UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 24)*
American Real Estate Partners, L.P.
(Name of Issuer)
Depositary Units Representing Limited Partner Interests
(Title of Class of Securities)
029169 10 9
(CUSIP Number)
Marc Weitzen, Esq.
Gordon Altman Weitzen Shalov & Wein LLP
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)
October 26, 1999
(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 ss.ss.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 ss.240.13d-7(b) 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>
SCHEDULE 13D
CUSIP No. 029169 10 9
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Leyton LLC
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
6,568,165
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
6,568,165
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,568,165
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.9%
14 TYPE OF REPORTING PERSON*
OO
<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*
WC
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
32,393,971
8 SHARED VOTING POWER
6,568,165
9 SOLE DISPOSITIVE POWER
32,393,971
10 SHARED DISPOSITIVE POWER
6,568,165
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
38,962,136
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
82.5%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 029169 10 9
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Beckton Corp.
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
38,962,136
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
38,962,136
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
38,962,136
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)
82.5%
14 TYPE OF REPORTING PERSON*
CO
<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
38,962,136
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
38,962,136
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
38,962,136
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)
82.5%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
SCHEDULE 13D - Amendment No. 24
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, Amendment No. 7, dated July 29, 1994, Amendment No. 8,
dated April 13, 1994, Amendment No. 9, dated August 30, 1995, Amendment No. 10,
dated September 14, 1995, Amendment No. 11, dated January 19, 1996, Amendment
No. 12, dated January 22, 1996, Amendment No. 13, dated March 8, 1996, Amendment
No. 14, dated June 21, 1996, Amendment No. 15 dated September 18, 1996,
Amendment No. 16, dated January 2, 1997, Amendment No. 17, dated July 23, 1997,
Amendment No. 18, dated September 25, 1997, the Tender Offer Statement on
Schedule 14D-1 originally filed with the SEC on November 28, 1998 by Leyton LLC
("Leyton"), High Coast Limited Partnership ("High Coast"), Beckton Corp.
("Beckton") and Carl C. Icahn (Amendment No. 20 to Schedule 13-D), as amended by
Amendment No. 1 filed on December 14, 1998 (Amendment No. 21 to Schedule 13-D),
Amendment No. 2 filed on December 29, 1998 (Amendment No. 22 to Schedule 13-D),
and Amendment No. 3 filed on December 31, 1998 (Amendment No. 23 to Schedule
13-D), is hereby 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 Registrants' prior statements on
Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration
The aggregate purchase price of the 878,927 depositary units
representing limited partnership interests in the Issuer (the "Depositary
Units") and being reported herein as purchased by High Coast was $6,701,818.38
(including commissions). The source of funds for the purchase of Depositary
Units was working capital of High Coast.
Item 5. Interest in Securities of the Issuer
Item 5 is hereby amended and restated as follows:
As of the close of business on October 26, 1999, Registrants
may be deemed to beneficially own, in the aggregate, 38,962,136 Depositary
Units, representing approximately 82.5% of the Issuer's outstanding Depositary
Units and 6,974,167 Preferred Units, representing approximately 86.5% of
Issuer's outstanding Preferred Units.
Leyton is the direct beneficial owner of 6,568,165 of such
Depositary Units. The number of Depositary Units directly beneficially owned was
earlier reported to be 6,597,666 (see Amendment No. 23). Due to the failure of
certain tendering shareholders to tender their units, a total of 6,568,165 units
were validly tendered and not withdrawn pursuant to the Offer.
High Coast is the direct beneficial owner of 32,393,971 of
such Depositary Units and may be deemed to indirectly beneficially own the
Depositary Units which Leyton directly beneficially owns. High Coast disclaims
beneficial ownership of the Depositary Units owned directly by Leyton for all
other purposes.
Beckton may be deemed to indirectly beneficially own the
Depositary Units which High Coast and Leyton directly beneficially own. Beckton
disclaims beneficial ownership of the Depositary Units for all other purposes.
Carl C. Icahn may be deemed to indirectly beneficially own the
Depositary Units which Beckton, High Coast and Leyton directly beneficially own.
Mr. Icahn disclaims beneficial ownership of the 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.
<PAGE>
The following table sets forth all purchases with respect to
the Depositary Units effected during the past sixty (60) days by the
Registrants. Each transaction set forth below represents a purchase by High
Coast in the open market.
TRANSACTIONS DATE PRICE PER DEPOSITARY UNIT ($) NUMBER OF DEPOSITARY UNITS
- ----------------- ----------------------------- --------------------------
10/20/99 7.625 193,450
10/26/99 7.625 685,477
Item 7. Material to Be Filed as Exhibits
Exhibit 1. Joint Filing Agreement, dated November 2, 1999.
<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: November 2, 1999
LEYTON LLC
By: High Coast Limited Partnership
Its: Member
By: /s/ Edward E. Mattner
Name: Edward E. Mattner
Title: President, Treasurer and Secretary
HIGH COAST LIMITED PARTNERSHIP
By: Beckton Corp.
Its: General Partner
By: /s/ Edward E. Mattner
Name: Edward E. Mattner
Title: President, Treasurer and Secretary
BECKTON CORP.
By: /s/ Edward E. Mattner
Name: Edward E. Mattner
Title: President, Treasurer and Secretary
CARL C. ICAHN
/s/ Carl C. Icahn
Carl C. Icahn
[Signature Page for AREP 13D Amendment No. 24]
<PAGE>
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 statements on Schedule 13D (including amendments thereto) with
respect to the tender offer for depositary units representing limited partner
interests in AMERICAN REAL ESTATE PARTNERS, L.P., 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 2nd day of November, 1999.
LEYTON LLC
By: High Coast Limited Partnership
Its: Member
By: Beckton Corp.
Its: General Partner
By: /s/ Edward E. Mattner
Name: Edward E. Mattner
Title: President
HIGH COAST LIMITED PARTNERSHIP
By: Beckton Corp.
Its: General Partner
By: /s/ Edward E. Mattner
Name: Edward E. Mattner
Title: President
BECKTON CORP.
By: /s/ Edward E. Mattner
Name: Edward E. Mattner
Title: President
/s/ Carl C. Icahn
Carl C. Icahn
[Signature Page for AREP 13D Amendment No. 24]
