-----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, VSRGxjskyZI+8knmohj1P1UCQbhl06OQlgTERrXCAfm6fatCJC1sVhwXFXOaO1V+ ZJf2lrxiwWsbOk5HxfX/Cg== 0000928475-09-000448.txt : 20091001 0000928475-09-000448.hdr.sgml : 20091001 20091001164735 ACCESSION NUMBER: 0000928475-09-000448 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20090930 FILED AS OF DATE: 20091001 DATE AS OF CHANGE: 20091001 ISSUER: 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 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ARNOS SUB CORP. CENTRAL INDEX KEY: 0001460663 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-30900 FILM NUMBER: 091099201 BUSINESS ADDRESS: STREET 1: 9017 S. PECOS RD., SUITE 4350 STREET 2: ATTN: CRAIG PETTIT CITY: HENDERSON STATE: NV ZIP: 89074 BUSINESS PHONE: 702-586-8246 MAIL ADDRESS: STREET 1: 9017 S. PECOS RD., SUITE 4350 STREET 2: ATTN: CRAIG PETTIT CITY: HENDERSON STATE: NV ZIP: 89074 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ICAHN CARL C CENTRAL INDEX KEY: 0000921669 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-30900 FILM NUMBER: 091099209 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 NAME: FORMER CONFORMED NAME: ICAHN CARL C ET AL DATE OF NAME CHANGE: 19950612 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BARBERRY CORP. CENTRAL INDEX KEY: 0000860851 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-30900 FILM NUMBER: 091099203 BUSINESS ADDRESS: STREET 1: 445 HAMILTON AVENUE STREET 2: SUITE 1210 CITY: WHITE PLAINS STATE: NY ZIP: 10601 BUSINESS PHONE: 914-614-7000 MAIL ADDRESS: STREET 1: 445 HAMILTON AVENUE STREET 2: SUITE 1210 CITY: WHITE PLAINS STATE: NY ZIP: 10601 FORMER NAME: FORMER CONFORMED NAME: BARBERRY CORP /NY/ DATE OF NAME CHANGE: 19990402 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: UNICORN ASSOCIATES CORP CENTRAL INDEX KEY: 0000881178 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-30900 FILM NUMBER: 091099200 BUSINESS ADDRESS: STREET 1: 445 HAMILTON AVENUE STREET 2: SUITE 1210 CITY: WHITE PLAINS STATE: NY ZIP: 10601 BUSINESS PHONE: 914-614-7000 MAIL ADDRESS: STREET 1: 445 HAMILTON AVENUE STREET 2: SUITE 1210 CITY: WHITE PLAINS STATE: NY ZIP: 10601 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ACF INDUSTRIES HOLDING CORP CENTRAL INDEX KEY: 0000910627 STANDARD INDUSTRIAL CLASSIFICATION: RAILROAD EQUIPMENT [3743] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-30900 FILM NUMBER: 091099208 BUSINESS ADDRESS: STREET 1: 445 HAMILTON AVENUE STREET 2: SUITE 1210 CITY: WHITE PLAINS STATE: NY ZIP: 10601 BUSINESS PHONE: 914-614-7000 MAIL ADDRESS: STREET 1: 445 HAMILTON AVENUE STREET 2: SUITE 1210 CITY: WHITE PLAINS STATE: NY ZIP: 10601 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HIGHCREST INVESTORS CORP CENTRAL INDEX KEY: 0000928475 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-30900 FILM NUMBER: 091099207 BUSINESS ADDRESS: STREET 1: C/O ICAHN ASSOCIATES CORP. STREET 2: 767 5TH AVENUE, 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 5TH AVENUE, SUITE 4700 CITY: NEW YORK STATE: NY ZIP: 10153 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: STARFIRE HOLDING CORP CENTRAL INDEX KEY: 0001008814 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-30900 FILM NUMBER: 091099205 BUSINESS ADDRESS: STREET 1: 445 HAMILTON AVENUE STREET 2: SUITE 1210 CITY: WHITE PLAINS STATE: NY ZIP: 10601 BUSINESS PHONE: 914-614-7000 MAIL ADDRESS: STREET 1: 445 HAMILTON AVENUE STREET 2: SUITE 1210 CITY: WHITE PLAINS STATE: NY ZIP: 10601 FORMER