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CNBC BREAKING NEWS: CNBC TRANSCRIPT: CNBC'S "FAST MONEY" TALKS WITH MICHAEL BURNS, LIONS GATE VICE CHAIRMAN, AND LEGENDARY ACTIVIST INVESTOR, CARL ICAHN, TODAY

WHEN: TODAY, WEDNESDAY, MARCH 24TH AT 5PM ET

WHERE: CNBC'S "FAST MONEY"

Following is the unofficial transcript of a CNBC EXCLUSIVE interview with Michael Burns, Lions Gate Vice Chairman and Legendary Activist Investor Carl Icahn today, Wednesday, March 24th on CNBC's "Fast Money."

All references must be sourced to CNBC.

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MELISSA LEE: MICHAEL, IT IS A PLEASURE TO SPEAK WITH YOU. THANKS SO MUCH FOR JOINING US.

MICHAEL BURNS: NICE TO SEE YOU, MELISSA.

LEE: YOU KNEE, I CHATTED WITH MR. ICAHN THIS AFTERNOON, AND THIS IS A QUESTION BECAUSE YOU SAY THAT THE OFFER IS WOEFULLY INADEQUATE.IF YOU THINK IT IS AND YOU ARE CONFIDENT THAT IT IS WOEFULLY INADEQUATE, WHY NOT JUST PUT THE VOTE UP TO THE SHAREHOLDERS? WHY NOT LET THEM DECIDE?

BURNS: WELL, WHAT WE DID -- I'M GLAD YOU ASKED THAT QUESTION. WE PUT IN A RIGHTS PLAN. IT'S NOT A TYPICAL POISON PILL, MELISSA. WHAT'S HAPPENING IS WE'RE ACTUALLY GOING TO HAVE A SHAREHOLDER VOTE ON THE RIGHTS PLAN IN EARLY MAY, MAY 4th. AND WHAT THIS PILL HAS WHICH IS VERY DIFFERENT THAN A LOT OF PILLS IS THAT IF CARL ULTIMATELY GIVES AN IRREVOCABLE OFFER AND ENDS UP WITH 50% OF THE SHARES THAT HE CURRENTLY DOESN'T OWN, THE PILL GOES AWAY.

LEE: AH. OKAY. LET'S MOVE ON TO THE REASON WHY MR. ICAHN IS WAGING THIS TAKEOVER OFFER. HE'S CONCERNED ABOUT YOUR COMPANY'S BALANCE SHEET. AND YES, YOUR LETTER TO MR. ICAHN, YOUR RESPONSE YOU THAT RELEASED THIS AFTERNOON, YOU MADE IT VERY CLEAR, YOU WALKED THROUGH ALL YOUR LINES OF BUSINESS, LOTS OF POSITIVE DATA POINTS THERE, BUT WHEN YOU BOIL IT DOWN YOU TAKE A LOOK AT THE COMPANY'S CASH FLOW, THAT HAS BEEN NEGATIVE, YOU HAVE A HEAVY DEBT BURDEN, AND AT THE SAME TIME YOU'RE WAGING A PROPOSAL TO TAKE OVER A LIBRARY OF ASSETS FROM MGM FOR NORTH OF $1 BILLION. WHAT IS THE STRATEGY HERE? HOW WILL SHAREHOLDERS ACTUALLY BENEFIT? HOW WILL THIS LEAD TO APPRECIATION OF THE STOCK PRICE, WHICH YES, OVER TEN YEARS HAS APPRECIATED BUT IF YOU TAKE A LOOK AT THE FIVE-YEAR CHART YOUR STOCK IS ACTUALLY DOWN ABOUT 45% COMPARED TO THE S&P 500, WHICH WAS FLAT?

BURNS: YEAH. I PREFER, ACTUALLY, THE VALUE THAT WE'VE BUILT OVER THE LAST TEN YEARS. BUT LET ME SAY ONE THING. THE ONE THING THAT WE DO HAVE IN COMMON WITH CARL, I BELIEVE, IS THAT NEITHER ONE OF US PAYS RETAIL FOR ANYTHING. WE'VE HAD A VERY OPEN DIALOGUE WITH ALL OF OUR MAJOR SHAREHOLDERS -- ALL OF OUR SHAREHOLDERS OVER THE YEARS, WHERE IF NOTHING ELSE WE ARE CERTAINLY ACCESSIBLE. AND SO THE POINT IS THAT WE WOULD NOT OVERPAY FOR ANY ASSETS. IF IT WASN'T ACCRETIVE TO OUR COMPANY AND ALL OF THE SHAREHOLDERS, WE WOULDN'T BUY IT. AND AGAIN, IT'S A LONG-TERM HISTORY OF CREATING VALUE NOT ONLY BASED UPON ACQUISITIONS BUT ORGANIC GROWTH. BUT IF YOU LOOK AT DEB-MAR MERCURY, WHICH IS NOW IN THE SYNDICATED TELEVISION BUSINESS-F YOU LOOK AT WHAT WE'RE DOING WITH "TV GUIDE," IF YOU LOOK AT HOW IN THE FOREFRONT WE WERE IN THE DIGITAL FRONT WITH BRAKE MEDIA WHICH HAS 80 MILLION UNIQUES, TVGUIDE.COM WHICH WAS REAL VALUE IN THE "TV GUIDE" ACQUISITION. EPIICS THAT WE'RE LAUNCHING WITH MGM AND PARAMOUNT. WE THINK WE'RE CREATING LONG-TERM VALUE.AND AND THE SIMPLE -- I'M SORRY,MELISSA, GO AHEAD.

