THORNWOOD ASSOCIATES LIMITED PARTNERSHIP

SEC source: 0000928475-08-000246 · form4070308_ex.xml · nonDerivative · entry 1

ICAHN CARL C · CIK 0000921669 · Director · 10% owner · please see all footnotes

THORNWOOD ASSOCIATES LP · CIK 0001257325 · 10% owner · please see all footnotes

BARBERRY CORP. · CIK 0000860851 · 10% owner · please see all footnotes

ICAHN ENTERPRISES HOLDINGS L.P. · CIK 0001034563 · 10% owner · please see all footnotes

ICAHN ENTERPRISES G.P. INC. · CIK 0001257324 · 10% owner · please see all footnotes

BECKTON CORP · CIK 0001080113 · 10% owner · please see all footnotes

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · please see footnotes

Disclosed balance after: 75,241,924

F6 · kind: As a result of the transactions consummated pursuant to the Stock Purchase Agreement dated as of July 3, 2008, among Thornwood, FM Holdings, Icahn Enterprises Holdings and Barberry, 50,750,000 of the Shares formerly held by Thornwood are now held by FM Holdings.

F6 · shares: As a result of the transactions consummated pursuant to the Stock Purchase Agreement dated as of July 3, 2008, among Thornwood, FM Holdings, Icahn Enterprises Holdings and Barberry, 50,750,000 of the Shares formerly held by Thornwood are now held by FM Holdings.

F6 · price: As a result of the transactions consummated pursuant to the Stock Purchase Agreement dated as of July 3, 2008, among Thornwood, FM Holdings, Icahn Enterprises Holdings and Barberry, 50,750,000 of the Shares formerly held by Thornwood are now held by FM Holdings.

F6 · acquired: As a result of the transactions consummated pursuant to the Stock Purchase Agreement dated as of July 3, 2008, among Thornwood, FM Holdings, Icahn Enterprises Holdings and Barberry, 50,750,000 of the Shares formerly held by Thornwood are now held by FM Holdings.

F1 · balance_after: Thornwood Associates Limited Partnership ("Thornwood") directly beneficially owns 24,491,924 Shares. Barberry Corp. ("Barberry") is the general partner of Thornwood. Barberry is 100 percent owned by Carl C. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by each of the foregoing entities. Each of Barberry (by virtue of its relationship to Thornwood) and Mr. Icahn (by virtue of his relationship to Barberry), may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Thornwood owns. Each of Barberry and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F2 · balance_after: IEH FM Holdings LLC ("FM Holdings") directly beneficially owns 50,750,000 Shares. Icahn Enterprises Holdings L.P. ("Icahn Enterprises Holdings") is the sole member of FM Holdings. Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP") is the general partner of Icahn Enterprises Holdings. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises GP. Beckton is 100 percent owned by Carl C. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by each of the foregoing entities.

F3 · balance_after: In addition, Mr. Icahn is the indirect holder of approximately 91% 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.

F4 · balance_after: Each of Icahn Enterprises Holdings, Icahn Enterprises GP and Beckton (by virtue of their relationship to FM Holdings) and Mr. Icahn (by virtue of his relationship to Beckton), may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which FM Holdings owns. Each of Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F5 · balance_after: Does not include 34,798 Shares owned by Gail Golden, the spouse of Mr. Icahn. Mr. Icahn, by virtue of his relationship to Ms. Golden, may be deemed to beneficially own such Shares. Mr. Icahn disclaims beneficial ownership of such Shares for all purposes.

F6 · balance_after: As a result of the transactions consummated pursuant to the Stock Purchase Agreement dated as of July 3, 2008, among Thornwood, FM Holdings, Icahn Enterprises Holdings and Barberry, 50,750,000 of the Shares formerly held by Thornwood are now held by FM Holdings.

