UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 26)*
American Real Estate Partners, L.P.
(Name of Issuer)
Depositary Units Representing Limited Partner Interests
(Title of Class of Securities)
029169 10 9
(CUSIP Number)
Marc Weitzen, Esq.
General Counsel
Icahn Associates Corp.
767 Fifth Avenue, 47th Floor
New York, New York 10153
(212) 702-4300
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
January 21, 2005
(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 which is the subject of this Schedule 13D, and is filing this
schedule because 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 Section 240.13d-7(b) 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. 029169 10 9
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
High Coast Limited Partnership
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /x/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable.
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
34,359,836
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
34,359,836
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
34,359,836
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
55.3%
14 TYPE OF REPORTING PERSON*
PN
2
SCHEDULE 13D
CUSIP No. 029169 10 9
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Little Meadow Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /x/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable.
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
34,359,836
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
34,359,836
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
34,359,836
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
55.3%
14 TYPE OF REPORTING PERSON*
CO
3
SCHEDULE 13D
CUSIP No. 029169 10 9
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Barberry Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /x/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable.
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
5,537,000
8 SHARED VOTING POWER
413,793
9 SOLE DISPOSITIVE POWER
5,537,000
10 SHARED DISPOSITIVE POWER
413,793
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,950,793
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.6%
14 TYPE OF REPORTING PERSON*
CO
4
SCHEDULE 13D
CUSIP No. 029169 10 9
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gascon Partners
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /x/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable.
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
/ /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
11,344,828
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
11,344,828
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,344,828
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.2%
14 TYPE OF REPORTING PERSON*
PN
5
SCHEDULE 13D
CUSIP No. 029169 10 9
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Cigas Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /x/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable.
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
11,344,828
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
11,344,828
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,344,828
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.2%
14 TYPE OF REPORTING PERSON*
CO
6
SCHEDULE 13D
CUSIP No. 029169 10 9
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Astral Gas Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /x/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable.
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
11,344,828
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
11,344,828
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,344,828
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.2%
14 TYPE OF REPORTING PERSON*
CO
7
SCHEDULE 13D
CUSIP No. 029169 10 9
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Unicorn Associates Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /x/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable.
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
/ /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
12,202,587
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
12,202,587
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,202,587
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.6%
14 TYPE OF REPORTING PERSON*
CO
8
SCHEDULE 13D
CUSIP No. 029169 10 9
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ACF Industries Holding Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /x/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable.
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
12,202,587
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
12,202,587
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,202,587
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.6%
14 TYPE OF REPORTING PERSON*
CO
9
SCHEDULE 13D
CUSIP No. 029169 10 9
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Highcrest Investors Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /x/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable.
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
3,452,586
8 SHARED VOTING POWER
12,202,587
9 SOLE DISPOSITIVE POWER
3,452,586
10 SHARED DISPOSITIVE POWER
12,202,587
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,655,173
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.2%
14 TYPE OF REPORTING PERSON*
CO
10
SCHEDULE 13D
CUSIP No. 029169 10 9
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Buffalo Investors Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /x/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable.
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
/ /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
15,655,173
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
15,655,173
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,655,173
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.2%
14 TYPE OF REPORTING PERSON*
CO
11
SCHEDULE 13D
CUSIP No. 029169 10 9
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Starfire Holding Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /x/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable.
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
15,655,173
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
15,655,173
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,655,173
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.2%
14 TYPE OF REPORTING PERSON*
CO
12
SCHEDULE 13D
CUSIP No. 029169 10 9
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Cyprus, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /x/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable.
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
413,793
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
413,793
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
413,793
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.7%
14 TYPE OF REPORTING PERSON*
OO
13
SCHEDULE 13D
CUSIP No. 029169 10 9
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Arnos Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /x/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable.
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
/ /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
857,759
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
857,759
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
857,759
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.4%
14 TYPE OF REPORTING PERSON*
OO
14
SCHEDULE 13D
CUSIP No. 029169 10 9
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Carl C. Icahn
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /x/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable.
