
2/32

I. INTRODUCTION AND BACKGROUND

1. Debtor Blockbuster Inc.s (Debtor) voluntarily filed a Chapter 11 bankruptcy

proceeding with this court on September 23, 2010. The following affiliated companies

voluntarily filed Chapter 11 bankruptcy proceedings on the same day: Blockbuster

Canada Inc.; Blockbuster Digital Technologies Inc.; Blockbuster Distribution, Inc.;

Blockbuster Gift Card, Inc.; Blockbuster Global Services Inc.; Blockbuster International

Spain Inc.; Blockbuster Investments LLC; Blockbuster Procurement LP; Blockbuster

Video Italy, Inc.; Movielink, LLC; Trading Zone, Inc.; and B LLC.2

II. JURISDICTION AND VENUE

2. This court has jurisdiction over this action pursuant to 28 U.S.C. 157 and

1334. This is a core proceeding pursuant to 28 U.S.C. 157. Venue is proper in this

District pursuant to 28 U.S.C. 1408 and 1409. The statutory predicates for the relief

sought herein are 11 U.S.C. 502(a), 509(a), 510(c), and Federal Rules of Bankruptcy

Procedure (FRBP) Rule 7001(2) and (8).

III. PARTIES

3. Creditor-Plaintiff Lyme Regis Partners, LLC (Lyme Regis), a New York

Limited Liability Company, is currently a holder of more than $570,000 of Debtors 9%

Senior Subordinated Notes (Senior Unsecured Notes).

4. Carl Icahn, an individual, is a resident of New York, New York, and served on

the Board of Directors for the Debtor. Mr. Icahn, directly or indirectly (through the

LYME REGIS ADVERSARY COMPLAINT10-14997-brl 2


3/32

defendant entities identified below), owns or controls a portion of Debtors Senior

Secured Notes Due 2014 (Senior Secured Notes). Plaintiff is informed and believes

that, at all relevant times, including May 11, 2005 to the present, Mr. Icahn has been an

insider of the Debtor. To the extent Mr. Icahn was not a statutory insider at any relevant

time, Plaintiff is informed and believes that Mr. Icahn was a non-statutory insider during

that time.

5. Icahn Partners LP, is a Delaware limited partnership, and on information and

belief, holds Debtors Senior Secured Notes.

6. Icahn Partners Master Fund LP, is a Cayman Islands limited partnership, and on

information and belief, holds Debtors Senior Secured Notes.

7. Icahn Partners Master Fund II L.P., is a Cayman Islands limited partnership,

and on information and belief, holds Debtors Senior Secured Notes.

8. Icahn Partners Master Fund III L.P., is a Cayman Islands limited partnership,

and on information and belief, holds Debtors Senior Secured Notes.

9. Icahn Capital LP, is a Delaware limited partnership, and on information and

belief, holds Debtors Senior Secured Notes.

10. Icahn Associates Corp, is a Delaware limited partnership, and on information

and belief, holds Debtors Senior Secured Notes. On information and belief, Mr. Icahn is

the Chairman or Chief Executive Officer of Icahn Associates Corp.

11. Collectively, Defendants Icahn Partners LP, Icahn Partners Master Fund LP,



4/32

Icahn Partners Master Fund II L.P., Icahn Partners Master Fund III L.P., Icahn Capital

LP, and Icahn Associates Corp., are referred to in this Complaint as Mr. Icahns

Affiliates.

IV. FACTUAL ALLEGATIONS

12. On November 11, 2004, shortly after the Debtor split from Viacom Inc., Mr.

Icahn and/or his Affiliates began to buy equity in the Debtor. Plaintiff is informed and

believes that Mr. Icahn and/or entities controlled by Mr. Icahn purchased over 26 million

shares of Debtors common stock. On May 11, 2005, after a proxy battle, Mr. Icahn and

two associates, Strauss Zelnick (Zelnick) and Edward Bleier (Bleier), were elected to

Debtors Board of Directors (the Board). Zelnick and Bleier are still active members of

the Board. In November 2005, Plaintiff is informed and believes that Mr. Icahn and/or

entities controlled by Mr. Icahn purchased $38,000,000 of Debtors preferred stock.

13. On or about July 2, 2007, Mr. Icahn and the Board appointed James W. Keyes

(Keyes) as Debtors Chairman and Chief Executive Officer. On or about September1

12, 2007, Mr. Icahn and the Board appointed Thomas M. Casey (Casey) as Debtors

Executive Vice President and Chief Financial Officer. On or about October 15, 2007,

Mr. Icahn and the Board appointed Eric H. Peterson (Peterson) as Debtors Executive

Vice President, General Counsel & Secretary.

14. In 2008, Plaintiff is informed and believes that Mr. Icahn offered to

See, Blockbuster, Inc. Press Release: Blockbuster Appoints Former 7-Eleven CEO James W.1

Keyes Chairman and CEO, dated July 2, 2007.



5/32

underwrite Debtors potential acquisition of Circuit City, demonstrating his potential

influence over the Debtors financial affairs.

15. Beginning no later than July 1, 2009, Debtor was unable to meet maturing

obligations as they fell due in the ordinary course of business. Debtor was therefore

equitably insolvent, as that term is used within the meaning of Delaware law.

