0001104659-09-018274.txt : 20090317 0001104659-09-018274.hdr.sgml : 20090317 20090317164702 ACCESSION NUMBER: 0001104659-09-018274 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20090317 DATE AS OF CHANGE: 20090317 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: 09688496 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 a09-7971_1sc13da.htm SC 13D/A

	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

	SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 6)*

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)

March 17, 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 Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

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 March 17, 2009, the Reporting Persons issued a press release announcing the pricing terms of the previously announced tender offer for the Issuer’s convertible senior subordinated notes. The press release is filed herewith as an exhibit and 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 by adding the following: The information set forth in Item 4 above is incorporated herein by reference.

Item 7.	Exhibits
1. Press Release dated March 17, 2009

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 17, 2009

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. 6 to Schedule 13D – Lions Gate Entertainment Corp.]

EX-1 2 a09-7971_1ex1.htm EX-1

EXHIBIT 1

FOR IMMEDIATE RELEASE

ICAHN ANNOUNCES PRICING TERMS OF TENDER OFFER FOR

LIONS GATE’S CONVERTIBLE SENIOR SUBORDINATED NOTES

New York, New York, March 17, 2009

Contact: Susan Gordon (212) 702-4309

Carl C. Icahn announced today that his affiliated entities will commence shortly the previously announced offer to purchase for cash any and all of the $150,000,000 aggregate principal amount of Lions Gate Entertainment Inc.’s 2.9375% Convertible Senior Subordinated Notes due 2024, at a price of $750 for each $1,000 of principal amount of such notes tendered, and any and all of the $175,000,000 aggregate principal amount of Lions Gate Entertainment Inc.’s 3.6250% Convertible Senior Subordinated Notes due 2025, at a price of $730 for each $1,000 of principal amount of such notes tendered, in each case plus accrued but unpaid interest from the last interest payment date to, and including, the date of purchase.

The offer will be subject to various conditions set forth in the Offer to Purchase, but will not be subject to any financing condition.

All inquiries regarding the offer should be directed to Edward McCarthy or Kristian Klein of D.F. King & Co., Inc., the Information Agent for the offer, at (212) 269-5550.

When commenced, the terms and conditions of the tender offer will be set forth in an Offer to Purchase and other related materials that will be available from the Information Agent. Because the notes are not registered under the Securities Exchange Act of 1934, as amended, neither the Offer to Purchase and related materials, nor a Schedule TO, will be required to be filed with the SEC or with the Canadian securities authorities.