NAME: FORMER CONFORMED NAME: STARFIRE HOLDING CORP/NY DATE OF NAME CHANGE: 19990330 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BUFFALO INVESTORS CORP CENTRAL INDEX KEY: 0001015071 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-30900 FILM NUMBER: 091099206 BUSINESS ADDRESS: STREET 1: 445 HAMILTON AVENUE STREET 2: SUITE 1210 CITY: WHITE PLAINS STATE: NY ZIP: 10601 BUSINESS PHONE: 914-614-7000 MAIL ADDRESS: STREET 1: 445 HAMILTON AVENUE STREET 2: SUITE 1210 CITY: WHITE PLAINS STATE: NY ZIP: 10601 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ARNOS CORP CENTRAL INDEX KEY: 0001265024 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-30900 FILM NUMBER: 091099204 BUSINESS ADDRESS: STREET 1: 9017 S. PECOS ROAD STREET 2: SUITE 4350 CITY: HENDERSON STATE: NV ZIP: 89074 BUSINESS PHONE: (702) 586-8246 MAIL ADDRESS: STREET 1: 9017 S. PECOS ROAD STREET 2: SUITE 4350 CITY: HENDERSON STATE: NV ZIP: 89074 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Hopper Investments LLC CENTRAL INDEX KEY: 0001322824 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-30900 FILM NUMBER: 091099202 BUSINESS ADDRESS: STREET 1: 445 HAMILTON AVENUE STREET 2: SUITE 1210 CITY: WHITE PLAINS STATE: NY ZIP: 10601 BUSINESS PHONE: 914-614-7000 MAIL ADDRESS: STREET 1: 445 HAMILTON AVENUE STREET 2: SUITE 1210 CITY: WHITE PLAINS STATE: NY ZIP: 10601 4 1 form4100109i_ex.xml X0303 4 2009-09-30 0 0001111634 XO HOLDINGS INC XOHO 0000921669 ICAHN CARL C C/O ICAHN ASSOCIATES CORP. 767 FIFTH AVE., SUITE 4700 NEW YORK NY 10153 1 0 1 1 Chairman of the Board 0000910627 ACF INDUSTRIES HOLDING CORP 445 HAMILTON AVENUE SUITE 1210 WHITE PLAINS NY 10601 0 0 1 0 0000928475 HIGHCREST INVESTORS CORP C/O ICAHN ASSOCIATES CORP. 767 5TH AVENUE, SUITE 4700 NEW YORK NY 10153 0 0 1 0 0001015071 BUFFALO INVESTORS CORP 445 HAMILTON AVENUE SUITE 1210 WHITE PLAINS NY 10601 0 0 1 0 0001008814 STARFIRE HOLDING CORP 445 HAMILTON AVENUE SUITE 1210 WHITE PLAINS NY 10601 0 0 1 0 0001265024 ARNOS CORP 9017 S. PECOS ROAD SUITE 4350 HENDERSON NV 89074 0 0 1 0 0000860851 BARBERRY CORP. 445 HAMILTON AVENUE SUITE 1210 WHITE PLAINS NY 10601 0 0 1 0 0001322824 Hopper Investments LLC 445 HAMILTON AVENUE SUITE 1210 WHITE PLAINS NY 10601 0 0 1 0 0001460663 ARNOS SUB CORP. 9017 S. PECOS RD., SUITE 4350 ATTN: NBSP;CRAIG PETTIT HENDERSON NV 89074 0 0 1 0 0000881178 UNICORN ASSOCIATES CORP 445 HAMILTON AVENUE SUITE 1210 WHITE PLAINS NY 10601 0 0 1 0 9.5% Class C Perpetual Preferred Stock 2009-09-30 4 J 0 0 A 225000 I please see footnotes 6% Class A Convertible Preferred Stock 4.62 2009-09-30 4 J 0 0 0 A 2004-08-06 2010-04-15 Common Stock 45565187 3096549 I please see footnotes 7% Class B Convertible Preferred Stock 1.5 2009-09-30 4 J 0 0 0 A Common stock 401831615 555000 I please see footnotes As of September 30, 2009, the liquidation preference of the XO Holdings, Inc. ("XO") 9.5% Class C Perpetual Preferred Stock ("Class C Preferred Stock") increased by 2.375% over June 30, 2009. The Class C Preferred Stock is not convertible into shares of XO's Common Stock ("Common Stock") but each share of Class C Preferred Stock is entitled to such number of votes with the Common Stock as is obtained by dividing the applicable liquidation preference per share of the Class C Preferred Stock by the conversion price of XO's 7% Class B Convertible Preferred Stock ("Class B Preferred Stock"). As of September 30, 2009, ACF Industries Holding Corp. ("ACF Holding") is the beneficial owner of 225,000 shares