UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 7) Under the Securities Exchange Act of 1934 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, New York, New York 10036 (212) 626-0888 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 27, 1994 (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). Page 1 of Pages There are no Exhibits.
SCHEDULE 13D The Schedule 13D filed with the Securities and Exchange Commission on September 24, 1990 by Meadowstar Holding Company, Inc., a Delaware corporation, Carl C. Icahn, Unicorn Associates Corporation, a New York corporation, ACF Industries Incorporated, a New Jersey corporation, Icahn Capital Corporation, a Delaware corporation, and Icahn Holding Corporation, a Delaware corporation (collectively, the "Icahn Group"), 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 and Amendment No. 6 dated July 28, 1994 is further amended to furnish the additional information set forth below: Item 2. Identity and Background Information contained in Schedule A of Item 2 is hereby amended and restated as set forth in Schedule A to this amendment. Item 4. Purpose of Transaction Information contained in Item 4, as filed on behalf of the Registrants with the Securities and Exchange Commission (the "SEC") as Amendment No. 6 to Schedule 13D on July 28, 1994, is amended and restated in its entirety as follows: On July 27, 1994, AREP filed a registration statement on Form S-3 with the SEC in connection with the proposed Rights Offering (the "Registration Statement"). AREP is proposing to distribute at no cost to holders of Units on the record date (the "Record Date") one subscription right (each, a "Right") for each seven Units held. Each Right entitles the holder thereof ("Rights Holder") to purchase the following securities: (i) one Unit and (ii) three 5% cumulative pay-in-kind redeemable convertible preferred units (the "Preferred Units"), a new class of security representing limited partner interests in AREP. Each Record Date holder of Rights ("Record Date Holder") who fully exercises all of his basic subscription rights originally issued to him (the "Basic Subscription Right") will either (a) if AREP receives at least $45 million of gross proceeds from Rights Holders (other than the Icahn Group and its affiliates) who exercise their Basic Subscription Rights, be entitled to exercise an over-subscription privilege (the "Over-Subscription Privilege") for any Units and Preferred Units that are not purchased through the exercise of all Basic Subscription Rights, or (b) if AREP receives less than $45 million of gross proceeds from Rights Holders (other than the Icahn Group and its affiliates) who exercise their Basic Subscription Rights, be entitled to subscribe for additional Units (the "Additional Right"), up to an amount that, when added to the gross proceeds raised through the exercise of the Basic Subscription Rights, will provide AREP with an amount equal to the amount it would have raised had all Basic Subscription Rights been exercised (the "Guaranteed Amount"). Prior to the Record Date, the Icahn Group intends to transfer 1,365,768 Depositary Units to a presently dormant Delaware limited partnership (the "Guarantor") whose general partner will be American Property Investors, Inc., a Delaware corporation wholly owned by Carl C. Icahn ("Icahn") and the general partner of AREP (the "General Partner") and whose limited partner(s) will be an affiliate of Icahn. It is proposed that in connection with the Rights Offering, the Guarantor will agree (i) to subscribe for and purchase 191,208 Units and 585,624 Preferred Units through the exercise of its Basic Subscription Rights, (ii) to subscribe for all other Units and Preferred Units pursuant to the Over-Subscription Privilege, if one is granted, and, subject to proration, to purchase such additional Units and Preferred Units and (iii) to subscribe for all additional Units, through the exercise of its Additional Rights, if such rights are granted, necessary to provide AREP with the Guaranteed Amount and, subject to proration, to purchase such additional Units. Therefore, AREP would be assured of receiving gross proceeds from the offering in an amount equal to the Guaranteed Amount. (The proposed agreement which encompasses, among other things, the Guarantor's agreement to subscribe to the securities offered in the Rights Offering is herein referred to as the "Subscription Guaranty.") It is contemplated that in consideration of the Guarantor's commitment, AREP would issue warrants to the Guarantor to purchase additional Units (the "Warrants"). The terms of the Subscription Guaranty and the terms of the Warrants, including the number of Units to be acquired pursuant to exercise of such warrants, have not been fully determined as of the date hereof. The issuance of the Warrants to the Guarantor as compensation for its Subscription Guaranty must be approved by the Audit Committee of the Board of Directors of the General Partner. The Audit Committee consists solely of directors not affiliated with the General Partner or any of its affiliates including the Guarantor and Icahn. In considering the compensation to be paid to the Guarantor, the Audit Committee will review and consider the opinion provided to it by an investment banking firm which will render its opinion to the Board of Directors solely with respect to such compensation to the effect that such compensation is fair to AREP and its Partners from a financial standpoint. Assuming the completion of the Rights