-----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, JY77nVKEXF05rZXZx9/X0HyTIV3R36oENpUTm5U0j8Cyld/mGRo/VB2G8xzV87r5 Gyo3igpZrtC6TlsByvfJGg== 0000928475-09-000353.txt : 20090710 0000928475-09-000353.hdr.sgml : 20090710 20090709200337 ACCESSION NUMBER: 0000928475-09-000353 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090710 DATE AS OF CHANGE: 20090709 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: 09938046 BUSINESS ADDRESS: STREET 1: 13865 SUNRISE VALLEY DRIVE CITY: HERNDON STATE: VA ZIP: 20171 BUSINESS PHONE: 7035472000 MAIL ADDRESS: STREET 1: 13865 SUNRISE VALLEY DRIVE CITY: HERNDON STATE: VA ZIP: 20171 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 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: 212-702-4300 MAIL ADDRESS: STREET 1: C/O ICAHN ASSOCIATES CORP. STREET 2: 767 FIFTH AVE., SUITE 4700 CITY: NEW YORK STATE: NY ZIP: 10153 FORMER COMPANY: FORMER CONFORMED NAME: ICAHN CARL C ET AL DATE OF NAME CHANGE: 19950612 SC 13D/A 1 sch13damd19071009.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 19)* XO HOLDINGS, INC. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 98417K106 (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) July 9, 2009 (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 Item 1. Security and Issuer This statement constitutes Amendment No. 19 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, Amendment No. 6 filed on February 27, 2006, Amendment No. 7 filed on March 31, 2006, Amendment No. 8 filed on May 1, 2006, Amendment No. 9 filed on July 2, 2007, Amendment No. 10 filed on March 17, 2008, Amendment No. 11 filed on July 28, 2008, Amendment No. 12 filed on August 14, 2008, Amendment No. 13 filed on October 2, 2008, Amendment No. 14 filed on October 17, 2008 , Amendment No. 15 filed on January 5, 2009, Amendment No. 16 filed on February 6, 2009, Amendment No. 17 filed on April 1, 2009 and Amendment No. 18 filed on July 1, 2009 (as amended by Amendment Nos. 1, 2 ,3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17 and 18, the "Original 13D"), on behalf of the Filing Persons (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 of the Original 13D is hereby amended by adding the following: On July 9, 2009, ACF Industries Holding Corp. ("ACF Holding"), an entity wholly owned by Carl Icahn, the Chairman and holder of a majority of the outstanding Shares, sent a letter to the Issuer (the "ACF Holding Letter"), pursuant to which ACF Holding made a non-binding proposal to acquire all of the outstanding Shares which it does not own, for consideration in the form of cash of $0.55 net per share, representing a premium of approximately 100% over the $0.28 market price of the Shares as of the close of business on July 9, 2009. ACF Holding indicated that this transaction would not be subject to its ability to obtain financing or to the results of any due diligence review of the Issuer. ACF Holding suggested that the definitive agreement relating to this transaction provide that, in addition to the vote required by law, the transaction be approved by the holders of a majority of the Shares not held by Mr. Icahn or his affiliates. ACF Holding requested that the Issuer initiate the appropriate process so that the Issuer can commence reviewing and considering this proposal. In connection with the foregoing, ACF Holding noted that in no event is ACF Holding or its affiliates prepared to be a seller of its Shares in any transaction and that therefore it will not sell or transfer its Shares to a third party or vote in favor of a transaction which involves the sale or transfer of its shares to a third party. A copy of the ACF Holding Letter is filed as Exhibit 1 hereto and is incorporated herein by reference. The description herein of the ACF Holding Letter is qualified in its entirety by reference to the ACF Holding Letter filed herewith. Item 6. Contracts, Arrangements, Understandings or Relationship with Respect to Securities of the Issuer The information set forth above in Item 4 is incorporated herein by reference. Item 7. Material to be Filed as Exhibits Item 7 is hereby amended by the addition of the following: 1 The ACF Holding 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: July 10, 2009 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 ARNOS CORP. By: /s/ Keith Cozza --------------- Name: Keith Cozza Title: Authorized Signatory ARNOS SUB CORP. By: /s/ Keith Cozza --------------- Name: Keith Cozza Title: President BARBERRY CORP. By: /s/ Keith Cozza --------------- Name: Keith Cozza Title: Treasurer HOPPER INVESTMENTS LLC BY: Barberry Corp., its sole member By: /s/ Keith Cozza --------------- Name: Keith Cozza Title: Treasurer HIGH RIVER LIMITED PARTNERSHIP BY: Hopper Investments LLC, its general partner BY: Barberry Corp., its sole member By: /s/ Keith Cozza --------------- Name: Keith Cozza Title: Treasurer UNICORN ASSOCIATES CORPORATION By: /s/ Keith Cozza --------------- Name: Keith Cozza Title: Vice President /s/ Carl C. Icahn - ----------------- CARL C. ICAHN EXHIBIT 1 July 9, 2009 Carl Grivner Chief Executive Officer XO Holdings, Inc. 13865 Sunrise Valley Drive Herndon, VA 20171 Dear Carl: As you know, Carl C. Icahn, the Chairman of XO Holdings, Inc. (the "Company"), beneficially owns a majority of the outstanding shares of the Company's common stock (the "Common Stock") through ACF Industries Holding Corp. ("ACF Holding"). ACF Holding is interested in acquiring, either directly or through an affiliate, all of the shares of Common Stock which it does not own, in a transaction in which the acquirer merges with the Company, the exact form of the transaction to be determined jointly. Holders of Common Stock of the Company, other than ACF Holding and its affiliates, would receive consideration in the form of cash of $0.55 net per share, representing a premium of approximately 100% over the $0.28 market price of the shares as of the close of business on July 9, 2009. This transaction would not be subject to the acquirer's ability to obtain financing or to the results of any due diligence review of the Company. We suggest that the definitive agreement relating to this transaction provide that, in addition to the vote required by law, the transaction be approved by the holders of a majority of the shares of Common Stock not held by Mr. Icahn or his affiliates. Accordingly, ACF Holding hereby requests that you initiate the appropriate process so that the Company can commence reviewing and considering this proposal. In connection with the foregoing, please note that in no event is ACF Holding or its affiliates prepared to be a seller of its shares of Common Stock in any transaction and therefore it will not sell or transfer its shares to a third party or vote in favor of a transaction which involves the sale or transfer of its shares to a third party. This letter shall not constitute a binding agreement between us and no agreement shall exist between us regarding the foregoing unless and until we enter into mutually satisfactory definitive agreements. Please do not hesitate to contact the undersigned at 212-702-4300 with any questions or comments. Very truly yours, ACF INDUSTRIES HOLDING CORP. By: /s/ Keith Cozza -------------------- Name: Keith Cozza Title: Vice President -----END PRIVACY-ENHANCED MESSAGE-----