LEE: I'M SORRY TO INTERRUPT BUT I DO WANT TO GET BACK TO NOT PAYING RETAIL. AND YES, YOU MAY BE PAYING LESS THAN THAT LIBRARY IS WORTH BUT MAYBE AN OFFER NORTH OF $1 BILLION IS STILL TOO MUCH FOR YOUR PARTICULAR COMPANY TO HANDLE. IF YOU BELIEVE IT IS ACCRETIVE, WHEN WILL IT BE ACCRETIVE AND HOW WILL THIS IMPACT YOUR COMPANY'S ABILITY TO TURN FREE CASH FLOW POSITIVE?

BURNS: WELL, OBVIOUSLY, AS WE GROW THE BUSINESSES, MELISSA, AND ALL THE CORE BUSINESSES, AND JON FELTHEIMER, OUR CEO, IS A TERRIFIC OPERATOR BUILDING VALUE GOING ALL THE WAY BACK TO THE SONY DAYS WITH TELEMUNDO. BUT WHAT I'LL SAY IS WHAT WE HAVE HERE IS WE'RE GOING TO HAVE UPS AND DOWNS FROM A FREE CASH FLOW STANDPOINT BASED ON HOW WE'RE GROWING THE BUSINESS. THE IRONIC THING FOR ME AS I LOOK AT IT IS THAT CARL IS SAYING THAT BOY, OH BOY, THESE GUYS ARE DOING A TERRIBLE JOB, BUT I WANT TO BUY THE WHOLE COMPANY.

LEE: WELL, WHO BUILT THE VALUE OF THESE CORE ASSETS THAT HE'S TRYING TO BUY THE ENTIRE COMPANY?

BURNS: AND AGAIN, OUR BOARD OF DIRECTORS HAS SAID OVER AND OVER AGAIN AND MY SENSE IS THEY'VE LOOKED AT THIS VERY CAREFULLY, IS THAT HIS OFFER IS RIDICULOUS.WE BELIEVE THERE'S SIGNIFICANTLY MORE VALUE THAN THE $6 A SHARE THAT CARL IS OFFERING. AND AGAIN, HIS HISTORY, BY THE WAY, IS TERRIFIC IN CERTAINLY A LOT OF DEALS, BUT HE'S OPPORTUNISTIC IN HIS BUYING, AND WE THINK THIS IS AN EXAMPLE OF THAT.

GUY ADAMI: MR. BURNS I'D LIKE TO ASK A QUICK QUESTION. 70% OF YOUR FILMS OVER THE TEN YEARS HAVE BEEN PROFITABLE. I THINK THAT'S AT THE TOP END OF THE INDUSTRY. BUT I THINK THE HIDDEN VALUE FOR YOU GUYS IS TELEVISION. IN '99 YOU DID $8 MILLION IN REVENUE. I THINK YOU DID $350 MILLION THIS YEAR. CAN YOU COMMENT ON THAT TRAJECTORY? DO YOU SEE THAT CONTINUING ON THAT PATH?

BURNS: WE THINK IT'S A MASSIVE BUSINESS FOR US IN THE LONG TERM. AND BY THE WAY, THE WAY THE PIECES FIT TOGETHER I'LL GIVE YOU GUYS A LITTLE BIT OF AN EXCLUSIVE. IN THE FALL "WEEDS" ACTUALLY WILL BE ON THE TV GUIDE CHANNEL, AND IT WILL BE COUPLED WITH "CURB YOUR ENTHUSIASM." THERE WAS A NICE "NEW YORK TIMES" PIECE ON WHAT OUR CREATIVE TEAM AND FELT DID IN REGARDS TO THAT. SO TV GUIDE IS COUPLED WITH THE ENORMOUS LIBRARY THAT WE HAVE, THAT TELEVISION IS IN, ENORMOUS GROWTH BUSINESS. NOT ONLY "MAD MEN." I KNOW MELISSA'S GOT A BIG CRUSH ON JON HAMM, WHO SAYS HELLO. WE HAVE MAD MEN, WE HAVE WEEDS. WE HAVE NURSE JACKIE, WE HAD PICKUP FOR BLUE MOUNTAIN STATE. SO YEAH, TELEVISION IS ENORMOUS GROWTH BUSINESS FOR US.

