SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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)
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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)
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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)
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Calculation of Filing Fee
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Transaction Amount of
Valuation*: $105,000,000 Filing Fee: $21,000
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*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
<PAGE>
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.
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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]
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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(a)(9) Press Release, dated December 14, 1998
<PAGE>
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.
