SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.__)*
Alliance Data Systems Corporation
(Name of Issuer)
Common Stock, Par Value $0.01
(Title of Class of Securities)
018581108
(CUSIP Number)
Keith Schaitkin, Esq.
Icahn Capital LP
767 Fifth Avenue, 47th Floor
New York, New York 10153
(212) 702-4388
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
January 30, 2008
(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. 018581108
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
939,929
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
939,929
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
939,929
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.19%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 018581108
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
293,508
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
293,508
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
293,508
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.37%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 018581108
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
111,352
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
111,352
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
111,352
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.14%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 018581108
1 NAME OF REPORTING PERSON
Icahn Offshore LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
1,344,789
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
1,344,789
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,344,789
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.71%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 018581108
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
803,411
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
803,411
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
803,411
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.02%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 018581108
1 NAME OF REPORTING PERSON
Icahn Onshore LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
803,411
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
803,411
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
803,411
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.02%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 018581108
1 NAME OF REPORTING PERSON
Icahn Capital LP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
2,148,200
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
2,148,200
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,148,200
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.73%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 018581108
1 NAME OF REPORTING PERSON
IPH GP LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
2,148,200
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
2,148,200
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,148,200
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.73%
14 TYPE OF REPORTING PERSON
OO
SCHEDULE 13D
CUSIP No. 018581108
1 NAME OF REPORTING PERSON
Icahn Enterprises Holdings L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
2,148,200
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
2,148,200
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,148,200
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.73%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 018581108
1 NAME OF REPORTING PERSON
Icahn Enterprises G.P. Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
2,148,200
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
2,148,200
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,148,200
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.73%
14 TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP No. 018581108
1 NAME OF REPORTING PERSON
Beckton Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
2,148,200
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
2,148,200
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,148,200
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.73%
14 TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP No. 018581108
1 NAME OF REPORTING PERSON
Carl C. Icahn
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
2,148,200
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
2,148,200
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,148,200
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.73%
14 TYPE OF REPORTING PERSON
IN
SCHEDULE 13D
Item 1. Security and Issuer
This statement relates to the Common Stock, par value $0.01 (the "Shares"),
issued by Alliance Data Systems Corporation (the "Issuer"). The address of the
principal executive offices of the Issuer is 17655 Waterview Parkway, Dallas,
Texas 75252.
Item 2. Identity and Background
The persons filing this statement are 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 (collectively,
the "Reporting Persons").
The principal business address of each of (i) 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.
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 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 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.
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,
real estate 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 aggregate purchase price of the 2,148,200 Shares deemed to be
beneficially owned by Icahn Master, Icahn Master II, Icahn Master III and Icahn
Partners (which includes Shares that may be acquired upon exercise of call
options), collectively, was $90,759,144 (including commissions, option premiums
and the strike price of the call options). 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.
Such margin accounts may from time to time have debit balances. Since other
securities are held in such margin accounts, it is not possible to determine the
amounts, if any, of margin used with respect to the purchase of the Shares.
Item 4. Purpose of Transaction
The Reporting Persons acquired their positions in the Shares in the belief
that they were undervalued. The Reporting Persons reserve the right to seek to
have conversations with members of the Issuer's management regarding the
transaction between the Issuer and affiliates of Blackstone Group. The Reporting
Persons may, from time to time and at any time, acquire additional Shares in the
open market or otherwise and reserve the right to dispose of any or all of their
Shares 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 Shares.
Item 5. Interest in Securities of the Issuer
(a) The Reporting Persons may be deemed to beneficially own, in the
aggregate, 2,148,200 Shares (including Shares that may be acquired upon exercise
of call options), representing approximately 2.73% of the Issuer's outstanding
Shares (based upon the 78,740,781 Shares stated to be outstanding as of November
2, 2007 by the Issuer in the Issuer's Quarterly Report on Form 10-Q, filed with
the Securities and Exchange Commission on November 6, 2007).