JOE TERRANOVA: MR. BURNS BEFORE WE LET YOU GO I'VE GOT TO ASK YOU ABOUT FRIDAY'S SECOND-ROUND DEADLINE FOR MGM. IS YOUR CURRENT OFFER YOUR LAST?

BURNS: I DON'T THINK WE'VE PUBLICLY SAID WHETHER WE'RE IN THE MGM GAME -- GAME OR NOT.I THINK THEY HAVE TO FIGURE OUT, LOOK, THE ISSUE FOR THEM IS GOING TO BE THE BANK DEBT IS TRADING AT A SIGNIFICANT PREMIUM OVER WHERE I THINK, AT LEAST ACCORDING TO THE PRESS, WHERE THE OFFERS CAME IN, AND THEY'LL HAVE TO DECIDE WHAT THEY WANT TO DO. SO WE CAN'T SPECULATE ON ANY PARTICULAR DEAL.THE IMPORTANT THING TO NOTE IS YOU'VE GOT TO TAKE A LOOK AT THE ENTIRE HISTORY OF THE COMPANY SINCE WE ARRIVED TEN YEARS AGO. WE DON'T DO DUMB DEALS. IF THEY'RE NOT ACCRETIVE AND THEY'RE NOT DONE FOR THE RIGHT PRICE, WE'RE GOING TO PASS.

LEE: ALL RIGHT. I'M GOING TO ASK YOU ONE MORE TIME, MR. BURNS.SO IF YOU BELIEVE THAT BUYING AN MGM LIBRARY WOULD BE ACCRETIVE, BY WHEN? GIVE US THAT ANSWER SO WE CAN ACTUALLY, YOU KNOW, ASSESS WHETHER THIS IS A GOOD THING FORYOUR COMPANY.

BURNS: WELL, AGAIN, IT'S ALL ABOUT STRUCTURE.AND AGAIN, I WOULDN'T COMMENT ON -- I KNOW THERE'S BEEN A LOT OF SPECULATION IN THE PRESS ABOUT MIRAMAX AND THE PRESS ABOUT MGM. WE WOULD BE REMISS TO OUR SHAREHOLDERS IF WE DIDN'T LOOK AT EVERY SINGLE DEAL THAT WE COULD LEVERAGE WITH OUR INFRASTRUCTURE AND OUR NEW CHANNEL PLATFORM. SO THE ANSWER IS THE FRIDAY DEADLINE IS NEWS TO ME, THAT YOU MENTIONED, MELISSA, THIS FRIDAY. I THINK IT'S GOING TO BE UP TO THE BOARD OF DIRECTORS OF MGM WHAT THEY DECIDE TO PURSUE.AND MAYBE ULTIMATELY THE CREDITORS THERE.

LEE: OKAY. AND ONE LAST QUESTION, MR. BURNS.THE FIRST QUESTION I ASKED YOU ACTUALLY CAME -- YOU CAN CALL ME MICHAEL, MELISSA.

LEE: MICHAEL. THE FIRST QUESTION I ASKED YOU TODAY ACTUALLY CAME FROM MR. ICAHN, CARL. SO WHAT WOULD YOU LIKE TO ASK MR. ICAHN YOURSELF?

BURNS: WHAT WOULD I LIKE TO ASK CARL? I WOULD SAY CARL, I THINK THAT THE ONE THING IN THE PUBLIC FILINGS IS ALL ABOUT -- THAT WE'VE TALKED ABOUT, WHICH IS I THINK HE WANTS TO BE VERY MUCH INVOLVED IN ANY SIGNIFICANT DEAL THAT WE'VE DONE. I GUESS THE QUESTION I WOULD SAY DOES HE FEEL LIKE THAT WE HAVEN'T KEPT HIM IN THE LOOP ON ANY POTENTIAL TRANSACTIONS?

LEE: OKAY. WE WILL ASK THAT QUESTION. THANK YOU VERY MUCH, MICHAEL BURNS, VICE CHAIRMAN OF LIONS GATE. AND JUST MOMENTS FROM NOW BILLIONAIRE ACTIVIST INVESTOR CARL ICAHN WILL RESPOND, WILL ANSWER MR. BURNS'S QUESTION AND MUCH MORE. BUT FIRST, HERE'S WHAT'S COMING UP ON THE SHOW...

