SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 32)*
Icahn Enterprises L.P.
(Name of Issuer)
Depositary Units Representing Limited Partner Interests
(Title of Class of Securities)
029169 10 9
(CUSIP Number)
Keith Schaitkin
Deputy 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 10, 2010
(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
Arnos Sub Corp.
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
2,622,745
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
2,622,745
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,622,745
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.10%
14 TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP No. 029169 10 9
1 NAME OF REPORTING 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
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
2,656,444
8 SHARED VOTING POWER
7,050,228
9 SOLE DISPOSITIVE POWER
2,656,444
10 SHARED DISPOSITIVE POWER
7,050,228
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,706,672
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.46%
14 TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP No. 029169 10 9
1 NAME OF REPORTING PERSON
Caboose Holding LLC
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
2,764,141
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
2,764,141
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,764,141
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.26%
14 TYPE OF REPORTING PERSON
OO
SCHEDULE 13D
CUSIP No. 029169 10 9
1 NAME OF REPORTING PERSON
CCI Offshore LLC
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
1,706,723
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
1,706,723
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,706,723
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.01%
14 TYPE OF REPORTING PERSON
OO
SCHEDULE 13D
CUSIP No. 029169 10 9
1. NAME OF REPORTING PERSON
CCI Onshore LLC
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
3,515,515
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
3,515,515
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,515,515
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.15%
14 TYPE OF REPORTING PERSON
OO
SCHEDULE 13D
CUSIP No. 029169 10 9
1 NAME OF REPORTING PERSON
Gascon Partners
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)
14.04%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 029169 10 9
1 NAME OF REPORTING 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
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
41,060,337
8 SHARED VOTING POWER
3,515,515
9 SOLE DISPOSITIVE POWER
41,060,337
10 SHARED DISPOSITIVE POWER
3,515,515
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
44,575,852
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
52.61%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 029169 10 9
1 NAME OF REPORTING PERSON
Highcrest Investors Corp.
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
3,866,379
8 SHARED VOTING POWER
2,622,745
9 SOLE DISPOSITIVE POWER
3,866,379
10 SHARED DISPOSITIVE POWER
2,622,745
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,489,124
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.66%
14 TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP No. 029169 10 9
1 NAME OF REPORTING PERSON
Icahn Management LP
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
3,410,441
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)
4.03%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 029169 10 9
1 NAME OF REPORTING PERSON
Modal LLC
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
562,679
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
562,679
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
562,679
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.66%
14 TYPE OF REPORTING PERSON
OO
SCHEDULE 13D
CUSIP No. 029169 10 9
1 NAME OF REPORTING PERSON
Thornwood Associates Limited Partnership
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
4,286,087
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
4,286,087
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,286,087
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.06%
14 TYPE OF REPORTING PERSON
PN
SCHEDULE 13D
CUSIP No. 029169 10 9
1 NAME OF REPORTING PERSON
Arnos Corp.
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
Nevada
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
2,622,745
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
2,622,745
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,622,745
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.10%
14 TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP No. 029169 10 9
1 NAME OF REPORTING PERSON
Unicorn Associates Corporation
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
2,622,745
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
2,622,745
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,622,745
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.10%
14 TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP No. 029169 10 9
1 NAME OF REPORTING PERSON
ACF Industries Holding Corp.
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
2,622,745
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
2,622,745
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,622,745
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.10%
14 TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP No. 029169 10 9
1 NAME OF REPORTING PERSON
Buffalo Investors Corp.
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
6,489,124
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
6,489,124
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,489,124
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.66%
14 TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP No. 029169 10 9
1 NAME OF REPORTING PERSON
Starfire Holding Corporation
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
6,489,124
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
6,489,124
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,489,124
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.66%
14 TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP No. 029169 10 9
1. NAME OF REPORTING PERSON
Odysseus Holding Corp.
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
1,706,723
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
1,706,723
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,706,723
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.01%
14 TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP No. 029169 10 9
1 NAME OF REPORTING PERSON
Little Meadow Corp.
