SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 14)*
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)
February 16, 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
CUSIP No. 535919203
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
4,421,515
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
4,421,515
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,421,515
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.77%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 535919203
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
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
4,421,515
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
4,421,515
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,421,515
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.77%
14 TYPE OF REPORTING PERSON
OO
SCHEDULE 13D
CUSIP No. 535919203
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
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
4,421,515
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
4,421,515
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,421,515
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.77%
14 TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP No. 535919203
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
7,359,605
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
7,359,605
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,359,605
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.28%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 535919203
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
2,749,372
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
2,749,372
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,749,372
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.35%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 535919203
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
1,040,848
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
1,040,848
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,040,848
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.89%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 535919203
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
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
11,149,825
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
11,149,825
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,149,825
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.52%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 535919203
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
6,536,231
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
6,536,231
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,536,231
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.58%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 535919203
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
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
6,536,231
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
6,536,231
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,536,231
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.58%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 535919203
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
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
0
8 SHARED VOTING POWER
17,686,056
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
17,686,056
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,686,056
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.10%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 535919203
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
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
0
8 SHARED VOTING POWER
17,686,056
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
17,686,056
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,686,056
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.10%
14 TYPE OF REPORTING PERSON
OO
SCHEDULE 13D
CUSIP No. 535919203
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
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
0
8 SHARED VOTING POWER
17,686,056
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
17,686,056
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,686,056
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.10%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 535919203
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
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
0
8 SHARED VOTING POWER
17,686,056
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
17,686,056
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,686,056
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.10%
14 TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP No. 535919203
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
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
0
8 SHARED VOTING POWER
17,686,056
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
17,686,056
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,686,056
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.10%
14 TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP No. 535919203
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
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
22,107,571
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
22,107,571
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,107,571
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.87%
14 TYPE OF REPORTING PERSON
IN
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 3. Source and Amount of Funds or Other Consideration
Item 3 of the Initial 13D is hereby amended to add the following:
The aggregate purchase price of the 945,139 Shares purchased by the
Reporting Persons collectively since their last filing on Schedule 13D was
$4,835,030. The source of funding for the purchase of the Shares was the general
working capital of the respective purchasers.
Item 4. Purpose of Transaction
Item 4 of the Initial 13D is hereby amended to add the following:
On February 16, 2010, Carl C. Icahn issued a press release, a copy of which
is filed as Exhibit 1 hereto and is incorporated herein by reference.
THE ATTACHED PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT
CONSTITUTE AN OFFER TO PURCHASE NOR A SOLICITATION FOR ACCEPTANCE OF THE OFFER
DESCRIBED THEREIN. THE OFFER WILL BE MADE ONLY PURSUANT TO THE OFFER TO
PURCHASE, LETTER OF TRANSMITTAL AND RELATED MATERIALS THAT THE ICAHN GROUP WILL
DISTRIBUTE TO HOLDERS OF COMMON SHARES AFTER THESE DOCUMENTS ARE FILED WITH THE
SEC AS EXHIBITS TO ITS SCHEDULE TO AND WITH THE CANADIAN SECURITIES AUTHORITIES
ON SEDAR. HOLDERS OF COMMON SHARES SHOULD READ CAREFULLY THE OFFER TO PURCHASE,
LETTER OF TRANSMITTAL AND RELATED MATERIALS BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION, INCLUDING THE VARIOUS TERMS OF, AND CONDITIONS TO, THE OFFER. AFTER
THE ICAHN GROUP FILES ITS SCHEDULE TO AND ASSOCIATED EXHIBITS WITH THE SEC AND
WITH THE CANADIAN SECURITIES AUTHORITIES ON SEDAR, HOLDERS OF COMMON SHARES MAY
OBTAIN A FREE COPY OF THE TENDER OFFER STATEMENT ON SCHEDULE TO, THE OFFER TO
PURCHASE, LETTER OF TRANSMITTAL AND OTHER DOCUMENTS THAT THE ICAHN GROUP WILL BE
FILING (1) WITH THE SEC AT THE SEC'S WEB SITE AT WWW.SEC.GOV AND (2) WITH THE
CANADIAN SECURITIES AUTHORITIES ON SEDAR AT WWW.SEDAR.COM.