(b) Icahn Master has sole voting power and sole dispositive power with
regard to 939,929 Shares (including Shares that may be acquired upon exercise of
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 293,508 Shares
(including Shares that may be acquired upon exercise of 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 111,352 Shares (including Shares
that may be acquired upon exercise of 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 803,411 Shares (including Shares that may be acquired upon
exercise of 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 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. Except
as otherwise indicated, all transactions were effected in the open market, and
the table includes commissions paid in per share prices.
Shares Purchased
Name Date (Sold) Price Per Share
----------------- ----------- -------------------------- --------------------
Icahn Partners 1/8/08 144,961 73.4173
----------------- ----------- -------------------------- --------------------
Icahn Partners 1/9/08 225,424 73.1047
----------------- ----------- -------------------------- --------------------
Icahn Partners 1/10/08 343,156 71.7748
----------------- ----------- -------------------------- --------------------
Icahn Partners 1/28/08 262,883 42.4827
----------------- ----------- -------------------------- --------------------
Icahn Partners 1/28/08 (1) 112,663 (2) 41.9732
----------------- ----------- -------------------------- --------------------
Icahn Partners 1/29/08 225,329 41.8371
----------------- ----------- -------------------------- --------------------
Icahn Partners 1/29/08 (1) 53,778 (2) 42.3034
----------------- ----------- -------------------------- --------------------
Icahn Partners 1/30/08 (1) 189,652 (2) 42.3638
----------------- ----------- -------------------------- --------------------
Icahn Partners 2/8/08 (754,435) 54.9969
----------------- ----------- -------------------------- --------------------
Icahn Master 1/8/08 167,730 73.4173
----------------- ----------- -------------------------- --------------------
Icahn Master 1/9/08 260,831 73.1047
----------------- ----------- -------------------------- --------------------
Icahn Master 1/10/08 397,052 71.7748
----------------- ----------- -------------------------- --------------------
Icahn Master 1/28/08 304,174 42.4827
----------------- ----------- -------------------------- --------------------
Icahn Master 1/28/08 (1) 130,360 (2) 41.9732
----------------- ----------- -------------------------- --------------------
Icahn Master 1/29/08 260,719 41.8371
----------------- ----------- -------------------------- --------------------
Icahn Master 1/29/08 (1) 62,225 (2) 42.3034
----------------- ----------- -------------------------- --------------------
Icahn Master 1/30/08 (1) 219,440 (2) 42.3638
----------------- ----------- -------------------------- --------------------
Icahn Master 2/8/08 (862,602) 54.9969
----------------- ----------- -------------------------- --------------------
Icahn Master II 1/8/08 53,159 73.4173
----------------- ----------- -------------------------- --------------------
Icahn Master II 1/9/08 82,664 73.1047
----------------- ----------- -------------------------- --------------------
Icahn Master II 1/10/08 125,839 71.7748
----------------- ----------- -------------------------- --------------------
Icahn Master II 1/28/08 96,402 42.4827
----------------- ----------- -------------------------- --------------------
Icahn Master II 1/28/08 (1) 41,315 (2) 41.9732
----------------- ----------- -------------------------- --------------------
Icahn Master II 1/29/08 82,630 41.8371
----------------- ----------- -------------------------- --------------------
Icahn Master II 1/29/08 (1) 19,721 (2) 42.3034
----------------- ----------- -------------------------- --------------------
Icahn Master II 1/30/08 (1) 69,547 (2) 42.3638
----------------- ----------- -------------------------- --------------------
Icahn Master II 2/8/08 (277,769) 54.9969
----------------- ----------- -------------------------- --------------------
Icahn Master III 1/8/08 20,150 73.4173
----------------- ----------- -------------------------- --------------------
Icahn Master III 1/9/08 31,335 73.1047
----------------- ----------- -------------------------- --------------------
Icahn Master III 1/10/08 47,699 71.7748
----------------- ----------- -------------------------- --------------------
Icahn Master III 1/28/08 36,541 42.4827
----------------- ----------- -------------------------- --------------------
Icahn Master III 1/28/08 (1) 15,662 (2) 41.9732
----------------- ----------- -------------------------- --------------------
Icahn Master III 1/29/08 31,322 41.8371
----------------- ----------- -------------------------- --------------------
Icahn Master III 1/29/08 (1) 7,476 (2) 42.3034
----------------- ----------- -------------------------- --------------------
Icahn Master III 1/30/08 (1) 26,361 (2) 42.3638
----------------- ----------- -------------------------- --------------------
Icahn Master III 2/8/08 (105,194) 54.9969
----------------- ----------- -------------------------- --------------------
---------------------
(1) Shares that may be acquired upon exercise of call options.