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
/X/
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
55,965,802
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
55,965,802
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
55,965,802
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
90.1%
14 TYPE OF REPORTING PERSON*
IN
15
SCHEDULE 13D - AMENDMENT NO. 26
Item 1. Security and Issuer
The Schedule 13D filed with the U.S. Securities and Exchange Commission ("SEC")
on September 24, 1990 (the "Initial 13D") by Meadowstar Holding Company, Inc., a
Delaware Corporation, Carl C. Icahn, a citizen of the United States of America,
Unicorn Associates Corporation, a New York corporation, ACF Industries,
Incorporated, a New Jersey corporation, Icahn Capital Corporation, a Delaware
corporation and Icahn Holding Corporation, a Delaware corporation, as amended by
Amendment No. 1, dated November 16, 1990, Amendment No. 2, dated March 19, 1992,
Amendment No. 3, dated March 18, 1993, Amendment No. 4, dated May 13, 1993,
Amendment No. 5, dated March 24, 1994, Amendment No. 6, dated July 28, 1994,
Amendment No. 7, dated July 29, 1994, Amendment No. 8, dated April 13, 1994,
Amendment No. 9, dated August 30, 1995, Amendment No. 10, dated September 14,
1995, Amendment No. 11, dated January 19, 1996, Amendment No. 12, dated January
22, 1996, Amendment No. 13, dated March 8, 1996, Amendment No. 14, dated June
21, 1996, Amendment No. 15 dated September 18, 1996, Amendment No. 16, dated
January 2, 1997, Amendment No. 17, dated July 23, 1997, Amendment No. 18, dated
September 25, 1997, the Tender Offer Statement on Schedule 14D-1 originally
filed with the SEC on November 28, 1998 by Leyton LLC, High Coast Limited
Partnership, Little Meadow Corp. and Carl C. Icahn (Amendment No. 20 to Schedule
13-D), as amended by Amendment No. 1 filed on December 14, 1998 (Amendment No.
21 to Schedule 13-D), Amendment No. 2 filed on December 29, 1998 (Amendment No.
22 to Schedule 13-D), Amendment No. 3 filed on December 31, 1998 (Amendment No.
23 to Schedule 13-D), Amendment No. 4 filed on November 2, 1999 (Amendment No.
24 to Schedule 13-D), Amendment No. 25, dated August 28, 2003, is hereby further
amended to furnish the additional information set forth herein. All capitalized
terms contained herein but not otherwise defined shall have the meanings
ascribed to such terms in the Initial 13D, as amended. This filing relates to
the depositary units of the Issuer, American Real Estate Partners, L.P., a
Delaware Limited Partnership (the "Depositary Units"). The address of the
principal executive office of the Issuer is 100 South Bedford Road, Mt. Kisco,
New York 10549.
ITEM 2. IDENTITY AND BACKGROUND
The persons filing this statement are High Coast Limited Partnership, a Delaware
limited partnership ("High Coast"), Little Meadow Corp., a Delaware corporation
("Little Meadow"), Barberry Corp., a Delaware corporation ("Barberry"), Gascon
Partners, a New York partnership ("Gascon"), Cigas Corp., a Delaware corporation
("Cigas"), Astral Gas Corp., a Delaware corporation ("Astral"), Unicorn
Associates Corporation, a New York corporation ("Unicorn"), ACF Industries
Holding Corp., a Delaware corporation ("ACF Holding"), Highcrest Investors
Corp., a Delaware corporation ("Highcrest"), Buffalo Investors Corp., a New York
corporation ("Buffalo"), Starfire Holding Corporation, a Delaware corporation
("Starfire"), Cyprus, LLC, a Delaware limited liability company ("Cyprus"),
Arnos Corp., a Nevada corporation ("Arnos") (High Coast, Little Meadow,
Barberry, Gascon, Cigas, Astral, Unicorn, ACH Holding, Highcrest, Buffalo,
Starfire, Cyprus and Arnos are collectively referred to herein as the "Icahn
Group") and Carl C. Icahn, a citizen of the United States of America
(collectively with the Icahn Group, the "Reporting Persons"). The principal
business address and the address of the principal office of (i) each member of
the Icahn Group 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.
The name, citizenship, present principal occupation or employment director and
executive officer of each member of the Icahn Group are set forth Exhibit 1
attached hereto.
Little Meadow is the general partner of High Coast. Cigas and Astral are the
partners of Gascon. Unicorn is the sole shareholder of each of Astral and Arnos.
ACF Industries Holding Corp. is the sole shareholder of Unicorn. Highcrest is
the sole shareholder of ACF Industries Holding Corp. Buffalo is the sole
shareholder of Highcrest. Starfire is the sole shareholder of Buffalo. Barberry
is the managing member of Cyprus. Mr. Icahn is the sole shareholder of each of
Little Meadow, Cigas, Starfire and Barberry. As
16
such, Mr. Icahn is in a position directly and indirectly to determine the
investment and voting decisions made by the members of the Icahn Group.
