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]