(2) Includes exercise price and option premium.
(e) As a result of the transactions reported in this Schedule 13D, the
Reporting Persons are no longer subject to the reporting requirements of Rule
13d-1(a) of the Exchange Act.
Item 6. Contracts, Arrangements, Understandings or Relationship with Respect to
Securities of the Issuer
The Reporting Persons have sold European-style put options referencing an
aggregate of 948,200 Shares. The agreements provide that they settle in cash.
The per share cash settlement amount of put options sold by the Reporting
Persons will be equal to the difference between (i) an initial reference price
(as adjusted to account for any dividends or other distributions declared by the
Issuer prior to settlement of the options) and (ii) the volume-weighted average
price per Share during a period of trading days following the settlement date
(if lower than the initial reference price, as adjusted). These agreements do
not give the Reporting Persons direct or indirect voting, investment or
dispositive control over the Shares to which these agreements relate and,
accordingly, the Reporting Persons disclaim any beneficial ownership in 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.
Item 7. Material to be Filed as Exhibits
1 Joint Filing Agreement of the Reporting Persons
SIGNATURE
After reasonable inquiry and to the best of each of the undersigned
knowledge and belief, each of the undersigned certifies that the information set
forth in this statement is true, complete and correct.
Dated: February 11, 2008
ICAHN PARTNERS MASTER FUND LP
By: /s/ Edward E. Mattner
---------------------
Name: Edward E. Mattner
Title: Authorized Signatory
ICAHN PARTNERS MASTER FUND II LP
By: /s/ Edward E. Mattner
---------------------
Name: Edward E. Mattner
Title: Authorized Signatory
ICAHN PARTNERS MASTER FUND III LP
By: /s/ Edward E. Mattner
---------------------
Name: Edward E. Mattner
Title: Authorized Signatory
ICAHN OFFSHORE LP
By: /s/ Edward E. Mattner
---------------------
Name: Edward E. Mattner
Title: Authorized Signatory
ICAHN PARTNERS LP
By: /s/ Edward E. Mattner
---------------------
Name: Edward E. Mattner
Title: Authorized Signatory
ICAHN ONSHORE LP
By: /s/ Edward E. Mattner
---------------------
Name: Edward E. Mattner
Title: Authorized Signatory
ICAHN CAPITAL LP
By: IPH GP LLC, its general partner
By: Icahn Enterprises Holdings L.P., its sole member
By: Icahn Enterprises G.P. Inc., its general partner
By: /s/ Andrew Skobe
----------------
Name: Andrew Skobe
Title: Chief Financial Officer
IPH GP LLC
By: Icahn Enterprises Holdings L.P., its sole member
By: Icahn Enterprises G.P. Inc., its general partner
By: /s/ Andrew Skobe
----------------
Name: Andrew Skobe
Title: Chief Financial Officer
ICAHN ENTERPRISES HOLDINGS L.P.
By: Icahn Enterprises G.P. Inc., its general partner
By: /s/ Andrew Skobe
----------------
Name: Andrew Skobe
Title: Chief Financial Officer
ICAHN ENTERPRISES G.P. INC.
