Unassociated Document
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
------------------------------------------------------------------
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of
Report (Date of earliest event reported): July 3, 2008
Icahn
Enterprises L.P.
---------------------------------------------------------------
(Exact
name of registrant as specified in its charter)
|
Delaware
|
1-9516
|
13-3398766
|
|
(State
or Other Jurisdiction of Incorporation)
|
(Commission
File Number)
|
(IRS
Employer
Identification
No.)
|
| |
|
|
767
Fifth Avenue, Suite 4700, New York, NY
|
10153
|
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
Registrant’s
Telephone Number, Including Area Code: (212)
702-4300
--------------------------------------------------------------------------------
(Former
Name or Former Address, if Changed Since Last Report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o Written
communication pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
ITEM
2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
On
July
3, 2008, Icahn Enterprises Holdings L.P. ("Holdings") and its newly formed,
wholly owned subsidiary, IEH FM Holdings LLC ("Acquisition Sub"), entered into
a
Stock Purchase Agreement (the "Agreement") with Thornwood Associates Limited
Partnership ("Thornwood") and Thornwood’s general partner, Barberry Corp.
("Barberry"), pursuant to which Icahn Enterprises L.P. (“Icahn Enterprises”) has
acquired a majority interest in Federal-Mogul Corporation (“Federal-Mogul”).
Icahn Enterprises owns a 99% limited partnership interest in Holdings. Thornwood
and Barberry are wholly owned by Mr. Carl C. Icahn. Thornwood owns 75,241,924
shares of Federal-Mogul’s Class A common stock ("Federal-Mogul Stock"), which
represents approximately 74.87% of the total issued and outstanding shares
of
capital stock of Federal-Mogul. Thornwood acquired 50,100,000 shares of
Federal-Mogul Stock pursuant to the exercise of two options acquired in December
2007 from the Federal-Mogul Asbestos Personal Injury Trust (the "Trust Stock")
and 25,141,924 shares of Federal-Mogul Stock pursuant to and in connection
with
the Federal-Mogul Plan of Reorganization under Chapter 11 of the United States
Code, which become effective on December 27, 2007, in respect of certain
securities of Federal-Mogul held by Thornwood prior to Federal-Mogul's
reorganization (the "Claims Stock").
Pursuant
to the Agreement, on July 3, 2008, Acquisition Sub purchased from Thornwood
50,750,000 shares of Federal-Mogul Stock for an aggregate purchase price of
$862,750,000 in cash (or $17.00 per share, which represents a discount to
Thornwood's purchase price for such shares). The purchased shares consist of
all
of the Trust Stock plus 650,000 shares of the Claims Stock. The purchased shares
represent approximately 50.5% of the total issued and outstanding shares of
capital stock of Federal-Mogul. In addition, if Federal-Mogul issues additional
shares of Federal-Mogul Stock before October 31, 2008, Thornwood will
automatically sell a number of additional shares of Federal-Mogul Stock equal
to
50% of the number of additional shares of Federal-Mogul Stock then issued to
Holdings at a purchase price equal to the lower of $17.00 per share or the
then-current closing price of Federal-Mogul Stock. The transaction was approved
by a special committee of the independent directors of the general partner
of
Holdings and Icahn Enterprises. The special committee was advised by its own
legal counsel and independent financial advisor with respect to the transaction.
The special committee received an opinion from its financial adviser as to
the
fairness to Icahn Enterprises, from a financial point of view, of the
consideration paid. A copy of the Agreement is attached hereto as Exhibit 10.1
and is incorporated herein by reference.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d)
Exhibits.
| |
Exhibit
No.
|
Description
|
| |
10.1
|
Stock
Purchase Agreement
|
| |
|
|
[remainder
of page intentionally left blank; signature page follows]
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| |
|
|
| |
|
| |
ICAHN
ENTERPRISES L.P.
(Registrant)
|
|
|
|
| |
By: |
Icahn Enterprises G.P. Inc.
|
| |
|
its
General Partner |
| |
|
|
| |
|
|
| |
By: |
/s/ Keith
A.
Meister |
| |
Keith
A. Meister
Principal
Executive Officer
|
| |
|
| |
|
Date: July
3,
2008