UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
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)
April 12, 1995
(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).
<PAGE>
<PAGE>
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
11,689,896
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
11,689,896
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,689,896
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45.5%
14 TYPE OF REPORTING PERSON*
PN<PAGE>
<PAGE>
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
11,689,896
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
11,689,896
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,689,896
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)
45.5%
14 TYPE OF REPORTING PERSON*
CO<PAGE>
<PAGE>
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
11,689,896
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
11,689,896
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,689,896
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)
45.5%
14 TYPE OF REPORTING PERSON*
IN<PAGE>
<PAGE>
SCHEDULE 13D - Amendment No. 8
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 and Amendment No. 7 dated July 29, 1994 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 Icahn Group's prior statements on Schedule 13D.
Item 2. Identity and Background
Item 2 is hereby amended and restated as follows:
The persons filing this statement are High Coast Limited
Partnership, a Delaware limited partnership ("High Coast"), American
Property Investors, Inc., a Delaware corporation ("API") and Carl C. Icahn,
a citizen of the United States of America ("Icahn" and collectively with
High Coast and API, "Registrants"). The principal business address and the
address of the principal office of each of High Coast and API is 90 South
Bedford Road, Mount Kisco, New York 10549. The principal business address
and the address of the principal office of Mr. Icahn is 100 South Bedford
Road, Mount Kisco, New York 10549.
API is the general partner of High Coast and the general partner
of American Real Estate Partners, L.P. ("AREP"). Mr. Icahn is the sole
stockholder, Chairman of the Board and a Director of API. As such, Mr.
Icahn is in a position directly and indirectly to determine the investment
and voting decisions made by Registrants.
Registrants may be deemed to be a "group" within the meaning of
Rule 13d-5 promulgated under the Securities Exchange Act of 1934, as
amended (the "Act").
High Coast is primarily engaged in the business of holding
depositary units representing limited partner interests in AREP. API is
primarily engaged in the business of acting as general partner of each of
High Coast and AREP, and in such capacity, API conducts the business of
each of High Coast and AREP. Mr. Icahn's present principal occupation or
employment is acting as Chairman of the Board of ACF.
The name, present principal occupation or employment and business
address of each director and executive officer of API is set forth on
Schedule A attached hereto.
Neither High Coast, API, Mr. Icahn nor any director or executive
officer of API has, during the past five years, (a) been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors),
or (b) been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state
securities laws or a finding of any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 is hereby amended to add the following:
The aggregate purchase price of the 10,324,128 depositary units
representing limited partner interests in AREP (the "Depositary Units")
purchased by High Coast is $77,430,960.00. The source of funds for the
Depositary Units is contributions by each of ACF, a limited partner of High
Coast and Tortoise Corp., a New York corporation and a limited partner of
High Coast ("Tortoise").
Item 4. Purpose of Transaction
Item 4 is hereby amended to add the following:
On February 22, 1995, AREP filed Amendment No. 5 to its
registration statement on Form S-3 with the SEC (the "Registration
Statement") in connection with its proposed rights offering. Pursuant to
the Registration Statement, AREP issued to holders of record of Depositary
Units as of the close of business on February 24, 1995 (the "Record Date")
one transferable subscription right (each, a "Right") for each seven
Depositary Units held. Each Right entitled the holder thereof (the "Rights
Holder") to purchase the following securities: (i) six Depositary Units and
(ii) one 5% cumulative pay-in-kind redeemable preferred unit representing
a limited partner interest in AREP (the "Preferred Units"). The right of
a Rights Holder to acquire six Depositary Units and one Preferred Unit is
referred to as a "Basic Subscription Right." Where less than all of the
Basic Subscription Rights are exercised, each exercising Rights Holder was
entitled to subscribe for all or any portion of the Depositary Units and
Preferred Units which were not otherwise subscribed for by other Rights
Holders (the "Over-Subscription Privilege").
Prior to the rights offering, Registrants held 1,365,768
Depositary Units. Through the exercise of its Basic Subscription Rights,
Registrants subscribed for and purchased 1,170,660 Depositary Units and
195,110 Preferred Units. Pursuant to the Subscription Guaranty Agreement
dated February 22, 1995, Registrants purchased an additional 9,153,468
Depositary Units and 1,525,578 Preferred Units.
Registrants have acquired the Depositary Units for investment
purposes and to provide additional capital for AREP. Registrants may
acquire additional Depositary Units as they deem appropriate, whether in
open market purchases, privately negotiated transactions or otherwise.