Each of the members of the Icahn Group are primarily engaged in the business of
investing in securities. Carl C. Icahn's present principal occupation or
employment is (i) indirectly directing and managing the investments of Icahn
Partners LP, a Delaware limited partnership, and Icahn Partners Master Fund LP,
a Cayman Islands exempted limited partnership, and (ii) acting as President and
a director of Starfire, and as the Chairman of the Board and a director of
various of Starfire's subsidiaries. Starfire is primarily engaged in the
business of investing in and holding securities of various entities.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 of the Initial 13D, as amended, is hereby amended by the addition of the
following:
As more fully described in Item 4 hereof, Gascon, Cyprus, Highcrest and Arnos
entered into the Agreements (as such term is defined in Item 4) with respect to
the transactions contemplated thereby. The consideration for the transactions to
be consummated pursuant to the Agreements will consist of certain assets of
Gascon, Cyprus, Highcrest and Arnos, as more fully described in the Agreements.
Copies of the Agreements are filed herewith as Exhibits 2, 3, 4 and 5,
respectively, and incorporated herein by reference, and the descriptions herein
of the Agreements are qualified in their entirety by reference to the
Agreements.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 of the Initial 13D, as amended, is hereby amended by the addition of the
following:
On January 21, 2005, Gascon entered into a Membership Interest Purchase
Agreement (the "NEG Agreement") with the Issuer, pursuant to which (i) Gascon
agreed to sell to the Issuer its membership interest in NEG Holding LLC, in
consideration for which (ii) the Issuer agreed to issue 11,344,828 Depositary
Units to Gascon, subject to certain adjustments that could reduce such
consideration.
On January 21, 2005, Cyprus entered into a Purchase Agreement (the "Sands
Agreement") with the Issuer, pursuant to which (i) Cyprus agreed to sell to the
Issuer 4,121,033 shares of common stock of GB Holdings, Inc., and warrants to
purchase 1,133,284 shares of common stock of Atlantic Coast Entertainment
Holdings, Inc. ("Atlantic Holdings"), in consideration for which (ii) the Issuer
agreed to issue 413,793 Depositary Units to Cyprus. In addition, following the
end of fiscal year 2006 of the Issuer, provided that certain conditions are met,
Cyprus will have the right to receive up to an additional 206,897 Depositary
Units.
On January 21, 2004, Highcrest and Arnos entered into an Agreement and Plan of
Merger (the "Panaco Agreement") with the Issuer, National Offshore LP, an
indirect wholly-owned subsidiary of the Issuer ("National Offshore"), and
Panaco, Inc., a corporation wholly owned by Highcrest and Arnos ("Panaco"),
pursuant to which (i) Panaco would be merged with and into National Offshore, in
consideration for which (ii) the Issuer agreed to issue 3,452,586 Depositary
Units to Highcrest and 857,759 Depositary Units to Arnos, subject in each case
to certain adjustments that could reduce such consideration.
On January 21, 2004, Highcrest entered into an Agreement and Plan of Merger (the
"TransTexas Agreement" and together with the NEG Agreement, the Sands Agreement
and the Panaco Agreement, the "Agreements") with National Onshore LP, an
indirect wholly-owned subsidiary of the Issuer ("National Onshore"), and
TransTexas Gas Corporation, a corporation wholly owned by Highcrest
("TransTexas"), pursuant to which (i) TransTexas would be merged with and into
National Onshore, in consideration for which (ii) the Issuer agreed to pay to
Highcrest $180 million in cash, subject to certain adjustments that
17
could reduce such consideration.
The resale of the Depositary Units to be issued to Gascon, Cyprus, Highcrest and
Arnos has not been registered under the Securities Act of 1933, or any state
securities laws. However, the Issuer has agreed to enter into a registration
rights agreement with Gascon, Cyprus, Highcrest and Arnos prior to the closing
of the transactions contemplated by the Agreements, pursuant to which the Issuer
shall be obligated to file a registration statement for the resale of these
Depositary Units.
