UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 28)*
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)
August 8, 2007
(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
High Coast Limited Partnership
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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)
48.75%
14 TYPE OF REPORTING PERSON*
PN
SCHEDULE 13D
CUSIP No. 029169 10 9
1 NAME OF REPORTING PERSON
Little Meadow Corp.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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)
48.75%
14 TYPE OF REPORTING PERSON*
CO
SCHEDULE 13D
CUSIP No. 029169 10 9
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) /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)
8.44%
14 TYPE OF REPORTING PERSON*
CO
SCHEDULE 13D
CUSIP No. 029169 10 9
1 NAME OF REPORTING PERSON
Gascon Partners
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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
11,892,167
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
11,892,167
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,892,167
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.87%
14 TYPE OF REPORTING PERSON*
PN
SCHEDULE 13D
CUSIP No. 029169 10 9
1 NAME OF REPORTING PERSON
Cigas Corp.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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
11,892,167
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
11,892,167
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,892,167
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.87%
14 TYPE OF REPORTING PERSON*
CO
SCHEDULE 13D
CUSIP No. 029169 10 9
1 NAME OF REPORTING PERSON
Astral Gas Corp.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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
11,892,167
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
11,892,167
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,892,167
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.87%
14 TYPE OF REPORTING PERSON*
CO
SCHEDULE 13D
CUSIP No. 029169 10 9
1 NAME OF REPORTING PERSON
Unicorn Associates Corporation
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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
11,892,167
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
11,892,167
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,892,167
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.87%
14 TYPE OF REPORTING PERSON*
CO
SCHEDULE 13D
CUSIP No. 029169 10 9
1 NAME OF REPORTING PERSON
ACF Industries Holding Corp.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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
11,892,167
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
11,892,167
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,892,167
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.87%
14 TYPE OF REPORTING PERSON*
CO
SCHEDULE 13D
CUSIP No. 029169 10 9
1 NAME OF REPORTING PERSON
Highcrest Investors Corp.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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
11,892,167
9 SOLE DISPOSITIVE POWER
3,452,586
10 SHARED DISPOSITIVE POWER
11,892,167
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,344,753
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.77%
14 TYPE OF REPORTING PERSON*
CO
SCHEDULE 13D
CUSIP No. 029169 10 9
1 NAME OF REPORTING PERSON
Buffalo Investors Corp.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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
15,344,753
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
15,344,753
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,344,753
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.77%
14 TYPE OF REPORTING PERSON*
CO
SCHEDULE 13D
CUSIP No. 029169 10 9
1 NAME OF REPORTING PERSON
Starfire Holding Corporation
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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
15,344,753
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
15,344,753
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,344,753
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.77%
14 TYPE OF REPORTING PERSON*
CO
SCHEDULE 13D
CUSIP No. 029169 10 9
1 NAME OF REPORTING PERSON
Cyprus, LLC
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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)
0.59%
14 TYPE OF REPORTING PERSON*
OO
SCHEDULE 13D
CUSIP No. 029169 10 9
1 NAME OF REPORTING PERSON
Icahn Management LP
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*
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
3,410,441
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
3,410,441
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,410,441
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.84%
14 TYPE OF REPORTING PERSON*
PN
SCHEDULE 13D
CUSIP No. 029169 10 9
1 NAME OF REPORTING PERSON
CCI Manager LLC
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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
3,410,441
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
3,410,441
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,410,441
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.84%
14 TYPE OF REPORTING PERSON*
OO
SCHEDULE 13D
CUSIP No. 029169 10 9
1 NAME OF REPORTING PERSON
CCI Offshore 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*
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
3,706,723
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
3,706,723
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,706,723
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.26%
14 TYPE OF REPORTING PERSON*
CO
SCHEDULE 13D
CUSIP No. 029169 10 9
1 NAME OF REPORTING PERSON
CCI Onshore 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*
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
1,515,515
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
1,515,515
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,515,515
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.15%
14 TYPE OF REPORTING PERSON*
CO
SCHEDULE 13D
CUSIP No. 029169 10 9
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) /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
64,288,061
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
64,288,061
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
64,288,061
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
91.20%
14 TYPE OF REPORTING PERSON*
IN
SCHEDULE 13D - AMENDMENT NO. 28
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"), as previously amended, is
hereby further amended to furnish the additional information set forth in this
Amendment No. 28 to the Initial 13D. 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
Item 2 of the Initial 13D is hereby amended by the addition of the
following:
The following additional parties shall be included within the definition of
the term "Reporting Persons": Icahn Management LP, a Delaware limited
partnership ("Icahn Management"); CCI Manager LLC, a Delaware limited liability
company ("CCI Manager"); CCI Onshore Corp., a Delaware corporation ("CCI
Onshore"); and CCI Offshore Corp., a Delaware corporation ("CCI Offshore").
