UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 25)*
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 14, 2003
(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*
WC
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*
/X /
Excludes all depositary units owned of record by API Nominee Corp.
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
74.5%
14 TYPE OF REPORTING PERSON*
PN
SCHEDULE 13D
CUSIP No. 029169 10 9
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Beckton Corp.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /x/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
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*
/X /
Excludes all depositary units owned of record by API Nominee Corp.
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
74.5%
14 TYPE OF REPORTING PERSON*
CO
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*
AF
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
0
9 SOLE DISPOSITIVE POWER
5,537,000
10 SHARED DISPOSITIVE POWER
O
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,537,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
/x/
Excludes all depositary units owned of record by API
Nominee Corp.
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12%
14 TYPE OF REPORTING PERSON*
CO
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*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
/ /
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
39,896,836
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
39,896,836
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
39,896,836
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/x/
Excludes all depositary units owned of record by API Nominee Corp.
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
86.6%
14 TYPE OF REPORTING PERSON*
IN
SCHEDULE 13D - Amendment No. 25
Item 1. Security and Issuer
The Schedule 13D filed with the U.S. Securities and Exchange Commission
("SEC") on September 24, 1990 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 ("Unicorn"), ACF Industries,
Incorporated, a New Jersey corporation ("ACF"), Icahn Capital Corporation, a
Delaware corporation and Icahn Holding Corporation, a Delaware corporation
("IHC"), 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
("Leyton"), High Coast Limited Partnership ("High Coast"), Beckton Corp.
("Beckton") 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) 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 Registrants' prior statements on Schedule
13D. 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"), Beckton Corp., a Delaware
corporation ("Beckton"), Barberry Corp., a Delaware corporation ("Barberry")
(High Coast, Beckton and Barberry are collectively, the "Icahn Group") and Carl
C. Icahn, a citizen of the United States of America (collectively with the Icahn
Group, the "Registrants"). The principal business address and the address of the
principal office of (i) High Coast, Beckton and Barberry 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 High Coast, Beckton and Barberry, are set forth Exhibit
1 attached hereto.
Beckton is the general partner of High Coast and Mr. Icahn is the sole
shareholder, director and executive officer of Barberry and Beckton. As such,
Mr. Icahn is in a position directly and indirectly to determine the investment
and voting decisions made by the Registrants.
Each of High Coast, Beckton and Barberry are primarily engaged in the
business of investing in securities. Carl C. Icahn's present principal
occupation or employment is acting as President and a Director of Starfire
Holding Corporation, a Delaware corporation ("Starfire"), and as the Chairman of
the Board and Director of various of Starfire's subsidiaries, including ACF
Industries LLC, a Delaware limited liability company ("ACF"). Starfire, whose
principal business address is 100 South Bedford Road, Mount Kisco, New York
10549, is primarily engaged in the business of holding, either directly or
through its subsidiaries, the membership interest of ACF, which is primarily
engaged in the business of leasing and manufacturing railroad freight and tank
cars and XO Communications Inc., which provides telecommunications primarily to
businesses.
Except as disclosed on Exhibit 2 attached hereto, which is hereby
incorporated herein by reference thereto, none of Beckton, High Coast, Barberry,
Carl C. Icahn, nor any manager or executive officer of any of the Icahn Group,
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 3. Source and Amount of Funds or Other Consideration
The aggregate purchase price of the 190,000 Depositary Units being reported
herein as purchased by Barberry was $2,090,000.00 (excluding commissions). The
source of funds for the purchase of Depositary Units was the working capital of
Barberry. On August 28, 2003, Leyton LLC was liquidated and all of its assets
including Depositary Units were transferred to High Coast.
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 August 14, 2003, Registrants may
be deemed to beneficially own, in the aggregate, 39,896,836 Depositary Units,
representing approximately 86.6% of the Issuer's outstanding Depositary Units
and 8,477,139 Preferred Units, representing approximately 86.5% of Issuer's
outstanding Preferred Units (based upon the 46,098,284 Depositary Units and
9,797,511 Preferred Units stated to be outstanding as of June 30, 2003, by the
Issuer in the Issuer's Form 10-Q filing (filed with the Securities and Exchange
Commission for the quarter ended June 30, 2003).