F1 · ownership.nature: Thornwood Associates Limited Partnership ("Thornwood") directly beneficially owns 24,491,924 Shares. Barberry Corp. ("Barberry") is the general partner of Thornwood. Barberry is 100 percent owned by Carl C. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by each of the foregoing entities. Each of Barberry (by virtue of its relationship to Thornwood) and Mr. Icahn (by virtue of his relationship to Barberry), may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Thornwood owns. Each of Barberry and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F2 · ownership.nature: IEH FM Holdings LLC ("FM Holdings") directly beneficially owns 50,750,000 Shares. Icahn Enterprises Holdings L.P. ("Icahn Enterprises Holdings") is the sole member of FM Holdings. Icahn Enterprises G.P. Inc. ("Icahn Enterprises GP") is the general partner of Icahn Enterprises Holdings. Beckton Corp. ("Beckton") is the sole stockholder of Icahn Enterprises GP. Beckton is 100 percent owned by Carl C. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by each of the foregoing entities.

F3 · ownership.nature: In addition, Mr. Icahn is the indirect holder of approximately 91% 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.

F4 · ownership.nature: Each of Icahn Enterprises Holdings, Icahn Enterprises GP and Beckton (by virtue of their relationship to FM Holdings) and Mr. Icahn (by virtue of his relationship to Beckton), may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which FM Holdings owns. Each of Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F5 · ownership.nature: Does not include 34,798 Shares owned by Gail Golden, the spouse of Mr. Icahn. Mr. Icahn, by virtue of his relationship to Ms. Golden, may be deemed to beneficially own such Shares. Mr. Icahn disclaims beneficial ownership of such Shares for all purposes.

SEC source: 0000928475-08-000088 · form4022608cci_ex.xml · derivative · entry 2

ICAHN CARL C · CIK 0000921669 · Director · 10% owner · see footnotes 1 - 4

THORNWOOD ASSOCIATES LP · CIK 0001257325 · 10% owner · see footnotes 1 - 4

BARBERRY CORP. · CIK 0000860851 · see footnotes 1 - 4

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · please see footnotes

Disclosed balance after: 0

Underlying: Common Stock · 50,100,000 shares

Expires not disclosed

F3 · security: On February 25, 2008, Thornwood exercised in full the options set forth in the Option Agreement (as defined in the Form 3 filed by Thornwood and affiliates on January 7, 2008 (the "Form 3")). The description of the terms of the Option Agreement set forth in footnotes 4 and 5 to the Form 3 is incorporated herein by reference. Pursuant to the Option Agreement, Thornwood acquired from the Trust (as defined in the Form 3) 50,100,000 shares of Class B Common stock of FMO, which automatically converted into Shares upon exercise of the options. The aggregate purchase price was $900 million, of which: (i) $400 million was satisfied with a 7-year unsecured promissory note from Thornwood, bearing interest at a fixed rate equal to 4.03969% per annum; (ii) $125 million was satisfied through the discharge by an affiliate of Thornwood of a 60-day interest-free secured loan to the Trust; and (iii) $375 million was paid in cash by Thornwood to the Trust.

F4 · security: Certain persons have asserted and might continue to assert that they had and have the right to acquire up to an approximate 11.7% interest in the Shares that Thornwood has now acquired from the Trust.

F3 · derivative.exercise_price: On February 25, 2008, Thornwood exercised in full the options set forth in the Option Agreement (as defined in the Form 3 filed by Thornwood and affiliates on January 7, 2008 (the "Form 3")). The description of the terms of the Option Agreement set forth in footnotes 4 and 5 to the Form 3 is incorporated herein by reference. Pursuant to the Option Agreement, Thornwood acquired from the Trust (as defined in the Form 3) 50,100,000 shares of Class B Common stock of FMO, which automatically converted into Shares upon exercise of the options. The aggregate purchase price was $900 million, of which: (i) $400 million was satisfied with a 7-year unsecured promissory note from Thornwood, bearing interest at a fixed rate equal to 4.03969% per annum; (ii) $125 million was satisfied through the discharge by an affiliate of Thornwood of a 60-day interest-free secured loan to the Trust; and (iii) $375 million was paid in cash by Thornwood to the Trust.

F4 · derivative.exercise_price: Certain persons have asserted and might continue to assert that they had and have the right to acquire up to an approximate 11.7% interest in the Shares that Thornwood has now acquired from the Trust.

