SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.__)*
Forest Laboratories, Inc.
(Name of Issuer)
Common Stock, Par Value $0.10
(Title of Class of Securities)
345838106
(CUSIP Number)
Marc Weitzen, Esq.
Icahn Capital LP
767 Fifth Avenue, 47th Floor
New York, New York 10153
(212) 702-4300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 7, 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 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. 345838106
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
3,979,168 (includes Shares underlying call options. See Item 5)
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
3,979,168 (includes Shares underlying call options. See Item 5)
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,979,168 (includes Shares underlying call options. See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.39%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 345838106
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
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
3,979,168 (includes Shares underlying call options. See Item 5)
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
3,979,168 (includes Shares underlying call options. See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,979,168 (includes Shares underlying call options. See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.39%
14 TYPE OF REPORTING PERSON
OO
SCHEDULE 13D
CUSIP No. 345838106
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
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
3,979,168 (includes Shares underlying call options. See Item 5)
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
3,979,168 (includes Shares underlying call options. See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,979,168 (includes Shares underlying call options. See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.39%
14 TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP No. 345838106
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
6,582,778 (includes Shares underlying call options. See Item 5)
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
6,582,778 (includes Shares underlying call options. See Item 5)
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,582,778 (includes Shares underlying call options. See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.30%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 345838106
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
2,256,777 (includes Shares underlying call options. See Item 5)
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
2,256,777 (includes Shares underlying call options. See Item 5)
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,256,777 (includes Shares underlying call options. See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.79%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 345838106
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
981,932 (includes Shares underlying call options. See Item 5)
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
981,932 (includes Shares underlying call options. See Item 5)
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
981,932 (includes Shares underlying call options. See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.34%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 345838106
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
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
9,821,487 (includes Shares underlying call options. See Item 5)
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
9,821,487 (includes Shares underlying call options. See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,821,487 (includes Shares underlying call options. See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.43%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 345838106
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
6,095,186 (includes Shares underlying call options. See Item 5)
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
6,095,186 (includes Shares underlying call options. See Item 5)
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,095,186 (includes Shares underlying call options. See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.13%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 345838106
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
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
6,095,186 (includes Shares underlying call options. See Item 5)
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
6,095,186 (includes Shares underlying call options. See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,095,186 (includes Shares underlying call options. See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.13%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 345838106
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
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
15,916,673 (includes Shares underlying call options. See Item 5)
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
15,916,673 (includes Shares underlying call options. See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,916,673 (includes Shares underlying call options. See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.56%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 345838106
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
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
15,916,673 (includes Shares underlying call options. See Item 5)
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
15,916,673 (includes Shares underlying call options. See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,916,673 (includes Shares underlying call options. See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.56%
14 TYPE OF REPORTING PERSON
OO
SCHEDULE 13D
CUSIP No. 345838106
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
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
15,916,673 (includes Shares underlying call options. See Item 5)
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
15,916,673 (includes Shares underlying call options. See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,916,673 (includes Shares underlying call options. See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.56%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 345838106
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
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
15,916,673 (includes Shares underlying call options. See Item 5)
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
15,916,673 (includes Shares underlying call options. See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,916,673 (includes Shares underlying call options. See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.56%
14 TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP No. 345838106
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
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
15,916,673 (includes Shares underlying call options. See Item 5)
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
15,916,673 (includes Shares underlying call options. See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,916,673 (includes Shares underlying call options. See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.56%
14 TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP No. 345838106
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
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
19,895,841 (includes Shares underlying call options. See Item 5)
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
19,895,841 (includes Shares underlying call options. See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,895,841 (includes Shares underlying call options. See Item 5)
12 CHECK BOX IF THE GGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.95%
14 TYPE OF REPORTING PERSON
IN
SCHEDULE 13D
Item 1. Security and Issuer
This statement relates to the Common Stock, par value $0.10 (the "Shares"),
issued by Forest Laboratories, Inc. (the "Issuer"). The address of the principal
executive offices of the Issuer is 909 Third Avenue, New York, New York 10022.
