UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 30)*
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)
January 19, 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
Item 1. Security and Issuer
This statement constitutes Amendment No. 30 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
Amendment Nos. 1 through 29 (as amended by Amendment Nos. 1 through 29, 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 4. Purpose of Transaction
Item 4 of the Original 13D is hereby amended by adding the following:
On January 19, 2011, ACF Industries Holding Corp. ("ACF Holding"), an
entity wholly owned by Carl Icahn, the Chairman and holder of a majority of the
outstanding Shares, sent a letter to the Chief Executive Officer of the Issuer
(the "ACF Holding Letter"), pursuant to which ACF Holding made a non-binding
proposal to acquire all of the outstanding Shares which it does not own, for
consideration in the form of cash of $0.70 net per share. ACF Holding indicated
that this transaction would not be subject to its ability to obtain financing or
to the results of any due diligence review of the Issuer. ACF Holding requested
that the Issuer initiate the appropriate process so that the Issuer can commence
reviewing and considering this proposal. In addition, ACF Holding requested the
opportunity to have representatives of ACF Holding meet with those persons who
would be considering the proposal for the Issuer together with the advisors to
such persons to engage in a dialogue about why ACF Holding believes that the
proposed $0.70 price net per share in cash represents appropriate consideration
to be paid to the minority stockholders. In connection with the foregoing, ACF
Holding noted that in no event is ACF Holding or its affiliates prepared to be a
seller of its Shares in any transaction and that therefore it will not sell or
transfer its Shares to a third party or vote in favor of a transaction which
involves the sale or transfer of its shares to a third party.
A copy of the ACF Holding Letter is filed as Exhibit 1 hereto and is
incorporated herein by reference. The description herein of the ACF Holding
Letter is qualified in its entirety by reference to the ACF Holding Letter filed
herewith.
Item 6. Contracts, Arrangements, Understandings or Relationship with Respect to
Securities of the Issuer
The information set forth above in Item 4 is incorporated herein by
reference.
Item 7. Material to be Filed as Exhibits
Item 7 is hereby amended by the addition of the following:
1. The ACF Holding Letter
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: January 20, 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
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CARL C. ICAHN