-----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, I/tMSu7qT5bIdm5YqZGzevqAIjp1tyutIap6PDDdmJZe9JSOaOpeQ1WnbA6hdJOH PZm/wqsTHQQimnOBa7QBmw== 0000928475-06-000112.txt : 20060331 0000928475-06-000112.hdr.sgml : 20060331 20060331143835 ACCESSION NUMBER: 0000928475-06-000112 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20060331 DATE AS OF CHANGE: 20060331 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: XO HOLDINGS INC CENTRAL INDEX KEY: 0001111634 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 541983517 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-59237 FILM NUMBER: 06727926 BUSINESS ADDRESS: STREET 1: 11111 SUNSET HILLS ROAD CITY: RESTON STATE: VA ZIP: 20190 BUSINESS PHONE: 7035472000 MAIL ADDRESS: STREET 1: 11111 SUNSET HILLS ROAD CITY: RESTON STATE: VA ZIP: 20190 FORMER COMPANY: FORMER CONFORMED NAME: XO COMMUNICATIONS INC DATE OF NAME CHANGE: 20001024 FORMER COMPANY: FORMER CONFORMED NAME: NEXTLINK COMMUNICATIONS INC/NEW DATE OF NAME CHANGE: 20000622 FORMER COMPANY: FORMER CONFORMED NAME: NM ACQUISITION CORP DATE OF NAME CHANGE: 20000411 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., SUITE 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., SUITE 4700 CITY: NEW YORK STATE: NY ZIP: 10153 SC 13D/A 1 sch13d7.txt AMENDMENT NO. 7 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 7)* XO Holdings, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 983764838 (CUSIP Number) Marc Weitzen, Esq. General Counsel Icahn Associates Corp. 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) March 30, 2006 (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 ss.ss. 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. 983764838 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 147,375,179 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 147,375,179 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 147,375,179 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 62.08% 14 TYPE OF REPORTING PERSON* IN SCHEDULE 13D CUSIP No. 983764838 1 NAME OF REPORTING PERSON Tramore 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) // 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 0 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% 14 TYPE OF REPORTING PERSON* OO SCHEDULE 13D CUSIP No. 983764838 1 NAME OF REPORTING PERSON Cardiff Holding 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) // 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 147,375,179 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 147,375,179 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 147,375,179 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 62.08% 14 TYPE OF REPORTING PERSON* OO SCHEDULE 13D CUSIP No. 983764838 1 NAME OF REPORTING PERSON ACF Industries Holding 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 147,375,179 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 147,375,179 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 147,375,179 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 62.08% 14 TYPE OF REPORTING PERSON* CO SCHEDULE 13D CUSIP No. 983764838 1 NAME OF REPORTING PERSON Highcrest Investors 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 147,375,179 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 147,375,179 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 147,375,179 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 62.08% 14 TYPE OF REPORTING PERSON* CO SCHEDULE 13D CUSIP No. 983764838 1 NAME OF REPORTING PERSON Buffalo Investors 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 New York NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 147,375,179 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 147,375,179 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 147,375,179 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 62.08% 14 TYPE OF REPORTING PERSON* CO SCHEDULE 13D CUSIP No. 983764838 1 NAME OF REPORTING PERSON Starfire Holding Corporation 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 147,375,179 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 147,375,179 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 147,375,179 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 62.08% 14 TYPE OF REPORTING PERSON* CO SCHEDULE 13D Item 1. Security and Issuer This statement constitutes Amendment No. 7 to the Schedule 13D relating to the shares of Common Stock, par value $0.01 per share (the "Shares"), of XO Holdings, Inc., a Delaware corporation (the "Issuer"), and amends the Schedule 13D relating to the Shares filed on January 27, 2003 and amended by each of Amendment No. 1 filed on October 24, 2003, Amendment No. 2 filed on January 27, 2004, Amendment No. 3 filed on June 22, 2004, Amendment No. 4 filed on August 10, 2004, Amendment No. 5 filed on February 17, 2006 and Amendment No. 6 filed on February 27, 2006 (as amended by Amendments Nos. 1, 2 ,3, 4, 5 and 6, the "Original 13D"), on behalf of the Registrants (as defined in the Original 13D). Capitalized terms used herein and not otherwise defined have the respective meanings ascribed thereto in the Original 13D. Item 4. Purpose of Transaction Item 4 is hereby amended by adding the following: On March 27, 2006, Elk Associates LLC ("Elk"), an entity affiliated with the Registrants that had entered into the Equity Purchase Agreement (the "Purchase Agreement") with the Issuer providing for the sale to Elk of the Issuer's national wireline telecommunications business, notified the Special Committee (the "Special Committee") of the Issuer's Board of Directors (the "Board") that Elk intends to exercise its termination rights under the Purchase Agreement in the event that the pending litigation relating to the transactions contemplated by the Purchase Agreement has not ended by July 3, 2006, the outside date under the Purchase Agreement. In addition, Elk indicated that given the foregoing, Elk would be willing to mutually terminate the Purchase Agreement at the