Item 2. Identity and Background
The persons filing this statement are High River Limited Partnership ("High
River"), Hopper Investments LLC ("Hopper"), Barberry Corp. ("Barberry"), Icahn
Partners Master Fund LP ("Icahn Master"), Icahn Partners Master Fund II LP
("Icahn Master II"), Icahn Partners Master Fund III LP ("Icahn Master III"),
Icahn Offshore LP ("Icahn Offshore"), Icahn Partners LP ("Icahn Partners"),
Icahn Onshore LP ("Icahn Onshore"), Icahn Capital LP ("Icahn Capital"), IPH GP
LLC ("IPH"), Icahn Enterprises Holdings L.P. ("Icahn Enterprises Holdings"),
Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP"), Beckton Corp. ("Beckton"),
and Carl C. Icahn, a citizen of the United States of America (collectively, the
"Reporting Persons").
The principal business address of each of (i) High River, Hopper, Barberry,
Icahn Offshore, Icahn Partners, Icahn Onshore, Icahn Capital, IPH, Icahn
Enterprises Holdings, Icahn Enterprises GP and Beckton is White Plains Plaza,
445 Hamilton Avenue - Suite 1210, White Plains, NY 10601, (ii) Icahn Master,
Icahn Master II and Icahn Master III is c/o Walkers SPV Limited, P.O. Box 908GT,
87 Mary Street, George Town, Grand Cayman, Cayman Islands, and (iii) Mr. Icahn
is c/o Icahn Associates Corp., 767 Fifth Avenue, 47th Floor, New York, NY 10153.
Barberry is the sole member of Hopper, which is the general partner of High
River. Icahn Offshore is the general partner of each of Icahn Master, Icahn
Master II and Icahn Master III. Icahn Onshore is the general partner of Icahn
Partners. Icahn Capital is the general partner of each of Icahn Offshore and
Icahn Onshore. Icahn Enterprises Holdings is the sole member of IPH, which is
the general partner of Icahn Capital. Beckton is the sole stockholder of Icahn
Enterprises GP, which is the general partner of Icahn Enterprises Holdings. Carl
C. Icahn is the sole stockholder of each of Barberry and Beckton. As such, Mr.
Icahn is in a position indirectly to determine the investment and voting
decisions made by each of the Reporting Persons. In addition, Mr. Icahn is the
indirect holder of approximately 92.3% of the outstanding depositary units
representing limited partnership interests in Icahn Enterprises L.P. ("Icahn
Enterprises"). Icahn Enterprises GP is the general partner of Icahn Enterprises,
which is the sole limited partner of Icahn Enterprises Holdings.
Each of High River and Barberry is primarily engaged in the business of
investing in securities. Hopper is primarily engaged in the business of serving
as the general partner of High River. Each of Icahn Master, Icahn Master II,
Icahn Master III and Icahn Partners is primarily engaged in the business of
investing in securities. Icahn Offshore is primarily engaged in the business of
serving as the general partner of each of Icahn Master, Icahn Master II and
Icahn Master III. Icahn Onshore is primarily engaged in the business of serving
as the general partner of Icahn Partners. Icahn Capital is primarily engaged in
the business of serving as the general partner of each of Icahn Offshore and
Icahn Onshore. IPH is primarily engaged in the business of serving as the
general partner of Icahn Capital. Icahn Enterprises Holdings is primarily
engaged in the business of holding direct or indirect interests in various
operating businesses. Icahn Enterprises GP is primarily engaged in the business
of serving as the general partner of each of Icahn Enterprises and Icahn
Enterprises Holdings. Beckton is primarily engaged in the business of holding
the capital stock of Icahn Enterprises GP.
Carl C. Icahn's present principal occupation or employment is serving as
(i) Chief Executive Officer of Icahn Capital LP, a wholly owned subsidiary of
Icahn Enterprises, through which Mr. Icahn manages various private investment
funds, including Icahn Partners, Icahn Master, Icahn Master II and Icahn Master
III, (ii) Chairman of the Board of Icahn Enterprises GP, the general partner of
Icahn Enterprises, a New York Stock Exchange listed diversified holding company
engaged in a variety of businesses, including investment management, metals,
automotive, real estate, railcar, food packaging, casino gaming and home
fashion, and (iii) Chairman of the Board and a director of Starfire Holding
Corporation ("Starfire"), a holding company engaged in the business of investing
in and/or holding securities of various entities, and as Chairman of the Board
and a director of various of Starfire's subsidiaries.