LEE: MOMENTS AGO IN A "FAST MONEY" EXCLUSIVE LIONS GATE VICE CHAIRMAN MADE THE CASE AGAINST CARL ICAHN'S BID FOR THE COMPANY. RESPONDING ON THE PHONE RIGHT NOW IN ANOTHER "FAST MONEY" EXCLUSIVE, LEGENDARY ACTIVIST INVESTOR CARL ICAHN. CARL, WELCOME TO YOU.

CARL ICAHN: YEAH, HI, MELISSA. GOOD TO TALK TO YOU.

LEE: I WANT TO KEEP UP THE DIALOGUE BECAUSE THE VERY LAST QUESTION I ASKED MICHAEL WAS WHAT QUESTION WOULD YOU WANT TO ASK MR. ICAHN?AND HE WANTED TO ASK YOU DO YOU FEEL LIKE YOU WERE NOT KEPT IN THE LOOP ON ALL THE TRANSACTIONS THE COMPANY HAS MADE? BECAUSE YOU'VE BEEN THERE ALONG THE WAY. SO IF YOU HAD AN ISSUE WITH THE COMPANY'S STRATEGIC VISION, WHY IS IT COMING OUT NOW IN A TAKEOVER OFFER?

ICAHN: WELL, I CERTAINLY WAS NOT KEPT IN THE LOOP ON THESE MONEY-LOSING MOVIES THEY WENT AND WANTED TO PRODUCE. NOT THAT I'M A MICROMANAGER. THEY WENT OUT, AND I THINK THEY'RE SWINGING FOR THE FENCES, AND THEY SHOULD STICK TO WHAT THEY'RE DOING. WHEN THEY WENT OUT, THEY PRODUCED "FROM PARIS WITH LOVE,"THEY PRODUCED "SPIRIT," THEY PRODUCED "THE KILLERS," THEY JUST SPENT 75 MILLION ON THAT I HEAR ISN'T SO GREAT, WE'LL SEE, AND NOBODY HAS -- CERTAINLY NOBODY -- NOT THAT I EXPECT THEM TO, BUT THEY CERTAINLY NEVER CALLED ME ABOUT IT. AND THIS COMPANY SHOULD NOT BE PRODUCING MOVIES. MOVIES -- HEY, I KNEW -- OVER THE YEARS I MET A NUMBER OF THESE GUYS LIKE STEVE ROSS, I WAS FRIENDLY WITH, AND MARTY DAVIS, AND ONE OF THE THINGS THEY ALL TOLD ME, CARL, DON'T PRODUCE MOVIES. THIS IS WHAT THESE GUYS ARE DOING. BECAUSE YOU KNOW, HEY, IT'S FUN. YOU GET IT INTO YOUR BLOOD, AND THIS IS WHY A LOT OF RICH KIDS LOVE TO BUY MOVIE COMPANIES. THEY LIKE TO GO TO THE OSCARS. THEY STAND UP THERE SHAKING HANDS WITH THE ACTORS --

LEE: THEY WEAR A FANCY OUTFIT. YEAH. ITS ALL FUN.

ICAHN: AND I'LL TELL YOU, MARK BRUSHEVSKI WENT TO THE OSCARS. I'M GOOD FRIENDS WITH MARK. HE WORKED FOR ME. BUT THEY ALL GET BITTEN BY THIS BUG. THIS IS A GOOD BUSINESS. I WILL TELL YOU THIS, THAT THE ANSWER HE GAVE YOU TO YOUR FIRST QUESTION WAS COMPLETELY DISINGENUOUS. YOU ASKED A DAMN GOOD QUESTION.

LEE: LET ME ASK YOU THIS, CARL. WHAT IS YOUR STRATEGIC VISION? BECAUSE YOU DO REALIZE, AS I'M SURE YOU REALIZE THAT IF YOU TAKE OVER THIS COMPANY THAT WILLTRIGGER COVENANTS IN THEIR DEBT FACILITIES. IT WILL LEAD TO HIGHER INTEREST RATES ON THEIR DEBT. IT WILL LEAD TO POSSIBLY HIGHER FEES ON THEIR FACILITY IF IT DOES CHANGE CONTROL. SO THAT WOULD IMPACT THE COMPANY'S FINANCES ULTIMATELY.

