SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 18)*
Forest Laboratories, Inc.
(Name of Issuer)
Common Stock, Par Value $0.10
(Title of Class of Securities)
345838106
(CUSIP Number)
Keith Schaitkin, Esq.
Icahn Capital LP
767 Fifth Avenue, 47th Floor
New York, New York 10153
(212) 702-4300
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
August 22, 2012
(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 Section 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).
| 1 |
SCHEDULE 13D
CUSIP No. 345838106
1. NAME OF REPORTING PERSON
High River Limited Partnership
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) £
(b) £
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
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
5,943,016
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
5,943,016
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,943,016
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
£
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.24%
14 TYPE OF REPORTING PERSON
PN
| 2 |
SCHEDULE 13D
CUSIP No. 345838106
1. NAME OF REPORTING PERSON
Hopper Investments LLC
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
5,943,016
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
5,943,016
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,943,016
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
£
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.24%
14 TYPE OF REPORTING PERSON
OO
| 3 |
SCHEDULE 13D
CUSIP No. 345838106
1. NAME OF REPORTING PERSON
Barberry Corp.
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
5,943,016
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
5,943,016
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,943,016
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
£
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.24%
14 TYPE OF REPORTING PERSON
CO
| 4 |
SCHEDULE 13D
CUSIP No. 345838106
1. NAME OF REPORTING PERSON
Icahn Partners Master Fund LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) £
(b) £
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
£
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
9,590,623
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
9,590,623
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,590,623
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
£
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.61%
14 TYPE OF REPORTING PERSON
PN
| 5 |
SCHEDULE 13D
CUSIP No. 345838106
1. NAME OF REPORTING PERSON
Icahn Partners Master Fund II LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) £
(b) £
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
£
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
3,745,325
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
3,745,325
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,745,325
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
£
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.41%
14 TYPE OF REPORTING PERSON
PN
| 6 |
SCHEDULE 13D
CUSIP No. 345838106
1. NAME OF REPORTING PERSON
Icahn Partners Master Fund III LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) £
(b) £
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
£
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
1,651,194
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
1,651,194
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,651,194
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
£
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.62%
14 TYPE OF REPORTING PERSON
PN
| 7 |
SCHEDULE 13D
CUSIP No. 345838106
1. NAME OF REPORTING PERSON
Icahn Offshore LP
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
14,987,142
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
14,987,142
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,987,142
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
£
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.64%
14 TYPE OF REPORTING PERSON
PN
| 8 |
SCHEDULE 13D
CUSIP No. 345838106
1. NAME OF REPORTING PERSON
Icahn Partners LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) £
(b) £
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
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
8,784,934
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
8,784,934
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,784,934
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
£
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.31%
14 TYPE OF REPORTING PERSON
PN
| 9 |
SCHEDULE 13D
CUSIP No. 345838106
1. NAME OF REPORTING PERSON
Icahn Onshore LP
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
8,784,934
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
8,784,934
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,784,934
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
£
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.31%
14 TYPE OF REPORTING PERSON
PN
| 10 |
SCHEDULE 13D
CUSIP No. 345838106
1. NAME OF REPORTING PERSON
Icahn Capital LP
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
23,772,076
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
23,772,076
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,772,076
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
£
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.95%
14 TYPE OF REPORTING PERSON
PN
| 11 |
SCHEDULE 13D
CUSIP No. 345838106
1. NAME OF REPORTING PERSON
IPH GP LLC
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
23,772,076
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
23,772,076
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,772,076
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
£
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.95%
14 TYPE OF REPORTING PERSON
OO
| 12 |
SCHEDULE 13D
CUSIP No. 345838106
1. NAME OF REPORTING PERSON
Icahn Enterprises Holdings L.P.
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
23,772,076
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
23,772,076
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,772,076
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
£
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.95%
14 TYPE OF REPORTING PERSON
PN
| 13 |
SCHEDULE 13D
CUSIP No. 345838106
1. NAME OF REPORTING PERSON
Icahn Enterprises G.P. Inc.