F3 · kind: On February 25, 2008, Thornwood exercised in full the options set forth in the Option Agreement (as defined in the Form 3 filed by Thornwood and affiliates on January 7, 2008 (the "Form 3")). The description of the terms of the Option Agreement set forth in footnotes 4 and 5 to the Form 3 is incorporated herein by reference. Pursuant to the Option Agreement, Thornwood acquired from the Trust (as defined in the Form 3) 50,100,000 shares of Class B Common stock of FMO, which automatically converted into Shares upon exercise of the options. The aggregate purchase price was $900 million, of which: (i) $400 million was satisfied with a 7-year unsecured promissory note from Thornwood, bearing interest at a fixed rate equal to 4.03969% per annum; (ii) $125 million was satisfied through the discharge by an affiliate of Thornwood of a 60-day interest-free secured loan to the Trust; and (iii) $375 million was paid in cash by Thornwood to the Trust.

F4 · kind: Certain persons have asserted and might continue to assert that they had and have the right to acquire up to an approximate 11.7% interest in the Shares that Thornwood has now acquired from the Trust.

F3 · shares: On February 25, 2008, Thornwood exercised in full the options set forth in the Option Agreement (as defined in the Form 3 filed by Thornwood and affiliates on January 7, 2008 (the "Form 3")). The description of the terms of the Option Agreement set forth in footnotes 4 and 5 to the Form 3 is incorporated herein by reference. Pursuant to the Option Agreement, Thornwood acquired from the Trust (as defined in the Form 3) 50,100,000 shares of Class B Common stock of FMO, which automatically converted into Shares upon exercise of the options. The aggregate purchase price was $900 million, of which: (i) $400 million was satisfied with a 7-year unsecured promissory note from Thornwood, bearing interest at a fixed rate equal to 4.03969% per annum; (ii) $125 million was satisfied through the discharge by an affiliate of Thornwood of a 60-day interest-free secured loan to the Trust; and (iii) $375 million was paid in cash by Thornwood to the Trust.

F4 · shares: Certain persons have asserted and might continue to assert that they had and have the right to acquire up to an approximate 11.7% interest in the Shares that Thornwood has now acquired from the Trust.

F3 · price: On February 25, 2008, Thornwood exercised in full the options set forth in the Option Agreement (as defined in the Form 3 filed by Thornwood and affiliates on January 7, 2008 (the "Form 3")). The description of the terms of the Option Agreement set forth in footnotes 4 and 5 to the Form 3 is incorporated herein by reference. Pursuant to the Option Agreement, Thornwood acquired from the Trust (as defined in the Form 3) 50,100,000 shares of Class B Common stock of FMO, which automatically converted into Shares upon exercise of the options. The aggregate purchase price was $900 million, of which: (i) $400 million was satisfied with a 7-year unsecured promissory note from Thornwood, bearing interest at a fixed rate equal to 4.03969% per annum; (ii) $125 million was satisfied through the discharge by an affiliate of Thornwood of a 60-day interest-free secured loan to the Trust; and (iii) $375 million was paid in cash by Thornwood to the Trust.

F4 · price: Certain persons have asserted and might continue to assert that they had and have the right to acquire up to an approximate 11.7% interest in the Shares that Thornwood has now acquired from the Trust.

F3 · derivative.exercise_date: On February 25, 2008, Thornwood exercised in full the options set forth in the Option Agreement (as defined in the Form 3 filed by Thornwood and affiliates on January 7, 2008 (the "Form 3")). The description of the terms of the Option Agreement set forth in footnotes 4 and 5 to the Form 3 is incorporated herein by reference. Pursuant to the Option Agreement, Thornwood acquired from the Trust (as defined in the Form 3) 50,100,000 shares of Class B Common stock of FMO, which automatically converted into Shares upon exercise of the options. The aggregate purchase price was $900 million, of which: (i) $400 million was satisfied with a 7-year unsecured promissory note from Thornwood, bearing interest at a fixed rate equal to 4.03969% per annum; (ii) $125 million was satisfied through the discharge by an affiliate of Thornwood of a 60-day interest-free secured loan to the Trust; and (iii) $375 million was paid in cash by Thornwood to the Trust.

F4 · derivative.exercise_date: Certain persons have asserted and might continue to assert that they had and have the right to acquire up to an approximate 11.7% interest in the Shares that Thornwood has now acquired from the Trust.