ICAHN: WE ADDRESS THAT. AND WE'RE SAYING THAT IF WE DO GET CONTROL WE'LL PUT UP A BRIDGE TO -- LOOK, THESE DEFAULTS THAT THEY PUT IN WERE LAND MINES TO PROTECT AND ENTRENCH THEMSELVES. THERE WAS NO NEED TO HAVE THESE DEFAULTS ON THESE BONDS, AND THE ONLY REASON THEY PUT THEM-N BECAUSE THEY DON'T WANT TO BE TAKEN OVER.THEY LIKE WHAT THEY DO.AND I DON'T BLAME THEM. LOOK, THEY'RE PLAYING WITH SHAREHOLDERS' MONEY, MAKING THESE BIG DEAL MOVIES, AND IF IT GOES UP, YOU KNOW, THEY MAKE A LOT OF MONEY AND THEY STAND AT THE OSCARS. IF THEY GO DOWN AND THOSE MOVIES FALL, IT'S THE SHAREHOLDERS' MONEY. SO THEY PUT IN THIS LAND MINE OF PROTECTION WHERE THEY SAID, WELL, NOBODY CAN EVER GET 51% BECAUSE BY DEFINITION YOU'LL HAVE A DEFAULT, WHICH I'M NOT EVEN SURE YOU WILL. BUT IF YOU DO WE SAY WE'LL PUT UP THE 500 MILLION AND THEN WHAT YOU SHOULD DO IS DO A RIGHTS OFFERING TO PAY BACK THE BRIDGE FOR ALL SHAREHOLDERS AND HAVE A LITTLE DEBT BUT NOT A LOT OF DEBT.

GARY KAMINSKY: HEY, CARL, IT'S GARY. LET ME JUST ASK YOU, IN MID FEBRUARY I ASKED YOU ABOUT TAKING CONTROL OF LIONSGATE AND YOU SAID YOU WEREN'T INTERESTED AT THAT TIME IN TAKING CONTROL.SO OBVIOUSLY SOMETHING CHANGED. WAS IT MORE MISMANAGEMENT? WAS IT THAT YOU JUST LOOKED AT THE INDUSTRY DIFFERENTLY? LIKE WHAT HAS CHANGED THAT YOU NOW ARE WILLING TO TAKE CONTROL?

ICAHN: HEY, GARY, LOOK, I'VE LISTENED TO THESE GUYS FOR FIVE YEARS. NICE GUYS. I LIKE MICHAEL BURNS.GOOD GUY. I'VE HAD DRINKS WITH HIM. I HAD DINNER WITH HIM. A LOT OF FUN. OKAY? THAT'S NOT THE ISSUE. THE ISSUE IS THAT WHEN THEY START GOING OUT NOW -- I SEE WHERE THIS IS GOING. AND WE HAVE AN INVESTMENT TO PROTECT.YOU KNOW, WHERE IT'S GOING IS TO SPEND A BILLION DOLLARS ON MGM IS ABSURD. OKAY? IT'S ABSURD FOR THIS COMPANY. AS MELISSA SAID, IF YOU'RE WARREN BUFFETT YOU CAN SPEND IT. BUT THESE GUYS CAN'T GO SPEND A BILLION DOLLARS, OR EVEN TIME WARNER COULD IF THEY WANTED TO, BUT THESE GUYS CAN'T DO THAT.SO YOU SAY YOU REACH A POINT, AND THE FINAL POINT WAS THE POISON PILL THEY PUT OUT, WHICH IS COMPLETELY DISINGENUOUS. THEY WASTED THE MONEY OF THE COMPANY.THE QUESTION THAT WAS ASKED, AND RIGHTLY SO, IS IF YOU BELIEVE THAT SIX BUCKS IS SUCH A TERRIBLE BID, THEN I WON'T GET IT, THEN NOBODY WILL TEND IT TO ME.WHY DO YOU HAVE TO SPEND ALL THEMONEY AND ALL THE TIME AND ALL THE WASTE TO NOW HAVE A VOTE TO APPROVE A POISON PILL?AND EVEN IF YOU DO -- AND THEY DON'T EVEN LET ME VOTE IN THAT.SO THE VOTE IS RIGGED TO BEGIN WITH.AND WHY ARE YOU DOING IT? IF YOU HONESTLY BELIEVE THAT 6 BUCKS IS UNDERVALUING IT, NOBODYWILL TENDER.SO THE WHOLE THING IS AN ABSURDITY.AND THEN YOU LOOK AT THIS COMPANY, FOR THE LAST -- I MEAN,IT'S GOING DOWN A TOBOGGAN SLIDE.THEY LOST $133 MILLION FOR THE FISCAL YEAR IN 331.THEN THEY LOST 131 MILLION. THEN THEY --

LEE: CARL, WE GOT THE FINANCIALS.ALL GOOD POINTS.BUT BY YOU AS WELL AS MR. BURNS. THANK YOU VERY MUCH FOR PHONING IN WITH YOUR RESPONSE.WE DO APPRECIATE IT. WE HOPE YOU COME BACK ON THE SHOW SOMETIME SOON, CARL. YOU ACTUALLY LIKE LIONSGATE.