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 5. Interest in Securities of the Issuer
Item 5(a) is hereby amended and restated as follows:
(a) As of the close of business on April 12, 1995, Registrants
may be deemed to beneficially own in the aggregate 11,689,896 Depositary
Units, representing approximately 45.5% of AREP's outstanding Depositary
Units. High Coast is the direct beneficial owner of such Depositary Units.
API (by virtue of its relationship to High Coast, as disclosed in
Item 2) may be deemed to beneficially own (as that term is defined in Rule
13d-3 under the Act), the Depositary Units which High Coast directly
beneficially owns. API disclaims beneficial ownership of the Depositary
Units for all other purposes.
Mr. Icahn (by virtue of his relationship to the other
Registrants, as disclosed in Item 2) may be deemed to beneficially own (as
that term is defined in Rule 13d-3 under the Act), the Depositary Units
which High Coast directly beneficially owns. Mr. Icahn disclaims
beneficial ownership of such Depositary Units for all other purposes.
Registrants may be deemed to beneficially own the Depositary
Units held of record by API Nominee Corp. but Registrants disclaim
beneficial ownership of all such Depositary Units.
To the best of Registrants' knowledge, except as set forth
herein, none of the directors nor executive officers of API beneficially
owns any Depositary Units, with the exception of William A. Leidesdorf who
beneficially owns 7,000 Depository Units.
Item 5(b) is hereby amended and restated as follows:
(b) High Coast has the sole power to vote or to direct the vote
and to dispose or to direct the disposition of Depositary Units which it
directly beneficially owns. Each of API and Mr. Icahn may be deemed to
share with High Coast the power to vote or to direct the vote and to
dispose or to direct the disposition of Depositary Units which High Coast
directly beneficially owns.
Item 5(c) is hereby amended and restated as follows:
On March 24, 1995, API transferred all of the Depository Units it
owned to High Coast.
The following table sets forth all purchases with respect to the
Depositary Units effected during the past sixty (60) days by the persons
named in Item 5(a) above. Each transaction set forth below reflects a
purchase by High Coast effected in accordance with the Registration
Statement.
<TABLE>
<CAPTION>
PRICE PER NUMBER OF
TRANSACTION DATE DEPOSITARY UNIT ($) DEPOSITARY UNITS
<S> <C> <C>
3/27/95 $7.50 1,170,660
4/12/95 $7.50 9,153,468
</TABLE>
Item 5(d) is hereby amended and restated as follows:
(d) No other person has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, any
Depositary Units which Registrants may be deemed to beneficially own.
Item 5(e) is hereby amended and restated as follows:
(e) On March 23, 1995, Unicorn transferred all of the Depositary
Units directly owned by it to Chelonian Corp., a New York corporation,
which transferred the Depositary Units to Tortoise, which transferred the
Depositary Units to High Coast. As a result of such transfers, the
following entities ceased to be beneficial owners of more than five percent
of the Depository Units on March 23, 1995: Unicorn, ACF, ACF Industries
Holding Corp., a Delaware corporation, Highcrest Investors Corp., a
Delaware corporation and IHC.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer
Item 6 is hereby amended to add the following:
Registrants are party to an Amended Joint Filing Agreement, a
copy of which is attached hereto as Exhibit 1, with respect to the filing
of this statement and amendments thereto.
High Coast intends to pledge the Depositary Units it owns as
collateral for a loan to be made by a lender to Tortoise.
In consideration of the subscription guaranty granted pursuant to
the Subscription Guaranty Agreement, High Coast has been granted two demand
and unlimited piggyback registration rights with respect to the Depositary
Units.
Under Section 10(a) of Amendment No. 1 to the Amended and
Restated Agreement of Limited Partnership of AREP, dated as of February 22,
1995 (the "Partnership Agreement"), if a distribution is not declared and
made to the record holders of Preferred Units of AREP on any two Payment
Dates (as defined in the Partnership Agreement), the record holders of more
than fifty percent of all outstanding Preferred Units, including API,
voting as a class, shall be entitled to appoint two nominees for election
to the Board of Directors of API. Pursuant to a letter agreement dated
February 24, 1995, a copy of which is attached hereto as Exhibit 2 and
which is hereby incorporated by reference, Mr. Icahn has agreed, as the
sole shareholder of API, to elect the two nominees selected by such record
holders to the Board of Directors of API.