Item 5. Interest in Securities of the Issuer
Item 5(a) of the Initial 13D is hereby amended and restated in its entirety
as follows:
(a) The Reporting Persons may be deemed to beneficially own, in the
aggregate, approximately 22,107,571 Shares (including approximately 130,382
Shares that may be deemed to be beneficially owned as a result of the ownership
of $1,154,000 in aggregate principal amount of 2024 Notes and $429,000 in
aggregate principal amount of 2025 Notes), representing approximately 18.87% of
the Issuer's outstanding Shares (based upon the sum of (i) 117,836,146 Shares
stated to be outstanding as of February 1, 2010 by the Issuer in the Issuer's
Form 10-Q filed with the Securities and Exchange Commission on February 9, 2010
for the quarter ended December 31, 2009 and (ii) approximately 130,382 Shares
that may be deemed to be outstanding pursuant to Rule 13d-3(d)(1)(i) under the
Exchange Act). (1)
(1) See footnote 1 to Item 3 of Amendment No. 11 to Schedule 13D, filed by the
Reporting Persons with the SEC on June 5, 2009.
The first paragraph of Item 5(b) of the Initial 13D is hereby amended and
restated in its entirety as follows:
(b) High River may be deemed to have sole voting power and sole dispositive
power with regard to 4,421,515 Shares (including Shares that may be deemed to
be beneficially owned as a result of the ownership of Notes). Each of Hopper,
Barberry and Carl C. Icahn may be deemed to have shared voting power and shared
dispositive power with regard to such Shares. Icahn Master may be deemed to have
sole voting power and sole dispositive power with regard to 7,359,605 Shares
(including Shares that may be deemed to be beneficially owned as a result of the
ownership of Notes). Each of Icahn Offshore, Icahn Capital, IPH, Icahn
Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may be deemed
to have shared voting power and shared dispositive power with regard to such
Shares. Icahn Master II may be deemed to have sole voting power and sole
dispositive power with regard to 2,749,372 Shares (including Shares that may be
deemed to be beneficially owned as a result of the ownership of Notes). Each of
Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn
Enterprises GP, Beckton and Mr. Icahn may be deemed to have shared voting power
and shared dispositive power with regard to such Shares. Icahn Master III may be
deemed to have sole voting power and sole dispositive power with regard to
1,040,848 Shares (including Shares that may be deemed to be beneficially owned
as a result of the ownership of Notes). Each of Icahn Offshore, Icahn Capital,
IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn may
be deemed to have shared voting power and shared dispositive power with regard
to such Shares. Icahn Partners may be deemed to have sole voting power and sole
dispositive power with regard to 6,536,231 Shares (including Shares that may be
deemed to be beneficially owned as a result of the ownership of Notes). Each of
Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises
GP, Beckton and Mr. Icahn may be deemed to have shared voting power and shared
dispositive power with regard to such Shares.
Item 5(c) of the Initial 13D is hereby amended to add the following:
The following table sets forth all transactions with respect to Shares
effected by any of the Reporting Persons since their last filing on Schedule
13D. 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.
Name of
Reporting Date of No. of Shares Purchase Price
Person Transaction Purchased Per Share (U.S.$)
- -------------- --------------------- ------------- ------------------
High River February 9, 2010 54,668 $5.1454
High River February 10, 2010 50,960 $5.0574
High River February 10, 2010 20,000 $5.0450
High River February 11, 2010 63,400 $5.1592
Icahn Partners February 9, 2010 171,616 $5.1454
Icahn Partners February 10, 2010 112,259 $5.0574
Icahn Partners February 10, 2010 29,575 $5.0450
Icahn Partners February 11, 2010 93,749 $5.1592
Icahn Master February 10, 2010 26,506 $5.0574
Icahn Master February 10, 2010 33,282 $5.0450
Icahn Master February 11, 2010 105,507 $5.1592
Icahn Master II February 9, 2010 41,449 $5.1454
Icahn Master II February 10, 2010 47,205 $5.0574
Icahn Master II February 10, 2010 12,436 $5.0450
Icahn Master II February 11, 2010 39,421 $5.1592
Icahn Master III February 9, 2010 5,606 $5.1454
Icahn Master III February 10, 2010 17,870 $5.0574
Icahn Master III February 10, 2010 4,707 $5.0450
Icahn Master III February 11, 2010 14,923 $5.1592
Item 7. Material to be Filed as Exhibits
1. Press Release dated February 16, 2010
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: February 16, 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. 14 to Schedule 13D -
Lions Gate Entertainment Corp.]