ADAMI: I DO

LEE: LET'S SAY THE COMPANY DID -- HE WAS SORT OF -- MICHAEL BURNS DIDN'T WANT TO BE CORNERED INTO ACTUALLY SAYING THAT HE MADE A BID NORTH OF A BILLION DOLLARS.BUT LET'S SAY THEY MAKE A BID NORTH OF A BILLION DOLLARS.GIVEN THE COMPANY'S DEBT LOAD, WOULD YOU LIKE THE COMPANY LESS?

ADAMI: IT'S A TREMENDOUS DEBT LOAD.BUT I THINK THEY ALSO HAVE A 12,000-TITLE LIBRARY RIGHT NOW. IT'S AN INTELLECTUAL PROPERTY PLAY.CARL LIKES THIS FOR A REASON. HE'S JUST NOT BEING MAGNANIMOUS HERE. I THINK THEY'RE ON TO SOMETHING.THEIR TV SIDE IS DEFINITELY GENERATING REVENUES.THEY HAVE GREAT GROWTH ON THE TV SIDE.I HAPPEN TO LIKE THE STOCK.WILL THAT HURT THE STOCK PRICE IF THEY WIN THIS?PROBABLY WILL.I THINK LONG TERM, THOUGH, LGF IS STILL A BUY.

TERRANOVA: LISTENING TO MR. BURNS AND THEN LISTENING TO MR. ICAHN, CLEARLY I THINK MR. ICAHN IS PROBABLY FEELING BETTER ABOUT HIS FIGHT WITH GENZYME RIGHT NOW GIVEN WHAT HAPPENED TODAY WITH THE FDA. SOUNDS TO ME LIKE LIONSGATE IS A MUCH TALLER --

PETE NAJARIAN: IN THE ENTERTAINMENT WORLD IT'S DISNEY. I LOOK AT LIONSGATE, IT'S AN INTERESTING PRODUCT.I LIKE MR. BURNS.I LIKE WHERE HE'S GOING.BUT I LOOK AT DISNEY, I LOOK AT THE FRANCHISE AND I LOOK AT THE PIPELINE OF "ALICE IN WONDERLAND" AND ALL THE REST OF IT COMING DOWN THAT'S WHY I THINK IT'S A BETTER TRADE AND BETTER OPPORTUNITY.

KAMINSKY: AND JUST MY INTERPRETATION HAVING LISTENED TO THESE TWO GENTLEMEN, WHAT I THINK IS YOU'RE GOING TO SEE SOME SORT OFDEAL HERE.I THINK CARL REALIZES THAT IF YOU DO TAKE CONTROL OF THIS COMPANY MANAGEMENT HAS TO BE THERE BECAUSE THAT'S THE NATURE OF THE BUSINESS.I SEE SOME SORT OF DEAL HAPPENING, THEY'RE GOING TO WORK THIS OUT.

LEE: LET'S SETTLE THIS RIGHT NOW.MR. BURNS IS BACK. NOT ONLY MR. BURNS.AND CARL ICAHN.CARL ICAHN IS ON THE PHONE AS WELL.MR. BURNS, YOU'RE BACK ON THE WEST -- MICHAEL.SORRY. MY MOTHER TAUGHT ME TO CALL PEOPLE BY MISTER AND THEN THE LAST NAME.WE WANT YOU TO ANSWER MR. ICAHN. YOU DID LISTEN TO THE INTERVIEW, CORRECT?

BURNS: YEAH, I DID.I JUST HEARD IT. THANK YOU.

LEE: MR. ICAHN, YOU'RE ON THE PHONE.WHAT WOULD YOU LIKE TO ASK MR. BURNS?

ICAHN: I'D JUST ASK MICHAEL ONE QUESTION, WHICH I DON'T THINK HEANSWERED BEFORE.IF YOU THINK MY BID IS SO LOW AND INADEQUATE, WHY DON'T YOU LET THE SHAREHOLDERS JUST TENDER OR NOT TENDER?WHY DO WE HAVE TO GO THROUGH THIS CHARADE OF A VOTE THAT'S NOT REALLY A VOTE? I MEAN, I'VE BEEN SEEING BETTER VOTES IN A DICTATORSHIP.I'M NOT ALLOWED TO VOTE.SO WHY NOT JUST SIMPLY SAY GO DOYOUR TENDER, CARL, IT'S INADEQUATE AND NOBODY WILL TENDER AND GOOD-BYE? BUT WHY ARE YOU GOING THROUGH THE CHARADE?

