UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.__)*
Bellwether Exploration Company
(Name of Issuer)
Common Shares
(Title of Class of Securities)
079895207
(CUSIP Number)
Marc Weitzen, Esq.
General Counsel,
Icahn Associates Corp. & affiliated companies
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 5, 2000
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d- 1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box / /.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D
CUSIP No. 079895207
1 NAME OF REPORTING PERSON
Barberry Corp.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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
1,042,700
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
1,042,700
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,042,700
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.488%
14 TYPE OF REPORTING PERSON*
CO
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<PAGE>
SCHEDULE 13D
CUSIP No. 079895207
1 NAME OF REPORTING PERSON
Carl C. Icahn
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
1,042,700
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
1,042,700
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,042,700
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.488%
14 TYPE OF REPORTING PERSON*
IN
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<PAGE>
SCHEDULE 13D
Item 1. Security and Issuer
This Schedule 13D relates to the common shares, $.01 par value (the
"Shares"), of Bellwether Exploration Company, a Delaware corporation (the
"Issuer"). The address of the principal executive offices of the Issuer is 1331
Lamar Street, Suite 1455, Houston, Texas 77010-3039.
Item 2. Identity and Background
The persons filing this statement are Barberry Corp., a Delaware
corporation ("Barberry") and Carl C. Icahn, a citizen of the United States of
America (collectively, the "Registrants"). The principal business address and
the address of the principal office of (i) Barberry is 100 South Bedford Road,
Mount Kisco, New York 10549, and (ii) Carl C. Icahn is c/o Icahn Associates
Corp., 767 Fifth Avenue, 47th Floor, New York, New York 10153.
Barberry is primarily engaged in the business of investing in
securities. Carl C. Icahn's present principal occupation or employment is acting
as President and a Director of Starfire Holding Corporation, a Delaware
corporation ("Starfire"), and as the Chairman of the Board and Director of
various of Starfire's subsidiaries, including ACF Industries, Incorporated, a
New Jersey corporation ("ACF"). Starfire, whose principal business address is
100 South Bedford Road, Mount Kisco, New York 10549, is primarily engaged in the
business of holding, either directly or through its subsidiaries, a majority of
the common stock of ACF. ACF is primarily engaged in the business of leasing,
selling and manufacturing railroad freight and tank cars.
To the best of Registrants' knowledge, except as set forth in this
section, none of the executive officers of Barberry own any shares of the
Issuer.
Carl C. Icahn is the sole shareholder of Barberry. As such,
Mr. Icahn is in a position directly and indirectly to determine
the investment and voting decisions made by Barberry.
None of Barberry, Carl C. Icahn nor any executive officer of Barberry,
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.
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<PAGE>
Item 3. Source and Amount of Funds or Other Consideration
The aggregate purchase price of the 1,042,700 Shares purchased by
Barberry was $6,311,781 (including commissions). The source of funding for the
purchase of these Shares was general working capital of Barberry.
Item 4. Purpose of Transaction
Registrants acquired the Shares because they believe that they are
undervalued compared to what Registrants believe is their intrinsic value.
Registrants would consider acquiring additional Shares from time to time
(in the open market or otherwise) depending on market conditions.
In addition, Registrants may determine to sell Shares at any time or
from time to time in the open market or otherwise. Registrants reserve
their rights to change their plans any time.
Item 5. Interest in Securities of the Issuer
(a) As of the close of the business day on January 12, 2001,
Registrants may be deemed to beneficially own, in the aggregate, 1,042,700
Shares, representing approximately 7.488% of the Issuer's outstanding Shares
(based upon the 13,924,625 Shares stated to be outstanding as of September 30,
2000 by the Issuer in the Issuer's Form 10-Q filing, filed with the Securities
and Exchange Commission on November 13, 2000).
(b) Barberry has sole voting power and sole dispositive power with
regard to 1,042,700 Shares. Carl C. Icahn has shared voting power and shared
dispositive power with regard to all such Shares.
Mr. Icahn, by virtue of his relationship to Barberry (as disclosed in
item 2), may be deemed to beneficially own (as that term is defined in Rule
13d-3 under the Act) the Shares which Barberry directly beneficially owns. 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 Registrants. All
such transactions were effected in the open market. The table excludes
commissions paid.
No. of Shares Price
Name Date Purchased Per Share
---- ---- --------- ---------
Barberry 1/04/01 30,000 7.6783
Barberry 1/05/01 30,500 7.9667
Barberry 1/08/01 80,500 8.3314
Barberry 1/09/01 40,000 8.2055
Barberry 1/10/01 31,200 8.6639
Barberry 1/11/01 75,000 8.9017
Barberry 1/12/01 100,500 9.0567
Item 6. Contracts, Arrangements, Understandings or Relationship
with Respect to Securities of the Issuer
Except as described herein, neither of the Registrants has any
contracts, arrangements, understandings or relationships (legal or otherwise)
with any person with respect to any securities of the Issuer, including but not
limited to the 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 losses, or the giving or withholding of proxies.
<PAGE>
Item 7. Material to be Filed as Exhibits
i. Joint Filing Agreement of the Registrants
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: January 16, 2001
BARBERRY CORP.
By: /s/ Carl C. Icahn
Name: Carl C. Icahn
Title: President
/s/ Carl C. Icahn
-----------------
CARL C. ICAHN
[Signature Page of Schedule 13D with respect to Bellwether Exploration Co.]
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<PAGE>
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) 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, $.01 par value, of Bellwether Exploration Company,
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 16th day of January, 2001.
BARBERRY CORP.
By: /s/ Carl C. Icahn
Name: Carl C. Icahn
Title: President
/s/ Carl C. Icahn
-----------------
CARL C. ICAHN
[Joint Filing Agreement for Schedule 13D with respect to Bellwether
Exploration Co.]
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