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
56,468,019
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
56,468,019
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
56,468,019
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
66.65%
14 TYPE OF REPORTING PERSON
CO
SCHEDULE 13D
CUSIP No. 029169 10 9
1 NAME OF REPORTING PERSON
CCI Manager LLC
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)
4.03%
14 TYPE OF REPORTING PERSON
OO
SCHEDULE 13D
CUSIP No. 029169 10 9
1 NAME OF REPORTING 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
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
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
78,343,658
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
78,343,658
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
78,343,658
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
92.46%
14 TYPE OF REPORTING PERSON
IN
SCHEDULE 13D - Amendment No. 32
Item 1. Security and Issuer
The Schedule 13D filed with the U.S. Securities and Exchange Commission ("SEC")
on September 24, 1990, as previously amended (the "Initial 13D"), is hereby
further amended to furnish the additional information set forth in this
Amendment No. 32 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. This filing relates to the depositary units of the Issuer, Icahn
Enterprises L.P., a Delaware Limited Partnership (the "Depositary Units"). The
address of the principal executive office of the Issuer is 767 Fifth Avenue,
47th Floor, New York, NY 10153.
Item 4. Purpose of Transaction
Item 4 of the Initial 13D is hereby amended by the addition of the following:
On January 15, 2010, pursuant to a Contribution and Exchange Agreement dated as
of January 12, 2010 (the "ARI Agreement"), Barberry, Caboose and Modal
contributed to the Issuer 11,564,145 shares of common stock of American Railcar
Industries, Inc. ("ARI") for aggregate consideration consisting of 3,116,537
Depositary Units, subject to certain post-closing adjustments. On August 10,
2010, 973,498 additional Depositary Units in the aggregate were issued to
Barberry, Caboose and Modal based on a post-closing adjustment formula that
measures the amount that the six-month volume-weighted average price of ARI's
common stock has exceeded or is less than certain price targets (subject to a
ceiling) following the closing date. Pursuant to the ARI Agreement, the
Depositary Units issued to Barberry, Caboose and Modal will have certain
registration rights. The foregoing description of the ARI Agreement does not
purport to be complete and is qualified in its entirety by reference to the full
text of the ARI Agreement, a copy of which was filed by the Reporting Persons on
January 15, 2010 as Exhibit 2 to Amendment No. 30 to their statement on Schedule
13D and is incorporated herein by reference.
Item 5. Interest in Securities of the Issuer
Items 5(a) and 5(b) of the Initial 13D are hereby amended and restated as
follows:
(a) After taking the transaction described in Item 4 into account, the Reporting
Persons may be deemed to beneficially own, in the aggregate, 78,343,658
Depositary Units, representing approximately 92.46% of the Issuer's outstanding
Depositary Units (based upon: (i) the 83,754,921 Depositary Units stated to be
outstanding as of August 4, 2010 by the Issuer in the Issuer's Form 10-Q filing
filed with the Securities and Exchange Commission on August 5, 2010; and (ii)
the 973,498 Depositary Units issued in connection with the transaction described
in Item 4).
(b) Arnos Sub has sole voting power and sole dispositive power with respect to
2,622,745 Depositary Units, representing approximately 3.10% of the Issuer's
outstanding Depositary Units. Pursuant to Rule 13d-3(a) under the Exchange Act,
each of Arnos, Unicorn, ACF Holding, Highcrest, Buffalo, Starfire and Mr. Icahn
(by virtue of their relationships to Arnos Sub) may be deemed to indirectly
beneficially own the Depositary Units which Arnos Sub owns. Each of Arnos,
Unicorn, ACF Holding, Highcrest, Buffalo, Starfire and Mr. Icahn disclaims
beneficial ownership of the Depositary Units for all other purposes.