F3 · derivative.expiration_date: On February 25, 2008, Thornwood exercised in full the options set forth in the Option Agreement (as defined in the Form 3 filed by Thornwood and affiliates on January 7, 2008 (the "Form 3")). The description of the terms of the Option Agreement set forth in footnotes 4 and 5 to the Form 3 is incorporated herein by reference. Pursuant to the Option Agreement, Thornwood acquired from the Trust (as defined in the Form 3) 50,100,000 shares of Class B Common stock of FMO, which automatically converted into Shares upon exercise of the options. The aggregate purchase price was $900 million, of which: (i) $400 million was satisfied with a 7-year unsecured promissory note from Thornwood, bearing interest at a fixed rate equal to 4.03969% per annum; (ii) $125 million was satisfied through the discharge by an affiliate of Thornwood of a 60-day interest-free secured loan to the Trust; and (iii) $375 million was paid in cash by Thornwood to the Trust.

F4 · derivative.expiration_date: Certain persons have asserted and might continue to assert that they had and have the right to acquire up to an approximate 11.7% interest in the Shares that Thornwood has now acquired from the Trust.

F3 · derivative.underlying_shares: On February 25, 2008, Thornwood exercised in full the options set forth in the Option Agreement (as defined in the Form 3 filed by Thornwood and affiliates on January 7, 2008 (the "Form 3")). The description of the terms of the Option Agreement set forth in footnotes 4 and 5 to the Form 3 is incorporated herein by reference. Pursuant to the Option Agreement, Thornwood acquired from the Trust (as defined in the Form 3) 50,100,000 shares of Class B Common stock of FMO, which automatically converted into Shares upon exercise of the options. The aggregate purchase price was $900 million, of which: (i) $400 million was satisfied with a 7-year unsecured promissory note from Thornwood, bearing interest at a fixed rate equal to 4.03969% per annum; (ii) $125 million was satisfied through the discharge by an affiliate of Thornwood of a 60-day interest-free secured loan to the Trust; and (iii) $375 million was paid in cash by Thornwood to the Trust.

F4 · derivative.underlying_shares: Certain persons have asserted and might continue to assert that they had and have the right to acquire up to an approximate 11.7% interest in the Shares that Thornwood has now acquired from the Trust.

F1 · ownership.nature: Thornwood Associates Limited Partnership ("Thornwood") directly beneficially owns 75,241,924 Shares. Barberry Corp. ("Barberry") is the general partner of Thornwood. Barberry is 100 percent owned by Carl C. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by each of the foregoing entities. Each of Barberry (by virtue of its relationship to Thornwood) and Mr. Icahn (by virtue of his relationship to Barberry), may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Thornwood owns. Each of Barberry and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F2 · ownership.nature: Does not include 34,798 Shares owned by Gail Golden, the spouse of Mr. Icahn. Mr. Icahn, by virtue of his relationship to Ms. Golden, may be deemed to beneficially own such Shares. Mr. Icahn disclaims beneficial ownership of such Shares for all purposes.

SEC source: 0000928475-08-000088 · form4022608cci_ex.xml · nonDerivative · entry 1

ICAHN CARL C · CIK 0000921669 · Director · 10% owner · see footnotes 1 - 4

THORNWOOD ASSOCIATES LP · CIK 0001257325 · 10% owner · see footnotes 1 - 4

BARBERRY CORP. · CIK 0000860851 · see footnotes 1 - 4

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · please see footnotes

Disclosed balance after: 75,241,924

F3 · kind: On February 25, 2008, Thornwood exercised in full the options set forth in the Option Agreement (as defined in the Form 3 filed by Thornwood and affiliates on January 7, 2008 (the "Form 3")). The description of the terms of the Option Agreement set forth in footnotes 4 and 5 to the Form 3 is incorporated herein by reference. Pursuant to the Option Agreement, Thornwood acquired from the Trust (as defined in the Form 3) 50,100,000 shares of Class B Common stock of FMO, which automatically converted into Shares upon exercise of the options. The aggregate purchase price was $900 million, of which: (i) $400 million was satisfied with a 7-year unsecured promissory note from Thornwood, bearing interest at a fixed rate equal to 4.03969% per annum; (ii) $125 million was satisfied through the discharge by an affiliate of Thornwood of a 60-day interest-free secured loan to the Trust; and (iii) $375 million was paid in cash by Thornwood to the Trust.

