0000928475-05-000021.txt : 20120705 0000928475-05-000021.hdr.sgml : 20120704 20050204171728 ACCESSION NUMBER: 0000928475-05-000021 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050204 DATE AS OF CHANGE: 20050204 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: IMCLONE SYSTEMS INC/DE CENTRAL INDEX KEY: 0000765258 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 042834797 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-42743 FILM NUMBER: 05578086 BUSINESS ADDRESS: STREET 1: 180 VARICK ST CITY: NEW YORK STATE: NY ZIP: 10014 BUSINESS PHONE: 2126451405 MAIL ADDRESS: STREET 1: 180 VARICK ST CITY: NEW YORK STATE: NY ZIP: 10014 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ICAHN CARL C ET AL CENTRAL INDEX KEY: 0000921669 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 000000000 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: C/O ICAHN ASSOCIATES CORP STREET 2: 767 FIFTH AVE #4700 CITY: NEW YORK STATE: NY ZIP: 10153 BUSINESS PHONE: 2127024300 MAIL ADDRESS: STREET 1: C/O ICAHN ASSOCIATES CORP STREET 2: 767 FIFTH AVE #4700 CITY: NEW YORK STATE: NY ZIP: 10153 SC 13G 1 schedule13g.txt IMCLONE SYSTEMS INCORPORATED UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Imclone Systems Incorporated (Name of Issuer) Common Stock, $.001 par value (Title of Class of Securities) 45245W109 (CUSIP Number) January 26, 2005 (Date of Event which requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this schedule is filed: Rule 13d-1(b) Rule 13d-1(c) X Rule 13d-1(d) 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 13G CUSIP No. 45245W109 1 NAME OF REPORTING PERSON Carl C. Icahn S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER 0 6 SHARED VOTING POWER 4,995,342 7 SOLE DISPOSITIVE POWER 0 8 SHARED DISPOSITIVE POWER 4,995,342 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,995,342 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / / 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 6.04% 12 TYPE OF REPORTING PERSON* IN SCHEDULE 13G CUSIP No. 45245W109 1 NAME OF REPORTING PERSON Barberry Corp. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER 0 6 SHARED VOTING POWER 4,549,671 7 SOLE DISPOSITIVE POWER 0 8 SHARED DISPOSITIVE POWER 4,549,671 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,549,671 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / / 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.50% 12 TYPE OF REPORTING PERSON* CO SCHEDULE 13G CUSIP No. 45245W109 1 NAME OF REPORTING PERSON Icahn & Co., Inc. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER 900,800 6 SHARED VOTING POWER 0 7 SOLE DISPOSITIVE POWER 900,800 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 900,800 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / / 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.09% 12 TYPE OF REPORTING PERSON* CO SCHEDULE 13G CUSIP No. 45245W109 1 NAME OF REPORTING PERSON High River Limited Partnership S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER 3,448,871 6 SHARED VOTING POWER 200,000 7 SOLE DISPOSITIVE POWER 3,448,871 8 SHARED DISPOSITIVE POWER 200,000 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,648,871 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / / 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 4.41% 12 TYPE OF REPORTING PERSON* PN SCHEDULE 13G CUSIP No. 45245W109 1 NAME OF REPORTING PERSON Dixon Guarantor LLC S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER 200,000 6 SHARED VOTING POWER 0 7 SOLE DISPOSITIVE POWER 200,000 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 200,000 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / / 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.24% 12 TYPE OF REPORTING PERSON* OO SCHEDULE 13G CUSIP No. 45245W109 1 NAME OF REPORTING PERSON American Real Estate Holdings Limited Partnership S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER 0 6 SHARED VOTING POWER 445,671 7 SOLE DISPOSITIVE POWER 0 8 SHARED DISPOSITIVE POWER 445,671 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 445,671 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / / 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.54% 12 TYPE OF REPORTING PERSON* PN SCHEDULE 13G CUSIP No. 45245W109 1 NAME OF REPORTING PERSON American Real Estate Partners, L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER 0 6 SHARED VOTING POWER 445,671 7 SOLE DISPOSITIVE POWER 0 8 SHARED DISPOSITIVE POWER 445,671 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 445,671 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / / 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.54% 12 TYPE OF REPORTING PERSON* PN SCHEDULE 13G CUSIP No. 45245W109 1 NAME OF REPORTING PERSON American Property Investors, Inc. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER 0 6 SHARED VOTING POWER 445,671 7 SOLE DISPOSITIVE POWER 0 8 SHARED DISPOSITIVE POWER 445,671 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 445,671 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / / 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.54% 12 TYPE OF REPORTING PERSON* CO SCHEDULE 13G CUSIP No. 45245W109 1 NAME OF REPORTING PERSON Beckton Corp. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER 0 6 SHARED VOTING POWER 445,671 7 SOLE DISPOSITIVE POWER 0 8 SHARED DISPOSITIVE POWER 445671 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 445,671 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / / 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.54% 12 TYPE OF REPORTING PERSON* CO SCHEDULE 13G CUSIP No. 45245W109 1 NAME OF REPORTING PERSON Gail Golden S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER 15,000 6 SHARED VOTING POWER 0 7 SOLE DISPOSITIVE POWER 15,000 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,000 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / / 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.02% 12 TYPE OF REPORTING PERSON* IN SCHEDULE 13G CUSIP No. 45245W109 1 NAME OF REPORTING PERSON Hopper Investments LLC S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER 0 6 SHARED VOTING POWER 3,648,871 7 SOLE DISPOSITIVE POWER 0 8 SHARED DISPOSITIVE POWER 3,648,871 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,648,871 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / / 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.41% 12 TYPE OF REPORTING PERSON* OO SCHEDULE 13G CUSIP No. 45245W109 1 NAME OF REPORTING PERSON ARETEX LLC S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER 445,671 6 SHARED VOTING POWER 0 7 SOLE DISPOSITIVE POWER 445,671 8 SHARED DISPOSITIVE POWER 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 445,671 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / / 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.54% 12 TYPE OF REPORTING PERSON* OO SCHEDULE 13G ITEM 1 (a) Name of Issuer: Imclone Systems Incorporated (b) Address of Issuers Principal Executive Offices: 150 Varick Street New York, New York 10014 ITEM 2 Name, Address and Citizenship of Persons Filing (a) - (c) The persons filing this statement are American Real Estate Partners, L.P., a Delaware limited partnership ("AREP"), American Real Estate Holdings Limited Partnership, a Delaware limited partnership ("AREH"), American Property Investors, Inc., a Delaware corporation ("API"), ARETEX LLC, a Delaware limited liability company ("ARETEX"), Beckton Corp., a Delaware corporation ("Beckton"), Barberry Corp., a Delaware corporation ("Barberry"), High River Limited Partnership, a Delaware limited partnership ("High River") Hopper Investments LLC, a Delaware limited liability company ("Hopper"), Icahn & Co., Inc., a Delaware corporation ("Icahn & Co."), Dixon Guarantor LLC, a Delaware limited liability company ("Dixon", and collectively with AREP, AREH, ARETEX, API, Beckton, Barberry, High River, Hopper and Icahn & Co., the "Icahn Entities"), Carl C. Icahn, a citizen of the United States of America (Mr. Icahn collectively with the Icahn Entities, the "Icahn Group") and Gail Golden, a citizen of the United States of America, the spouse of Mr. Icahn (Ms. Golden collectively with the Icahn Group, the "Registrants"). The principal business address and the address of the principal office of (i) AREP, AREH, API, ARETEX, Beckton, Hopper, High River, Barberry and Dixon is 100 South Bedford Road, Mount Kisco, New York 10549, (ii) Mr. Icahn and Ms. Golden is c/o Icahn Associates Corp., 767 Fifth Avenue, 47th Floor, New York, New York 10153, and (iii) Icahn & Co. is 1 Whitehall Street, 19th Floor, New York, New