The name, citizenship, present principal occupation or employment and
business address of each director and executive officer of the Reporting Persons
are set forth in Schedule A attached hereto.
None of the Reporting Persons nor any manager or executive officer of the
Reporting Persons, has, during the past five years, (a) been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors), or
(b) been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting,
or mandating activities subject to, Federal or State securities laws or a
finding of any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
The Reporting Persons hold, in the aggregate, 19,895,841 Shares (including
Shares underlying call options. See Item 5). The aggregate purchase price of the
Shares purchased by the Reporting Persons collectively was approximately $316.9
million (including commissions and premiums for the options to purchase Shares).
The source of funding for the purchase of these Shares was the general working
capital of the respective purchasers. The Shares are held by the Reporting
Persons in margin accounts together with other securities. Such margin accounts
may from time to time have debit balances. Part of the purchase price of the
Shares purchased by the Reporting Persons was obtained through margin borrowing.
As of the close of business on June 16, 2010, the indebtedness of (i) High
River's margin account was approximately $234.0 million, (ii) Icahn Partners'
margin account was approximately $410.0 million, (iii) Icahn Master's margin
account was approximately $404.6 million, (iv) Icahn Master II's margin account
was approximately $95.3 million, and (v) Icahn Master III's margin account was
approximately $52.2 million.
Item 4. Purpose of Transaction
The Reporting Persons acquired the Shares that they beneficially own in the
belief that the Shares were undervalued.
On June 10, 2011, the Reporting Persons delivered a letter to the Issuer
(the "Notification Letter"), notifying the Issuer, as required by the Issuer's
bylaws, that the Reporting Persons intend to appear at the Issuer's 2011 annual
meeting of stockholders to nominate and seek to elect the four individuals named
in the Notification Letter to the Issuer's nine-member board of directors. The
Reporting Persons believe that their proposed nominees have impressive
qualifications and that their experience, including on other pharma boards,
would be extremely beneficial to the Issuer and, therefore, its stockholders.
The bios of these proposed nominees are included in the Notification Letter
filed herewith. On June 14, 2011, representatives of the Reporting Persons met
with representatives of the Issuer and discussed the Reporting Persons' desire
to have these four persons elected to the Issuer's board and matters relevant
thereto. No agreements or understandings resulted from that meeting.
The Reporting Persons believe that recent events concerning the Issuer,
together with the declining performance of the Shares over the past 7 years and
the anticipated decline in the Issuer's results of operations due to the loss of
patent protection on Lexapro, the Issuer's most significant drug, also warrant a
change in the composition of the Issuer's board of directors. Additionally, in
2010, the Issuer disclosed that it pled guilty to a felony and misdemeanor
charges and paid in excess of $300 million to settle claims brought against it
by the US Department of Justice and US Attorney's Office. The Issuer stated that
these matters were resolved. However, this proved not to be the case. On April
13, 2011, the Issuer publicly disclosed that on April 12, 2011, Mr. Howard
Solomon, the longtime Chairman and CEO of the Issuer, was notified by the Office
of the Inspector General, Department of Health and Human Services (the
"OIG-HHS") that the OIG-HHS was commencing an action to exclude him from
participating in federal healthcare programs based on the matters that the
Issuer previously disclosed were settled. The Issuer stated that should the
OIG-HHS ultimately determine that Mr. Solomon should be excluded, Mr. Solomon
would be required to step down as an officer of the Issuer unless his exclusion
is enjoined by legal proceedings. The Issuer also disclosed on that same day
(just one day after receiving the notification from the OIG-HHS) that Mr.
Solomon plans to commence litigation to prevent any such exclusion and that the
Issuer will support such litigation by Mr. Solomon. The Issuer indicated that it
believes that these actions by the OIG-HHS are unprecedented.