Copies of the Agreements are filed herewith as Exhibits 2, 3, 4 and 5,
respectively, and incorporated herein by reference, and the descriptions herein
of the Agreements are qualified in their entirety by reference to the
Agreements.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 is hereby amended and restated as follows:
(a) As of the close of the business day on January 21, 2005, and after taking
the transactions contemplated by the Agreements into account, Reporting Persons
may be deemed to beneficially own, in the aggregate, 55,965,802 Depositary
Units, representing approximately 90.1% of the Issuer's outstanding Depositary
Units and 8,900,995 Preferred Units, representing approximately 86.5% of
Issuer's outstanding Preferred Units (based upon the 46,098,284 Depositary Units
and 10,286,264 Preferred Units stated to be outstanding as of September 30,
2004, by the Issuer in the Issuer's Form 10-Q filing (filed with the Securities
and Exchange Commission for the quarter ended September 30, 2004).
(b) High Coast has sole voting power and sole dispositive power with respect to
34,359,836 Depositary Units, representing approximately 55.3% of the Issuer's
outstanding Depositary Units. Little Meadow (as the general partner of High
Coast) may be deemed to indirectly beneficially own the Depositary Units which
High Coast directly beneficially owns. Little Meadow disclaims beneficial
ownership of the Depositary Units for all other purposes.
Barberry has sole voting power and sole dispositive power with respect to
5,537,000 Depositary Units, representing approximately 8.9% of the Issuer's
outstanding Depositary Units.
Gascon has sole voting power and sole dispositive power with respect to up to
11,344,828 Depositary Units, representing approximately 18.2% of the Issuer's
outstanding Depositary Units. Each of Cigas (as a partner of Gascon), Astral (as
a partner of Gascon), Unicorn (as the sole shareholder of Astral), ACF Holding
(as the sole shareholder of Unicorn), Highcrest (as the sole shareholder of ACF
Holding), Buffalo (as the sole shareholder of Highcrest), and Starfire (as the
sole shareholder of Buffalo) may be deemed to indirectly beneficially own the
Depositary Units which Gascon directly beneficially owns. Each of Cigas, Astral,
Unicorn, ACF Holding, Highcrest, Buffalo and Starfire disclaims beneficial
ownership of the Depositary Units for all other purposes.
Cyprus has sole voting power and sole dispositive power with respect to up to
413,793 Depositary Units, representing approximately 0.7% of the Issuer's
outstanding Depositary Units. In addition, following the end of fiscal year 2006
of the Issuer, provided that certain conditions are met, Cyprus has the
potential to have sole voting power and sole dispositive power with respect to
up to an additional 206,897 Depositary Units. Barberry (as the managing member
of Cyprus) may be deemed to indirectly beneficially own the Depositary Units
which Cyprus directly beneficially owns. Cyprus disclaims beneficial ownership
of the Depositary Units for all other purposes.
Highcrest has sole voting power and sole dispositive power with respect to up to
3,452,586 Depositary Units, representing approximately 5.6% of the Issuer's
outstanding Depositary Units. Each of Buffalo (as the sole shareholder of
Highcrest) and Starfire (as the sole shareholder of Buffalo) may be deemed to
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indirectly beneficially own the Depositary Units which Highcrest directly
beneficially owns. Each of Buffalo and Starfire disclaims beneficial ownership
of the Depositary Units for all other purposes.
Arnos has sole voting power and sole dispositive power with respect to up to
857,759 Depositary Units, representing approximately 1.4% of the Issuer's
outstanding Depositary Units. Each of Unicorn (as the sole shareholder of
Arnos), ACF Holding (as the sole shareholder of Unicorn), Highcrest (as the sole
shareholder of ACF Holding), Buffalo (as the sole shareholder of Highcrest), and
Starfire (as the sole shareholder of Buffalo) may be deemed to indirectly
beneficially own the Depositary Units which Arnos directly beneficially owns.
Each of Unicorn, ACF Holding, Highcrest, Buffalo and Starfire disclaims
beneficial ownership of the Depositary Units for all other purposes.
Carl C. Icahn may be deemed to indirectly beneficially own the Depositary Units
which High Coast, Barberry, Gascon, Cyprus, Highcrest and Arnos directly
beneficially own. Mr. Icahn disclaims beneficial ownership of the Depositary
Units for all other purposes.
(c) Other than pursuant to the Agreements, no transactions with respect to
Depositary Units have been effected during the past sixty (60) days by any of
the Reporting Persons.