York 10004. Barberry is the sole member of Hopper and the sole shareholder of Icahn & Co. Hopper is the general partner of High River. High River is the sole member of Dixon. Beckton is the sole shareholder of API. API is the general partner of both AREH and AREP, and AREP is a limited partner of AREH owning a 99 percent limited partnership interest therein. Barberry and Beckton are wholly-owned by Mr. Icahn. Mr. Icahn is (i) the sole director of each of Barberry and Beckton (ii) Chairman of the Board, President and Secretary of Barberry and (iii) Chairman of the Board and President of Beckton. As a result of Mr. Icahn's direct or indirect ownership of and position(s), as applicable, with the Icahn Entities, Mr. Icahn is in a position to directly and indirectly determine the investment and voting decisions made by the Icahn Entities. (d) Title of Class of Securities: Common Stock, par value $.001 ("Shares") (e) CUSIP Number for Common Stock: 45245W109 ITEM 3 If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: NOT APPLICABLE (a) / / Broker or Dealer registered under Section 15 of the Act (15 U.S.C. 78o) (b) / / Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c) (c) / / Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c) (d) / / Investment Company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8) (e) / / An investment advisor in accordance with Section 240.13d- 1(b)(1)(ii)(E) (f) / / Employee Benefit Plan, or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F) (g) / / Parent Holding Company, in accordance with Section 240.13d- 1(b)(ii)(G) (h) / / A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813) (i) / / A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3) (j) / / Group, in accordance with Section 240.13d-1(b)(1)(ii)(J) ITEM 4 Ownership Ownership as of the filing date: (a - b) As of the close of the business day on February 4, 2005, the Registrants may be deemed to beneficially own, in the aggregate, 5,010,342 Shares, representing approximately 6.06% of the Issuer's outstanding Shares (based upon the 82,743,464 Shares stated to be outstanding as of November 3, 2004 by the Issuer in the Issuer's Form 10Q filed with the Securities and Exchange Commission on November 3, 2004). (c) The information set forth in the cover pages hereto is herby incorporated in its entirety herein. Each of Barberry and Mr. Icahn, by virtue of their relationships to High River, Hopper, Dixon and Icahn & Co. (as disclosed in Item 2), may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which each of High River, Hopper, Dixon and/or Icahn & Co. directly and indirectly beneficially owns. Each of Mr. Icahn and Barberry disclaims beneficial ownership of such Shares for all other purposes. High River and Hopper, by virtue of their relationships to Dixon (as disclosed in Item 2), may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Dixon directly beneficially owns. High River and Hopper disclaim beneficial ownership of such Shares for all other purposes. Hopper, by virtue of its relationship to High River (as disclosed in Item 2), may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which High River owns. Hopper disclaims beneficial ownership of such Shares for all other purposes. Mr. Icahn, by virtue of his relationship to Ms. Golden (as disclosed in Item 2), may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Ms. Golden directly beneficially owns. Mr. Icahn disclaims beneficial ownership of such Shares. Each of Mr. Icahn, Beckton, API, AREH and AREP, by virtue of their relationships to ARETEX (as disclosed in Item 2) may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares that ARETEX directly beneficially own. Each of Mr. Icahn, Beckton, API, AREH and AREP disclaim beneficial ownership of such Shares for all other purposes. ITEM 5 Ownership of Five Percent or Less of a Class If this statement is being filed to report the fact that as of the date hereof, the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities check the following. [ ] NOT APPLICABLE ITEM 6 Ownership of More than Five Percent on Behalf of Another Person Other than Registrants, no person is known to have the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from, the sale of the securities. ITEM 