In light of:
(i) the Issuer's poor performance over the past 7 years;
(ii) the Issuer's failure to adequately prepare for the expiration of the
Lexapro patent, which will result in a serious diminution in revenues; and
(iii) the Issuer's expenditure of in excess of $300 million to ostensibly settle
matters that continue to plague the Issuer,
the Reporting Persons find it hard to understand why this board has indicated
that it will continue to spend the shareholders' money to fight the government
on behalf of Mr. Solomon. Therefore, on June 17, 2011, the Reporting Persons
made a request to the Issuer pursuant to Section 220 of the Delaware General
Corporation Law seeking documents relevant to the action by the OIG-HHS to
understand this board's rationale for its actions in these matters (the "220
Request"). The Reporting Persons may continue to seek to meet with the Issuer to
discuss matters relating to the election of directors, the proposed exclusion
action by the OIG-HHS and any other matters which the Reporting Persons believe
would enhance shareholder value.
The Reporting Persons may, from time to time and at any time, acquire
additional Shares and/or other equity, debt, notes, instruments or other
securities and/or derivative securities relating thereto (collectively,
"Securities") of the Issuer in the open market or otherwise. They reserve the
right to dispose of any or all of their Securities in the open market or
otherwise, at any time and from time to time, and to engage in any hedging or
similar transactions with respect to the Securities.
A copy of the Notification Letter is filed herewith as an exhibit and
incorporated herein by reference, and any descriptions herein of the
Notification Letter are qualified in their entirety by reference to the
Notification Letter. A copy of the 220 Request is filed herewith as an exhibit
and incorporated herein by reference, and any descriptions herein of the 220
Request are qualified in their entirety by reference to the 220 Request.
SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS
RELATED TO THE SOLICITATION OF PROXIES BY CARL C. ICAHN AND HIS AFFILIATES FROM
THE STOCKHOLDERS OF FOREST LABORATORIES, INC. FOR USE AT ITS 2011 ANNUAL MEETING
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION,
INCLUDING INFORMATION RELATING TO THE PARTICIPANTS IN SUCH PROXY SOLICITATION.
WHEN COMPLETED, A DEFINITIVE PROXY STATEMENT AND A FORM OF PROXY WILL BE MAILED
TO STOCKHOLDERS OF FOREST LABORATORIES, INC. AND WILL ALSO BE AVAILABLE AT NO
CHARGE AT THE SECURITIES AND EXCHANGE COMMISSION'S WEBSITE AT
HTTP://WWW.SEC.GOV.
Item 5. Interest in Securities of the Issuer
For purposes of this Schedule 13D:
(a) The Reporting Persons may be deemed to beneficially own, in the
aggregate, 19,895,841 Shares (including Shares underlying call options),
representing approximately 6.95% of the Issuer's outstanding Shares (based upon
the 286,162,661 Shares stated to be outstanding as of May 25, 2011 by the Issuer
in the Issuer's Form 10-K filed with the Securities and Exchange Commission on
May 27, 2011).
(b) High River has sole voting power and sole dispositive power with regard
to 3,979,168 Shares (including Shares underlying call options). Each of Hopper,
Barberry and Mr. Icahn has shared voting power and shared dispositive power with
regard to such Shares. Icahn Master has sole voting power and sole dispositive
power with regard to 6,582,778 Shares (including Shares underlying call
options). Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises
Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn has shared voting power
and shared dispositive power with regard to such Shares. Icahn Master II has
sole voting power and sole dispositive power with regard to 2,256,777 Shares
(including Shares underlying call options). Each of Icahn Offshore, Icahn
Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr.
Icahn has shared voting power and shared dispositive power with regard to such
Shares. Icahn Master III has sole voting power and sole dispositive power with
regard to 981,932 Shares (including Shares underlying call options). Each of
Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn
Enterprises GP, Beckton and Mr. Icahn has shared voting power and shared
dispositive power with regard to such Shares. Icahn Partners has sole voting
power and sole dispositive power with regard to 6,095,186 Shares (including
Shares underlying call options). Each of Icahn Onshore, Icahn Capital, IPH,
Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn has
shared voting power and shared dispositive power with regard to such Shares.