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
23,772,076
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
23,772,076
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,772,076
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
£
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.95%
14 TYPE OF REPORTING PERSON
CO
| 14 |
SCHEDULE 13D
CUSIP No. 345838106
1. NAME OF REPORTING PERSON
Beckton Corp.
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
23,772,076
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
23,772,076
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,772,076
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
£
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.95%
14 TYPE OF REPORTING PERSON
CO
| 15 |
SCHEDULE 13D
CUSIP No. 345838106
1 NAME OF REPORTING PERSON
Carl C. Icahn
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
29,715,092
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
29,715,092
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
29,715,092
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
£
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.18%
14 TYPE OF REPORTING PERSON
IN
| 16 |
SCHEDULE 13D
Item 1. Security and Issuer
This statement constitutes Amendment No. 18 to the Schedule 13D relating to the Common Stock, par value $0.10 (the “Shares”), issued by Forest Laboratories, Inc. (the “Issuer”), and hereby amends the Schedule 13D filed with the Securities and Exchange Commission on June 17, 2011 and amended by Amendment Nos. 1 through 17 thereto (as amended, the "Initial Schedule 13D"), on behalf of the Reporting Persons (as defined in the Initial Schedule 13D), to furnish the additional information set forth herein. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Initial Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of the Initial Schedule 13D is hereby amended by replacing it in its entirety with the following:
The Reporting Persons hold, in the aggregate, 29,715,092 Shares. The aggregate purchase price of the Shares purchased by the Reporting Persons collectively was approximately $1.03 billion (including commissions). The source of funding for the purchase of these Shares was the general working capital of the respective purchasers. The Shares are held by the Reporting Persons in margin accounts together with other securities. Such margin accounts may from time to time have debit balances. Part of the purchase price of the Shares purchased by the Reporting Persons was obtained through margin borrowing. As of the close of business on August 22, 2012, the indebtedness of (i) High River’s margin account was approximately $44.0 million, (ii) Icahn Partners’ margin account was approximately $59.5 million, (iii) Icahn Master’s margin account was approximately $60.6 million, (iv) Icahn Master II’s margin account was approximately $22.7 million, and (v) Icahn Master III’s margin account was approximately $6.7 million.
Item 5. Interest in Securities of the Issuer
Items 5 (a) and (b) of the Initial Schedule 13D are hereby amended by replacing them in their entirety with the following:
For purposes of this Schedule 13D:
(a) The Reporting Persons may be deemed to beneficially own, in the aggregate, 29,715,092 Shares, representing approximately 11.18% of the Issuer's outstanding Shares (based upon the 265,693,834 Shares stated to be outstanding as of August 8, 2012 by the Issuer in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on August 9, 2012).
(b) High River has sole voting power and sole dispositive power with regard to 5,943,016 Shares. Each of Hopper, Barberry and Mr. 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 9,590,623 Shares. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn has shared voting power and shared dispositive power with regard to such Shares. Icahn Master II has sole voting power and sole dispositive power with regard to 3,745,325 Shares. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn has shared voting power and shared dispositive power with regard to such Shares. Icahn Master III has sole voting power and sole dispositive power with regard to 1,651,194 Shares. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. 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 8,784,934 Shares. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn has shared voting power and shared dispositive power with regard to such Shares.
| 17 |
Each of Hopper, Barberry and Mr. Icahn, by virtue of their relationships to High River (as disclosed in Item 2), may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Act”)) the Shares which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares for all other purposes. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to each of Icahn Master, Icahn Master II and Icahn Master III (as disclosed in Item 2), may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which each of Icahn Master, Icahn Master II and Icahn Master III directly beneficially owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares for all other purposes. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Partners (as disclosed in Item 2), may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares for all other purposes.