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company NOT APPLICABLE ITEM 8 Identification and Classification of Members of the Group Please see Exhibit 1 attached hereto. ITEM 9 Notice of Dissolution of Group NOT APPLICABLE ITEM 10 Certification By signing below each of the undersigned certifies that, to the best of each of the undersigned's knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having the purpose or effect. SIGNATURES After reasonable inquiry and to the best of the knowledge and belief of each of the undersigned certifies that the information set forth in this statement on Schedule 13G is true, complete and correct. Dated: February 4, 2005 /s/ Carl C. Icahn Carl C. Icahn, Individually /s/ Gail Golden Gail Golden, Individually BARBERRY CORP. /s/ Edward E. Mattner By: Edward E. Mattner Title: Authorized Signatory ICAHN & CO., INC. /s/ Richard T. Buonato By: Richard T. Buonato Title: Vice President - Finance HIGH RIVER LIMITED PARTNERSHIP By: Hopper Investments LLC /s/ Edward E. Mattner By: Edward E. Mattner Title: Vice President DIXON GUARANTOR LLC /s/ Edward E. Mattner By: Edward E, Mattner Title: Authorized Signatory [Signature page of Schedule 13G - Imclone Systems Incorporated] ARETEX LLC By: American Real Estate Holdings Limited Partnership, sole member By: American Property Investors, Inc., general partner /s/ Martin Hirsch By: Martin Hirsch Title: Executive Vice President and Director of Acquisitions and Development AMERICAN PROPERTY INVESTORS, INC. /s/ Martin Hirsch By: Martin Hirsch Title: Executive Vice President and Directors of Acquisitions and Development AMERICAN REAL ESTATE HOLDINGS LIMITED PARTNERSHIP By: AMERICAN PROPERTY INVESTORS, INC. Title: General Partner /s/ Martin Hirsch By: Martin Hirsch Title: Director of Acquisitions and Development and CEO AMERICAN REAL ESTATE PARTNERS L.P. By: AMERICAN PROPERTY INVESTORS, INC. /s/ Martin Hirsch By: Martin Hirsch Title: Director of Acquisitions and Development and CEO [Signature page of Schedule 13G - Imclone Systems Incorporated] BECKTON CORP. /s/ Edward E. Mattner By: Edward E. Mattner Title: Authorized Signatory HOPPER INVESTMENTS LLC /s/ Edward E. Mattner By: Edward E. Mattner Title: Vice President (Signature page of Schedule 13G - Imclone Systems Incorporated) EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock, par value $.001 per share of Imclone Systems Incorporated and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement this 4th day of February, 2005. Dated: February 4, 2005 /s/ Carl C. Icahn Carl C. Icahn, Individually /s/ Gail Golden Gail Golden, Individually BARBERRY CORP. /s/ Edward E. Mattner By: Edward E. Mattner Title: Authorized Signatory ICAHN & CO., INC. /s/ Richard T. Buonato By: Richard T. Buonato Title: Vice President - Finance HIGH RIVER LIMITED PARTNERSHIP By: Hopper Investments LLC /s/ Edward E. Mattner By: Edward E. Mattner Title: Vice President (Signature page of Schedule 13G - Joint Filing Agreement for Imclone Systems Incorporated) DIXON GUARANTOR LLC /s/ Edward E. Mattner By: Edward E, Mattner Title: Authorized Signatory ARETEX LLC By: American Real Estate Holdings Limited Partnership, sole member By: American Property Investors, Inc., general partner /s/ Martin Hirsch By: Martin Hirsch Title: Executive Vice President and Director of Acquisitions and Development AMERICAN PROPERTY INVESTORS, INC. /s/ Martin Hirsch By: Martin Hirsch Title: Executive Vice President and Director of Acquisitions and Development AMERICAN REAL ESTATE HOLDINGS LIMITED PARTNERSHIP By: AMERICAN PROPERTY INVESTORS, INC. Title: General Partner /s/ Martin Hirsch By: Martin Hirsch Title: Executive Vice President and Director of Acquisitions and Development (Signature page of Schedule 13G - Joint Filing Agreement for Imclone Systems Incorporated) AMERICAN REAL ESTATE PARTNERS LIMITED PARTNERSHIP By: AMERICAN PROPERTY INVESTORS, INC. /s/ Martin Hirsch By: Martin Hirsch Title: Executive Vice President and Director of Acquisitions and Development BECKTON CORP. /s/ Edward E. Mattner By: Edward E. Mattner Title: Authorized Signatory HOPPER INVESTMENTS LLC /s/ Edward E. Mattner By: Edward E. Mattner Title: Vice President (Signature page of Schedule 13G - Joint Filing Agreement for Imclone Systems Incorporated)