By: /s/ Andrew Skobe
----------------
Name: Andrew Skobe
Title: Chief Financial Officer
BECKTON CORP.
By: /s/ Edward E. Mattner
---------------------
Name: Edward E. Mattner
Title: Authorized Signatory
/s/ Carl C. Icahn
-----------------
CARL C. ICAHN
[Signature Page of Schedule 13D - Alliance Data Systems Corporation]
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of
1934, as amended, the persons named below agree to the joint filing on behalf of
each of them of a statement on Schedule 13D (including amendments thereto) with
respect to the Common Stock of Alliance Data Systems Corporation and further
agree that this Joint Filing Agreement be included as an Exhibit to such joint
filings. In evidence thereof, the undersigned, being duly authorized, have
executed this Joint Filing Agreement this 11th day of February, 2008.
ICAHN PARTNERS MASTER FUND LP
By: /s/ Edward E. Mattner
---------------------
Name: Edward E. Mattner
Title: Authorized Signatory
ICAHN PARTNERS MASTER FUND II LP
By: /s/ Edward E. Mattner
---------------------
Name: Edward E. Mattner
Title: Authorized Signatory
ICAHN PARTNERS MASTER FUND III LP
By: /s/ Edward E. Mattner
---------------------
Name: Edward E. Mattner
Title: Authorized Signatory
ICAHN OFFSHORE LP
By: /s/ Edward E. Mattner
---------------------
Name: Edward E. Mattner
Title: Authorized Signatory
ICAHN PARTNERS LP
By: /s/ Edward E. Mattner
---------------------
Name: Edward E. Mattner
Title: Authorized Signatory
ICAHN ONSHORE LP
By: /s/ Edward E. Mattner
---------------------
Name: Edward E. Mattner
Title: Authorized Signatory
ICAHN CAPITAL LP
By: IPH GP LLC, its general partner
By: Icahn Enterprises Holdings L.P., its sole member
By: Icahn Enterprises G.P. Inc., its general partner
By: /s/ Andrew Skobe
----------------
Name: Andrew Skobe
Title: Chief Financial Officer
IPH GP LLC
By: Icahn Enterprises Holdings L.P., its sole member
By: Icahn Enterprises G.P. Inc., its general partner
By: /s/ Andrew Skobe
----------------
Name: Andrew Skobe
Title: Chief Financial Officer
ICAHN ENTERPRISES HOLDINGS L.P.
By: Icahn Enterprises G.P. Inc., its general partner
By: /s/ Andrew Skobe
----------------
Name: Andrew Skobe
Title: Chief Financial Officer
ICAHN ENTERPRISES G.P. INC.
By: /s/ Andrew Skobe
----------------
Name: Andrew Skobe
Title: Chief Financial Officer
BECKTON CORP.
By: /s/ Edward E. Mattner
---------------------
Name: Edward E. Mattner
Title: Authorized Signatory
/s/ Carl C. Icahn
-----------------
CARL C. ICAHN
[Signature Page of Joint Filing Agreement to Schedule 13D -
Alliance Data Systems Corporation]
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
ICAHN PARTNERS LP
Name Position
---- --------
Icahn Onshore LP General Partner
ICAHN ONSHORE LP
ICAHN OFFSHORE LP
Name Position
---- --------
Icahn Capital LP General Partner
ICAHN CAPITAL LP
Name Position
---- --------
IPH GP LLC General Partner
IPH GP LLC
Name Position
---- --------
Icahn Enterprises Holdings L.P. Sole Member
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
Keith A. Meister Vice Chairman; Principal Executive Officer
William A. Leidesdorf Director
Jack G. Wasserman Director
James L. Nelson Director
Vincent J. Intrieri Director
Peter K. Shea President
Andrew Skobe Interim Chief Financial Officer; Treasurer
John P. Saldarelli Vice President; Secretary
Felicia P. Buebel Assistant Secretary
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