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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 19)*
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.
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)
November 16, 1998
(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
31,515,044
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
31,515,044
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,515,044
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
68.4%
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
31,515,044
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
31,515,044
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,515,044
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)
68.4%
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
31,515,044
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
31,515,044
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,515,044
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)
68.4%
14 TYPE OF REPORTING PERSON*
IN
SCHEDULE 13D - Amendment No. 19
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
and Amendment No. 18, dated September 25, 1997 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
Registrants' prior statements on Schedule 13D.
Item 2. Identity and Background
Item 2 is hereby amended as to the following:
Beckton Corp. ("Beckton") is a newly-formed Delaware corporation which is
wholly-owned by Carl C. Icahn. Beckton became the parent of American Property
Investors, Inc. ("API") when Mr. Icahn contributed all of the shares of common
stock of API to Beckton in consideration for additional shares of common stock
of Beckton. On November 16, 1998, API distributed its general partnership
interest in High Coast Limited Partnership (the "Distribution") to its parent
Beckton. As a result of the Distribution, API is no longer a member of the group
of filing persons required to file this schedule. Beckton, as the general
partner of High Coast Limited Partnership ("High Coast"), is primarily engaged
in the business of conducting the business of High Coast. The principal address
and the address of the principal office of Beckton is 100 South Bedford Road,
Mt. Kisco, New York 10549. The name, present principal occupation or employment
and business address of each director and executive officer of Beckton is set
forth on Schedule A attached hereto.
Neither High Coast, Beckton or Mr. Icahn nor any director or executive
officer of Beckton 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 is hereby amended to add the following:
On November 16, 1998, Carl C. Icahn issued a press release stating that he
intends to initiate a tender offer (the "Offer") for up to 10 million depositary
units representing limited partner interests of the Issuer (the "Units") at a
purchase price of $10.50 per Unit, net to the seller in cash. The bidder will be
a newly formed entity controlled by Mr. Icahn. The purpose of the Offer is to
enable Mr. Icahn to increase his interest in the Issuer. A copy of the press
release is attached as Exhibit 1 hereto.
Item 5. Interest in Securities of the Issuer
Item 5 is hereby amended to add the following:
Beckton may be deemed to indirectly beneficially own the Units which High
Coast beneficially owns. Beckton disclaims beneficial ownership of the Units for
all other purposes.
Registrants may be deemed to beneficially own the Units held of record by
API Nominee Corp. but Registrants disclaim beneficial ownership of all such
Units.
Item 7. Material to Be Filed as Exhibits
Exhibit 1. Press Release, dated November 16, 1998.
Exhibit 2. Joint Filing Agreement, dated November 17, 1998.
SCHEDULE A
Carl C. Icahn. Mr. Icahn is the Chairman of the Board and sole director of
Beckton Corp. Mr. Icahn has been Chairman of the Board of Directors of American
Property Investors, Inc. since November 15, 1990. Mr. Icahn is also President
and a director of Starfire Holding Corporation (formerly Icahn Holding
Corporation), a Delaware corporation ("SHC"), and Chairman of the Board and a
director of various of SHC's subsidiaries, including ACF Industries, Inc., a New
Jersey corporation ("ACF"). SHC is primarily engaged in the business of holding,
either directly or through subsidiaries, a majority of the common stock of ACF
and its address is 100 South Bedford Road, Mt. Kisco, New York 10549. Mr. Icahn
has also been Chairman of the Board of Directors of ACF since October 29, 1984
and a director of ACF since June 29, 1984. ACF is a railroad freight and tank
car leasing, sales and manufacturing company. He has also been Chairman of the
Board of Directors and President of Icahn & Company, Inc. since 1968. Icahn &
Company, Inc. is a registered broker-dealer and a member of the National
Association of Securities Dealers. In 1979, Mr. Icahn acquired control and
presently serves as Chairman of the Board of Directors of Bayswater Realty &
Capital Corp., which is a real estate investment and development company
("Bayswater"). ACF, Icahn & Company, Inc. and Bayswater are deemed to be
directly or indirectly owned and controlled by Mr. Icahn. Mr. Icahn was Chief
Executive Officer and a member of the Office of the Chairman of Trans World
Airlines ("TWA") from November 8, 1988 to January 8, 1993; Chairman of the Board
of Directors of TWA from January 3, 1986 to January 8, 1993; and a director of
TWA from September 27, 1985 to January 8, 1993. Mr. Icahn also has substantial
equity interests in and controls various partnerships and corporations which
invest in publicly traded securities. Mr. Icahn's business address is c/o Icahn
& Co., Inc., One Wall Street Court, New York, New York 10005.
Edward E. Mattner. Mr. Mattner is the President, Treasurer and Secretary of
Beckton Corp. Mr. Mattner is a securities trader for various affiliates of Mr.
Icahn. Mr. Mattner has served in this capacity since May 1976. Mr. Mattner's
business address is c/o Icahn & Co., Inc., One Wall Street Court, New York,
New York 1000
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: November 17, 1998
HIGH COAST LIMITED PARTNERSHIP
By: Beckton Corp.
Its: General Partner
By: /s/ Edward E. Mattner
Name: Edward E. Mattner
Title: President, Treasurer and
Secretary
BECKTON CORP.
By: /s/ Edward E. Mattner
Name: Edward E. Mattner
Title: President, Treasurer and
Secretary
CARL C. ICAHN
/s/ Carl C. Icahn
Carl C. Icahn
AMERICAN PROPERTY INVESTORS, INC.
By: /s/ Gail Golden
Name: Gail Golden
Title: Assistant Secretary
[Signature Page for AREP 13D Amendment No. 19]
FOR IMMEDIATE RELEASE
CONTACT: SUSAN GORDON 702-4309
ICAHN UNIT TO INITIATE TENDER OFFER
MOUNT KISCO, N.Y., NOVEMBER 16, 1998 - Carl C. Icahn announced today that he
will initiate a tender offer (the "Offer") for up to ten million Depositary
Units of American Real Estate Partners, L.P. (NYSE:ACP), a Delaware limited
partnership, at a purchase price of $10.50 per Unit, net to the seller in cash.
The bidder will be a newly formed entity controlled by Mr. Icahn.
It is anticipated that the Offer will commence on or before November 20,
1998.
The Units sought constitute approximately 21.7% of the outstanding Units of
the Partnership.
Mr. Icahn currently is the beneficial owner of approximately 68% of the
outstanding Units.
The Offer is not subject to financing.
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 tender offer for 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 17th day of November, 1998.
HIGH COAST LIMITED PARTNERSHIP
By: Beckton Corp.,
General Partner
By: /S/ EDWARD E. MATTNER
Name: Edward E. Mattner
Title: President
BECKTON CORP.
By: /S/ EDWARD E. MATTNER
Name: Edward E. Mattner
Title: President
/S/ CARL C. ICAHN
CARL C. ICAHN
AMERICAN PROPERTY INVESTORS, INC.
By: /S/ GAIL GOLDEN
Name: Gail Golden
Title: Assistant Secretary