UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of
Report (Date of Earliest Event Reported): July 16, 2007
American
Real Estate Partners, L.P.
(Exact name of registrant as specified in its charter)
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Delaware
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1-9516
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13-3398766
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(State
or other jurisdiction
of incorporation) |
(Commission
File Number)
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(IRS
Employer
Identification
No.)
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767
Fifth Avenue, Suite 4700, New York, NY 10153
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(Address
of principal executive offices) (Zip
Code)
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Registrant’s
telephone number, including area
code: (212) 702-4300
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N/A
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(Former
name or former address, if changed since
last report)
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Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
| o |
Written
communication pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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| o |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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| o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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| o |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Section
1 - Registrant’s Business and Operations
Item
1.02.
- Termination
of a Material Definitive Agreement.
On
July
16, 2007, the Agreement and Plan of Merger, dated February 9, 2007, as amended
by Amendment No. 1 to the Agreement and Plan of Merger, dated July 9, 2007,
or,
collectively, the Merger Agreement, by and among Lear Corporation, a Delaware
corporation, or Lear, and our indirect wholly-owned subsidiaries, AREP Car
Holdings Corp., a Delaware corporation, or Parent, and AREP Car Acquisition
Corp., a Delaware corporation, or Merger Sub, terminated automatically pursuant
to its terms. The Merger Agreement terminated because the requisite vote of
Lear’s shareholders in favor of the proposed merger of Merger Sub with and into
Lear, or the Requisite Vote, was not obtained prior
to
5:00 p.m., Eastern Time, on July 16, 2007.
Because
the Requisite Vote was not obtained, pursuant to the Merger Agreement, Lear
will
(1) pay Parent $12.5 million (2) issue to Parent 335,570 shares of Lear’s common
stock, or the Common Stock, and (3) increase from 24.5% to 27% the share
ownership limitation under the waiver of Section 203 of the Delaware General
Corporation Law granted by Lear to affiliates of and funds managed by Carl
C.
Icahn. In addition, if (1) Lear stockholders
enters
into a definitive agreement with respect to an Acquisition Proposal, as defined,
within 12 months after the termination of the Merger Agreement and such
transaction is completed and (2) such Acquisition Proposal has received
approval, if required by applicable Law, by the affirmative vote or consent
of
the holders of a majority of the outstanding shares of Lear common stock within
such 12 month period, Lear will be required to pay to Parent an amount in cash
equal to the Superior Fee, as defined, less $12.5 million.
In
connection with the termination of the Merger Agreement, the commitment letter,
dated as of February 9, 2007, or the Commitment Letter, by and among Merger
Sub,
Bank of America, N.A. and Banc of America Securities LLC, also terminated
pursuant to its terms. The Commitment Letter contemplated that Bank of America
would act as the initial lender under two senior secured credit facilities
in an
aggregate amount of $3.6 billion, consisting of a $1.0 billion senior secured
revolving facility and a $2.6 billion senior secured term loan B facility.
The
credit facilities were intended to refinance and replace Lear’s existing credit
facilities and to fund the transactions contemplated by the Merger Agreement.
The Commitment Letter terminated due to the failure of Parent, Merger Sub and
Lear to consummate the proposed merger.
Carl
C.
Icahn beneficially owns approximately 90% of our outstanding depositary units
and 86.5% of our preferred units and also beneficially owns approximately 15.8%
of the outstanding common stock of Lear through certain of his affiliated
entities. Vincent J. Intrieri is a member of the board of directors of American
Property Investors, Inc., our general partner, and is also a member of the
board
of directors of Lear.
Section
8 - Other Events
Item
8.01. Other Events.
On
July
16, 2007, we issued a press release, a copy of which is furnished as Exhibit
99.1.
Section 9
- Financial Statements and Exhibits
Item 9.01
Financial Statements and Exhibits
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Exhibits.
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| 2.1 |
Agreement
and Plan of Merger, dated as of February 9, 2007, by and among
AREP Car
Holdings Corp., AREP Car Acquisition Corp. and Lear Corporation
(incorporated by reference to Exhibit 2.1 to AREP’s Form 8-K (SEC File No.
1-9516), filed on February 9, 2007).
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| 2.2 |
Amendment
No. 1, dated as of July 9, 2007, to the Agreement and Plan of
Merger,
dated as of February 9, 2007, by and among AREP Car Holdings
Corp., AREP
Car Acquisition Corp. and Lear Corporation (incorporated by reference
to
Exhibit 2.1 to Lear’s Current Report on Form 8-K (SEC File No. 1-11311),
filed on July 9, 2007).
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| 10.3 |
Commitment
Letter, dated as of July 9, 2007, by Bank of America, N.A.
and Banc of
Americas Securities LLC (incorporated by reference to Exhibit
10.3 to
AREP’s Form 8-K (SEC File No. 1-9516), filed on February 9,
2007).
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| 99.1 |
Press
Release, issued by AREP on July 16,
2007.
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[remainder of page intentionally left blank; signature page follows]
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.
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AMERICAN
REAL ESTATE PARTNERS, L.P.
(Registrant) |
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| By: | American Property Investors,
Inc.,
its
General Partner
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| By: | /s/ Andrew Skobe | ||
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Andrew Skobe |
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| Interim
Chief Financial Officer
American
Property Investors, Inc.,
the
General Partner of
American
Real Estate Partners, L.P.
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| Date: July 18, 2007 | |||
FOR
IMMEDIATE RELEASE
American
Real Estate Partners, L.P. Announces Lear-AREP Deal Not
Approved
New
York, N.Y., July 16, 2007
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American Real Estate Partners, L.P. [NYSE: ACP] (“AREP”) today announced
that the stockholders of Lear Corp. [NYSE: LEA] (“Lear”) have not approved
the proposed merger of AREP's subsidiary with Lear. As a result AREP's merger
agreement with Lear has terminated.
Mr.
Icahn
stated that he respects the vote of the Lear stockholders. However, he stated
that considering that AREP offered over twice the price that Lear stock traded
at approximately one year ago, he believes that AREP offered a full and fair
price. Mr. Icahn stated that he and his affiliates continue to be large
stockholders of Lear and that he wishes the company well.
About
AREP
American
Real Estate Partners, L.P. (“AREP”), a master limited partnership, is a
diversified holding company engaged in three primary business segments:
Gaming, Real Estate and Home Fashion. AREP is traded on the New York Stock
Exchange under the symbol [ACP]. To learn more about AREP, please visit
the Internet at http://www.arep.com
This
release contains certain “forward-looking statements” within the meaning of the
Private Securities Litigation Reform Act of 1995, many of which are beyond
AREP’s ability to control or predict. Forward-looking statements may be
identified by words such as “expects,” “anticipates,” “intends,” “plans,”
“believes,” “seeks,” “estimates,” “will” or words of similar meaning and
include, but are not limited to, statements about the expected future business
and financial performance of AREP and its subsidiaries. AREP undertakes no
obligation to publicly update or review any forward-looking information, whether
as a result of new information, future developments or otherwise.
For
further information, please contact:
Andrew
Skobe
American
Real Estate Partners, L.P.
(212)
702-4300