Exhibit 1
FOR IMMEDIATE RELEASE
ICAHN ANNOUNCES TENDER OFFER FOR COMMON SHARES
OF LIONS GATE ENTERTAINMENT CORP.
New York, New York, February 16, 2010
Contact: Susan Gordon (212) 702-4309
Carl C. Icahn announced today that certain of his affiliated entities (the
"Icahn Group"), which collectively hold approximately 18.9% of Lions Gate
Entertainment Corp.'s outstanding common shares, intend to initiate a tender
offer (the "Offer") for up to 13,164,420 common shares of Lions Gate which,
together with the common shares they already own, would constitute approximately
29.9% of the outstanding common shares of Lions Gate. The purchase price in the
Offer will be USD $6.00 per share in cash. Shareholders will be entitled to
elect to receive payment in Canadian dollars.
Among other customary conditions, the Offer will be conditioned on Lions Gate
not entering into any material transaction outside of the ordinary course of
business (including any acquisition of assets over $100 million, and any
issuance of securities other than upon the exercise of currently outstanding
options).
Lions Gate has stated that its senior revolving credit facility provides that a
change of control, which includes a person or group acquiring ownership or
control in excess of 20% of its outstanding common shares, will be an event of
default that permits lenders to accelerate the maturity of borrowings
thereunder. If such an event of default or acceleration occurs, it will not be a
condition allowing the Icahn Group to withdraw the Offer. However, it is our
understanding that any such event of default could be avoided through a waiver
by the lenders under the senior revolving credit facility or through Lions
Gate's prepayment or elimination of the senior revolving credit facility.
Additionally, the Offer will not be subject to financing.
The terms and conditions of the Offer will be set forth in an Offer to Purchase,
Letter of Transmittal and other related materials to be distributed to holders
of the Common Shares and filed with the SEC as exhibits to the Icahn Group's
Schedule TO and with the Canadian securities authorities on SEDAR.
THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE AN
OFFER TO PURCHASE NOR A SOLICITATION FOR ACCEPTANCE OF THE OFFER DESCRIBED
ABOVE. THE OFFER WILL BE MADE ONLY PURSUANT TO THE OFFER TO PURCHASE, LETTER OF
TRANSMITTAL AND RELATED MATERIALS THAT THE ICAHN GROUP WILL DISTRIBUTE TO
HOLDERS OF COMMON SHARES AFTER THESE DOCUMENTS ARE FILED WITH THE SEC AS
EXHIBITS TO ITS SCHEDULE TO AND WITH THE CANADIAN SECURITIES AUTHORITIES ON
SEDAR. HOLDERS OF COMMON SHARES SHOULD READ CAREFULLY THE OFFER TO PURCHASE,
LETTER OF TRANSMITTAL AND RELATED MATERIALS BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION, INCLUDING THE VARIOUS TERMS OF, AND CONDITIONS TO, THE OFFER. AFTER
THE ICAHN GROUP FILES ITS SCHEDULE TO AND ASSOCIATED EXHIBITS WITH THE SEC AND
WITH THE CANADIAN SECURITIES AUTHORITIES ON SEDAR, HOLDERS OF COMMON SHARES MAY
OBTAIN A FREE COPY OF THE OFFER STATEMENT ON SCHEDULE TO, THE OFFER TO PURCHASE,
LETTER OF TRANSMITTAL AND OTHER DOCUMENTS THAT THE ICAHN GROUP WILL BE FILING
(1) WITH THE SEC AT THE SEC'S WEB SITE AT WWW.SEC.GOV AND (2) WITH THE CANADIAN
SECURITIES AUTHORITIES ON SEDAR AT WWW.SEDAR.COM.