-----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, GLS4ZBruF0kRE/CFDvi1yLr8mZNrhhrQJqvOzzZvtcENQdjdMYEuxM44pbHWOo4s uvvARhHMGlh0eMPC6PFYAA== 0000928475-10-000012.txt : 20100709 0000928475-10-000012.hdr.sgml : 20100709 20100709171824 ACCESSION NUMBER: 0000928475-10-000012 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100709 DATE AS OF CHANGE: 20100709 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LIONS GATE ENTERTAINMENT CORP /CN/ CENTRAL INDEX KEY: 0000929351 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE & VIDEO TAPE PRODUCTION [7812] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-55587 FILM NUMBER: 10946873 BUSINESS ADDRESS: STREET 1: 555 BROOKSBANK AVENUE CITY: NORTH VANCOUVER STATE: A1 ZIP: V7J3S5 BUSINESS PHONE: 604-983-5555 MAIL ADDRESS: STREET 1: 555 BROOKSBANK AVENUE CITY: NORTH VANCOUVER STATE: A1 ZIP: V7J 3S5 FORMER COMPANY: FORMER CONFORMED NAME: BERINGER GOLD CORP DATE OF NAME CHANGE: 19970618 FORMER COMPANY: FORMER CONFORMED NAME: GUYANA GOLD CORP DATE OF NAME CHANGE: 19960212 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 lgfsch13damd36070910.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 36)* Lions Gate Entertainment Corp. (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 535919203 (CUSIP Number) Keith Schaitkin, Esq. Icahn Capital LP 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, 2010 (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). SCHEDULE 13D Item 1. Security and Issuer The Schedule 13D filed with the Securities and Exchange Commission on October 20, 2008 (the "Initial 13D") by the Reporting Persons with respect to the shares of Common Stock, no par value (the "Shares"), issued by Lions Gate Entertainment Corp. (the "Issuer"), is hereby amended 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 13D. Item 4. Purpose of Transaction Item 4 of the Initial 13D is hereby amended to add the following: On July 9, 2010, Carl C. Icahn entered into a letter agreement (the "Agreement") with the Issuer. Pursuant to the Agreement, among other things, the Issuer and Mr. Icahn have agreed to work together on certain acquisition opportunities beginning on July 9, 2010 and ending on July 19, 2010, and the Issuer agreed to refrain from specified actions during that period. The foregoing description is only a summary, is not complete, should be read together with, and is qualified in its entirety by reference to, the entire Agreement, which has been filed herewith as Exhibit 1, and is incorporated herein by reference. Item 6. Contracts, Arrangements, Understandings or Relationship with Respect to Securities of the Issuer Item 6 of the Initial 13D is hereby amended to add the following: The information set forth in Item 4 above is incorporated herein by reference. Item 7. Exhibits 1. Letter, dated as of July 9, 2010, from Lions Gate Entertainment Corp. to Carl C. Icahn. 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 9, 2010 HIGH RIVER LIMITED PARTNERSHIP By: Hopper Investments LLC, general partner By: Barberry Corp., sole member By: /s/ Edward Mattner -------------------- Name: Edward Mattner Title: Authorized Signatory HOPPER INVESTMENTS LLC By: Barberry Corp., sole member By: /s/ Edward Mattner -------------------- Name: Edward Mattner Title: Authorized Signatory BARBERRY CORP. By: /s/ Edward Mattner -------------------- Name: Edward Mattner Title: Authorized Signatory ICAHN PARTNERS MASTER FUND LP By: /s/ Edward E. Mattner ------------------------ Name: Edward E. Mattner Title: Authorized Signatory ICAHN PARTNERS MASTER FUND II LP By: /s/ Edward E. Mattner ------------------------ Name: Edward E. Mattner Title: Authorized Signatory ICAHN PARTNERS MASTER FUND III LP By: /s/ Edward E. Mattner ------------------------ Name: Edward E. Mattner Title: Authorized Signatory ICAHN OFFSHORE LP By: /s/ Edward E. Mattner ------------------------ Name: Edward E. Mattner Title: Authorized Signatory ICAHN PARTNERS LP By: /s/ Edward E. Mattner ------------------------ Name: Edward E. Mattner Title: Authorized Signatory ICAHN ONSHORE LP By: /s/ Edward E. Mattner ------------------------ Name: Edward E. Mattner Title: Authorized Signatory ICAHN CAPITAL LP By: /s/ Edward E. Mattner ------------------------ Name: Edward E. Mattner Title: Authorized Signatory IPH GP LLC By: /s/ Edward E. Mattner ------------------------ Name: Edward E. Mattner Title: Authorized Signatory ICAHN ENTERPRISES HOLDINGS L.P. By: Icahn Enterprises G.P. Inc., its general partner By: /s/ Dominick Ragone --------------------- Name: Dominick Ragone Title: Chief Financial Officer ICAHN ENTERPRISES G.P. INC. By: /s/ Dominick Ragone --------------------- Name: Dominick Ragone Title: Chief Financial Officer BECKTON CORP. By: /s/ Edward E. Mattner ------------------------ Name: Edward E. Mattner Title: Authorized Signatory /s/ Carl C. Icahn - -------------------- CARL C. ICAHN [Signature Page of Amendment No. 36 to Schedule 13D - Lions Gate Entertainment Corp.] EXHIBIT 1 