Barberry has sole voting power and sole dispositive power with respect to
2,656,444 Depositary Units, representing approximately 3.14% of the Issuer's
outstanding Depositary Units. Pursuant to Rule 13d-3(a) under the Exchange Act,
Mr. Icahn (by virtue of his relationship to Barberry) may be deemed to
indirectly beneficially own the Depositary Units which Barberry owns. Mr. Icahn
disclaims beneficial ownership of the Depositary Units for all other purposes.
Caboose has sole voting power and sole dispositive power with respect to
2,764,141 Depositary Units, representing approximately 3.26% of the Issuer's
outstanding Depositary Units. Pursuant to Rule 13d-3(a) under the Exchange Act,
each of Barberry and Mr. Icahn (by virtue of their relationships to Caboose) may
be deemed to indirectly beneficially own the Depositary Units which Caboose
owns. Each of Barberry and Mr. Icahn disclaims beneficial ownership of the
Depositary Units for all other purposes.
CCI Offshore has sole voting power and sole dispositive power with respect to
1,706,723 Depositary Units, representing approximately 2.01% of the Issuer's
outstanding Depositary Units. Pursuant to Rule 13d-3(a) under the Exchange Act,
each of Odysseus and Mr. Icahn (by virtue of their relationships to CCI
Offshore) may be deemed to indirectly beneficially own the Depositary Units
which CCI Offshore owns. Each of Odysseus and Mr. Icahn disclaims beneficial
ownership of the Depositary Units for all other purposes.
CCI Onshore has sole voting power and sole dispositive power with respect to
3,515,515 Depositary Units, representing approximately 4.15% of the
jesjesIssuer's outstanding Depositary Units. Pursuant to Rule 13d-3(a) under the
Exchange Act, each of High Coast, Little Meadow and Mr. Icahn (by virtue of
their relationships to CCI Onshore) may be deemed to indirectly beneficially own
the Depositary Units which CCI Onshore owns. Each of High Coast, Little Meadow
and Mr. Icahn disclaims beneficial ownership of the Depositary Units for all
other purposes.
Gascon has sole voting power and sole dispositive power with respect to
11,892,167 Depositary Units, representing approximately 14.04% of the Issuer's
outstanding Depositary Units. Pursuant to Rule 13d-3(a) under the Exchange Act,
each of Little Meadow and Mr. Icahn (by virtue of their relationships to Gascon)
may be deemed to indirectly beneficially own the Depositary Units which Gascon
owns. Each of Little Meadow and Mr. Icahn disclaims beneficial ownership of the
Depositary Units for all other purposes.
High Coast has sole voting power and sole dispositive power with respect to
41,060,337 Depositary Units, representing approximately 48.46% of the Issuer's
outstanding Depositary Units. Pursuant to Rule 13d-3(a) under the Exchange Act,
each of Little Meadow and Mr. Icahn (by virtue of their relationships to High
Coast) may be deemed to indirectly beneficially own the Depositary Units which
High Coast owns. Each of Little Meadow and Mr. Icahn disclaims beneficial
ownership of the Depositary Units for all other purposes.
Highcrest has sole voting power and sole dispositive power with respect to
3,866,379 Depositary Units, representing approximately 4.56% of the Issuer's
outstanding Depositary Units. Pursuant to Rule 13d-3(a) under the Exchange Act,
each of Buffalo, Starfire and Mr. Icahn (by virtue of their relationships to
Highcrest) may be deemed to indirectly beneficially own the Depositary Units
which Highcrest owns. Each of Buffalo, Starfire and Mr. Icahn 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 4.03% of the Issuer's
outstanding Depositary Units. Pursuant to Rule 13d-3(a) under the Exchange Act,
each of CCI Manager and Mr. Icahn (by virtue of their relationships to Icahn
Management) may be deemed to indirectly beneficially own the Depositary Units
which Icahn Management owns. Each of CCI Manager and Mr. Icahn disclaims
beneficial ownership of the Depositary Units for all other purposes.
