SC 13D/A 1 sch13da081406.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* ImClone Systems Incorporated (Name of Issuer) Common Stock, par value $.001 per share (Title of Class of Securities) 45245W109 (CUSIP Number) Marc Weitzen, Esq. General Counsel Icahn Associates Corp. & affiliated companies 767 Fifth Avenue, 47th Floor New York, New York 10153 (212) 702-4388 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 11, 2006 (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 that is the subject of this Schedule 13D, and is filing this schedule because of Sections 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 Rule 13d 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. 2) 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 SOURCE OF FUNDS WC, OO 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 5,090,396 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 5,090,396 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,090,396 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.04% 14 TYPE OF REPORTING PERSON PN SCHEDULE 13D (Amendment No. 2) 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 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 5,090,396 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 5,090,396 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,090,396 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.04% 14 TYPE OF REPORTING PERSON OO SCHEDULE 13D (Amendment No. 2) 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 SOURCE OF FUNDS WC, OO 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 900,800 8 SHARED VOTING POWER 5,090,396 9 SOLE DISPOSITIVE POWER 900,800 10 SHARED DISPOSITIVE POWER 5,090,396 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,991,196 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.11% 14 TYPE OF REPORTING PERSON CO SCHEDULE 13D (Amendment No. 2) 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 SOURCE OF FUNDS WC ,OO 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 3,847,697 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 3,847,697 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,847,697 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.57% 14 TYPE OF REPORTING PERSON PN SCHEDULE 13D (Amendment No. 2) 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 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 3,847,697 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 3,847,697 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,847,697 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.57% 14 TYPE OF REPORTING PERSON PN SCHEDULE 13D (Amendment No. 2) 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 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 3,847,697 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 3,847,697 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,847,697 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.57% 14 TYPE OF REPORTING PERSON CO SCHEDULE 13D (Amendment No. 2) 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 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 3,847,697 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 3,847,697 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,847,697 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.57% 14 TYPE OF REPORTING PERSON CO SCHEDULE 13D (Amendment No. 2) 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 SOURCE OF FUNDS PF 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 15,000 8 SHARED VOTING POWER 0 9 SOLE DISPOSITIVE POWER 15,000 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.02% 14 TYPE OF REPORTING PERSON IN SCHEDULE 13D (Amendment No.2) 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 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 9,838,893 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 9,838,893 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES /X/ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.68% 14 TYPE OF REPORTING PERSON IN SCHEDULE 13D (Amendment No.2) Item 1. Security and Issuer This statement constitutes Amendment No. 2 to the Schedule 13D relating to the Common Shares, $0.001 par value, (the "Shares"), of ImClone Systems Incorporated, a Delaware corporation (the "Issuer"), and amends the Schedule 13D relating to the Shares filed on February 14, 2006, as amended by Amendment No.1 filed on April 24, 2006 (as amended by amendment No. 1, the "Original 13D"), on behalf of the Registrants (as defined in the Original 13D). Capitalized terms used herein and not otherwise defined have the respective meanings ascribed thereto in the Original 13D. The address of the principal executive offices of the Issuer is 180 Varick Street, New York, New York 10014. Item 2. Identity and Background Item 2 is hereby amended as follows: As of April 26, 2006, the term "Icahn Entities" no longer includes Dixon. Item 3. Source and Amount of Funds or Other Consideration Item 3 is hereby amended and restated as follows: As of the close of business on August 11, 2006, the aggregate purchase price of the 9,838,893 Shares owned by Icahn Group was $336,479,972.34 (including commissions). The source of funding for the purchase of these Shares was general working capital of Barberry, High River, and AREH, and pursuant to margin accounts in the regular course of business. As of the close of business on August 11, 2006, the aggregate purchase price of the 15,000 Shares purchased by Ms. Golden was $663,569.97 (including commissions). The source of funding for the purchase of these Shares were personal funds of Ms. Golden. Item 4. Purpose of Transaction Item 4 is hereby amended as follows: Representatives of Registrants have continued engaging in discussions with Issuer concerning its business and operations. Carl Icahn, a Registrant, has been invited by Issuer to be on Management's slate of directors at the annual meeting which Issuer has announced is planned to be held in September 2006. Mr. Icahn has not yet made a determination with respect to the foregoing or any other course of action. 