Item 5 (c) of the Initial Schedule 13D is hereby amended by the addition of the following:
(c) The following table sets forth all transactions with respect to Shares effected since August 14, 2012, the date of the last Schedule 13D filed by the Reporting Persons in respect of the Shares, inclusive of any transactions effected through 4:30 p.m., New York City time, on August 23, 2012. Except as otherwise noted below, all such transactions were purchases of Shares effected in the open market, and the table includes commissions paid in per share prices.
| 18 |
|
Name of Reporting Person |
Date of Transaction |
Amount of Securities |
Price Per Share |
| High River | 8/16/2012 | 40,000 | 33.85 |
| High River | 8/17/2012 | 5,000 | 33.97 |
| High River | 8/17/2012 | 166,600 | 34.05 |
| High River | 8/20/2012 | 74,310 | 34.14 |
| High River | 8/21/2012 | 146,492 | 34.35 |
| High River | 8/22/2012 | 125,724 | 34.53 |
| High River | 8/23/2012 | 112,555 | 34.59 |
| Icahn Partners | 8/17/2012 | 28,921 | 34.05 |
| Icahn Partners | 8/20/2012 | 109,842 | 34.14 |
| Icahn Partners | 8/21/2012 | 216,544 | 34.35 |
| Icahn Partners | 8/22/2012 | 185,844 | 34.53 |
| Icahn Partners | 8/23/2012 | 166,378 | 34.59 |
| Icahn Master | 8/17/2012 | 99,936 | 34.05 |
| Icahn Master | 8/20/2012 | 119,920 | 34.14 |
| Icahn Master | 8/21/2012 | 236,403 | 34.35 |
| Icahn Master | 8/22/2012 | 202,887 | 34.53 |
| Icahn Master | 8/23/2012 | 181,639 | 34.59 |
| Icahn Master II | 8/16/2012 | 108,291 | 33.85 |
| Icahn Master II | 8/17/2012 | 13,880 | 33.97 |
| Icahn Master II | 8/17/2012 | 373,070 | 34.05 |
| Icahn Master II | 8/20/2012 | 46,831 | 34.14 |
| Icahn Master II | 8/21/2012 | 92,320 | 34.35 |
| Icahn Master II | 8/22/2012 | 79,233 | 34.53 |
| Icahn Master II | 8/23/2012 | 70,933 | 34.59 |
| Icahn Master III | 8/16/2012 | 51,709 | 33.85 |
| Icahn Master III | 8/17/2012 | 6,120 | 33.97 |
| Icahn Master III | 8/17/2012 | 164,473 | 34.05 |
| Icahn Master III | 8/20/2012 | 20,648 | 34.14 |
| Icahn Master III | 8/21/2012 | 40,701 | 34.35 |
| Icahn Master III | 8/22/2012 | 34,930 | 34.53 |
| Icahn Master III | 8/23/2012 | 31,272 | 34.59 |
| 19 |
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: August 23, 2012
ICAHN PARTNERS MASTER FUND LP
ICAHN PARTNERS MASTER FUND II LP
ICAHN PARTNERS MASTER FUND III LP
ICAHN OFFSHORE LP
ICAHN PARTNERS LP
ICAHN ONSHORE LP
BECKTON CORP.
HOPPER INVESTMENTS LLC
BARBERRY CORP.
HIGH RIVER LIMITED PARTNERSHIP
By: Hopper Investments LLC, general partner
| By: | /s/ Edward E. Mattner | |
| Name: Edward E. Mattner | ||
| Title: Authorized Signatory |
ICAHN CAPITAL LP
By: IPH GP LLC, its general partner
By: Icahn Enterprises Holdings L.P., its sole member
By: Icahn Enterprises G.P. Inc., its general partner
IPH GP LLC
By: Icahn Enterprises Holdings L.P., its sole member
By: Icahn Enterprises G.P. Inc., its general partner
ICAHN ENTERPRISES HOLDINGS L.P.
By: Icahn Enterprises G.P. Inc., its general partner
ICAHN ENTERPRISES G.P. INC.
| By: | /s/ SungHwan Cho |
| Name: SungHwan Cho | |
| Title: Chief Financial Officer |
/s/ Carl C. Icahn_____________
CARL C. ICAHN
| 20 |