Each of Hopper, Barberry and Mr. Icahn, by virtue of their relationships to
High River (as disclosed in Item 2), may be deemed to indirectly beneficially
own (as that term is defined in Rule 13d-3 under the Act) the Shares which High
River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn
disclaims beneficial ownership of such Shares for all other purposes. Each of
Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn
Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to each
of Icahn Master, Icahn Master II and Icahn Master III (as disclosed in Item 2),
may be deemed to indirectly beneficially own (as that term is defined in Rule
13d-3 under the Act) the Shares which each of Icahn Master, Icahn Master II and
Icahn Master III directly beneficially owns. Each of Icahn Offshore, Icahn
Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr.
Icahn disclaims beneficial ownership of such Shares for all other purposes. Each
of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn
Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn
Partners (as disclosed in Item 2), may be deemed to indirectly beneficially own
(as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn
Partners directly beneficially owns. Each of Icahn Onshore, Icahn Capital, IPH,
Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn
disclaims beneficial ownership of such Shares for all other purposes.
(c) The following table sets forth all transactions with respect to Shares
effected during the past sixty (60) days by any of the Reporting Persons,
inclusive of any transactions effected through 5:00 p.m., New York City time, on
June 17, 2011. 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 Date of Amount of Price Per
Reporting Transaction Securities Share
Person
---------------- ----------- ---------- ----------
High River 4/26/2011 66,354(1) 12.30(2)
High River 4/27/2011 30,488(1) 11.86(2)
High River 4/28/2011 320(1) 11.88(2)
High River 4/29/2011 65,980(1) 11.96(2)
High River 5/12/2011 127,227(1) 12.38(2)
High River 5/13/2011 101,298(1) 12.99(2)
High River 5/16/2011 1,329(1) 12.96(2)
High River 5/17/2011 24,003(1) 12.98(2)
High River 5/18/2011 175,365(1) 13.65(2)
High River 5/19/2011 222,287(1) 13.96(2)
High River 5/20/2011 222,384(1) 14.07(2)
High River 5/23/2011 155,759(1) 13.54(2)
High River 5/24/2011 87,833(1) 13.70(2)
High River 5/25/2011 162,407(1) 13.95(2)
High River 5/26/2011 112,860(1) 14.15(2)
High River 6/1/2011 12,394(1) 14.27(2)
High River 6/2/2011 42,836(1) 14.26(2)
High River 6/3/2011 446,401(1) 15.50(2)
High River 6/6/2011 95,000(1) 15.31(2)
High River 6/7/2011 262,741(1) 15.63(2)
High River 6/8/2011 219,098(1) 15.76(2)
High River 6/9/2011 362,519(1) 16.46(2)
High River 6/10/2011 279,047(1) 16.65(2)
Icahn Partners 4/26/2011 103,149(1) 12.30(2)
Icahn Partners 4/27/2011 46,839(1) 11.86(2)
Icahn Partners 4/28/2011 493(1) 11.88(2)
Icahn Partners 4/29/2011 101,370(1) 11.96(2)
Icahn Partners 5/12/2011 191,068(1) 12.38(2)
Icahn Partners 5/13/2011 155,182(1) 12.99(2)
Icahn Partners 5/16/2011 2,035(1) 12.96(2)
Icahn Partners 5/17/2011 36,771(1) 12.98(2)
Icahn Partners 5/18/2011 268,648(1) 13.65(2)
Icahn Partners 5/19/2011 340,528(1) 13.96(2)
Icahn Partners 5/20/2011 340,677(1) 14.07(2)
Icahn Partners 5/23/2011 238,613(1) 13.54(2)
Icahn Partners 5/24/2011 134,553(1) 13.70(2)
Icahn Partners 5/25/2011 248,797(1) 13.95(2)
Icahn Partners 5/26/2011 172,894(1) 14.15(2)
Icahn Partners 6/1/2011 18,626(1) 14.27(2)
Icahn Partners 6/2/2011 65,615(1) 14.26(2)
