET 1: 575 EIGHTH AVE STREET 2: 11TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: 2127989100 MAIL ADDRESS: STREET 1: 575 8TH AVE STREET 2: 11TH FL CITY: NEW YORK STATE: NY ZIP: 10018 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ICAHN CARL C ET AL CENTRAL INDEX KEY: 0000921669 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 100 SOUTH BEDFORD ROAD CITY: MT KISCO STATE: NY ZIP: 10549 BUSINESS PHONE: 9142427700 MAIL ADDRESS: STREET 1: 200 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10166 SC 13D 1 sch13d.txt REGISTER.COM, INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.__)* Register.com, Inc. (Name of Issuer) Common Stock, par value $.0001 per share (Title of Class of Securities) 75914G101 (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) July 22, 2003 (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 CUSIP No. 75914G101 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) // 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 2,882,401 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 2,882,401 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,882,401 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* // 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.98% 14 TYPE OF REPORTING PERSON* PN SCHEDULE 13D CUSIP No. 75914G101 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) // 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 2,882,401 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 2,882,401 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,882,401 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* // 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.98% 14 TYPE OF REPORTING PERSON* CO SCHEDULE 13D CUSIP No. 75914G101 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 0 8 SHARED VOTING POWER 2,882,401 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 2,882,401 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,882,401 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* // 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.98% 14 TYPE OF REPORTING PERSON* IN SCHEDULE 13D Item 1. Security and Issuer This Schedule 13D relates to the common shares, $.0001 par value (the "Shares"), of Register.com, Inc., a Delaware corporation (the "Issuer"). The address of the principal executive offices of the Issuer is 575 Eighth Avenue, 8th Floor, New York, New York 10018. Item 2. Identity and Background The persons filing this statement are Barberry Corp., a Delaware corporation ("Barberry"), High River Limited Partnership, a Delaware limited partnership ("High River") and Carl C. Icahn, a citizen of the United States of America (collectively, the "Registrants"). The principal business address and the address of the principal office of the Registrants is 100 South Bedford Road, Mount Kisco, New York 10549, except Carl C. Icahn's principal business address is c/o Icahn Associates Corp., 767 Fifth Avenue, 47th Floor, New York, New York 10153. Barberry is the general partner of High River. Barberry is 100 percent owned by Carl C. Icahn. As such, Mr. Icahn is in a position directly and indirectly to determine the investment and voting decisions made by Registrants. Each of Barberry and High River is primarily engaged in the business of investing in securities. Carl C. Icahn's present principal occupation or employment is acting as President and a Director of Starfire Holding Corporation, a Delaware corporation ("Starfire"), and as the Chairman of the Board and Director of various of Starfire's subsidiaries, including ACF Industries, Incorporated, a New Jersey corporation ("ACF"). Starfire is primarily engaged in the business of holding, either directly or through its subsidiaries, a majority of the common stock of ACF. ACF is primarily engaged in the business of leasing, selling and manufacturing railroad freight and tank cars. The name, citizenship, present principal occupation or employment and business address of each director and executive officer of High River and Barberry, are set forth in Schedule A attached hereto. Except as set forth on Schedule B, no member of High River or Barberry nor any manager or executive officer of High River or Barberry, has, during the past five years, (a) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (b) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting, or mandating activities subject to, Federal or State securities laws or a finding of any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration As of the close of business on August 1, 2003, the aggregate purchase price of 2,882,401 Shares purchased by High River was $17,004,152.70 (excluding commissions). The source of funding for the purchase of these Shares was general working capital of High River. Item 4. Purpose of Transaction Registrants acquired the Shares believing them to be undervalued. However, Registrants have, in the past, had preliminary discussions with Issuer concerning commencement of a process which could, ultimately, have led to Registrants seeking to acquire Issuer alone or together with others. On July 31, 2003, the Issuer rejected Registrants' suggestion that they be permitted to conduct diligence with a view to making a bid at slightly above the price at which Issuer announced it would conduct a self-tender offer. These discussions are not ongoing but Registrants reserve the right to seek to have further discussions with Issuer in the future or to take whatever other action or no action Registrants deem appropriate. Registrants may acquire additional Shares at any time and from time to time in the open market or otherwise. In addition, Registrants may dispose of all or any portion of the Shares at any time or from time to time in the open market or otherwise. Item 5. Interest in Securities of the Issuer (a) As of the close of the business day on August 1, 2003, Registrants may be deemed to beneficially own, in the aggregate, 2,882,401 Shares, representing