Item 7. Material to Be Filed as Exhibits
Item 7 is hereby amended to add the following:
Exhibit 1 Amended Joint Filing Agreement, dated April 12,
1995
Exhibit 2 Letter Agreement dated February 24, 1995<PAGE>
<PAGE>
Schedule A
Name, Business Address and Principal
Occupation or Employment of Each Executive
Officer and Director of American Property
Investors, Inc. ("API")
------------------------------------------
The following sets forth the name, business address and principal
occupation or employment of each executive officer and director of API.
Each such person is a citizen of the United States of America. To the best
of Registrants' knowledge, except as set forth in this statement on
Schedule 13D, none of the executive officers or directors of API owns any
Depositary Units of American Real Estate Partners, L.P.
NAME BUSINESS ADDRESS POSITION
- ----------------- --------------------- ------------------
Carl C. Icahn 100 South Bedford Rd. Chairman of the
Mount Kisco, N.Y. 10549 Board and Director
Alfred D. Kingsley Greenway Partners, L.P. Director
277 Park Avenue, 27th Fl.
New York, N.Y. 10017
William A. Leidesdorf RFG Financial Director
767 Fifth Avenue, 28th Fl.
New York, N.Y. 10153
Jack G. Wasserman Wasserman Schneider & Babb Director
90 John Street, 7th Fl.
New York, N.Y. 10038
Mark H. Rachesky 100 South Bedford Rd. Director and Vice
Mount Kisco, N.Y. 10549 President
John P. Saldarelli 90 South Bedford Rd. Vice President,
Mount Kisco, N.Y. 10549 Secretary and
Treasurer
Henry J. Gerard 90 South Bedford Rd. Vice President and
Mount Kisco, N.Y. 10549 Controller
Martin L. Hirsch 90 South Bedford Rd. Vice President
Mount Kisco, N.Y. 10549<PAGE>
<PAGE>
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: April 12, 1995
HIGH COAST LIMITED PARTNERSHIP
By: American Property Investors, Inc.
Its: General Partner
By: /s/ Mark Rachesky
Mark Rachesky
Vice President
AMERICAN PROPERTY INVESTORS
By: /s/ Marc Rachesky
Mark Rachesky
Vice President
CARL C. ICAHN
/s/ Carl C. Icahn
[Signature Page for AREP 13D]
<PAGE>
EXHIBIT 1
AMENDED 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 13D (including amendments
thereto) with respect to the depository units representing
limited partner interests in American Real Estate Partners,
L.P. and further agree that this Amended Joint Filing
Agreement be included as an Exhibit to such joint filings.
In evidence thereof, the undersigned, being duly authorized,
have executed this Amended Joint Filing Agreement this 12th
day of April, 1995.
HIGH COAST LIMITED PARTNERSHIP
By: American Property Investors, Inc.
Its: General Partner
By: /s/ Mark Rachesky
Vice President
AMERICAN PROPERTY INVESTORS, INC.
By: /s/ Mark Rachesky
Vice President
CARL C. ICAHN
/s/ Carl C. Icahn
[Amended Joint Filing Agreement for AREP
13D - Amend. No.8]
<PAGE>
Exhibit 2
CARL C. ICAHN
100 SOUTH BEDFORD ROAD
MT. KISCO, NEW YORK 10549
February 24, 1995
American Real Estate
Partners, L.P.
90 South Bedford Road
Mt. Kisco, New York 10549
RE: Nomination of Additional Directors
Gentlemen:
Under Section 10(a) of amendment No. 1 to the
Amended and Restated Agreement of Limited Partnership of
American Real Estate Partners, L.P., dated as of February
22, 1995 (the "Partnership Agreement"), if a distribution is
not declared and made to Record Holders of Preferred Units
on any two Payment Dates (which Payment Dates need not be
consecutive), the Record Holders of more than 50% of all
outstanding Preferred Units, including American Property
Investors, Inc. (the "General Partner") and its affiliates,
voting as a class, shall be entitled to appoint two nominees
for election to the board of Directors of the General
Partner. As the sole shareholder of the General Partner,
the undersigned hereby agrees to elect to the Board of
Directors of the General Partner the two nominees selected
by such Record Holders, such nominees to serve for such term
and with such powers as set forth in the Partnership
Agreement.
This Agreement shall be governed by and construed
in accordance with the laws of the state of Delaware. Terms
used herein and not otherwise defined herein shall have the
meanings ascribed to them in the Partnership Agreement.
Sincerely,
/s/ Carl C. Icahn
Carl C. Icahn
[API Preferred Unit Board Nominees]
