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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DECEMBER 27, 2001
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Date of Report (Date of earliest event reported)
AMERICAN REAL ESTATE PARTNERS, L.P.
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(Exact Name of Registrant as Specified in its Charter)
DELAWARE 1-9516 13-3398766
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(State of Organization) (Commission File Number) (IRS Employer
Identification Number)
100 SOUTH BEDFORD ROAD
MT. KISCO, NY 10549
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(Address of Registrant's Principal Executive Office (Zip Code)
(914) 242-7700
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(Registrant's telephone number, including area code)
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 5. OTHER EVENTS.
On December 27, 2001, the Company entered into a transaction with Carl C.
Icahn, Chairman of the Board of the General Partner and holder of in excess of
85% of the Company's outstanding units, pursuant to which the Company made a
two-year $250,000,000 loan to Mr. Icahn, secured by $500,000,000 of securities
consisting of (i) $250,000,000 aggregate market value of the Company's
depositary and preferred units owned by Mr. Icahn and (ii) shares of a private
company owned by Mr. Icahn, which shares were represented to have an aggregate
book value of at least $250,000,000, together with an irrevocable proxy on
sufficient additional shares of the private company so that the pledged shares
and the shares covered by the proxy equal in excess of 50% of the private
company's shares. The loan will bear interest at a per annum rate equal to the
greater of (i) 3.9% and (ii) 200 basis points over 90 day LIBOR to be reset each
calendar quarter. The loan must be prepaid in an amount of up to $125 million to
the extent that the Company needs such funds for an investment opportunity and
may be prepaid at any time by Mr. Icahn.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
AMERICAN REAL ESTATE PARTNERS, L.P.
(Registrant)
By: American Property Investors, Inc.
General Partner
By: / s / John P. Saldarelli
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John P. Saldarelli
Chief Financial Officer, Secretary
and Treasurer
Date: December 28, 2001