16. On September 14, 2009, via a press release, the Debtor announced a

Proposed Offering of Senior Secured Notes for up to $340 million. The Debtor2

planned to use the proceeds of the Notes to repay all outstanding indebtedness under the

Companys revolving credit facility and its revolving asset-based loan facility in Canada,

to fund fees and expenses of the transaction, and for general corporate purposes.

Furthermore, per the initial terms announced on September 14, 2009, the Senior Secured

Notes would only be guaranteed by the Companys domestic subsidiaries that guarantee

the Companys indebtedness under the [existing] credit agreement, and would have3

been secured by a lien having equal priority to liens granted under the Companys

[existing] credit agreement.4

17. Twenty-four hours later, on September 15, 2009, the Debtor announced its

intention to implement a proposed amendment of its credit agreement and an extension of

See, Blockbuster, Inc. Press Release: Blockbuster Inc. Announces Proposed Offering of Senior2

Secured Notes, dated September 14, 2009.

See, Blockbuster Inc. Form 8-K, dated September 14, 2009.3

Id.4



6/32

its Term Loan B Facility (Term Loan B). Among the proposed terms: (i) the Debtor5

planned to extend the final maturity to May 31, 2012; (ii) to permit the divestiture of

international assets; (iii) to permit the issuance of a portion of the Senior Secured Notes

contemplated in the September 14, 2009 announcement; and (iv) to reduce the quarterly

mandatory amortization payments of the extended Term Loan B as compared to the non-

extended Term Loan B.

18. Seventy-two hours after Debtors September 14, 2009 press release, in a Form

8-K dated September 17, 2009, the Debtor announced the issuance of $675 Million of

Senior Secured Notes Due 2014, effectively increasing the size of the securities offering

by 98.5% ($335 million) in three days.

19. On or before October 1, 2009, the Board approved the issuance of the $675

million in Senior Secured Notes, an amount Plaintiff is informed and believes to be $97.1

million greater than the principal sum received, and $335 million more than the initial

$340 million amount announced in the proposed offering on September 14, 2009.6

20. Thus, the Debtor issued five-year debt, in name only, as Plaintiff is informed

and believes that $498 million (74% of the initial principal amount) of the principal

amount would very likely to be due within just two years and eight months after issuance.

21. Plaintiff is informed and believes that the risk of the Senior Secured Notes

See, Blockbuster Inc. Form 8-K, dated September 15, 2009.5

See, Blockbuster, Inc. Press Release Blockbuster Inc. Announces Pricing of Senior Secured6

Notes, dated September 17, 2009.



7/32

Transaction fell squarely on the shoulders of the holders of Debtors existing 9.00%

Senior Unsecured Notes due September 2012, who found themselves sitting behind a pre-

maturity redemption right that would, on May 31, 2012, require [Debtor] to repurchase

all or any part of their Notes at a purchase price in cash equal to 100% of the principal

amount plus accrued and unpaid interest, if more than $25 million of the Senior Secured

Notes was outstanding at that time. Thus, the 2014 Senior Secured Notes would have7

been more appropriately named the May 31, 2012 Senior Secured Notes.

22. In December 2009, despite Debtors financial problems, the Board approved

discretionary bonuses totaling $850,000 for Keyes, Casey, and Peterson, explaining the8

Boards decision as follows: The discretionary bonuses were primarily awarded to these

three individuals as a result of their contributions to the completion of a $675 million

senior secured notes offering[.]

23. Shortly thereafter, on January 28, 2010, Mr. Icahn resigned from the Board.

24. On or about March 30, 2010, Plaintiff is informed and believes that Mr. Icahn

and/or his Affiliates began aggressively selling their equity interests in the Debtor.9

Indeed, by April 7, 2010, Mr. Icahn and/or his Affiliates ceased to be the beneficial

owner(s) of more than 5% of Debtors equity.10

See, Blockbuster Form 8-K, filed October 5, 2009 at 3.7

See, SEC Form PRE 14A, filed on April 6, 2010 at 25.8

See, SEC Form SC 13D/A, filed on March 31, 2010.9

See, SEC Form SC 13D/A filed on April 8, 2010.10



8/32

25. That same day, on April 7, 2010, CEO Keyes acknowledged Mr. Icahns

ongoing relationship and influence on the Board and the Debtor in general, stating, Carl

[Icahn] remains a good friend. Hes been helpful to us during his tenure on the board and

been a big supporter of our initiatives. He has other investments and boards, but we will

stay in close contact. He could become even more helpful on the outside.11

26. On July 16, 2010, Mr. Icahn received a Semi-Annual Retainer payment of

$4,965.75 from the Debtor, characterized by the Debtor in their bankruptcy schedules as a

Payment to Insiders Made Within 1 Year Prior to Filing.12

27. At a presently undetermined time, believed to be after Mr. Icahn resigned from

the Board (January 28, 2010) and after Mr. Icahn and his Affiliates had dumped their

equity interests in the Debtor (April 7, 2010), Mr. Icahn and his Affiliates began

purchasing Debtors Senior Secured Notes. Plaintiff is informed and believes that,

ultimately, Mr. Icahn and his Affiliates purchased a majority of the aggregate principal

amount of Debtors Senior Secured Notes, at a price well below the face value of those

Notes. Mr. Icahn and/or his Affiliates are parties to the forbearance agreements executed

in July 2010 and August 2010, which relate to the Debtors inability to meet its

obligations under the terms of the Senior Secured Notes. In addition, Mr. Icahn and/or

his Affiliates are parties to the debtor-in-possession (DIP) financing, which was

See,Blockbuster CEO Keyes: Were Rocky 10', TheWrap.com, April 7, 2010.11

See, Docket #381, Page 1,290 of 1,415.12



9/32

authorized in this bankruptcy proceeding.