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 August 11, 2006: (i) the Icahn Group may be deemed to beneficially own, in the aggregate, 9,838,893 Shares, representing approximately 11.68% of the Issuer's outstanding Shares; and (ii) Ms. Golden owns 15,000 Shares representing approximately 0.02% of the Issuer's outstanding Shares in each case (based upon the 84,217,766 Shares stated to be outstanding as of August 1, 2006 by the Issuer in the Issuer's Form 10Q filed with the Securities and Exchange Commission on August 4, 2006). (b) Each of Barberry and Hopper by virtue of their 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 5,090,396 Shares which High River owns. Each of Barberry and Hopper disclaims beneficial ownership of such Shares for all other purposes. Mr. Icahn by virtue of his relationship to Barberry, Hopper and 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 900,800 Shares which Barberry owns and the 5,090,396 Shares which High River owns. Mr. Icahn 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 15,000 Shares which Ms. Golden owns. Mr. Icahn disclaims beneficial ownership of such Shares for all purposes. Each of Mr. Icahn, Beckton, API, and AREP, by virtue of their relationship to AREH (as disclosed in Item 2) may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Act) the 3,847,697 Shares that AREH owns. Each of Mr. Icahn, Beckton, API, and AREP disclaim beneficial ownership of such Shares for all other purposes. (c) The following transactions with respect to the Shares were effected during the past sixty (60) days by the Registrants. All such transactions were effected in the over-the-counter market. Name Date No. of Shares Price Per Share Purchased (including commissions) ---- ---- -------------- ------------------------ AREH 8/11/2006 48,540 27.84 AREH 8/11/2006 393,534 27.91 HIGH RIVER 8/11/2006 75,581 27.84 HIGH RIVER 8/11/2006 612,766 27.91 SIGNATURES After reasonable inquiry and to the best of each of the undersigned knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: August 11, 2006 /s/ Carl C. Icahn ----------------- CARL C. ICAHN /s/ Gail Golden --------------- GAIL GOLDEN AMERICAN REAL ESTATE HOLDINGS LIMITED PARTNERSHIP By: American Property Investors, Inc., general partner By: /s/ Keith Meister -------------------- Name: Keith Meister Title: Vice Chairman AMERICAN REAL ESTATE PARTNERS, L.P. By: American Property Investors, Inc., general partner By: /s/ Keith Meister -------------------- Name: Keith Meister Title: Vice Chairman AMERICAN PROPERTY INVESTORS, INC. By: /s/ Keith Meister -------------------- Name: Keith Meister Title: Vice Chairman BECKTON CORP. By: /s/ Keith Cozza ------------------ Name: Keith Cozza Title: Secretary [Signature Page of Schedule 13D Amendment No. 2 Re: Imclone] BARBERRY CORP. By: /s/ Keith Cozza ------------------ Name: Keith Cozza Title: Secretary HOPPER INVESTMENTS LLC By: Barberry Corp., sole member By: /s/ Keith Cozza ------------------ Name: Keith Cozza Title: Secretary HIGH RIVER LIMITED PARTNERSHIP By: Hopper Investments LLC, general partner By: Barberry Corp., sole member By: /s/ Keith Cozza ------------------ Name: Keith Cozza Title: Secretary [Signature Page of Schedule 13D Amendment No. 2 Re: Imclone] AMENDED AND RESTATED JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) 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 13D (including amendments thereto) with respect to the common stock, $.001 par value, of ImClone Systems Incorporated, and further agree that this Amended and Restated Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, have executed this Amended and Restated Joint Filing Agreement this 11th day of August, 2006. /s/ Carl C. Icahn ----------------- CARL C. ICAHN /s/ Gail Golden --------------- GAIL GOLDEN AMERICAN REAL ESTATE HOLDINGS LIMITED PARTNERSHIP By: American Property Investors, Inc., general partner By: /s/ Keith Meister -------------------- Name: Keith Meister Title: Vice Chairman AMERICAN REAL ESTATE PARTNERS, L.P. By: American Property Investors, Inc., general partner By: /s/ Keith Meister -------------------- Name: Keith Meister Title: Vice Chairman AMERICAN PROPERTY INVESTORS, INC. By: /s/ Keith Meister -------------------- Name: Keith Meister Title: Vice Chairman BECKTON CORP. By: /s/ Keith Cozza ------------------ Name: Keith Cozza Title: Secretary [Signature Page of Schedule 13D No. 2 Amended and Restated Filing Agreement Re: Imclone] BARBERRY CORP. By: /s/ Keith Cozza ------------------ Name: Keith Cozza Title: Secretary HOPPER INVESTMENTS LLC By: /s/ Keith Cozza ------------------ Name: Keith Cozza Title: Secretary HIGH RIVER LIMITED PARTNERSHIP By: Hopper Investments LLC, general partner By: /s/ Keith Cozza ------------------ Name: Keith Cozza Title: Secretary [Signature Page of Schedule 13D Amendment No. 2 Re: Imclone]