approximately 6.98% of the Issuer's outstanding Shares (based upon the 41,266,135 Shares stated to be outstanding as of July 7, 2003 by the Issuer in the Issuer's proxy statement on Form 14A filed with the Securities and Exchange Commission on July 8, 2003). (b) High River has sole voting power and sole dispositive power with regard to 2,882,401 Shares. Each of Barberry and Carl C. Icahn has shared voting power and shared dispositive power with regard to such Shares. Barberry and Mr. Icahn, by virtue of their relationships to High River (as disclosed in Item 2), may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River directly beneficially owns. Each of Mr. Icahn and Barberry disclaims beneficial ownership of such Shares for all other purposes. (c) The following table sets forth all transactions with respect to Shares effected during the past sixty (60) days by any of the Registrants. All such transactions were effected in the open market, the table excludes commissions paid. No. of Shares Price Name Date Purchased Per Share High River 6/5/03 8,700 5.92 High River 6/6/03 12,000 5.9256 High River 6/9/03 30,000 5.9263 High River 6/10/03 342,348 5.9667 High River 6/11/03 55,200 5.9388 High River 6/12/03 14,965 6.00 High River 6/13/03 11,500 5.9557 High River 6/16/03 24,300 5.9955 High River 6/17/03 14,562 5.9865 High River 6/18/03 20,350 5.9646 High River 6/19/03 42,976 5.9837 High River 6/20/03 14,900 5.9838 High River 6/23/03 24,000 5.963 High River 6/24/03 16,100 5.932 High River 6/25/03 52,900 5.9083 High River 6/26/03 15,000 5.9459 High River 6/27/03 16,379 5.9111 High River 6/30/03 21,300 5.9018 High River 7/1/03 2,858 5.9785 High River 7/7/03 2,100 5.9914 High River 7/10/03 10,289 5.9911 High River 7/11/03 19,393 5.999 High River 7/15/03 10,006 5.9685 High River 7/16/03 10,000 5.994 High River 7/17/03 23,000 5.8807 High River 7/18/03 7,174 5.8445 High River 7/21/03 9,750 5.74512 High River 7/22/03 12,793 5.7663 High River 7/23/03 339,760 6.0229 High River 7/24/03 13,000 6.0514 High River 7/25/03 22,222 6.0235 High River 7/29/03 11,626 6.0287 High River 7/30/03 26,800 6.0167 High River 7/31/03 13,400 5.9977 High River 8/01/03 383,050 6.1787
Item 6. Cont racts, 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. Item 7. Material to be Filed as Exhibits 1 Joint Filing Agreement of the Registrants SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: August 1, 2003 BARBERRY CORP. By: /s/ Edward E. Mattner Name: Edward E. Mattner Title: Authorized Signatory HIGH RIVER LIMITED PARTNERSHIP By: BARBERRY CORP., General Partner By: /s/ Edward E. Mattner Name: Edward E. Mattner Title: Authorized Signatory /s/ Carl C. Icahn CARL C. ICAHN [Signature Page of Schedule 13D with respect to Register.com, Inc.] JOINT FILING AGREEMENT In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, $.01 par value, of Perry Ellis International, Inc., and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement this 1st day of August, 2003. BARBERRY CORP. By: /s/ Edward E. Mattner Name: Edward E. Mattner Title: Authorized Signatory HIGH RIVER LIMITED PARTNERSHIP By: BARBERRY CORP., General Partner By: /s/ Edward E. Mattner Name: Edward E. Mattner Title: Authorized Signatory /s/ Carl C. Icahn CARL C. ICAHN [Signature Page of Joint Filing Agreement to Schedule 13D with respect to Register.com, Inc.] SCHEDULE A DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANTS Name, Business Address and Principal Occupation of Each Executive Officer and Director of High River and Barberry. The following sets forth the name, position, and principal occupation of each director and executive officer of High River and Barberry. Each such person is a citizen of the United States of America. Except as otherwise indicated, the business address of each director and officer is c/o Icahn Associates Corp., 767 Fifth Avenue, 47th Floor, New York, New York 10153. To the best of Registrants' knowledge, except as set forth in this statement on Schedule 13D, none of the directors or executive officers of the Registrants own any shares of the Issuer. HIGH RIVER LIMITED PARTNERSHIP Name Position - ---- -------- Barberry Corp. General Partner Highcrest Investors Limited Partner Corp. BARBERRY CORP. Name Position - ---- -------- Carl C. Icahn Chairman, President and Secretary Edward E. Mattner Authorized Signatory Gail Golden Authorized Signatory Robert J. Mitchell Authorized Signatory Jordan Bleznick Vice President - Taxes SCHEDULE B ----------- On January 5, 2001, Reliance Group Holdings, Inc. ("Reliance") commenced an action in the United States District Court for the Southern District of New York against "Carl C. Icahn, Icahn Associates Corp. and High River Limited Partnership" alleging that High River's tender offer for Reliance 9% senior notes violated Section 14(e) of the Exchange Act. Reliance sought a temporary restraining order and preliminary and permanent injunctive relief to prevent defendants from purchasing the notes. The Court initially imposed a temporary restraining order. Defendants then supplemented the tender offer disclosures. The Court conducted a hearing on the disclosures and other matters raised by Reliance. It then denied plaintiffs' motion for a preliminary injunction and ordered dissolution of its temporary restraining order following dissemination of the supplement. Reliance took an immediate appeal to the United States Court of Appeals for the Second Circuit and sought a stay to restrain defendants from purchasing notes during the pendency of the appeal. On January 30, 2001, the Court of Appeals denied plaintiff's stay application. On January 30, Reliance also sought a further temporary restraining order from the District Court. The Court considered the matter and reimposed its original restraint until noon the next day, at which time the restraint was dissolved. The appeal was argued on March 9 and denied on March 22, 2001. -----END PRIVACY-ENHANCED MESSAGE-----