(b) High Coast has sole voting power and sole dispositive power with
respect to 34,359,836 Depositary Units. Beckton may be deemed deemed to
indirectly beneficially own the Depositary Units which, High Coast directly
beneficially owns. Beckton disclaims beneficial ownership of the Depositary
Units for all other purposes. Barberry has sole voting power and sole
dispositive power with respect to the 5,537,000 of such Depositary Units. Carl
C. Icahn may be deemed to indirectly beneficially own the Depositary Units,
which Barberry and High Coast directly beneficially own. Mr. Icahn disclaims
beneficial ownership of the Depositary Units for all other purposes. Registrants
may be deemed to beneficially own the Depositary Units held of record by API
Nominee Corp. but Registrants disclaim beneficial ownership of all such
Depositary Units.
(c) The following table sets forth all transactions with respect to Shares
effected during the past sixty (60) days by any of the Registrants. All such
transactions were effected in the open market, the table excludes commissions
paid.
Transactions Date Price Per Depositary Unit ($) Number Of Depositary Units
08/14/03 11.00 190,000
Item 6. Contracts, Agreements, Understandings or Relationships With Respect
to Security of the Issuer
Depositary Units and Preferred Units are collateral for loans to Mr. Icahn,
including a loan from the Issuer which comes due on December 27, 2003
Item 7. Material to Be Filed as Exhibits
Exhibit 1. Joint Filing Agreement, dated August 29, 2003.
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 28, 2003
HIGH COAST LIMITED PARTNERSHIP
By: Beckton Corp.
Its: General Partner
By: /s/ Edward E. Mattner
Name: Edward E. Mattner
Title: Authorized Signatory
BECKTON 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
CARL C. ICAHN
/s/ Carl C. Icahn
Carl C. Icahn
[Signature Page for American Real Estate Partners, L.P. 13D Amendment No. 25]
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934,
as amended, the persons named below agree to the joint filing on behalf of each
of them of statements on Schedule 13D (including amendments thereto) with
respect to the depositary units representing limited partner interests in
AMERICAN REAL ESTATE PARTNERS, L.P., and further agree that this Joint Filing
Agreement be included as an Exhibit to such joint filings. In evidence thereof,
the undersigned, being duly authorized, have executed this Joint Filing
Agreement this 28th day of August, 2003.
HIGH COAST LIMITED PARTNERSHIP
By: Beckton Corp.
Its: General Partner
By: /s/ Edward E. Mattner
Name: Edward E. Mattner
Title: Authorized Signatory
BECKTON 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
/s/ Carl C. Icahn
Carl C. Icahn
[Joint Filing Agreement for AREP 13D Amendment No. 25]
EXHIBIT 1
DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANTS
The following sets forth the name, position, and principal occupation of
each director and executive officer of High Coast, Beckton and Barberry. 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 Registrants' knowledge, except as set forth in this statement on
Schedule 13D, none of the directors or executive officers of the Registrants own
any shares of the Issuer.
HIGH COAST LIMITED PARTNERSHIP
Name Position
---- ----------
Beckton Corp. General Partner
BECKTON CORP.
Name Position
----- --------
Carl C. Icahn Chairman of the Board, President and Secretary
Richard T. Buonato Vice President and Secretary*
Edward E. Mattner Authorized Signatory
BARBERRY CORP.
Name Position
---- --------
Carl C. Icahn Chairman of the Board, President and Secretary
Edward E. Mattner Authorized Signatory
Gail Golden Authorized Signatory
Robert J. Mitchell Authorized Signatory
Jordan Bleznick Vice President - Taxes
* Principal office is located at 1 Wall Street Court, Suite 980, New York,
New York 10005.
EXHIBIT 2
-----------
On January 5, 2001, Reliance Group Holdings, Inc. ("Reliance") commenced an
action in the United States District Court for the Southern District of New York
against "Carl C. Icahn, Icahn Associates Corp. and High River Limited
Partnership" alleging that High River's tender offer for Reliance 9% senior
notes violated Section 14(e) of the Exchange Act. Reliance sought a temporary
restraining order and preliminary and permanent injunctive relief to prevent
defendants from purchasing the notes. The Court initially imposed a temporary
restraining order. Defendants then supplemented the tender offer disclosures.
The Court conducted a hearing on the disclosures and other matters raised by
Reliance. It then denied plaintiffs' motion for a preliminary injunction and
ordered dissolution of its temporary restraining order following dissemination
of the supplement.
Reliance took an immediate appeal to the United States Court of Appeals for
the Second Circuit and sought a stay to restrain defendants from purchasing
notes during the pendency of the appeal. On January 30, 2001, the Court of
Appeals denied plaintiff's stay application. On January 30, Reliance also sought
a further temporary restraining order from the District Court. The Court
considered the matter and reimposed its original restraint until noon the next
day, at which time the restraint was dissolved. The appeal was argued on March 9
and denied on March 22, 2001.
End of Filing