28. On September 23, 2010, the same day this bankruptcy action was filed, Debtor

filed an SEC 8-K FORM disclosing certain financial projections. At that time, it was

disclosed that material, insider financial information was previously shared with certain

Secured Note holders under confidentiality agreements. Plaintiff is informed and believes

that Mr. Icahn and/or his Affiliates were among the Secured Note holders that received

such information.

FIRST CLAIM FOR RELIEF

EQUITABLE SUBORDINATION AGAINST ALL DEFENDANTS

(11 U.S.C. 502(a) and 510(c) of the Bankruptcy Code)

29. Plaintiff incorporates by reference the allegations in Paragraphs 1 through 28

above, as if fully set forth herein.

30. Defendants, in the aggregate, currently hold Debtors Senior Secured Notes.

The Senior Secured Notes bear interest at a rate of 11.75 % and mature on October 1,

2014. Interest on the Senior Secured Notes was to be payable on January 1, April 1, July

1 and October 1, 2010. In addition, according to the terms of the Senior Secured Notes,

on each January 1, April 1, July 1 and October 1, commencing January 1, 2010, Debtor

was to be required to redeem 3.333% of the aggregate original principal amount of the

Senior Secured Notes at a redemption price of 106% of the principal amount thereof, plus



10/32

accrued and unpaid interest, if any, to the applicable date of redemption. This mandatory

redemption amount was to be reduced by 3.333% of the principal amount of the Senior

Secured Notes redeemed or repurchased (other than pursuant to mandatory redemptions).

This financing scheme resulted in an expense to Debtor of approximately $100 million,

and provided Mr. Icahn and his Affiliates a vehicle to take over the company for a

fraction of its value, to the detriment of the Senior Unsecured Noteholders, including

Plaintiff Lyme Regis.

31. Pursuant to 11 U.S.C. 502(a) and 510(c), the Senior Secured Notes,

DIP financing, loans and any other claims of Mr. Icahn and his Affiliates (Defendants)

should be equitably subordinate to the claims of Plaintiff.

32. Specifically, at all relevant times, Plaintiff is informed and believes that Mr.

Icahn and his Affiliates were statutory insiders to the Debtor, including but not limited to

the definition under 11 U.S.C. 101(31)(B)(i) and (iii). Mr. Icahn was on Debtors

Board for over four and a half years during the relevant time period, and resigned less

than eight months prior to Debtors filing for bankruptcy. Mr. Icahn received a payment

as an insider of the Debtor on July 16, 2010, two months prior to Debtors filing for

bankruptcy. Even after Mr. Icahn resigned from the Board, he has held a close

relationship with Debtors Chief Executive Officer, as well as two current Board

members (Zelnick and Bleier).

33. To the extent Mr. Icahn and his Affiliates are not deemed statutory insiders at



11/32

any relevant time, Plaintiff is informed and believes that they were non-statutory insiders

during those times. It is not necessary for a non-statutory insider to have actual control of

the Debtor, rather that Mr. Icahn has a sufficiently close relationship with the [Debtor]

that his conduct is made subject to closer scrutiny[.] (See,In re U.S. Medical, Inc . (10th

Cir. 2008) 531 F.3d 1272, 1277-1279.)

34. As a statutory and/or non-statutory insider, as well as a member of Debtors

Board of Directors, Mr. Icahn had access (as well as a fiduciary duty as a Board member)

to review, analyze, and effect Debtors strategies, operations, and inner workings,

including insider financial information.

35. For a defendants claim to be equitably subordinated to a plaintiffs claim, the

defendant does not need to have engaged in gross or egregious conduct amounting to

fraud, overreaching or spoilation, if such defendant is either a statutory or non-statutory

insider. (See e.g.,In re Mobile Steel Co. (5th Cir. 1997) 563 F.2d 692, 699-700.) Here,

based on their relationship, Defendants dealings with the Debtor should be rigorously

scrutinized by the courts. (See, In re Fabricators, Inc. (5th Cir. 1991) 926 F.2d 1458,

1465.)

36. With respect to claims by statutory or non-statutory insiders, equitable

subordination is appropriate where: (i) the defendant engaged in some type of inequitable

conduct; (ii) the misconduct resulted in injury to other creditors of the bankrupt or

conferred an unfair advantage on the defendant; and (iii) equitable subordination of the



12/32

claim is consistent with the provisions of the Bankruptcy Code.

37. The facts alleged herein reflect that (i) Defendants engaged in inequitable

conduct, i.e. using their position of power and inside information to sell their equity

interests and essentially convert them into a potentially controlling amount Senior

Secured Notes (i.e. debt), with the knowledge that such Notes would allow Defendants to

gain control of the Debtor during and after it emerged from bankruptcy; (ii) Defendants

misconduct resulted in injury to Plaintiff Lyme Regis, as the Senior Unsecured

Noteholders would not recover any value through the bankruptcy planned by the Debtor

with the Defendants assistance; and/or Defendants misconduct conferred an unfair

advantage on the Defendants, i.e. priority over the Senior Secured Noteholders, when

Defendants would have, without the inside information, been in the equity class and had

their claims resolved after the Senior Unsecured Noteholders; and (iii) equitable

subordination of Defendants claims is consistent with the provisions of the Bankruptcy

Code, and appropriate under the Courts equitable power to reorder the priority of claims

based on inequitable conduct.