The principal business address of each of Icahn Management, CCI Manager,
CCI Onshore and CCI Offshore is 445 Hamilton Avenue, Suite 1210, White Plains,
NY 10601.
Carl C. Icahn is the managing member of CCI Manager, which is the general
partner of Icahn Management. Each of CCI Onshore and CCI Offshore is 100 percent
owned by Carl C. Icahn. As such, Mr. Icahn is in a position indirectly to
determine the investment and voting decisions made by each of the additional
Reporting Persons.
Each of CCI Manager, Icahn Management, CCI Onshore and CCI Offshore is
primarily engaged in the business of holding securities.
The name, citizenship, present principal occupation or employment and
business address of each director and executive officer of the additional
Reporting Persons are set forth in Schedule A attached hereto.
None of the additional Reporting Persons nor any manager or executive
officer of the additional Reporting Persons, 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.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 of the Initial 13D, as amended, is hereby amended by the addition of
the following:
On August 8, 2007, CCI Onshore, CCI Offshore, Icahn Management and Carl C.
Icahn entered into a Contribution and Exchange Agreement (the "Agreement") with
the Issuer, pursuant to which, among other things, (i) CCI Onshore, CCI Offshore
and Icahn Management contributed to the Issuer the general partnership interests
in the management company and general partners (the "Fund Management Entities")
of certain private investment funds managed by affiliates of Mr. Icahn (the
"Funds"), in consideration for which (ii) the Issuer issued an aggregate of
8,632,679 Depositary Units to CCI Onshore, CCI Offshore and Icahn Management. In
addition, CCI Onshore, CCI Offshore and Icahn Management will be entitled to
receive certain contingent earn-out payments to be made in additional Depositary
Units over a five-year period based on the Issuer achieving specified net
after-tax earnings from the Fund Management Entities. A copy of the Agreement is
filed herewith as an exhibit and incorporated herein by reference.
In connection with the transactions contemplated by the Agreement: (i) Carl
C. Icahn entered into a 5-year employment agreement to serve as Chairman of the
Issuer and Chief Executive Officer of the Fund Management Entities (the
"Employment Agreement"); (ii) the Issuer and Mr. Icahn entered into a
non-compete agreement (the "Non-Competition Agreement"), pursuant to which,
among other things, Mr. Icahn agreed, for a period of ten years, not to engage
in any other business that generates at least 25% of its revenue or income from
investment management activities; and (iii) the Registration Rights Agreement
dated as of June 30, 2005, among the Issuer and certain other parties, was
amended (the "Amendment") to provide certain registration rights with respect to
all Depositary Units held by Icahn Management, CCI Onshore, CCI Offshore and any
other affiliates of the foregoing who currently hold or hereafter acquire
Depositary Units. Copies of the Employment Agreement, the Non-Competition
Agreement, and the Amendment are filed herewith as exhibits and incorporated
herein by reference.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 is hereby amended and restated as follows:
(a) After taking the transactions described in Item 4 into account, the
Reporting Persons may be deemed to beneficially own, in the aggregate,
64,288,061 Depositary Units, representing approximately 91.20% of the Issuer's
outstanding Depositary Units, and 10,304,013 Preferred Units, representing
approximately 86.5% of the Issuer's outstanding Preferred Units (based upon: (i)
the 61,856,831 Depositary Units and 11,907,073 Preferred Units stated to be
outstanding as of August 8, 2007 by the Issuer in the Issuer's Form 10-Q filing
filed with the Securities and Exchange Commission on August 9, 2007; and (ii)
the 8,632,679 Depositary Units issued to certain of the Reporting Persons in
connection with the transactions described in Item 4).
(b) High Coast has sole voting power and sole dispositive power with
respect to 34,359,836 Depositary Units, representing approximately 48.75% 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 7.86% of the Issuer's
outstanding Depositary Units.
Gascon has sole voting power and sole dispositive power with respect to
11,892,167 Depositary Units, representing approximately 16.87% 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
413,793 Depositary Units, representing approximately 0.59% of the Issuer's
outstanding Depositary Units. Barberry (as the managing member of Cyprus) may be
deemed to indirectly beneficially own the Depositary Units which Cyprus directly
beneficially owns. Barberry disclaims beneficial ownership of the Depositary
Units for all other purposes.
Highcrest has sole voting power and sole dispositive power with respect to
3,452,586 Depositary Units, representing approximately 4.90% 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
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.
Icahn Management has sole voting power and sole dispositive power with
respect to 3,410,441 Depositary Units, representing approximately 4.84% of the
Issuer's outstanding Depositary Units. CCI Manager (as the general partner of
Icahn Management) may be deemed to indirectly beneficially own the Depositary
Units which Icahn Management directly beneficially owns. CCI Manager disclaims
beneficial ownership of the Depositary Units for all other purposes.