ITEM 6. CONTRACTS, AGREEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
Item 6 of the Initial 13D, as amended, is hereby amended by the addition of the
following:
Reference is made to the Agreements referred to in Items 3 and 4 and the
descriptions thereof set forth in such Items. The Agreements are filed herewith
as Exhibits 2, 3, 4 and 5, respectively, and are incorporated herein by
reference, and the descriptions herein of the Agreements are qualified in their
entirety by reference to the Agreements.
Certain Depositary Units and Preferred Units described herein have been pledged
as collateral for loans to Mr. Icahn and his affiliates.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1. Joint Filing Agreement, dated January 31, 2004.
Exhibit 2. Membership Interest Purchase Agreement dated as of January 21,
2005, by and among the Issuer and Gascon Partners (incorporated
herein by reference to Exhibit 99.1 to the Current Report on Form
8-K filed by the Issuer with the SEC on January 26, 2004).
Exhibit 3. Agreement and Plan of Merger dated as of January 21, 2005, by and
among National Onshore LP, Highcrest Investors Corp. and TransTexas
Gas Corporation (incorporated herein by reference to Exhibit 99.2 to
the Current Report on Form 8-K filed by the Issuer with the SEC on
January 26, 2004).
Exhibit 4. Agreement and Plan of Merger dated as of January 21, 2005, by and
among National Offshore LP, Highcrest Investors Corp., Arnos
Corp., the Issuer and Panaco, Inc. (incorporated herein by
reference to Exhibit 99.3 to the Current Report on Form 8-K filed
by the Issuer with the SEC on January 26, 2004).
Exhibit 5. Purchase Agreement dated as of January 21, 2005, by and among the
Issuer and Cyprus LLC (incorporated herein by reference to Exhibit
99.4 to the Current Report on Form 8-K filed by the Issuer with the
SEC on January 26, 2004).
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SIGNATURES
After reasonable inquiry and to the best of the knowledge and belief of each of
the undersigned, each of the undersigned certifies that the information set
forth in this statement on Schedule 13D concerning the depositary units
representing limited partner interests in American Real Estate Partners, L.P., a
Delaware limited partnership, is true, complete and correct.
Dated: January 31, 2005
HIGH COAST LIMITED PARTNERSHIP
By: Little Meadow Corp.
Its: General Partner
By: /s/ Richard T. Buonato
--------------------------------
Name: Richard T. Buonato
Title: Vice President
LITTLE MEADOW CORP.
By: /s/ Richard T. Buonato
--------------------------------
Name: Richard T. Buonato
Title: Vice President
BARBERRY CORP.
By: /s/ Edward E. Mattner
--------------------------------
Name: Edward E. Mattner
Title: Authorized Signatory
GASCON PARTNERS
By: Cigas Corp.
Its: Partner
By: /s/ Edward E. Mattner
--------------------------------
Name: Edward E. Mattner
Title: President
By: Astral Gas Corp.
Its: Partner
By: /s/ Edward E. Mattner
--------------------------------
Name: Edward E. Mattner
Title: President
CIGAS CORP.
By: /s/ Edward E. Mattner
--------------------------------
Name: Edward E. Mattner
Title: President
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ASTRAL GAS CORP.
By: /s/ Edward E. Mattner
--------------------------------
Name: Edward E. Mattner
Title: President
UNICORN ASSOCIATES CORPORATION
By: /s/ Edward E. Mattner
--------------------------------
Name: Edward E. Mattner
Title: President and Treasurer
ACF INDUSTRIES HOLDING CORP.
By: /s/ Jon Weber
--------------------------------
Name: Jon Weber
Title: President and Treasurer
HIGHCREST INVESTORS CORP.
By: /s/ Jon Weber
--------------------------------
Name: Jon Weber
Title: Assistant Secretary
BUFFALO INVESTORS CORP.
By: /s/ Edward E. Mattner
--------------------------------
Name: Edward E. Mattner
Title: President and Treasurer
STARFIRE HOLDING CORPORATION
By: /s/ Jon Weber
--------------------------------
Name: Jon Weber
Title: Authorized Signatory
CYPRUS LLC
By: Barberry Corp
Its: Managing Member
By: /s/ Edward E. Mattner
--------------------------------
Name: Edward E. Mattner
Title: Authorized Signatory
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ARNOS CORP.
By: /s/ Edward E. Mattner
--------------------------------
Name: Edward E. Mattner
Title: Vice President
/s/ Carl C. Icahn
--------------------------------
CARL C. ICAHN
[Signature Page for American Real Estate Partners, L.P. 13D Amendment No. 26]
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