BURNS: OKAY. TWO THINGS. I'LL GET BACK TO THE PILL IN A SECOND. I'LL BE HAPPY TO ANSWER THAT, CARL. BUT FIRST OFF, I MEAN, THE POINTTHAT YOU MADE ABOUT US SPENDING ALL THIS MONEY ON PRODUCTIONS.WE DIDN'T PRODUCE "FROM PARIS WITH LOVE," CARL.IN FACT, OUR AVERAGE COST OF THENEXT 20 MOVIES THAT WE RELEASE NET OF MARKETING AND NET OF FOREIGN SALES IS LESS THAN $12 MILLION PER MOVIE.THE NEXT 20 MOVIES COMING OUT.SO I WANT TO MAKE THAT POINT.AS FAR AS --

ICAHN: WELL, I'D LIKE TO ANSWER THAT BIT. LET ME ASK YOU A QUESTION. YOU LOST 133 BUCKS FOR -- CASH IN FISCAL --

LEE: WAIT, HOLD ON, CARL.

ICAHN: I JUST --

LEE: I'M SORRY, CARL, BUT YOU ASKED --

ICAHN: ISN'T THAT A TREND? IF YOU LOST ALL THIS MONEY, ISNT THAT A TREND?

LEE: CARL. WITH ALL DUE RESPECT, MR. ICAHN, YOU ASKED MR. BURNS A QUESTION. LET'S AT LEAST LET HIM ANSWER --

ICAHN: BUT MELISSA-N ALL DUE RESPECT, HE DIDN'T ANSWER IT.

LEE: FIRST QUESTION IN TERMS OF PUTTING THAT VOTE OF $6 A SHARE UP TO SHAREHOLDERS. GO AHEAD MICHAEL.

BURNS: WE THOUGHT THAT WAS THE FAIREST THING TO DO. THIS IS NOT A TYPICAL PILL.CARL KNOWS THIS.AND I HAVE A TREMENDOUS AMOUNT OF RESPECT FOR CARL.THE WAY THIS PILL WORKS IS IF CARL IRREVOCABLY OFFERS TO BUY AND ENDS UP WITH 50% OF THE STOCK HE DOESN'T OWN, DOESN'T ALREADY OWN, THE PILL GOES AWAY. THAT'S AS DEMOCRATIC AS IT CAN POSSIBLY BE.

ICAHN: SO MELISSA, COULD I ASK A QUESTION NOW?

LEE: GO AHEAD.

ICAHN: SO THE PRESIDENT OF THE UNITED STATES ISN'T ALLOWED TO VOTE FOR HIMSELF. WHAT HE'S SAYING IS HIS FAMILY AND HE CAN'T VOTE FOR HIMSELF WHEN HE GOES TO AN ELECTION. THAT'S DEMOCRATIC? I THINK THAT'S A TOTALITARIAN STATE. WHY CAN'T I -- I OWN 20%.WHY CAN'T I VOTE?

BURNS: CARL, YOU KNOW THE WAY THESE WORK. BUT WHAT I WAS GOING TO SAY IS PRETTY SIMPLE. WE STILL HAVE -- WE HAVE 80%.OKAY?WE HAVE 80% OF THE STOCK THAT YOU DON'T OWN THAT HAS THE POTENTIAL TO VOTE WHETHER THEY THINK THIS PILL MAKES SENSE, THIS SHAREHOLDER RIGHTS PLAN DOES. AGAIN, I CAN'T SAY IT MORE EMPHATICALLY, CARL. IF YOU END UP WITH 50% OF THE STOCK THAT YOU CURRENTLY DON'T OWN, THE PILL GOES AWAY. AND I DON'T KNOW HOW I CAN MAKE THAT POINT MORE CLEARLY.

LEE: MR. BURNS, TO BE FAIR, DO YOU HAVE A QUESTION FOR MR. ICAHN?

BURNS: I GUESS MY QUESTION IS IS THAT CARL, IF YOU LOOK AT OUR TRACK RECORD OF ACQUISITIONS OVER THE YEARS, DO YOU FEEL THAT WE'VE DONE A BAD JOB WITH THE ACQUISITIONS THAT WE'VE MADE, OR DO YOU FEEL THAT WE'VE DONE A BAD JOB, FOR EXAMPLE, WITH THE TELEVISION, THE FEATURE FILMS BUSINESS, AND PARTICULARLY CHANNELS? AND THE OTHER QUESTION, IF I WAS GOING TO GET SPECIFIC, CARL, I KNOW LAST YEAR YOU WERE IN THE PRESS CRITICIZING THE TV GUIDE TRANSACTION AND THEN I SAW IN THE "JOURNAL" RECENTLY IT LOOKED LIKE YOU SAID THAT SEEMS LIKE A GOOD DEAL.I WAS JUST CURIOUS, DO YOU THINK THAT WAS A GOOD DEAL OR A BAD DEAL?