Icahn Partners 6/3/2011 683,786(1) 15.50(2)
Icahn Partners 6/6/2011 145,518(1) 15.31(2)
Icahn Partners 6/7/2011 402,460(1) 15.63(2)
Icahn Partners 6/8/2011 335,608(1) 15.76(2)
Icahn Partners 6/9/2011 555,298(1) 16.46(2)
Icahn Partners 6/10/2011 427,437(1) 16.65(2)
Icahn Master 4/26/2011 78,757(1) 12.30(2)
Icahn Master 4/27/2011 50,095(1) 11.86(2)
Icahn Master 4/28/2011 526(1) 11.88(2)
Icahn Master 4/29/2011 108,417(1) 11.96(2)
Icahn Master 5/12/2011 219,672(1) 12.38(2)
Icahn Master 5/13/2011 167,531(1) 12.99(2)
Icahn Master 5/16/2011 2,197(1) 12.96(2)
Icahn Master 5/17/2011 39,698(1) 12.98(2)
Icahn Master 5/18/2011 290,025(1) 13.65(2)
Icahn Master 5/19/2011 367,627(1) 13.96(2)
Icahn Master 5/20/2011 367,787(1) 14.07(2)
Icahn Master 5/23/2011 257,602(1) 13.54(2)
Icahn Master 5/24/2011 145,261(1) 13.70(2)
Icahn Master 5/25/2011 268,594(1) 13.95(2)
Icahn Master 5/26/2011 186,653(1) 14.15(2)
Icahn Master 6/1/2011 21,565(1) 14.27(2)
Icahn Master 6/2/2011 70,863(1) 14.26(2)
Icahn Master 6/3/2011 738,486(1) 15.50(2)
Icahn Master 6/6/2011 157,160(1) 15.31(2)
Icahn Master 6/7/2011 434,655(1) 15.63(2)
Icahn Master 6/8/2011 362,455(1) 15.76(2)
Icahn Master 6/9/2011 599,720(1) 16.46(2)
Icahn Master 6/10/2011 461,630(1) 16.65(2)
Icahn Master II 4/26/2011 71,564(1) 12.30(2)
Icahn Master II 4/27/2011 17,447(1) 11.86(2)
Icahn Master II 4/28/2011 182(1) 11.88(2)
Icahn Master II 4/29/2011 37,753(1) 11.96(2)
Icahn Master II 5/12/2011 68,223(1) 12.38(2)
Icahn Master II 5/13/2011 57,497(1) 12.99(2)
Icahn Master II 5/16/2011 755(1) 12.96(2)
Icahn Master II 5/17/2011 13,624(1) 12.98(2)
Icahn Master II 5/18/2011 99,536(1) 13.65(2)
Icahn Master II 5/19/2011 126,170(1) 13.96(2)
Icahn Master II 5/20/2011 126,226(1) 14.07(2)
Icahn Master II 5/23/2011 88,408(1) 13.54(2)
Icahn Master II 5/24/2011 49,853(1) 13.70(2)
Icahn Master II 5/25/2011 92,180(1) 13.95(2)
Icahn Master II 5/26/2011 64,059(1) 14.15(2)
Icahn Master II 6/1/2011 6,014(1) 14.27(2)
Icahn Master II 6/2/2011 24,296(1) 14.26(2)
Icahn Master II 6/3/2011 253,176(1) 15.50(2)
Icahn Master II 6/6/2011 53,880(1) 15.31(2)
Icahn Master II 6/7/2011 149,013(1) 15.63(2)
Icahn Master II 6/8/2011 124,261(1) 15.76(2)
Icahn Master II 6/9/2011 205,601(1) 16.46(2)
Icahn Master II 6/10/2011 158,261(1) 16.65(2)
Icahn Master III 4/26/2011 11,944(1) 12.30(2)
Icahn Master III 4/27/2011 7,569(1) 11.86(2)
Icahn Master III 4/28/2011 79(1) 11.88(2)
Icahn Master III 4/29/2011 16,382(1) 11.96(2)
Icahn Master III 5/12/2011 29,945(1) 12.38(2)
Icahn Master III 5/13/2011 24,984(1) 12.99(2)
Icahn Master III 5/16/2011 327(1) 12.96(2)
Icahn Master III 5/17/2011 5,921(1) 12.98(2)
Icahn Master III 5/18/2011 43,250(1) 13.65(2)
Icahn Master III 5/19/2011 54,822(1) 13.96(2)
Icahn Master III 5/20/2011 54,846(1) 14.07(2)
Icahn Master III 5/23/2011 38,415(1) 13.54(2)
Icahn Master III 5/24/2011 21,663(1) 13.70(2)
Icahn Master III 5/25/2011 40,055(1) 13.95(2)
Icahn Master III 5/26/2011 27,833(1) 14.15(2)
Icahn Master III 6/1/2011 3,373(1) 14.27(2)
Icahn Master III 6/2/2011 10,570(1) 14.26(2)
Icahn Master III 6/3/2011 110,158(1) 15.50(2)
Icahn Master III 6/6/2011 23,442(1) 15.31(2)
Icahn Master III 6/7/2011 64,836(1) 15.63(2)
Icahn Master III 6/8/2011 54,066(1) 15.76(2)
Icahn Master III 6/9/2011 89,459(1) 16.46(2)
Icahn Master III 6/10/2011 68,860(1) 16.65(2)
_________________________
(1) Represents shares underlying American-style call options purchased by the
applicable Reporting Person in the over the counter market. These call
options expire on March 7, 2013.
