-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, D6Km1rrhPPopX627hmI8/ZHm5LIl/ZXuIIf2YwttYJSpbn4CWy5+TJ+yQpWp1IoO QM2aJNyP/mKVHj1ejauyXA== 0000921749-98-000229.txt : 19981215 0000921749-98-000229.hdr.sgml : 19981215 ACCESSION NUMBER: 0000921749-98-000229 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19981214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN REAL ESTATE PARTNERS L P CENTRAL INDEX KEY: 0000813762 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF NONRESIDENTIAL BUILDINGS [6512] IRS NUMBER: 133398766 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: SEC FILE NUMBER: 005-38593 FILM NUMBER: 98768760 BUSINESS ADDRESS: STREET 1: 100 SOUTH BEDFORD ROAD CITY: MT KISCO STATE: NY ZIP: 10549 BUSINESS PHONE: 9142427700 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ICAHN CARL C ET AL CENTRAL INDEX KEY: 0000921669 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 100 SOUTH BEDFORD ROAD CITY: MT KISCO STATE: NY ZIP: 10549 BUSINESS PHONE: 9142427700 MAIL ADDRESS: STREET 1: 200 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10166 SC 14D1/A 1 TENDER OFFER STATEMENT SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------------------------------------------- SCHEDULE 14D-1 Tender Offer Statement Pursuant to Section 14(d)(1) of the Securities Exchange Act of 1934 (Amendment No. 1) and SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 21) -------------------------------------------------------------- AMERICAN REAL ESTATE PARTNERS, L.P. (Name of Subject Company) LEYTON LLC HIGH COAST LIMITED PARTNERSHIP BECKTON CORP. CARL C. ICAHN (Bidders) DEPOSITARY UNITS REPRESENTING LIMITED PARTNER INTERESTS (Title of Class of Securities) 029169109 (CUSIP Number of Class of Securities) ------------------------------------------------- Keith L. Schaitkin, Esq. Gordon Altman Butowsky Weitzen Shalov & Wein 114 West 47th Street New York, New York 10036 (212) 626-0800 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Bidder) - -------------------------------------------------------------------------------- Calculation of Filing Fee - -------------------------------------------------------------------------------- Transaction Amount of Valuation*: $105,000,000 Filing Fee: $21,000 - -------------------------------------------------------------------------------- *For purposes of calculating the filing fee only. This amount assumes the purchase of up to 10 million Units of the subject company for $10.50 per Unit in cash. [x ] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: $21,000 Form or Registration No.: Schedule 14D-1 Filing Party: Leyton LLC, High Coast Limited Partnership, Beckton Corp. and Carl C. Icahn Dated Filed: November 20, 1998 AMENDMENT NO. 1 TO SCHEDULE 14D-1/ AMENDMENT NO. 21 TO SCHEDULE 13D This Amendment No. 1 to Schedule 14D-1 ("Amendment No. 1") which amends and supplements the Tender Offer Statement on Schedule 14D-1 originally filed with the Securities and Exchange Commission on November 20, 1998 (the "Schedule 14D-1") by Leyton LLC (the "Purchaser"), High Coast Limited Partnership ("High Coast"), Beckton Corp. and Carl C. Icahn also constitutes Amendment No. 21 to the statement on Schedule 13D of the Purchaser, High Coast, Beckton Corp. and Mr. Icahn (the "Schedule 13D" and together with the Schedule 14D-1, the "Schedules"). The Schedules relate to the Purchaser's offer to purchase up to 10 million depositary units representing limited partner interests ("Units") of American Real Estate Partners, L.P. (the "Partnership") at a purchase price of $10.50 net per Unit, upon the terms and subject to the conditions set forth in the Offer to Purchase dated November 20, 1998 (the "Offer to Purchase") and related Letter of Transmittal, including the Instructions thereto (which collectively constitute the "Offer"). ITEM 10. ADDITIONAL INFORMATION. Item 10(f) is hereby amended as follows: (i) By amending and restating in its entirety the first paragraph of "Section 14. Conditions of the Offer" in the Offer to Purchase as follows: "SECTION 14. CONDITIONS OF THE OFFER. Notwithstanding any other term of the Offer, the Purchaser will not be required to accept for payment or to pay for any Units tendered unless, prior to the Expiration Date, all authorizations, consents, orders or approvals of, or declarations or filings with, or expiration of waiting periods imposed by, any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, necessary for the consummation of the transactions contemplated by the Offer shall have been filed, occurred or been obtained. Furthermore, notwithstanding any other term of the Offer and in addition to the Purchaser's right to withdraw or amend the Offer at any time before the Expiration Date, the Purchaser will not be required to accept for payment or pay for any Units not theretofore accepted for payment or paid for and may terminate the Offer as to such Units if, at any time on or after the date of the Offer to Purchase and prior to the Expiration Date, any of the following conditions exists:" (ii) By supplementing and adding the following information thereto: The Offer has been extended to 12:00 midnight, New York City time, on Monday, December 28, 1998. On December 14, 1998, Mr. Icahn issued a press release announcing such extension and reporting that as of December 11, 1998, approximately 2,519,728 Units had been tendered pursuant to the Offer. A copy of the press release has been filed as Exhibit (a)(9) to this Amendment No. 1 and is incorporated herein by reference in its entirety. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. Item 11(a) is hereby amended to add the following exhibit: (a)(9) Press Release, dated December 14, 1998. SIGNATURES After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: December 14, 1998 LEYTON LLC By: HIGH COAST LIMITED PARTNERSHIP, Member By: BECKTON CORP., General Partner By: /S/ CARL C. ICAHN Name: Carl C. Icahn Title: Chairman of the Board HIGH COAST LIMITED PARTNERSHIP By: BECKTON CORP., General Partner By: /S/ CARL C. ICAHN Name: Carl C. Icahn Title: Chairman of the Board BECKTON CORP. By: /S/ CARL C. ICAHN Name: Carl C. Icahn Title: Chairman of the Board /S/ CARL C. ICAHN CARL C. ICAHN [Signature Page for American Real Estate Partners, L.P., Schedule 14D-1/A no.1] INDEX TO EXHIBITS EXHIBIT NUMBER DESCRIPTION - -------- ---------------------------- (a)(9) Press Release, dated December 14, 1998 EX-99 2 TENDER OFFER BY AFFILIATE Contact: Susan Gordon 702-4309 or Information Agent: Beacon Hill Partners, Inc. Attention: Edward McCarthy (212) 843-8500 FOR IMMEDIATE RELEASE TENDER OFFER BY AFFILIATE OF ICAHN EXTENDED MOUNT KISCO, N.Y., DECEMBER 14, 1998 - Carl C. Icahn announced today that his affiliate, Leyton LLC, a Delaware limited liability company (the "Purchaser"), has extended the expiration date of its offer (the "Offer) to purchase up to ten million Depositary Units of American Real Estate Partners, L.P. (NYSE: ACP), a Delaware limited partnership (the "Partnership"), to 12:00 midnight, New York City time, on Monday, December 28, 1998. The Offer was previously scheduled to expire at midnight on Friday, December 18, 1998. The Offer is being extended at the request of the Partnership, and in order to allow additional time for Holders of Depositary Units to consider and review Amendment No. 1 to the Schedule 14D- 9 filed on behalf of the Partnership with the Securities and Exchange Commission and mailed to Holders. The Purchaser reported that as of December 11, 1998, approximately 2,519,728 Depositary Units had been tendered to the depositary pursuant to the Offer. For further information, please contact Beacon Hill Partners at (800) 843-8500, which is acting as information agent for the Offer. -----END PRIVACY-ENHANCED MESSAGE-----