CCI Onshore has sole voting power and sole dispositive power with respect
to 1,515,515 Depositary Units, representing approximately 2.15% of the Issuer's
outstanding Depositary Units.
CCI Offshore has sole voting power and sole dispositive power with respect
to 3,706,723 Depositary Units, representing approximately 5.26% of the Issuer's
outstanding Depositary Units.
Carl C. Icahn may be deemed to indirectly beneficially own the Depositary
Units which High Coast, Barberry, Gascon, Cyprus, Highcrest, Icahn Management,
CCI Onshore and CCI Offshore directly beneficially own. Mr. Icahn disclaims
beneficial ownership of the Depositary Units for all other purposes.
(c) Other than as described in Item 4, 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, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIP WITH RESPECT TO
SECURITIES OF THE ISSUER
The information set forth above in Item 4 is incorporated herein by
reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
1. Contribution and Exchange Agreement (incorporated by reference to
Exhibit 10.1 to the Issuer's Quarterly Report on Form 10-Q (SEC File
No. 1-9516), filed on August 9, 2007).
2. Employment Agreement (incorporated by reference to Exhibit 10.2 to the
Issuer's Quarterly Report on Form 10-Q (SEC File No. 1-9516), filed on
August 9, 2007).
3. Non-Competition Agreement (incorporated by reference to Exhibit 10.3
to the Issuer's Quarterly Report on Form 10-Q (SEC File No. 1-9516),
filed on August 9, 2007).
4. Amendment to Registration Rights Agreement (incorporated by reference
to Exhibit 10.5 to the Issuer's Quarterly Report on Form 10-Q (SEC
File No. 1-9516), filed on August 9, 2007).
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: August 9, 2007
HIGH COAST LIMITED PARTNERSHIP
By: Little Meadow Corp.
Its: General Partner
By: /s/ Edward E. Mattner
---------------------
Name: Edward E. Mattner
Title: Authorized Signatory
LITTLE MEADOW CORP.
By: /s/ Edward E. Mattner
---------------------
Name: Edward E. Mattner
Title: Authorized Signatory
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
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/ Keith Cozza
---------------
Name: Keith Cozza
Title: Vice President
HIGHCREST INVESTORS CORP.
By: /s/ Keith Cozza
---------------
Name: Keith Cozza
Title: Vice President
BUFFALO INVESTORS CORP.
By: /s/ Edward E. Mattner
---------------------
Name: Edward E. Mattner
Title: President and Treasurer
STARFIRE HOLDING CORPORATION
By: /s/ Keith Cozza
---------------
Name: Keith Cozza
Title: Authorized Signatory
CYPRUS LLC
By: Barberry Corp
Its: Managing Member
By: /s/ Edward E. Mattner
---------------------
Name: Edward E. Mattner
Title: Authorized Signatory
ICAHN MANAGEMENT LP
By: /s/ Edward E. Mattner
---------------------
Name: Edward E. Mattner
Title: Authorized Signatory
CCI MANAGER LLC
By: /s/ Edward E. Mattner
---------------------
Name: Edward E. Mattner
Title: Authorized Signatory
ICAHN ONSHORE CORP.
By: /s/ Edward E. Mattner
---------------------
Name: Edward E. Mattner
Title: Authorized Signatory
CCI OFFSHORE CORP.
By: /s/ Edward E. Mattner
----------------------
Name: Edward E. Mattner
Title: Authorized Signatory
/s/ Carl C. Icahn
-----------------
CARL C. ICAHN
[Signature Page for American Real Estate Partners, L.P. 13D Amendment No. 28]
SCHEDULE A
DIRECTORS AND EXECUTIVE OFFICERS OF THE ADDITIONAL REPORTING PERSONS
The following sets forth the name, position, and principal occupation of
each director and executive officer of each of the additional Reporting Persons.
Each such person is a citizen of the United States of America. Except as
otherwise indicated, the business address of each director and officer is c/o
Icahn Associates Corp., 767 Fifth Avenue, 47th Floor, New York, New York 10153.
To the best of the Reporting Persons' knowledge, except as set forth in this
statement on Schedule 13D, none of the directors or executive officers of the
additional Reporting Persons own any Shares.
ICAHN MANAGEMENT LP
Name Position
---- --------
CCI Manager LLC General Partner
CCI MANAGER LLC
Name Position
---- --------
Carl C. Icahn Managing Member
CCI ONSHORE CORP.
Name Position
---- --------
Carl C. Icahn Director
Keith A. Meister President and Secretary
Vincent Intrieri Vice President and Treasurer
Jordan Bleznick Vice President-Taxes
CCI OFFSHORE CORP.
Name Position
---- --------
Carl C. Icahn Director
Keith A. Meister President and Secretary
Vincent Intrieri Vice President and Treasurer
Jordan Bleznick Vice President-Taxes