38. Based on the facts alleged herein, Defendants had the luxury of purchasing a

potentially controlling amount of debt while relying on their: (1) insider and intimate

knowledge of Debtors operations, personnel landscape, and political inner workings; and

(2) continued influence over the Debtors fiduciaries, that Defendants knew to be willing

and able to facilitate the bankruptcy and DIP financing. After purchasing such debt,



13/32

Defendants facilitated a forbearance agreement to the detriment and/or injury of the

Senior Unsecured Noteholders, including Plaintiff Lyme Regis, and participated in the

structuring of a financing agreement which seeks to compel the Debtor to discharge all of

the guarantees the Debtor gave to the holders of the Senior Unsecured Notes. Given his

long history with the Debtor and entrenched relationships with the Debtors fiduciaries,

including the CEO and two active Board members, Mr. Icahn was in a position to

influence the corporation and had a distinct advantage over other creditors, including

Plaintiff. This influence was further reinforced by Defendants offer to provide the

Debtor with a material portion of the $125,000,000 financing the Debtor claimed was

necessary to transition into a successful going concern during and after bankruptcy.

39. Recognition of a legitimate security interest held by Defendants through the

financing identified above will work an injustice upon Plaintiff. For these reasons,

Defendants claims and/or liens arising from their Senior Secured Notes and DIP

financing should be subordinated to the claims of Plaintiff Lyme Regis.

SECOND CLAIM FOR RELIEF

RECHARACTERIZATION AGAINST ALL DEFENDANTS

(11 U.S.C. 502(a) of the Bankruptcy Code and FRBP 7001(2))

40. Plaintiff incorporates by reference the allegations in Paragraphs 1 through 28,

and Paragraphs 30 through 39 above, as if fully set forth herein.



14/32

41. This court has jurisdiction over this adversary claim pursuant to 28 U.S.C.

157 and 1334. This is a core proceeding pursuant to 28 U.S.C. 157. Venue is proper in

this District pursuant to 28 U.S.C. 1408 and 1409.

42. Pursuant to Section 502(a) of the Bankruptcy Code, and Rule 7001(2) of the

Federal Rules of Bankruptcy Procedure, Plaintiff objects to Defendants claim(s) and

seeks a determination of the validity, priority, and extent of the Defendants purported

liens, including a recharacterization of Defendants claim(s) as equity.

The McMillan Law Firm, A.P.C.

Dated: December 23, 2010 /S/ SCOTT A. MCMILLAN

BY: ______________________________

Scott A. McMillan

Attorneys for Creditor-Plaintiff,

Lyme Regis Partners, LLC



15/32


Evan Kalooky, Cal. Bar. No. 247851

THE MCMILLAN LAW FIRM,APC


La Mesa, California 91941-5230

Telephone: (619) 464-1500 x 14

Facsimile: (206) 600-5095






In re

BLOCKBUSTER, INC., et al.,

Debtors.

Chapter 11

Case No.: 10-14997 (BRL)

(Jointly Administered)

CERTIFICATE OF SERVICE

The undersigned hereby certifies that on December 23, 2010, a true and correct

copy of the following documents were served upon all parties on the attached Master

Service List via e-mail or United States first class mail, postage prepaid, as indicated, in

accordance with the Federal Rules of Bankruptcy Procedure, and by e-mail upon the

parties that receive notifications in this case pursuant to the Courts ECF system:

1. ADVERSARY COMPLAINT FOR EQUITABLE SUBORDINATION AND

RECHARACTERIZATION


16/32

2. PLAINTIFF LYME REGIS STATEMENT OF CORPORATE OWNERSHIP

Dated: December 23, 2010 THE MCMILLAN LAW FIRM,A.P.C.

/S/ SCOTT A. MCMILLAN

BY:

Scott A. McMillan

Attorneys for Lyme Regis Partners, LLC

10-14997 PROOF OF SERVICE 2


17/32

MASTER SERVICE LIST

VIA E-MAIL ECF

J. Ted Donovan on behalf of CreditorBurleson ISA

[email protected]

David G. Aelvoet on behalf of CreditorBexar County

[email protected]

Derek P. Alexander on behalf of Unknown

Rothschild Inc.

[email protected]

Christopher M Alston on behalf of

Unknown Creditors Hogate/Klahanie LLC

[email protected]

Tara B. Annweiler on behalf of Creditor

National Western Life Insurande

Company

[email protected]

Eric N. Assouline on behalf of Creditor

North Beach Retail Plaza, LLC

[email protected]

[email protected]

Joseph H. Baldiga on behalf of Creditor

Richardson ISD

[email protected]

[email protected]

William W. Barrett on behalf on Unknown

Robert and Donna Dhondt

[email protected]

[email protected]

Leon I. Behar on behalf of Attorney New

York City Economic Development Corp.

[email protected]

Christopher Robert Belmonte on behalf of

Interested Party Moodys Investors Service

[email protected]

[email protected]

Shaya M. Berger on behalf of Unknown

Lycos, Inc.

