UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.9)*
VISX, Incorporated
(Name of Issuer)
Common Shares
(Title of Class of Securities)
92844S105
(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)
March 13, 2002
(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).
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SCHEDULE 13D
Item 1. Security and Issuer
The Schedule 13D filed with the U.S. Securities and Exchange Commission
on October 20, 2000, relating to the common shares, $.01 par value (the
"Shares"), of VISX, Incorporated, a Delaware corporation (the "Issuer" or
"VISX") and amended on November 6, 2000, December 5, 2000, December 15, 2000,
April 18, 2001, April 20, 2001, April 23, 2001, May 1, 2001 and November 20,
2001 by the Registrants, is amended to furnish additional information set forth
herein. All capitalized terms not otherwise defined shall have the meaning
ascribed to such terms in the previously filed statement on Schedule 13D.
Item 4. Purpose of Transaction
Item 4 is hereby amended to add the following:
On November 20, 2001, Barberry Corp. notified Issuer, in accordance
with Issuer's By-laws, of its intention to propose the nomination of persons for
election as directors at the forthcoming 2002 annual meeting of Issuer's
stockholders. Registrants have determined not to proceed with an election
contest.
Depending upon market conditions, Registrants may determine to acquire
additional Shares or dispose of Shares at any time and from time to time in the
open market or otherwise.
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SIGNATURE
After reasonable inquiry and to the best 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: March 13, 2002
BARBERRY CORP.
By: /s/ Carl C. Icahn
----------------------
Name: Carl C. Icahn
Title: President
HIGH RIVER LIMITED PARTNERSHIP
By: BARBERRY CORP.,
General Partner
By: /s/ Carl C. Icahn
---------------------
Name: Carl C. Icahn
Title: President
/s/ Gail Golden
---------------
GAIL GOLDEN
/s/ Carl C. Icahn
-----------------
CARL C. ICAHN
[Signature Page of Amendment No. 9 of Schedule 13D with respect
to VISX, Incorporated]
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