UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 15)*
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, 20th Floor
New York, New York 10036
(212) 626-0800
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
September 17, 1996
(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).
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*
AF
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
13,291,412
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
13,291,412
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,291,412
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
51.8%
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
American Property Investors, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /x/
(b) //
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
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
13,291,412
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
13,291,412
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,291,412
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/x/
Excludes all depositary units owned of record by API Nominee
Corp.
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
51.8%
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
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*
AF
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
13,291,412
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
13,291,412
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,291,412
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/x/
Excludes all depositary units owned of record by API Nominee
Corp.
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
51.8%
14 TYPE OF REPORTING PERSON*
IN
SCHEDULE 13D - Amendment No. 13
The Schedule 13D filed with the U.S. Securities and Exchange
Commission ("SEC") on September 24, 1990 by Meadowstar Holding Company,
Inc., a Delaware Corporation, Carl C. Icahn, a citizen of the United States
of America, Unicorn Associates Corporation, a New York corporation
("Unicorn"), ACF Industries, Incorporated, a New Jersey corporation
("ACF"), Icahn Capital Corporation, a Delaware corporation and Icahn
Holding Corporation, a Delaware corporation ("IHC"), 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, Amendment No. 6 dated July 28,
1994, Amendment No. 7 dated July 29, 1994, Amendment No. 8 dated April 13,
1994, Amendment No. 9 dated August 30, 1995, Amendment No. 10 dated
September 14, 1995, Amendment No. 11 dated January 19, 1996, Amendment No.
12 dated January 22, 1996, Amendment No. 13 dated March 8, 1996, and
Amendment No. 14 dated June 21, 1996, is further amended to furnish the
additional information set forth herein. All capitalized terms contained
herein but not otherwise defined shall have the meanings ascribed to such
terms in the Registrants' prior statements on Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 is hereby amended to add the following:
The aggregate purchase price (including Commissions) of the
300,100 depositary units representing limited partner interests in AREP
(the "Depositary Units") purchased by High Coast is $2,634,878.00. The
source of funds for the Depositary Units is capital contributions by
Tortoise Corp., a New York corporation and a limited partner of High Coast
("Tortoise").
Item 5. Interest in Securities of the Issuer
Item 5(a) is hereby amended to add the following:
(a) As of the close of business on September 17, 1996,
Registrants may be deemed to beneficially own in the aggregate 13,291,412
Depositary Units, representing approximately 51.8% of the 25,666,640
Depositary Units stated to be outstanding by the Issuer in its filing on
Form 10-Q for the quarter ended June 30, 1996. High Coast is the direct
beneficial owner of 13,291,412 Depositary Units. Both API and Mr. Icahn
are the indirect beneficial owners of 13,291,412 Depositary Units.
(b) Items 5(b) is hereby amended to add the following:
High Coast has sole power to direct the vote and sole power to
direct the disposition of all 13,291,412 Depositary Units. Both API and
Mr. Icahn have shared power to direct the vote and to direct the
disposition of all 13,291,412 Depositary Units.
Item 5(c) is hereby amended to add the following:
The following table sets forth all purchases with respect to the
Depositary Units acquired during the past sixty (60) days by the persons
named in Item 5(a) above. Each transaction set forth below reflects an
open market purchase by High Coast effected on the New York Stock Exchange.
PRICE PER
DEPOSITARY UNIT
(not including NUMBER OF
TRANSACTION DATE commission)($) DEPOSITARY UNITS PURCHASED
9/17/96 8.750 300,100
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: September 18, 1996
HIGH COAST LIMITED PARTNERSHIP
By: American Property Investors, Inc.
Its: General Partner
By: /s/ Gail Golden
Gail Golden
Assistant Secretary
AMERICAN PROPERTY INVESTORS, INC.
By: /s/ Gail Golden
Gail Golden
Assistant Secretary
CARL C. ICAHN
/s/ Carl C. Icahn
[Signature Page for AREP 13D]