[email protected]

Karen C. Bifferato on behalf of Creditor

Inland American Retail Management, LLC

[email protected]

Peter D. Bilowz on behalf of Creditor

Beverly Plaza LLC

[email protected]

David M. Blau on behalf of Creditor

BSLM LLC

[email protected]

mailto:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]


18/32

Jean Winborne Boyles on behalf of

Creditor NCP Fayetteville LLC

[email protected]

[email protected]

Dustin Parker Branch on behalf of

Creditor Alecta Real Estate Investments

LLC

[email protected]

[email protected]@kattenlaw.com

Lynn Hamilton Butler on behalf of

Creditor Far West & Woodhollow Ltd

[email protected]

[email protected]

Barbara Lee Caldwell on behalf of

Creditor Maricopa County

[email protected]

James S. Carr on behalf of Creditor Aston

Properties

KDWBankruptcyDepartment@kelleydrye.

com

C. Randall Carr on behalf of Unknown

Texas Commercial Funding Group LLC

[email protected]

E. Rebecca Case on behalf of Creditor Ct.

Charles Partnership LP

[email protected]

Eugene Chang on behalf of Creditor TKG

Pinole LLC

[email protected]

Chistopher Chicoineo on behalf of

Interested Party Grand M-P LLC

[email protected]

Shawn M. Christianson on behalf of

Creditor Oracle America Inc

[email protected]@buchalter.com

anthony J Cichello on behalf of Creditor

GPB Real Estate I LLC

[email protected]

Marvin E. Clements on behalf of Creditor

Tennessee Department of Revenue

[email protected]

Steven J. Cohen on behalf of Interested

Party SBJ IP Holdings1 LLC

[email protected]

Bradley S. Copeland on behalf of unknown

Village Square Partners

[email protected]

Lawrence D. Coppel on behalf of Creditor

Southgate Marketplace LLLP

[email protected]

[email protected]

Sheila de la Cruz on behalf of Unknown

Schooler Properties of Butler Road I LLC

[email protected]

mailto:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]


19/32

Ronald David Degen on behalf of Creditor

Restani Development Corp.

[email protected]

Sam Della Fera on behalf of Creditor

Federal Business Centers

[email protected]

Benjamin P. Deutsch on behalf of CreditorDreyers Grand Ice Cream Inc

[email protected]

John P. Dillman on behalf of Creditor Cityof Clute

[email protected]

Cynthia G. Dooley on behalf of Creditor

Prosperity Farms

[email protected]

David M. Eisenberg on behalf of Creditor

ATMF Corporation

[email protected]

Earle I. Erman on behalf of Creditor

ATMF Corporation

[email protected]

Belkys Escobar on behalf of Creditor

Fairway North Beach LLC

[email protected]

Elizabeth K. Flaagan on behalf of

Interested Party CSG Systems, Inc

[email protected]

J. David Forsyth on behalf of Creditor

Shanri Holdings Cororation c/o The

Pelican Group

[email protected]

Shawn Randall Fox on behalf of Creditor

ADT Security Services Inc

[email protected]

[email protected]

Joseph A. Friedman on behald of Creditor

35/WCD Century South KC Ltd,

successor in interest to Austin BryantProperties No. 5 LP and Pittsburgh

National Bank, Trustee

[email protected]

[email protected]

Brent A. Friedman on behalf of Creditor

LW Jog SC Ltd

[email protected]

Barry W. Frost on behalf of Creditor

Center Plaza Limited Partnership

[email protected]

James Gadsden on behalf of unknown

County of Bexar, Texas

[email protected]

Elisabetta Gasparini on behalf of US

Trustee United States Trustee

[email protected]

mailto:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]


20/32

Karen L. Gilman on behalf of Unknown

Toys R Us

[email protected]

[email protected]

Steven A. Ginther on behalf of Creditor

Missouri Department of Revenue

[email protected]

Eduardo J. Glas on behalf of Creditor

Libbey, Inc

[email protected]

Ronald Eric Gold on behalf of Creditor

Glimcher Properties Limited Partnership

[email protected]

[email protected]

[email protected]

[email protected]

David A. Golin on behalf of Creditor

InSite Landlords

[email protected]

Stephen A. Goodwin on behalf of Creditor

Chase Paymenttech Solutions LLC

[email protected]

Michael J. Grohs on behalf of Creditor FM

Facility Maintenance LLC f/k/a IPT LLC

[email protected]

Richard F. Hahn on behalf of Unknown

Rothschild Inc

[email protected]

[email protected]

[email protected]

William L. Hallam on behalf of Unknown

Kentlands Retail Inc

[email protected]

[email protected]

Nelson G Harris on behalf of Creditor

Mission Valley Shopping Center LLC

[email protected]

Juandisha Harris of behalf of Creditor

State of Michigan, Department of Treasury

[email protected]

[email protected]

Neil E. Herman on behalf of Creditor

Kimco Realty Corporation

[email protected]

James V Hoeffner on behalf of Unknown

Betty Ann Cummins

Nancy Hotchkiss on behalf of Creditor

Grett-Sutter square LP

[email protected]

mailto:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]


21/32

Casey B. Howard on behalf of Unknown

HSC Realty, LLC

[email protected]

Patrick Howell on behalf of Creditor Red

Prairie Corporation d/b/a RedPrairie

Retail Productivity Solution

[email protected]

[email protected]@whdlaw.com

Jonathan L. Howell on behalf of Creditor

TSCA-222 Limited Partnership

[email protected]

Yolanda M. Humphrey on behalf of

Creditor Committee Official Committee of

Unsecured Creditors

[email protected]

Lori Lapin Jones on behalf of Creditor 53

Fordham LLC

[email protected]