of Class C Preferred Stock which entitles ACF Holding to 167,722,372 votes with the Common Stock. Highcrest Investors Corp. ("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 direct beneficial ownership. Highcrest disclaims beneficial ownership of such securities for all other purposes. Buffalo Investors Corp. ("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 Holding Corporation ("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. Carl 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. As of September 30, 2009, the liquidation preference of the XO 6% Class A Convertible Preferred Stock ("Class A Preferred Stock") increased by 1.5% over June 30, 2009. As of September 30, 2009, ACF Holding is the beneficial owner of 3,096,549 shares of Class A Preferred Stock which are convertible unto 45,565,187 shares of Common Stock. 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. As of September 30, 2009, the liquidation preference of the Class B Preferred Stock increased by 1.75% over June 30, 2009. As of September 30, 2009, Arnos Corp. ("Arnos"), Arnos Sub Corp. ("Arnos Sub"), Barberry Corp. ("Barberry"), and High River Limited Partnership ("High River") beneficially own 453,535, 25,130, 15,366, and 60,969 shares, respectively, of the Class B Preferred Stock, which shares are convertible into an aggregate of 401,831,615 shares of Common Stock. Hopper Investments, LLC ("Hopper") may, by virtue of its ownership of 100% of the general partnership interest in High River, be deemed to beneficially own the securities as to which High River possesses direct beneficial ownership. Hopper disclaims beneficial ownership of such securities for all other purposes. Barberry may, by virtue of its ownership of 100% of the membership interest in Hopper, be deemed to beneficially own the securities as to which Hopper possesses indirect beneficial ownership. Barberry disclaims beneficial ownership of such securities for all other purposes. Mr. Icahn may, by virtue of his ownership of 100% of the interest in Barberry, be deemed to beneficially own the securities as to which Barberry possesses direct or indirect beneficial ownership. Mr. Icahn disclaims beneficial ownership of such securities for all other purposes. Arnos may, by virtue of its ownership by 100%of the interest in Arnos Sub, be deemed to beneficially own the securities as to which Arnos Sub possesses direct beneficial ownership. Arnos disclaims beneficial ownership of such securities for all other purposes. Unicorn Associates Corporation ("Unicorn") may, by virtue of its ownership of 100% of the interest in Arnos, be deemed to beneficially own the securities as to which Arnos possesses direct or indirect beneficial ownership. Unicorn disclaims beneficial ownership of such securities for all other purposes. ACF Holding may, by virtue of its ownership of 100% of the interest in Unicorn, be deemed to beneficially own the securities as to which Unicorn possesses indirect 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. Please reference the Form 4 filing dated October 1, 2009, filed separately by Mr. Icahn and High River. CARL C. ICAHN 2009-10-01 ACF INDUSTRIES HOLDING CORP. 2009-10-01 HIGHCREST INVESTORS CORP. 2009-10-01 BUFFALO INVESTORS CORP. 2009-10-01 STARFIRE HOLDING CORP. 2009-10-01 ARNOS CORP. 2009-10-01 BARBERRY CORP. 2009-10-01 HOPPER INVESTMENTS LLC 2009-10-01 ARNOS SUB CORP. 2009-10-01 UNICORN ASSOCIATES CORP. 2009-10-01 -----END PRIVACY-ENHANCED MESSAGE-----