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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 17)*
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)
July 18, 1997
(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 - Amendment No. 17
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, Amendment No. 14, dated June 21, 1996, Amendment No. 15, dated
September 18, 1996 and Amendment No. 16, dated January 2, 1997, 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 4. Purpose of Transaction.
Item 4 is amended to add the following:
On July 18, 1997, the Issuer filed a registration statement on
Form S-3 (the "Registration Statement") with the SEC in connection with its
proposed rights offering (the "Rights Offering"). Pursuant to the Rights
Offering, the Issuer is proposing to distribute at no cost to holders of
the Issuer's securities on the record date (the "Record Date") one
subscription right (each, a "Right") for every five depositary units held
by holders, representing limited partner interests in the Issuer (each, a
"Depositary Unit" or the "Depositary Units"). Pursuant to the Rights
Offering, each Right entitles the holder thereof ("Rights Holder") to
purchase the following securities (the "Basic Subscription Right"): (i)
four Depositary Units, and (ii) one 5% cumulative pay-in-kind redeemable
preferred unit (the "Preferred Unit"). In addition, each Rights Holder who
exercises any portion of his Basic Subscription Right (an "Exercising
Rights Holder") will be entitled to exercise an over-subscription privilege
(the "Over-Subscription Privilege") for all or any portion of the
Depositary Units and Preferred Units that are not purchased through the
exercise of Basic Subscription Rights, however, in the event that all Basic
Subscription Rights are exercised, there will be no Over-Subscription
Privilege. In accordance with the terms of the Rights Offering, any
Preferred Units and Depositary Units will be allocated pro-rata (according
to the aggregate number of Basic Subscription Rights exercised) among those
Rights Holders who choose to exercise the Over-Subscription Privilege.
In accordance with the Rights Offering, High Coast Limited
Partnership, a Delaware limited partnership which Icahn owns and controls,
has agreed to act as the guarantor ("Guarantor") for the purposes of the
Rights Offering.
As of the date hereof, the Guarantor, together with its
affiliates, including Icahn, owns 13,895,712 Depositary Units (54.1% of the
outstanding Depositary Units) and 1,920,945 Preferred Units (88.2% of the
outstanding Preferred Units). In addition, the Guarantor will agree,
subject to certain conditions contained in an agreement (the "Subscription
Guaranty Agreement") (i) to subscribe for and purchase both Depositary
Units and Preferred Units through the exercise of its Basic Subscription
Rights; and (ii) to subscribe for all other Depositary Units and Preferred
Units pursuant to the Over-Subscription Privilege, and, subject to
proration as described above, to purchase such additional Depositary Units
and Preferred Units (the "Subscription Guaranty"). As a result, assuming
the conditions in the Subscription Guaranty Agreement are satisfied, the
Issuer is assured of receiving gross proceeds from the Offering in an
amount equal to the amount it would have raised had all Basic Subscription
Rights been exercised in full, approximately $300,000,000 (the "Guaranteed
Amount"). In addition, by means of the participation in the Rights
Offering by the Registrants, including the participation by the Guarantor
in the Subscription Guaranty, the Registrants may increase their percentage
ownership of securities of the Issuer to a significant extent.
In consideration for acting in its capacity as Guarantor, the
Guarantor will receive certain registration rights, including two demand
registrations and an unlimited number of piggyback registrations, with
respect to all securities of the Issuer owned by it, including those
acquired in the Rights offering but will not otherwise be compensated. In
addition, the Issuer will reimburse the Guarantor for certain of its
accountable expenses in connection with the Rights Offering in the event
the Subscription Guaranty Agreement is terminated in accordance with its
terms. The terms of such Subscription Guaranty and the registration rights
are subject to approval by the Audit Committee of the board of directors of
the general partner of the Issuer.
Lastly, the Registrants, including the Guarantor, intend to
acquire securities of the Issuer in connection with the Rights Offering
solely for investment purposes. In addition, the Registrants reserve the
right to seek to acquire additional Depositary Units as they deem
appropriate, whether in open market purchases, privately negotiated
transactions or otherwise. The Registrants also reserve the right to
dispose of some or all of their Depositary Units in the open market, in
privately negotiated transactions to third parties or otherwise.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
Item 6 is amended to add the following:
See Item 4
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: July 23, 1997
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 Amend No.17]