UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 27)*
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.
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)
June 30, 2005
(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
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*
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
34,359,836
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
34,359,836
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
34,359,836
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
55.5%
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
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
34,359,836
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
34,359,836
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
34,359,836
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
55.5%
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
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
5,537,000
8 SHARED VOTING POWER
413,793
9 SOLE DISPOSITIVE POWER
5,537,000
10 SHARED DISPOSITIVE POWER
413,793
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,950,793
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.0%
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
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)
19.2%
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
Cigas 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
11,892,167
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
11,892,167
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)
19.2%
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
Astral Gas 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
11,892,167
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
11,892,167
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)
19.2%
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
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
11,892,167
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
11,892,167
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)
19.2%
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
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
11,892,167
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
11,892,167
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)
19.2%
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
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
3,452,586
8 SHARED VOTING POWER
11,892,167
9 SOLE DISPOSITIVE POWER
3,452,586
10 SHARED DISPOSITIVE POWER
11,892,167
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,344,753
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.8%
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
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
15,344,753
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
15,344,753
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,344,753
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.8%
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
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
15,344,753
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
15,344,753
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,344,753
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.8%
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
Cyprus, 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
413,793
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
413,793
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
413,793
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.7%
14 TYPE OF REPORTING PERSON*
OO
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*
Not applicable.
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
/X/
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
55,655,382
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
55,655,382
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
55,655,382
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
90.0%
14 TYPE OF REPORTING PERSON*
IN
SCHEDULE 13D - AMENDMENT NO. 27
Item 1. Security and Issuer
The Schedule 13D filed with the U.S. Securities and Exchange Commission ("SEC")
on September 24, 1990 (the "Initial 13D"), as previously amended, is hereby
further amended to furnish the additional information set forth in this
Amendment No. 27 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, as amended. This filing relates to the depositary units of the
Issuer, American Real Estate Partners, L.P., a Delaware Limited Partnership (the
"Depositary Units"). The address of the principal executive office of the Issuer
is 100 South Bedford Road, Mt. Kisco, New York 10549.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 of the Initial 13D, as amended, is hereby amended by the addition of the
following:
On June 30, 2005, the transactions contemplated by the NEG Agreement were
consummated, pursuant to which (i) Gascon sold to the Issuer its membership
interest in NEG Holding LLC, in consideration for which (ii) the Issuer issued
11,034,408 Depositary Units to Gascon.
On June 30, 2005, the transactions contemplated by the Sands Agreement were
consummated, pursuant to which (i) Cyprus sold to the Issuer 4,121,033 shares of
common stock of GB Holdings and 1,133,284 shares of common stock of Atlantic
Holdings, in consideration for which (ii) the Issuer issued 413,793 Depositary
Units to Cyprus. In addition, following the end of fiscal year 2006 of the
Issuer, provided that certain conditions are met, Cyprus will have the right to
receive up to an additional 206,897 Depositary Units.
On June 30, 2005, the transactions contemplated by the Panaco Agreement were
consummated, pursuant to which (i) Panaco was merged with and into National
Offshore, in consideration for which (ii) the Issuer issued 3,452,586 Depositary
Units to Highcrest and 857,759 Depositary Units to Arnos. Immediately following
the closing of the transactions contemplated by the Panaco Agreement, Arnos
transferred its 857,759 Depositary Units to Astral, and Astral contributed such
Depositary Units to Gascon. As a result, Arnos is no longer a Reporting Person.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 is hereby amended and restated as follows:
(a) As of the close of the business day on June 30, 2005, and after taking the
transactions described in Item 4 into account, Reporting Persons may be deemed
to beneficially own, in the aggregate, 55,655,382 Depositary Units, representing
approximately 90.0% of the Issuer's outstanding Depositary Units and 9,346,044
Preferred Units, representing approximately 86.5% of Issuer's outstanding
Preferred Units (based upon the 46,098,284 Depositary Units and 10,800,397
Preferred Units stated to be outstanding as of March 31, 2005, by the Issuer in
the Issuer's Form S-4 filing (filed with the Securities and Exchange Commission
on June 21, 2005).
(b) High Coast has sole voting power and sole dispositive power with respect to
34,359,836 Depositary Units, representing approximately 55.5% of the Issuer's
outstanding Depositary Units. Little Meadow (as the general partner of High
Coast) may be deemed to indirectly beneficially own the Depositary Units which
High Coast directly beneficially owns. Little Meadow disclaims beneficial
ownership of the Depositary Units for all other purposes.
