-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JCjgnzF0BebuZrZ9hL3GufeemqX2FFFHlYTlhsUI9xhv2dBTEcaLr+lWGLXrA6sM lBl3lTxHsFFHL4jDJlJKyg== 0000921749-96-000016.txt : 19960122 0000921749-96-000016.hdr.sgml : 19960122 ACCESSION NUMBER: 0000921749-96-000016 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960119 SROS: NYSE GROUP MEMBERS: AMERICAN PROPERTY INVESTORS, INC. GROUP MEMBERS: CARL C. ICAHN GROUP MEMBERS: HIGH COAST LIMITED PARTNERSHIP GROUP MEMBERS: ICAHN CARL C ET AL SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN REAL ESTATE PARTNERS L P CENTRAL INDEX KEY: 0000813762 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF NONRESIDENTIAL BUILDINGS [6512] IRS NUMBER: 133398766 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-38593 FILM NUMBER: 96505540 BUSINESS ADDRESS: STREET 1: 90 SOUTH BEDFORD ROAD CITY: MT KISCO STATE: NY ZIP: 10549 BUSINESS PHONE: 9142427700 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ICAHN CARL C ET AL CENTRAL INDEX KEY: 0000921669 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 100 SOUTH BEDFORD ROAD CITY: MT KISCO STATE: NY ZIP: 10549 BUSINESS PHONE: 9142427700 MAIL ADDRESS: STREET 1: 200 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10166 SC 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 11)* American Real Estate Partners, L.P. (Name of Issuer) Depositary Units Representing Limited Partnership Interests (Title of Class of Securities) 029169 10 9 (CUSIP Number) Marc Weitzen, Esq. Gordon Altman Butowsky Weitzen Shalov & Wein 114 West 47th Street, 20th Floor New York, New York 10036 (212) 626-0800 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 16, 1996 (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 of Rule 13d-1(b)(3) or (4), check the following box //. Check the following box if a fee is being paid with the statement //. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7). NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) 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* 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 12,731,012 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 12,731,012 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,731,012 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* // 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 50% 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 American Property Investors, Inc. 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 12,731,012 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 12,731,012 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,731,012 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) 50% 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 12,731,012 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 12,731,012 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,731,012 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) 50% 14 TYPE OF REPORTING PERSON* IN SCHEDULE 13D - Amendment No. 11 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, and Amendment No. 11 dated January 16, 1996 is 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 Icahn Group's prior statements on Schedule 13D. Item 3. Source and Amount of Funds or Other Consideration Item 3 is hereby amended to add the following: The aggregate purchase price of the 328,200 depositary units representing limited partner interests in AREP (the "Depositary Units") purchased by High Coast is $2,942,117.00. The source of funds for the Depositary Units is capital contributions by Tortoise Corp., a New York corporation and a limited partner of High Coast ("Tortoise"). Item 5. Interest in Securities of the Issuer Item 5(a) is hereby amended and restated as follows: (a) As of the close of business on January 18, 1996, Registrants may be deemed to beneficially own in the aggregate 12,731,012 Depositary Units, representing approximately 50% of AREP's outstanding Depositary Units. High Coast is the direct beneficial owner of such Depositary Units. API (by virtue of position as general partner of High Coast) may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act), the Depositary Units which High Coast directly beneficially owns. API disclaims beneficial ownership of the Depositary Units for all other purposes. Mr. Icahn (by virtue of his position as sole owner of API) may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act), the Depositary Units which High Coast directly beneficially owns and API indirectly beneficially owns. Mr. Icahn disclaims beneficial ownership of such 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. To the best of Registrants' knowledge, except as set forth herein, none of the directors nor executive officers of API beneficially owns any Depositary Units, with the exception of William A. Leidesdorf who beneficially owns 7,000 Depository Units. In April 1995, High Coast, in essence, executed an accommodation pledge of the 11,689,896 Depositary Units and 1, 720,688 Preferred Units then owned by High Coast to a bank which permitted Tortoise, an affiliate of High Coast, to borrow funds from that bank in order to purchase limited partnership units of High Coast. Those Depositary Units remain pledged to such bank. Item 5(c) is hereby amended to add the following: The following table sets forth all purchases with respect to the Depositary Units effected since the most recent filing on Schedule 13D (September 14, 1995) by the persons named in Item 5(a) above. Each transaction set forth below reflects an open market purchase by High Coast effected on the New York Stock Exchange.
PRICE PER NUMBER OF TRANSACTION DATE DEPOSITARY UNIT ($) DEPOSITARY UNITS 9/19/95 8.625 14,000 9/22/95 8.5 6,200 8/25/95 8.625 4,800 9/26/95 8.625 1,600 9/26/95 8.75 6,000 9/27/95 8.75 6,400 9/28/95 8.625 600 9/29/95 8.625 2,200 10/02/95 8.75 7,800 10/02/95 8.625 1,500 10/03/95 8.75 2,100 10/03/95 8.875 13,100 10/05/95 8.875 7,200 10/06/95 8.875 500 10/06/95 9 2,300 10/06/95 8.375 500 12/11/95 8.375 3,100 12/12/95 8.375 4,100 12/13/95 8.375 1,500 12/18/95 8.5 2,400 12/19/95 8.5 3,700 12/22/95 8.625 1,800 12/26/95 8.625 4,100 12/27/95 8.625 19,100 1/3/96 9 5,000 1/5/96 9.125 5,000 1/8/96 9.125 5,000 1/9/96 9.125 11,000 1/10/96 9.125 5,000 1/11/96 9.125 17,000 1/12/96 9.125 23,000 1/15/96 9.125 10,200 1/16/96 9.125 70,600 1/17/96 9 54,200 1/18/96 9 5,600
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 19, 1996 HIGH COAST LIMITED PARTNERSHIP By: American Property Investors, Inc. Its: General Partner By: /s/ Gail Golden Gail Golden Assistant Secretary AMERICAN PROPERTY INVESTORS, INC. By: /s/ Gail Golden Gail Golden Assistant Secretary CARL C. ICAHN /s/ Carl C. Icahn [Signature Page for AREP 13D] -----END PRIVACY-ENHANCED MESSAGE-----