0000928475-11-000086.txt : 20110401
0000928475-11-000086.hdr.sgml : 20110401
20110401172105
ACCESSION NUMBER: 0000928475-11-000086
CONFORMED SUBMISSION TYPE: SC 13D/A
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20110401
DATE AS OF CHANGE: 20110401
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: 11732624
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
xohosch13damd31040111.txt
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 31)*
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)
March 31, 2011
(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
CUSIP No. 98417K106
1 NAME OF REPORTING PERSON
Carl C. Icahn
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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
752,411,903
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
752,411,903
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
752,411,903
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
91.64%
14 TYPE OF REPORTING PERSON*
IN
SCHEDULE 13D
CUSIP No. 98417K106
1 NAME OF REPORTING PERSON
ACF Industries Holding Corp.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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
306,498,413
8 SHARED VOTING POWER
384,582,307
9 SOLE DISPOSITIVE POWER
306,498,413
10 SHARED DISPOSITIVE POWER
384,582,307
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
691,080,720
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
90.96%
14 TYPE OF REPORTING PERSON*
CO
SCHEDULE 13D
CUSIP No. 98417K106
1 NAME OF REPORTING PERSON
Highcrest Investors Corp.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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
691,080,720
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
691,080,720
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
691,080,720
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
90.96%
14 TYPE OF REPORTING PERSON*
CO
SCHEDULE 13D
CUSIP No. 98417K106
1 NAME OF REPORTING PERSON
Buffalo Investors Corp.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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
New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
691,080,720
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
691,080,720
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
691,080,720
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
90.96%
14 TYPE OF REPORTING PERSON*
CO
SCHEDULE 13D
CUSIP No. 98417K106
1 NAME OF REPORTING PERSON
Starfire Holding Corporation
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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
691,080,720
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
691,080,720
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
691,080,720
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
90.96%
14 TYPE OF REPORTING PERSON*
CO
SCHEDULE 13D
CUSIP No. 98417K106
1 NAME OF REPORTING PERSON
Unicorn Associates Corporation
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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
New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
384,582,307
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
384,582,307
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
384,582,307
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
67.87%
14 TYPE OF REPORTING PERSON*
CO
SCHEDULE 13D
CUSIP No. 98417K106
1 NAME OF REPORTING PERSON
Arnos Corp.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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
364,391,665
8 SHARED VOTING POWER
20,190,642
9 SOLE DISPOSITIVE POWER
364,391,665
10 SHARED DISPOSITIVE POWER
20,190,642
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
384,582,307
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
67.87%
14 TYPE OF REPORTING PERSON*
CO
SCHEDULE 13D
CUSIP No. 98417K106
1 NAME OF REPORTING PERSON
Arnos Sub Corp.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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
20,190,642
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
20,190,642
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,190,642
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.98%
14 TYPE OF REPORTING PERSON*
CO
SCHEDULE 13D
CUSIP No. 98417K106
1 NAME OF REPORTING PERSON
High River Limited Partnership
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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
48,985,405
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
48,985,405
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
48,985,405
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.20%
14 TYPE OF REPORTING PERSON*
OO
SCHEDULE 13D
CUSIP No. 98417K106
1 NAME OF REPORTING PERSON
Hopper Investments, LLC
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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
48,985,405
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
48,985,405
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
48,985,405
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.20%
14 TYPE OF REPORTING PERSON*
OO
SCHEDULE 13D
CUSIP No. 98417K106
1 NAME OF REPORTING PERSON
Barberry Corp.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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
12,345,778
8 SHARED VOTING POWER
48,985,405
9 SOLE DISPOSITIVE POWER
12,345,778
10 SHARED DISPOSITIVE POWER
48,985,405
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
61,331,183
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.20%
14 TYPE OF REPORTING PERSON*
CO
SCHEDULE 13D
Item 1. Security and Issuer
This statement constitutes Amendment No. 31 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
Amendments Nos. 1 through 30 (as amended by Amendment Nos. 1 through 30, 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 5. Interest in Securities of the Issuer
Item 5 of the Original 13D is hereby amended by adding the following:
(a) As of the close of business on March 31, 2011, the Filing Persons may
be deemed to beneficially own in the aggregate 752,411,903 Shares constituting
approximately 91.64% of the outstanding Shares based upon (i) the 182,075,165
Shares stated to be issued and outstanding by Issuer, (ii) the 113,410,769
Shares beneficially held by the Filing Persons, (iii) the 445,913,490 Shares
issuable upon conversion of the 555,000 shares of 7% Series B Convertible
Preferred Stock (the "Series B Shares") beneficially held by the Filing Persons,
and (iv) the 193,087,644 votes to which the 225,000 shares of 9.5% Series C
Perpetual Preferred Stock (the "SeriesC Shares") beneficially held by the Filing
Persons are entitled. The 445,913,490 Shares issuable upon conversion of the
555,000 Series B Shares reflect an increase of 7,669,273 Shares, in the
aggregate, since December 31, 2010, the date of the event which required the
Filing Persons to file Amendment No. 29 to the Original 13D, as a result of the
liquidation preference on the Series B Shares which accretes quarterly at a rate
of 1.75%. The 193,087,644 votes to which the 225,000 Series C Shares are
entitled reflect an increase of 4,479,444 votes, in the aggregate, since
December 31, 2010, the date of the event which required the Filing Persons to
file Amendment No. 29 to the Original 13D, as a result of the liquidation
preference on the Series C Shares which accretes quarterly at a rate of 2.375%.