Dexter D. Joyner on behalf of Creditor

Pasadena Independent School District

[email protected]

[email protected]

Steven Z. Jurista on behalf of Creditor

West Caldwell Plaza LLC

[email protected]

[email protected]

Richard S. Kanowitx on behalf of Creditor

Committee Oddicial Commitee of

Unsecured Creditors

[email protected]

Jason M. Karaffa on behalf of Creditor

Wisconsin Electric Power Company

[email protected]

Stephen Karotkin on behalf of Debtor B2

LLC

[email protected]

[email protected]

[email protected]

Susan R. Katzoff on behalf of Creditor

COR Canada Road Company, LLC

[email protected]

[email protected]

Craig I. Kelley on behalf of Creditor Four

Florida Shopping Center Properties LP

[email protected]

Steven W. Kelly on behalf of CreditorADLP-M&H, LLC

[email protected]

Irene L. Kiet on behalf of Creditor ThriftyPayless Inc.

[email protected]

mailto:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]


22/32

Howard B. Kleinberg on behalf of Creditor

Gazza Properties, Inc

[email protected]

[email protected]

Alexander S. Kleinberg on behalf of

Creditor KeyBank National Association, as

Trustee of the JW Wheeler Trust

[email protected]

Jeffrey Kurtzman on behalf of Creditor

Goldenberg Management Inc

[email protected]

Ian S. Landsberg on behalf of Creditor

Alta Mira Shopping Center LLC

[email protected]

Michael S. Leib on behalf on Creditor

VCE, LLC

[email protected]

[email protected]

Robert R. Leinwand on behalf of

Unknown Commack Shopping Center

Associates

[email protected]

[email protected]

Raymond H. Lemisch on behalf on

Intersted Party 22300 Lake Shore

Boulevard LLC

[email protected]

[email protected]

[email protected]

[email protected]

[email protected]

[email protected]

Allen M. Levine on behalf of Interested

Party Marvin L. Lindner Associates LLC

[email protected]

Sara E. Lorber on behalf of Creditor

DeKalb Associates KKC

[email protected]

Christine D. Lynch on behalf of Creditor

Beverly Plaza LLC

[email protected]

John S. Mairo on bahalf of Creditor Stiles

Circle Associates

[email protected]

[email protected]

[email protected]@pbnlaw.com

[email protected]

[email protected]

Paul A. Marber on behalf of Plaintiff

Hesson Williams-Moore

[email protected]

mailto:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]


23/32

Kyle Mathews on behalf of Unknown U.S.

Bank National Association, as Indenture

Trustee and Collateral Agent

[email protected]

Jaspreet Singh Mayall on behalf of

Creditor 409-423 WFP Shirley LLC

[email protected]

Jil Mazer-Marino on behalf of Creditor

Allegheny Power Company

[email protected]

[email protected]

Annette Kerlin McBrayer on behalf of

Creditor Ridge Crossing, LLC

[email protected]

David McCall on behalf of Creditor Collin

County Tax Assessor/Collector

[email protected]

David J. McCarthy on behalf of Unknown

U.S. Bank National Association, as

Indenture Trustee and Collateral Agent

[email protected]@sheppardmullin.com

[email protected]

Frank McInn on behalf of Creditor Iron

Mountain Information Management, Inc

[email protected]

Michelle McMahon on behalf of Creditor

TSC, LC

[email protected]

[email protected]

Scott A. McMillan on behalf of Creditor


[email protected]

[email protected]

[email protected]

[email protected]

Jeffrey Meyers on behalf of Creditor

Centro Properties Group

[email protected]

Phillip Mindlin on behalf of Creditor NCR

Corporation

[email protected]

[email protected]

Kevin P. Montee on behalf of Creditor

Balfour Properties LLC

[email protected]

Thomas R. Morris on behalf of Creditor

City center Associates LLC

[email protected]

Kevin Michael Newman on behalf of

Creditor Dicephalous II Company, LLC

[email protected]

mailto:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]


24/32

Kristin D. Ogburn on behalf of Creditor

Childress Klein Properties

[email protected]

[email protected]

Traceey M Ohm on behalf of Creditor

Unknown University Place LLC

[email protected]

Dana S. Plon on behalf of Creditor PM

Quakertown Associates, LP

[email protected]

David M. Poitras on behalf of Interested

Party THQ Inc

[email protected]

David L. Pollack on behalf of Creditor

Centro Properties Group

[email protected]

Constantine Pourakis on behalf of

Creditor Langfan & Company

[email protected]

Paul A. Rachmuth on behalf of Intersted

Party Ad Hoc Commitee of Equity

Security Holders

[email protected]

John J. Rapisardi on behalf of Carl Icahn;

Icahn Partners LP; Icahn Partners Master

Fund LP, Icahn Partners Master Fund II

L.P.; Icahn Partners Master Fund III L.P.;

Icahn Capital LP; and Icahn Associates

Corp.