present time and would not seek damages or a breakup fee in order to avoid unnecessary further distractions and costs to the Issuer. On March 30, 2006, the Issuer and Elk executed a letter agreement (the "Termination Letter") pursuant to which the Issuer and Elk terminated the Purchase Agreement by mutual consent. The foregoing description of the Termination Letter is qualified in its entirety by reference to the Termination Letter a copy of which is filed herewith as Exhibit K. Item 5. Interest in Securities of the Issuer Item 5 is hereby amended by deleting it in its entirety and replacing it with the following: (a) Tramore does not beneficially own any Shares. As of March 31, 2006, the Filing Persons (other than Tramore) may be deemed to beneficially own in the aggregate 147,375,179 Shares constituting approximately 62.08% of the outstanding Shares (based upon (i) the 181,933,035 Shares stated to be issued and outstanding by the Issuer, (ii) the 10,073,680 Shares issuable upon exercise of the Warrants beneficially held by the Filing Persons and (iii) the 45,381,866 Shares issuable upon conversion of the 3,800,000 Convertible Preferred Shares beneficially held by the Filing Persons. The 45,381,866 Shares issuable upon conversion of the 3,800,000 Convertible Preferred Shares reflect an increase of 4,256,325 Shares since August 6, 2004, the date the Filing Persons obtained beneficial ownership of the 3,800,000 Convertible Preferred Shares as reported herein, as a result of the liquidation preference on the Convertible Preferred Shares which accretes quarterly at a rate of 1.5%. The 147,375,179 Shares beneficially owned by the Filing Persons reflect an aggregate of 513,769 Shares and an aggregate of 2,568,861 Shares issuable upon exercise of the Warrants, in each case that were issued to the Filing Persons on February 23, 2006 in exchange for senior notes held by the Filing Persons in connection with the Issuer's Third Amended Plan of Reorganization. ACF Holding may, by virtue of its ownership of 100% of the interest in Cardiff, be deemed to beneficially own the securities as to which Cardiff possesses direct beneficial ownership. ACF Holding disclaims beneficial ownership of such securities for all other purposes. Highcrest may, by virtue of its ownership of 100% of the interest in ACF Holding, be deemed to beneficially own the securities as to which ACF Holding possesses indirect beneficial ownership. Highcrest disclaims beneficial ownership of such securities for all other purposes. Buffalo may, by virtue of its ownership of approximately 99% of the interest in Highcrest, be deemed to beneficially own the securities as to which Highcrest possesses indirect beneficial ownership. Buffalo disclaims beneficial ownership of such securities for all other purposes. Starfire may, by virtue of its ownership of 100% of the interest in Buffalo, be deemed to beneficially own the securities as to which Buffalo possesses indirect beneficial ownership. Starfire disclaims beneficial ownership of such securities for all other purposes. Mr. Icahn may, by virtue of his ownership of 100% of the interest in Starfire, be deemed to beneficially own the securities as to which Starfire possesses indirect beneficial ownership. Mr. Icahn disclaims beneficial ownership of such securities for all other purposes. (b) Cardiff has the sole power to vote or to direct the vote and to dispose or direct the disposition of 147,375,179 Shares. ACF Holding, Highcrest, Buffalo, Starfire and Mr. Icahn may, by virtue of its or his ownership interest in Cardiff, ACF Holding, Highcrest, Buffalo and Starfire, respectively, be deemed to share with Cardiff the power to vote or to direct the vote and to dispose or to direct the disposition of the 147,375,179 Shares. (c) The only transactions effected within the past 60 days in the Shares are set forth in this Item 5. (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer Item 6 is hereby amended by adding the following: On March 30, 2006, the Issuer and Elk executed the Termination Letter as described in Item 4 hereof. Item 7. Material to be Filed as Exhibits Exhibit K Termination Letter 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: March 31, 2006 TRAMORE LLC By: /s/ Edward E. Mattner Name: Edward E. Mattner Title: Authorized Signatory CARDIFF HOLDING LLC By: /s/ Edward E. Mattner Name: Edward E. Mattner Title: Authorized Signatory ACF INDUSTRIES HOLDING CORP. By: /s/ Keith Cozza Name: Keith Cozza Title: Vice President HIGHCREST INVESTORS CORP. By: /s/ Keith Cozza Name: Keith Cozza Title: Vice President BUFFALO INVESTORS CORP. By: /s/ Edward E. Mattner Name: Edward E. Mattner Title: President STARFIRE HOLDING CORPORATION By: /s/ Keith Cozza Name: Keith Cozza Title: Treasurer /s/ Carl C. Icahn CARL C. ICAHN [Signature Page of Amendment No. 7 to Schedule 13D - XO Holdings, Inc.] EX-99.1 2 exhibitlterminationletter.txt TERMINATION LETTER EXHIBIT K Execution Version March 30, 2006 Elk Associates LLC c/o Icahn Associates Corp. 47th Floor 767 Fifth Avenue New York, New York 10153 Re: Termination of Equity Purchase Agreement, dated as of November 4,2005, as amended (the "Equity Purchase Agreement") Gentlemen: Pursuant to the recommendation of the Special Committee of our Board of Directors, our Board of Directors has determined that mutual termination of the Equity Purchase Agreement, without damages or a break-up fee, is, under the circumstances, in the best interests of XO Holdings, Inc. and therefore, we hereby agree to terminate the Equity Purchase Agreement by mutual consent. Please confirm your agreement to likewise terminate the Equity Purchase Agreement by your signature in the space provided below. Very truly yours, XO HOLDINGS, INC. By: /s/ Carl Grivner Name:Carl Grivner Title: Chief Executive Officer Acknowledged and agreed: ELK ASSOCIATES LLC By: Edward E. Mattner Name: Edward E. Mattner Title: Treasurer -----END PRIVACY-ENHANCED MESSAGE-----