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 of 100% of the interest in Arnos Sub, be deemed to
beneficially own the securities as to which Arnos Sub possesses direct
beneficial ownership. 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 direct or 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.
(b) ACF Holding has the sole power to vote or to direct the vote and to
dispose or direct the disposition of (i) 113,410,769 Shares and (ii) 225,000
Series C Shares (which are entitled to 193,087,644 votes). Arnos Sub has the
sole power to vote or to direct the vote and to dispose or direct the
disposition of 25,130 Series B Shares (which are convertible into 20,190,642
Shares). Arnos has the sole power to vote or to direct the vote and to dispose
or direct the disposition of 453,535 Series B Shares (which are convertible into
364,391,665 Shares). High River has the sole power to vote or to direct the vote
and to dispose or direct the disposition of 60,969 Series B Shares (which are
convertible into 48,985,405 Shares). Barberry has the sole power to vote or to
direct the vote and to dispose or direct the disposition of 15,366 Series B
Shares (which are convertible into 12,345,778 Shares). Each of Highcrest,
Buffalo, Starfire and Mr. Icahn may, by virtue of its or his ownership interest
in ACF Holding, Highcrest, Buffalo and Starfire, respectively, be deemed to
share with ACF Holding, the power to vote or to direct the vote and to dispose
or to direct the disposition of the (i) 113,410,769 Shares and (ii) 225,000
Series C Shares (which are entitled to 193,087,644 votes). Each of Arnos,
Unicorn, ACF Holding, Highcrest, Buffalo, Starfire and Mr. Icahn may, by virtue
of its or his ownership interest in Arnos Sub, Arnos, Unicorn, ACF Holding,
Highcrest, Buffalo and Starfire, respectively, be deemed to share with Arnos Sub
the power to vote or to direct the vote and to dispose or to direct the
disposition of the 25,130 Series B Shares (which are convertible into 20,190,642
Shares). Each of Unicorn, ACF Holding, Highcrest, Buffalo, Starfire and Mr.
Icahn may, by virtue of its or his ownership interest in Arnos, Unicorn, ACF
Holding, Highcrest, Buffalo and Starfire, respectively, be deemed to share with
Arnos the power to vote or to direct the vote and to dispose or to direct the
disposition of the 453,535 Series B Shares (which are convertible into
364,391,665 Shares). Each of Hopper, Barberry and Mr. Icahn may, by virtue of
its or his ownership interest in High River, Hopper and Barberry, respectively,
be deemed to share with High River the power to vote or to direct the vote and
to dispose or to direct the disposition of the 60,969 Series B Shares (which are
convertible into 48,985,405 Shares). Mr. Icahn may, by virtue of his ownership
interest in Barberry, be deemed to share with Barberry the power to vote or to
direct the vote and to dispose or to direct the disposition of the 15,366 Series
B Shares (which are convertible into 12,345,778 Shares). Highcrest, Buffalo,
Starfire and Mr. Icahn may, by virtue of its or his ownership interest in ACF
Holding, Highcrest, Buffalo and Starfire, respectively, be deemed to share with
ACF Holding the power to vote or to direct the vote and to dispose or to direct
the disposition of the 225,000 Series C Shares (which are entitled to
193,087,644 votes).
(c) Except as described in this item 5, no transactions in the Shares were
effected within the past 60 days.
(d) Not applicable.
(e) Not applicable.
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: April 1, 2011
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