[email protected]

[email protected]

[email protected]

[email protected]

Eric R. Ray on behalf of Creditor AlabamaPower Company

[email protected]

Jeremy Brown Reckmeyer on behalf ofInterested Party Olympic Investments, Ltd

[email protected]

Michael Reed on behalf of Creditor Texas

Ad Valorem Tax Claimants

[email protected]

Martha E. Romero on behalf of Unknown

San Bernardino County

[email protected]

George Rosenberg on behalf of Creditor

Treasurer of Arapahoe County, Colorado

[email protected]

Alex R. Rovira on behalf of interested

Party Steering Group of DIP Lenders,Roll-Up Noteholders and Senior

Noteholders

[email protected]

[email protected]

mailto:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]:[email protected]


25/32

Diane W. Sanders on behalf of Creditor

Nueces Couny

[email protected]

Robert M. Sasloff on behalf of Creditor

Credera Enterprises Company

[email protected]

John Scott on behalf of Interested PartyUniversal Studios Home Entertainment

LLC

[email protected]

James P. Seery on behalf of CreditorSteering Group of Senior Secured

Noteholders

[email protected]

[email protected]

Susan K. Selfin on behalf of Unknown

KFT Entreprises No 2 LP

[email protected]

Andrea Sheehan on behalf of Creditor

Carrollton-Farmers Branch ISD

[email protected]

[email protected]@yahoo.com

[email protected]

Aaron M. Silver on behalf of Creditor

Brownstone Shopping Plaza, LLC as

assignee to Telegraph/west Shopping

Center Associates, LLC

[email protected]

William M. Silverman on behalf of

Creditor FM Facility Maintenace LLC

f/k/a IPT, LLC

[email protected]

S. Steward Smith on behalf of Creditor

EPB of Chattanooga

[email protected]

[email protected]

Owen M. Sonik on behalf of Creditor

Spring Branch Independent SchoolDistrict

[email protected]

Martin Sosland on behalf of Debtor

Blockbuster Inc.

[email protected]

[email protected]

S. Alan Stanley on behalf of Unknown BIC

Management Corporation

[email protected]

[email protected]

Stephen Z. Starr on behalf of InterestedParty Safeway Inc.

[email protected]

[email protected]

Matthew G. Summers on behalf ofCreditor BIT Holdings Fifty-Two, Inc

[email protected]



26/32

Robert D. Tepper on behalf of Creditor

MidAmerica Assett Management, Inc. a

agent for Regency Plaza, LLC

[email protected]

[email protected]

Christina M. Thompson on behalf of

Creditor Inland America Retail

Management, LLC

[email protected]

Melinda S. Thornton on behalf of Creditor

Miami-Dade County Tax Collector

[email protected]

Edward J. Tredinnick on behalf of

Creditor Lyons Land & Cattle, Inc

[email protected]

Ronald M. Tucker on behalf of Creditor

Simon Property Group, Inc

[email protected]

[email protected]

[email protected]@simon.com

[email protected]

[email protected]

Lori V. Vaughan on behalf of Interested

Party Publix Super Markets, Inc

[email protected]

[email protected]

Pamela K. Webster on behalf of Creditor

Sony Pictures Home Entertainment, Inc

[email protected]

Cory L. Weiss on behalf of Creditor ERP

Operating Limited Partership

[email protected]

Elizabeth Weller on behalf of Creditor

Bexar County

[email protected]

Stephen D. Wheelis on behalf of Creditor

City of Alexandria, Lousiana

[email protected]

William Douglas White on behalf of

Creditor Atlantic City Electric

[email protected]

Elisabeth A. Wilson on behalf of Unknown

3501 Mc Kinney, Ltd.

[email protected]

Karon Y. Wright on behalf of Creditor c/o

Karon Y. Wright Travis County

[email protected]@co.travis.tx.us

Richard L. Zucker on behalf of Creditor

95 Washington LLC

[email protected]



27/32


28/32

Brian Shoichi Masumoto on behalf of U.S.

Trustee United States Trustee

Office of the United States Trustee

33 Whitehall Street

21 Floorst

New York, NY 10004

Robert N. Michaelson on behalf of Creditor

CS University Place, II, LLC

The Michaelson Law Firm

11 Broadway

Suite 615

New York, NY 10004

Saul Ewing LLP

Mark Minuti on behalf of Creditor CVS

Pharmacy

222 Delaware Ave Ste 1200

PO Box 1266

Wilmington, DE 19899

Wasserman Jurista & Stolz PC

Steven Z Jurista

225 Millburn Ave Ste 207

PO Box 1029

Millburn, NJ 07041-0000

Frank R. Monroe on behalf of Unknown

Betty Cummins

Graves, Dougherty, Hearon & Moody, PC401 Congress Avenue

Suite 2200

Austin, TX 78701

Tendra G. Pug on behalf of Unknown

McGuire Woods LLP

McGuire Woods LLP201 North Tryon Street

PO Box 31247

Charlotte, NC 28231

Terri A. Roberts on behalf of Creditor Pima

County, Arizona

Office of the Pima County Attorney

Civil Division

32 North Stone Avenue, Suite 2100

Tucson, AZ 85701-1412

Kenneth A. Rosen on behalf of Creditor

International Paper

Lowenstein Sandler, PC

65 Livingston Avenue

Rosaland, NJ 07068

James Wallace on behalf of CreditorEquitable Gas Bankruptcy Department

Griffith McCague & Wallace PC

The Gulf Tower, 38 Floorth

707 Grant Street

Pittsburgh, PA 15219

Timothy W. Walsh on behalf of CreditorCognizant Technology Solutions

DLA Piper LLP (US)