(2) This amount represents the cost of an applicable American-style call
option to purchase one Share. The per share exercise price of these call
options is $21.25. This exercise price will be adjusted to account for any
dividends or other distributions declared by the Issuer prior to exercise
of the options.
Item 6. Contracts, Arrangements, Understandings or Relationship with Respect to
Securities of the Issuer
Call Options
------------
The Reporting Persons purchased, in the over the counter market,
American-style call options referencing an aggregate of 17,830,376 Shares, which
expire on March 7, 2013. The agreements provide for physical settlement (unless
the Reporting Person opts for a cash settlement). These agreements do not give
the Reporting Persons direct or indirect voting, investment or dispositive
control over the Shares to which these agreements relate. These agreements are
further described in Item 5(c).
Put Options
-----------
The Reporting Persons have sold, in the over the counter market,
European-style put options referencing an aggregate of 17,830,376 Shares, which
expire on the earlier of March 7, 2013 or the date on which the corresponding
American-style call option described above in this Item 6 is exercised, for an
aggregate consideration of $178,303.76, in cash. The agreements provide that
they settle in cash. These agreements do not give the Reporting Persons direct
or indirect voting, investment or dispositive control over the Shares to which
these agreements relate.
Except as otherwise described herein, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among the persons named in
Item 2 and between such persons and any person with respect to any securities of
the Issuer, including but not limited to transfer or voting of any of the
securities, finder's fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies.
Agreement with Alexander Denner
-------------------------------
Pursuant to (i) an agreement, dated as of June 10, 2011, by and among Icahn
Enterprises LP, Icahn Enterprises Holdings LP and Alexander J. Denner and (ii)
an agreement, dated as of June 10, 2011, by and between Carl C. Icahn and
Alexander J. Denner, Alexander J. Denner has a participatory interest in the
profits attributable to the Shares beneficially owned by the Reporting Persons
and their affiliates equal to 5% of an amount equal to (x) such profits minus
(y) an amount equal to a return on the Reporting Persons' and their affiliates'
investment in the Shares of 8% per annum, compounded annually.
Item 7. Material to be Filed as Exhibits
1. Joint Filing Agreement of the Reporting Persons.
2. The Notification Letter
3. The 220 Request
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: June 17, 2011
ICAHN PARTNERS MASTER FUND LP
ICAHN PARTNERS MASTER FUND II LP
ICAHN PARTNERS MASTER FUND III LP
ICAHN OFFSHORE LP
ICAHN PARTNERS LP
ICAHN ONSHORE LP
BECKTON CORP.
HOPPER INVESTMENTS LLC
BARBERRY CORP.
HIGH RIVER LIMITED PARTNERSHIP
By: Hopper Investments LLC, general partner
By: /s/ Edward E. Mattner
------------------------
Name: Edward E. Mattner
Title: Authorized Signatory
ICAHN CAPITAL LP
By: IPH GP LLC, its general partner
By: Icahn Enterprises Holdings L.P., its sole member
By: Icahn Enterprises G.P. Inc., its general partner
IPH GP LLC
By: Icahn Enterprises Holdings L.P., its sole member
By: Icahn Enterprises G.P. Inc., its general partner
ICAHN ENTERPRISES HOLDINGS L.P.
By: Icahn Enterprises G.P. Inc., its general partner
ICAHN ENTERPRISES G.P. INC.