F4 · kind: Certain persons have asserted and might continue to assert that they had and have the right to acquire up to an approximate 11.7% interest in the Shares that Thornwood has now acquired from the Trust.

F3 · shares: On February 25, 2008, Thornwood exercised in full the options set forth in the Option Agreement (as defined in the Form 3 filed by Thornwood and affiliates on January 7, 2008 (the "Form 3")). The description of the terms of the Option Agreement set forth in footnotes 4 and 5 to the Form 3 is incorporated herein by reference. Pursuant to the Option Agreement, Thornwood acquired from the Trust (as defined in the Form 3) 50,100,000 shares of Class B Common stock of FMO, which automatically converted into Shares upon exercise of the options. The aggregate purchase price was $900 million, of which: (i) $400 million was satisfied with a 7-year unsecured promissory note from Thornwood, bearing interest at a fixed rate equal to 4.03969% per annum; (ii) $125 million was satisfied through the discharge by an affiliate of Thornwood of a 60-day interest-free secured loan to the Trust; and (iii) $375 million was paid in cash by Thornwood to the Trust.

F4 · shares: Certain persons have asserted and might continue to assert that they had and have the right to acquire up to an approximate 11.7% interest in the Shares that Thornwood has now acquired from the Trust.

F3 · price: On February 25, 2008, Thornwood exercised in full the options set forth in the Option Agreement (as defined in the Form 3 filed by Thornwood and affiliates on January 7, 2008 (the "Form 3")). The description of the terms of the Option Agreement set forth in footnotes 4 and 5 to the Form 3 is incorporated herein by reference. Pursuant to the Option Agreement, Thornwood acquired from the Trust (as defined in the Form 3) 50,100,000 shares of Class B Common stock of FMO, which automatically converted into Shares upon exercise of the options. The aggregate purchase price was $900 million, of which: (i) $400 million was satisfied with a 7-year unsecured promissory note from Thornwood, bearing interest at a fixed rate equal to 4.03969% per annum; (ii) $125 million was satisfied through the discharge by an affiliate of Thornwood of a 60-day interest-free secured loan to the Trust; and (iii) $375 million was paid in cash by Thornwood to the Trust.

F4 · price: Certain persons have asserted and might continue to assert that they had and have the right to acquire up to an approximate 11.7% interest in the Shares that Thornwood has now acquired from the Trust.

F1 · balance_after: Thornwood Associates Limited Partnership ("Thornwood") directly beneficially owns 75,241,924 Shares. Barberry Corp. ("Barberry") is the general partner of Thornwood. Barberry is 100 percent owned by Carl C. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by each of the foregoing entities. Each of Barberry (by virtue of its relationship to Thornwood) and Mr. Icahn (by virtue of his relationship to Barberry), may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Thornwood owns. Each of Barberry and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F2 · balance_after: Does not include 34,798 Shares owned by Gail Golden, the spouse of Mr. Icahn. Mr. Icahn, by virtue of his relationship to Ms. Golden, may be deemed to beneficially own such Shares. Mr. Icahn disclaims beneficial ownership of such Shares for all purposes.

F4 · balance_after: Certain persons have asserted and might continue to assert that they had and have the right to acquire up to an approximate 11.7% interest in the Shares that Thornwood has now acquired from the Trust.

F1 · ownership.nature: Thornwood Associates Limited Partnership ("Thornwood") directly beneficially owns 75,241,924 Shares. Barberry Corp. ("Barberry") is the general partner of Thornwood. Barberry is 100 percent owned by Carl C. Icahn. As such, Mr. Icahn is in a position indirectly to determine the investment and voting decisions made by each of the foregoing entities. Each of Barberry (by virtue of its relationship to Thornwood) and Mr. Icahn (by virtue of his relationship to Barberry), may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Thornwood owns. Each of Barberry and Mr. Icahn disclaims beneficial ownership of such Shares except to the extent of their pecuniary interest therein.

F2 · ownership.nature: Does not include 34,798 Shares owned by Gail Golden, the spouse of Mr. Icahn. Mr. Icahn, by virtue of his relationship to Ms. Golden, may be deemed to beneficially own such Shares. Mr. Icahn disclaims beneficial ownership of such Shares for all purposes.