1251 Avenue of the Americas

New York, NY 10020-1104

John B. Williams on behalf of Unknown

Berkeley Electric Cooperative, Inc

Williams and Hulst, LLC

209 Main Street

PO box 1288Moncks Corner, SC 29461

Wheelis & Rozanski

Mr Stephen D Wheelis

PO Box 13199

Alexandria, LA 71315-3199



29/32

Weil Gotshal & Manges LLP

Stephen Karotkin Esq and Martin A Sosland

Esq767 Fifth Avenue

New York, NY 10153

Blockbuster Inc

Attn Rod McDonald

1201 Elm Street

Dallas, TX 72570

AT&T Services IncJames W Grudus General Attorney

One AT&T Way Room 3A218

Bedminster, NJ 07921

David A Segal3523 McKinney Avenue No 611

Dallas, TX 75204

Goulston & Storrs PC

Christine D Lynch Peter D Bilowz

400 Atlantic Ave

Boston, MA 02110-3333

Integrated Process Technologies

James Reavey President CEO

10 Columbus Blvd 4th Floor

a k a FM Facility Maintenance

Hartford, CT 06106

Internal Revenue Service

Centralized Insolvency Operation

11601 Roosevelt Blvd

Mail Drop N781

Philadelphia, PA 19255-0002

Internal Revenue Service

Centralized Insolvency Operation

PO Box 21126

Philadelphia, PA 19114-0326

Katten Muchin Rosenman LLP

Thomas J Leanse & Dustin P Branh

2029 Century Park E Ste 2600

Los Angeles, CA 90067-3012

Lasser Hochman LLC

Richard L Zucker

75 Eisenhower Pkwy

Roseland, NJ 07068-0000

Linebarger Goggan Blair & Sampson LLP

David G Aelvoet711 Navarro Ste 300

Travis Building

San Antonio, TX 78205

Missouri Department of Revenue

Steven A GintherPO Box 475

Bankruptcy Unit

Jefferson City, MO 65105-0475

McCreary Veselka Bragg & Allen PC

Michael Reed

PO Box 1269

Round Rock, TX 78680

Office of US Attorney SDNY

Preet Bharara

1 St Andrews Plaza

Claims Unit Rm 417

New York, NY 10007

Office of New York State

Attorney GeneralAndrew M Cuomo

120 Broadway

New York, NY 10271

Robinson Brog Leinwand Greene Genovese

& Gluck PCRobert R Leinwand

875 3rd Ave 9th Fl

New York, NY 10022



30/32

Scott Siegel

1 Granada Lane

Atlantic Beach, NY 11509

Secretary of State

123 William St

New York, NY 10038-3804

Secretary of State

Division of Corporations99 Washington Ave Ste 600

One Commerce Plz

Albany, NY 12231-0001

Teich Groh

Barry W Frost691 State Hwy 33

Trenton, NJ 08619-0000

Sparber Annen Morris & Gabriel APLC

Todd R Gabriel

701 B St Ste 1400

San Diego, CA 92101

The Bank of New York Trust Company NA

Attn Corporate Trust

600 N Pearl St Ste 420

Dallas, TX 75201

The Bank of New York Mellon Trust

Company NA

Attention Stuart Rothenberg Vice President

101 Barclay Street 8 West

New York, NY 10286

US Department of Justice SDNY

86 Chambers St

New York, NY 10007

John J. Rapisardi

George A. Davis

CADWALADER, WICKERSHAW & TAFT

LLP

One World Financial Center

New York, New York 10281

Peter Friedman

CADWALADER, WICKERSHAW & TAFT

LLP

700 6 Street, NWth

Washington, DC 20001

Paul RachmuthGERSTEN SAVAGE LLP

600 Lexington Avenue

New York, New York 10022



31/32


The McMillan Law Firm, APC


La Mesa, CA 91941-5230

Telephone: (619) 464-1500 x 14

Facsimile: (206) 600-5095






In re

BLOCKBUSTER INC., et al.,

Debtors.

Chapter 11

Ch. 11 Case No. 10-14997-brl

Jointly Administered Cases

Lyme Regis Partners, LLC, a New York

Limited Liability Company,

Plaintiff,

v.

Carl Icahn, Icahn Partners LP, Icahn

Partners Master Fund LP, Icahn Partners

Master Fund II L.P., Icahn Partners

Master Fund III L.P., Icahn Capital LP,

and Icahn Associates Corp,

Defendants

PLAINTIFF LYME REGIS

STATEMENT OF CORPORATE

OWNERSHIP


32/32

STATEMENT OF CORPORATE OWNERSHIP FOR PLAINTIFF LYME REGIS

Pursuant to Federal Rules of Bankruptcy Procedure Rule 7007.1, and this

Districts Local Rule 7007.1-1, Plaintiff Lyme Regis Partners, LLC, certifies that:

[ ] Following is a complete list of all corporations, other than governmental units, that

directly or indirectly own 10% or more of any class of interest(s) in Lyme Regis:

OR

[X] There are no corporations, other than governmental units, that directly or indirectly

own 10% or more any class of interest(s) in Lyme Regis.

Lyme Regis, through undersigned counsel, certifies that it shall file a supplemental

statement promptly upon any change in circumstances that renders this Statement of

Corporate Ownership inaccurate.

The McMillan Law Firm, A.P.C.

Dated: December 23, 2010 /S/ SCOTT A. MCMILLAN

BY: ______________________________

Scott A. McMillan

Attorneys for Creditor-Plaintiff,


Ch 11 Case No 10-14997-brl LYME REGIS CORP OWNERSHIP STATEMENT

Documents

Lyme Regis Partners v Carl Icahn