By: /s/ Dominick Ragone
-------------------
Name: Dominick Ragone
Title: Chief Financial Officer
/s/ Carl C. Icahn
--------------------
CARL C. ICAHN
SCHEDULE A
DIRECTORS AND EXECUTIVE OFFICERS OF THE REPORTING PERSONS
The following sets forth the name, position, and principal occupation of
each director and executive officer of each of the Reporting Persons. Each such
person is a citizen of the United States of America. Except as otherwise
indicated, the business address of each director and officer is c/o Icahn
Associates Corp., 767 Fifth Avenue, 47th Floor, New York, New York 10153. To the
best of the Reporting Persons' knowledge, except as set forth in this statement
on Schedule 13D, none of the directors or executive officers of the Reporting
Persons own any Shares.
ICAHN PARTNERS MASTER FUND LP
ICAHN PARTNERS MASTER FUND II LP
ICAHN PARTNERS MASTER FUND III LP
Name Position
---- --------
Icahn Offshore LP General Partner
Carl C. Icahn Chief Executive Officer
Vincent J. Intrieri Senior Managing Director
Irene March Chief Financial Officer
Edward E. Mattner Authorized Signatory
Gail Golden Authorized Signatory
Keith Cozza Chief Compliance Officer
ICAHN PARTNERS LP
Name Position
---- --------
Icahn Onshore LP General Partner
Carl C. Icahn Chief Executive Officer
Vincent J. Intrieri Senior Managing Director
Irene March Chief Financial Officer
Edward E. Mattner Authorized Signatory
Gail Golden Authorized Signatory
Keith Cozza Chief Compliance Officer
ICAHN ONSHORE LP
ICAHN OFFSHORE LP
Name Position
---- --------
Icahn Capital LP General Partner
Carl C. Icahn Chief Executive Officer
Vincent J. Intrieri Senior Managing Director
Irene March Chief Financial Officer
Edward E. Mattner Authorized Signatory
Gail Golden Authorized Signatory
Keith Cozza Chief Compliance Officer
ICAHN CAPITAL LP
Name Position
---- --------
IPH GP LLC General Partner
Carl C. Icahn Chief Executive Officer
Vincent J. Intrieri Senior Managing Director
Irene March Chief Financial Officer
Edward E. Mattner Authorized Signatory
Gail Golden Authorized Signatory
Keith Cozza Chief Compliance Officer
IPH GP LLC
Name Position
---- --------
Icahn Enterprises Holdings L.P. Sole Member
Carl C. Icahn Chief Executive Officer
Vincent J. Intrieri Senior Managing Director
Dominick Ragone Chief Financial Officer
Edward E. Mattner Authorized Signatory
Gail Golden Authorized Signatory
Keith Cozza Chief Compliance Officer
ICAHN ENTERPRISES HOLDINGS L.P.
Name Position
---- --------
Icahn Enterprises G.P. Inc. General Partner
ICAHN ENTERPRISES G.P. INC.
Name Position
---- --------
Carl C. Icahn Chairman
Daniel A. Ninivaggi President
William A. Leidesdorf Director
Jack G. Wasserman Director
James L. Nelson Director
Vincent J. Intrieri Director
Dominick Ragone Chief Financial Officer
Felicia P. Buebel Assistant Secretary
Craig Pettit Vice President/Taxes
BECKTON CORP.
Name Position
---- --------
Carl C. Icahn Chairman of the Board; President
Jordan Bleznick Vice President/Taxes
Edward E. Mattner Authorized Signatory
Keith Cozza Secretary; Treasurer
HIGH RIVER LIMITED PARTNERSHIP
Name Position
---- --------
Hopper Investments LLC General Partner
HOPPER INVESTMENTS LLC
Name Position
---- --------
Barberry Corp General Partner
Edward E. Mattner Authorized Signatory
BARBERRY CORP.
Name Position
---- --------
Carl C. Icahn Chairman of the Board; President
Gail Golden Vice President; Authorized Signatory
Jordan Bleznick Vice President/Taxes
Vincent J. Intrieri Vice President; Authorized Signatory
Irene March Authorized Signatory
Edward E. Mattner Authorized Signatory
Keith Cozza Secretary; Treasurer