Offering and the exercise by all Rights Holders of their Basic Subscription Rights, the Icahn Group, through the Guarantor, will own a total of 1,556,976 Units (representing 9.85% of the Units outstanding after giving effect to the Rights Offering) and 573,624 Preferred Units. If other Rights Holders do not exercise their Basic Subscription Rights, the Icahn Group, through the Guarantor,could acquire additional Units (the number of which cannot as of the date hereof be determined, but which may nonetheless be significant). In addition, it is contemplated that the General Partner has agreed that in the event that a distribution is not made to the holders of Preferred Units for a two-year period, a meeting may be called by holders owning at least 10% of the total number of Preferred Units then outstanding, to elect two nominees for the Board of Directors of the General Partner and its Audit Committee. Except as set forth above, the Icahn Group has no present plans or intentions which would result in or relate to any of the transaction described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. Dated: July 29, 1994 AMERICAN PROPERTY INVESTORS, INC. By:/s/ Carl C.Icahn Carl C. Icahn, Chairman of the Board and President UNICORN ASSOCIATES CORPORATION By:/s/ Edward E. Mattner Edward E. Mattner, President and Treasurer ACF INDUSTRIES, INCORPORATED By:/s/ Carl C. Icahn Carl C. Icahn, Chairman of the Board ACF INDUSTRIES HOLDING CORP. [Signature Page for Schedule 13D, Amendment No. 7] By:/s/ Carl C. Icahn Carl C. Icahn, Chairman of the Board HIGHCREST INVESTORS CORP. By:/s/ Carl C. Icahn Carl C. Icahn, Chairman of the Board and President HOLDING CORPORATION By:/s/ Carl C. Icahn Carl C. Icahn, President CARL C. ICAHN By:/s/ Carl C. Icahn Carl C. Icahn [Signature Page for Schedule 13D, Amendment No. 7] Amended Schedule I Information relevant to Item 2 on the Form 13D Carl C. Icahn (United States citizen) 100 South Bedford Road Mt. Kisco, NY 10549 Carl C. Icahn is a director of each of American Property Investors, Icahn Holding, Highcrest, Holding, ACF and Unicorn, and is in a position to directly and indirectly determine the investment and voting decisions made by each of the Registrants. American Property Investors, Inc. (Delaware corporation) 90 South Bedford Road Mt. Kisco, NY 10549 Executive Officers and Directors: Carl C. Icahn - Director and Chairman of the Board Alfred D. Kingsley - Director William A. Leidesdorf - Director Jack G. Wasserman - Director Mark H. Rachesky - Director and Vice President John P. Saldarelli - Vice President, Secretary and Treasurer Henry J. Gerard - Vice President and Controller Martin L. Hirsch - Vice President American Property Investors, Inc. is the general partner of the Issuer and in that capacity, conducts the business of the Issuer. Icahn Holding Corporation (Delaware corporation) 100 South Bedford Road Mt. Kisco, NY 10549 Executive Officers and Directors: Carl C. Icahn - Director and President Joseph D. Freilich - Director, Secretary and Treasurer Richard T. Buonato - Vice President and Controller Mark H. Rachesky - Managing Director Gail Golden - Assistant Secretary Icahn Holding's business consists of holding the capital stock of Highcrest, among other corporations and partnerships. Highcrest Investors Corp. (Delaware corporation) 100 South Bedford Road Mt. Kisco, NY 10549 Executive Officers and Directors: Carl C. Icahn - Director, Chairman of the Board and President Richard T. Buonato - Director, Senior Vice President and Treasurer Edward E. Mattner - Director Mark H. Rachesky - Managing Director Gail Golden - Vice President and Secretary Richard A. Rubin - Assistant Secretary William S. Auslander - Assistant Secretary Highcrest's business consists of holding the capital stock of Holding. ACF Industries Holding Corp. (Delaware corporation) 100 South Bedford Road Mt. Kisco, NY 10549 Executive Officers and Directors: Carl C. Icahn - Director and Chairman of the Board Richard T. Buonato - Director, Vice President and Secretary Robert J. Mitchell - President and Treasurer Holding's business consists of holding the capital stock of ACF. ACF Industries, Incorporated (New Jersey corporation) 3301 Rider Trail South Earth City, MO 63045-1393 Executive Officers and Directors: Carl C. Icahn - Director and Chairman of the Board Alfred D. Kingsley - Director and Vice Chairman of the Board James J. Unger - Director and President Roger D. Wynkoop - Executive Vice President James C. Bates - Vice President and Chief Financial Officer Carl D. Eckhoff - Vice President-Taxes John L. Bowers - Vice President and General Manager-Manufacturing Operations William L. Finn - Vice President-Operations and General Manager-New Business Group David R. Sutliff - Vice President-Engineering George E. Sullivan - Vice President-Sales and Leasing Robert J. Mitchell - Treasurer and Secretary Umesh Choksi - Assistant Treasurer Janet A. Kniffen - Assistant Secretary Gail Golden - Assistant Secretary Mark H. Rachesky - Assistant Secretary Richard A. Rubin - Assistant Secretary William S. Auslander - Assistant Secretary ACF is primarily engaged in the leasing, sale and manufacture of railroad freight and tank cars and is the sole shareholder of Unicorn. Unicorn Associates Corporation (New York corporation) 100 South Bedford Road Mt. Kisco, NY 10549 Executive Officers and Directors: Carl C. Icahn - Director Edward E. Mattner - President and Treasurer Gail Golden - Vice President and Secretary Unicorn is primarily engaged in investing in securities.