ICAHN: I THINK IT WAS A BAD DEAL. I NEVER SAID IT WAS A GOOD DEAL. A BAD DEAL FOR YOU GUYS. YOU LEVERAGED YOURSELF UP TOO MUCH FOR IT.AND YOU KNOW, WITH ALL RESPECT, YOU KNOW, I LOVE THE GUYS ON "FAST MONEY" AND I'VE BEEN ON A NUMBER OF TIMES, BUT I REALLY THINK THAT THEY'RE EMPHASIZING THE WRONG THING. YOU DON'T MAKE A LOT OF MONEY.IF YOU TALK TO THE REAL PROS, YOU DON'T MAKE A LOT OF MONEY ONTHESE TV PRODUCTIONS.THEY ALL SOUND GREAT. YOU REALLY MAKE MONEY FROM WHAT YOU HAVE.WHAT YOU HAVE IS A GOOD THING ISTHE DISTRIBUTION BUSINESS.ALL THAT OTHER STUFF YOU'RE DOING IN MY OPINION YOU'RE LEVERAGING UP THIS COMPANY AND THE LOSSES THAT YOU'VE HAD, IT'SA TREND, MICHAEL.AND WHAT YOU'RE GOING TO BE DOING IS EVERYBODY IS GOING TO SAY, WELL, YEAH, "MAD MEN" IS GOOD BECAUSE THEY LIKE "MAD MEN." I WATCH IT MYSELF.BUT WHAT I AM SAYING TO YOU IS THAT BASICALLY TV DOES NOT MAKE A COMPANY A LOT OF MONEY.AND I THINK THAT'S WHAT -- THE WHOLE GROUP I JUST LISTENED TO IS MAKING AN ERROR.

BURNS: CARL, I JUST WANT --

LEE: LAST WORD, MICHAEL.

BURNS: YEAH. MELISSA, I JUST WANT TO ADD ONE THING.TELEVISION IS A TREMENDOUS BUSINESS FOR US.IF YOU TAKE A LOOK JUST AT THE PACKAGED MEDIA FOR "WEEDS" AND "MAD MEN," IT LOOKS LIKE ON EACH ONE OF THOSE SERIES WE WILL DO OVER $100 MILLION OF REVENUE JUST ON DVD SALES FROM "MAD MEN" AND "WEEDS." AND IF YOU TAKE A LOOK, FOR EXAMPLE, THE WAY THE DIGITAL WORLD IS WORKING, WE HAD "PRECIOUS" THAT CAME OUT ON DVD LAST WEEK. IT HAS 1 MILLION DIGITAL TRANSACTIONS THAT HAVE TAKEN PLACE IN THE LAST TEN DAYS.SO AGAIN, WE'RE TRYING TO BET ON THE FUTURE, WHICH IS OBVIOUSLY DIGITAL.AT THE SAME TIME LEVERAGING OUR PACKAGED MEDIA BUSINESS. BUT TO SAY THAT TELEVISION ISN'T A PROFITABLE BUSINESS LONG TERM,THAT'S JUST NOT RIGHT.

LEE: ALL RIGHT, GUYS, WE'VE GOT TO --

ICAHN: BUT I --

LEE: I'VE GOT TO BLOW THE WHISTLE. WE ARE UNDER TIME CONSTRAINTS, AS YOU BOTH KNOW. BUT WE DO APPRECIATE YOUR TIME.AND THANKS FOR BEING GOOD SPORTS, ANSWERING EACH OTHER'S QUESTIONS, IN WHAT I BELIEVE IS A TELEVISION FIRST, TO ACTUALLY HAVE BOTH SIDES.

KAMINSKY: I'VE GOT TO SAY, THAT WAS REMARKABLE. I'VE SAT IN MEETINGS, YOU KNOW, BACK AT NEUBERGER, BUT THIS --

LEE: TO BE ON LIVE NATIONAL TELEVISION --

TERRANOVA: CAN WE HAVE POPCORN NEXT TIME WITH THAT?

KAMINSKY: I SMELL -- I DON'T KNOW ABOUT YOU GUYS, BUT I SMELL SETTLEMENT HERE. I THINK THERE'S GOING TO BE A SETTLEMENT.

LEE: WE WILL TRADE THIS WHOLE DEBATE, THIS WHOLE SHOWDOWN.IN FACT, TAKE A LOOK AT THE AFTER-HOURS CHART ON LIONSGATE.WE ARE WATCHING THAT STOCK TICK HIGHER AS WE HEARD THOSE TWO GENTLEMEN SPAR. MORE SHOW COMING UP NEXT.

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