Lions Gate Entertainment Corp. 2700 Colorado Avenue, Suite 200 Santa Monica, California 90404 July 9, 2010 Mr. Carl C. Icahn Icahn Capital LP 767 Fifth Avenue, 47th Floor New York, NY 10153 Gentlemen: Each of Lions Gate Entertainment Corp. and its subsidiaries ("Lions Gate") and Carl C. Icahn and his affiliates ("Icahn") hereby agree that, beginning today and ending at midnight, New York City time, on July 19, 2010 (the "End Date"), Icahn and Lions Gate will work together on certain acquisition opportunities. Lions Gate hereby agrees that, beginning today and ending on the End Date, it will not: (i) issue, agree to issue, or authorize or propose the issuance of, any securities to, or enter into any agreement, contract or understanding outside the ordinary course of business with, any member of its board of directors or their affiliates; (ii) engage in active negotiations for any transaction that would involve the issuance or agreement to issue common stock (or securities or instruments convertible into common stock) of Lions Gate in excess of 5.0% of Lions Gate's currently outstanding common stock (other than any acquisition opportunity that Icahn and Lions Gate are working together as contemplated above); (iii) arrange for, or encourage, any other person or entity to purchase, any securities of Lions Gate outside of the ordinary course of business, or (iv) issue or agree to issue, any securities of Lions Gate outside of the ordinary course of business; provided that in each of cases (ii), (iii) and (iv) that nothing in this paragraph shall limit or in any way restrict Lions Gate's ability to (A) issue common stock of Lions Gate in an aggregate amount not in excess of 5.0% of Lions Gate's currently outstanding common stock in transactions involving the acquisition of securities, property or other assets, including by way of merger, reorganization or otherwise or (B) continue to engage in ordinary course investor relations activities. Lions Gate hereby agrees that, beginning today and ending at midnight, New York City time, on the date that is 45 days after the End Date, Lions Gate will not set a record date in connection with the 2010 annual meeting of shareholders or any special meeting of shareholders. Lions Gate hereby agrees that, within one (1) business day following the End Date (such date, the "Disclosure Deadline"), Lions Gate will: (i) publicly disclose all and any material non-public information received or otherwise made known to Icahn by, from or on behalf of Lions Gate, or its directors, officers, employees or agents (the "Information") so that Icahn will no longer be in possession of material, non-public information as a result of having received such Information from Lions Gate or its directors, officers, employees or agents; (ii) simultaneously with such disclosure, provide Icahn with written notice of such disclosure (the "Disclosure Notice"), together with an unqualified opinion of Lions Gate's legal counsel confirming the Disclosure Notice (the "Opinion"), which written notice states that Icahn is no longer in possession of material, non-public information as a result of Icahn having received such Information Gate from Lions Gate or its directors, officers employees or agents; (iii) to the extent Lions Gate has not delivered the Disclosure Notice and the Opinion by the Disclosure Deadline, Lions Gate hereby consents that Icahn may publicly disclose all Information which Icahn received from Lions Gate or its directors, officers, employees or agents; provided, that Icahn shall prior to so disclosing provide Lions Gate with a copy of the proposed disclosure and a reasonable opportunity (not to exceed one (1) business day) to comment thereon. Each of Lions Gate and Icahn agrees that, in the event that any of them were to violate any provision of this Agreement or fail to perform any obligation under this Agreement in accordance with its specific terms, the other parties hereto would suffer irreparable injury, for which there may be no adequate remedy at law. Consequently, each of Lions Gate and Icahn agrees that, in the event of a breach or threatened breach of this Agreement by Lions Gate and Icahn, the other parties shall be entitled, in addition to any other remedies to which they may be entitled at law, to equitable relief, including an injunction, to prevent any breaches and to enforce specifically this Agreement's terms and provisions. Each of Lions Gate and Icahn also agrees that any such equitable relief may be sought without the obligation of posting any bond or surety. This agreement was approved by the board of directors of Lions Gate. Very truly yours, LIONS GATE ENTERTAINMENT CORP. By: /s/ Michael Burns ----------------- Name: Michael Burns Title: Vice Chairman Accepted and agreed as of the date set forth above: /s/ Carl C. Icahn - -------------------- Carl C. Icahn [Signature Page to July 9, 2010 Letter from Lionsgate to Carl C. Icahn] -----END PRIVACY-ENHANCED MESSAGE-----