Modal has sole voting power and sole dispositive power with respect to 562,679
Depositary Units, representing approximately 0.66% of the Issuer's outstanding
Depositary Units. Pursuant to Rule 13d-3(a) under the Exchange Act, Mr. Icahn
(by virtue of his relationship to Modal) may be deemed to indirectly
beneficially own the Depositary Units which Modal owns. Mr. Icahn disclaims
beneficial ownership of the Depositary Units for all other purposes.
Thornwood has sole voting power and sole dispositive power with respect to
4,286,087 Depositary Units, representing approximately 5.06% of the Issuer's
outstanding Depositary Units. Pursuant to Rule 13d-3(a) under the Exchange Act,
each of Barberry and Mr. Icahn (by virtue of their relationships to Thornwood)
may be deemed to indirectly beneficially own the Depositary Units which
Thornwood owns. Each of Barberry and Mr. Icahn disclaims beneficial ownership of
the Depositary Units for all other purposes.
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 Icahn Enterprises L.P., a Delaware
limited partnership, is true, complete and correct.
Dated: August 10, 2010
ACF INDUSTRIES HOLDING CORP.
By: /s/ Keith Cozza
-------------------------
Name: Keith Cozza
Title: Vice President
ARNOS CORP.
By: /s/ Keith Cozza
---------------
Name: Keith Cozza
Title: Authorized Signatory
ARNOS SUB CORP.
By: /s/ Keith Cozza
---------------
Name: Keith Cozza
Title: Authorized President
BARBERRY CORP.
By: /s/ Edward E. Mattner
---------------------
Name: Edward E. Mattner
Title: Authorized Signatory
BUFFALO INVESTORS CORP.
By: /s/ Edward E. Mattner
---------------------
Name: Edward E. Mattner
Title: President and Treasurer
CABOOSE HOLDING LLC
By: /s/ Keith Cozza
---------------
Name: Keith Cozza
Title: Treasurer
CCI MANAGER LLC
By: /s/ Edward E. Mattner
------------------------
Name: Edward E. Mattner
Title: Authorized Signatory
CCI OFFSHORE LLC
By: Odysseus Holding Corp., its sole member
By: /s/ Edward E. Mattner
------------------------
Name: Edward E. Mattner
Title: Authorized Signatory
CCI ONSHORE LLC
By: High Coast Limited Partnership, its sole member
By: Little Meadow Corp., its general partner
By: /s/ Edward E. Mattner
------------------------
Name: Edward E. Mattner
Title: Authorized Signatory
GASCON PARTNERS
By: Little Meadow Corp.
Its: Managing General Partner
By: /s/ Edward E. Mattner
---------------------
Name: Edward E. Mattner
Title: Authorized Signatory
HIGH COAST LIMITED PARTNERSHIP
By: Little Meadow Corp.
Its: General Partner
By: /s/ Edward E. Mattner
---------------------
Name: Edward E. Mattner
Title: Authorized Signatory
HIGHCREST INVESTORS CORP.
By: /s/Keith Cozza
-------------------------
Name: PersonNameKeith Cozza
Title: Vice President
ICAHN MANAGEMENT LP
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
MODAL LLC
By: /s/ Edward E. Mattner
------------------------
Name: Edward E. Mattner
Title: Vice President
ODYSSEUS HOLDING CORP.
By: /s/ Edward E. Mattner
---------------------
Name: Edward E. Mattner
Title: Authorized Signatory
STARFIRE HOLDING CORPORATION
By: /s/ Keith Cozza
-------------------------
Name: Keith Cozza
Title: Authorized Signatory
THORNWOOD ASSOCIATES LIMITED PARTNERSHIP
By: Barberry Corp., its general partner
By: /s/ Edward E. Mattner
---------------------
Name: Edward E. Mattner
Title: Authorized Signatory
UNICORN ASSOCIATES CORPORATION
By: /s/ Edward E. Mattner
---------------------
Name: Edward E. Mattner
Title: President and Treasurer
/s/ Carl C. Icahn
- -----------------
CARL C. ICAHN
[Signature Page for Amendment No. 32 to Icahn Enterprises Schedule 13D]