Barberry has sole voting power and sole dispositive power with respect to
5,537,000 Depositary Units, representing approximately 9.0% of the Issuer's
outstanding Depositary Units.
Gascon has sole voting power and sole dispositive power with respect to
11,892,167 Depositary Units, representing approximately 19.2% of the Issuer's
outstanding Depositary Units. Each of Cigas (as a partner of Gascon), Astral (as
a partner of Gascon), Unicorn (as the sole shareholder of Astral), ACF Holding
(as the sole shareholder of Unicorn), Highcrest (as the sole shareholder of ACF
Holding), Buffalo (as the sole shareholder of Highcrest), and Starfire (as the
sole shareholder of Buffalo) may be deemed to indirectly beneficially own the
Depositary Units which Gascon directly beneficially owns. Each of Cigas, Astral,
Unicorn, ACF Holding, Highcrest, Buffalo and Starfire disclaims beneficial
ownership of the Depositary Units for all other purposes.
Cyprus has sole voting power and sole dispositive power with respect to 413,793
Depositary Units, representing approximately 0.7% of the Issuer's outstanding
Depositary Units. In addition, following the end of fiscal year 2006 of the
Issuer, provided that certain conditions are met, Cyprus has the potential to
have sole voting power and sole dispositive power with respect to up to an
additional 206,897 Depositary Units. Barberry (as the managing member of Cyprus)
may be deemed to indirectly beneficially own the Depositary Units which Cyprus
directly beneficially owns. Barberry disclaims beneficial ownership of the
Depositary Units for all other purposes.
Highcrest has sole voting power and sole dispositive power with respect to
3,452,586 Depositary Units, representing approximately 5.6% of the Issuer's
outstanding Depositary Units. Each of Buffalo (as the sole shareholder of
Highcrest) and Starfire (as the sole shareholder of Buffalo) may be deemed to
indirectly beneficially own the Depositary Units which Highcrest directly
beneficially owns. Each of Buffalo and Starfire disclaims beneficial ownership
of the Depositary Units for all other purposes.
Carl C. Icahn may be deemed to indirectly beneficially own the Depositary Units
which High Coast, Barberry, Gascon, Cyprus and Highcrest directly beneficially
own. Mr. Icahn disclaims beneficial ownership of the Depositary Units for all
other purposes.
(c) Other than as described in Item 4, no transactions with respect to
Depositary Units have been effected during the past sixty (60) days by any of
the Reporting Persons.
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: June 30, 2005
HIGH COAST LIMITED PARTNERSHIP
By: Little Meadow Corp.
Its: General Partner
By: /s/ Richard T. Buonato
Name: Richard T. Buonato
Title: Vice President
LITTLE MEADOW CORP.
By: /s/ Richard T. Buonato
Name: Richard T. Buonato
Title: Vice President
BARBERRY CORP.
By: /s/ Edward E. Mattner
Name: Edward E. Mattner
Title: Authorized Signatory
GASCON PARTNERS
By: Cigas Corp.
Its: Partner
By: /s/ Edward E. Mattner
Name: Edward E. Mattner
Title: President
By: Astral Gas Corp.
Its: Partner
By: /s/ Edward E. Mattner
Name: Edward E. Mattner
Title: President
CIGAS CORP.
By: /s/ Edward E. Mattner
Name: Edward E. Mattner
Title: President
ASTRAL GAS CORP.
By: /s/ Edward E. Mattner
Name: Edward E. Mattner
Title: President
UNICORN ASSOCIATES CORPORATION
By: /s/ Edward E. Mattner
Name: Edward E. Mattner
Title: President and Treasurer
ACF INDUSTRIES HOLDING CORP.
By: /s/ Jon Weber
Name: Jon Weber
Title: President and Treasurer
HIGHCREST INVESTORS CORP.
By: /s/ Jon Weber
Name: Jon Weber
Title: Assistant Secretary
BUFFALO INVESTORS CORP.
By: /s/ Edward E. Mattner
Name: Edward E. Mattner
Title: President and Treasurer
STARFIRE HOLDING CORPORATION
By: /s/ Jon Weber
Name: Jon Weber
Title: Authorized Signatory
CYPRUS LLC
By: Barberry Corp
Its: Managing Member
By: /s/ Edward E. Mattner
Name: Edward E. Mattner
Title: Authorized Signatory
ARNOS CORP.
By: /s/ Edward E. Mattner
Name: Edward E. Mattner
Title: Vice President
/s/ Carl C. Icahn
CARL C. ICAHN
[Signature Page for American Real Estate Partners, L.P. 13D Amendment No. 27]