UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.1)*
Stratosphere Corporation
(Name of Issuer)
Common Shares
(Title of Class of Securities)
863106 308
(CUSIP Number)
Marc Weitzen, Esq.
General Counsel
Icahn Associates Corp.
and affiliated companies
767 Fifth Avenue, 47th floor
New York, New York 10153
(212) 702-4300
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
April 25, 2000
(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 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 Rule 13d-7 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. 863106 308
1 NAME OF REPORTING PERSON
Nybor 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*
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
783,320
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
783,320
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
783,320
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
38.6%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 863106 308
1 NAME OF REPORTING PERSON
Starfire Holding Corporation
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*
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
0
8 SHARED VOTING POWER
783,320
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
783,320
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
783,320
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
38.6%
14 TYPE OF REPORTING PERSON*
CO
<PAGE>
SCHEDULE 13D
CUSIP No. 863106 308
1 NAME OF REPORTING PERSON
American Real Estate Holdings 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*
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
1,035,280
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
1,035,280
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,035,280
12 CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* //
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
51.00%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 863106 308
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*
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
0
8 SHARED VOTING POWER
1,035,280
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
1,035,280
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,035,280
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
51.00%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 863106 308
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*
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
0
8 SHARED VOTING POWER
1,035,280
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
1,035,280
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,035,280
12 CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* //
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
51.00%
14 TYPE OF REPORTING PERSON*
CO
<PAGE>
SCHEDULE 13D
CUSIP No. 863106 308
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*
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
0
8 SHARED VOTING POWER
1,035,280
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
1,035,280
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,035,280
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
51.00%
14 TYPE OF REPORTING PERSON*
CO
<PAGE>
SCHEDULE 13D
CUSIP No. 863106 308
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*
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
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
1,818,600
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
1,818,600
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,818,600
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
89.6%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
SCHEDULE 13D
Item 1. Security and Issuer
The Schedule 13D filed with the U.S. Securities and Exchange Commission
on October 26, 1998 by the Registrants, relating to the common stock, par value
$0.01 per share ("Shares"), of Stratosphere Corporation, a Delaware corporation
("Issuer"), is amended to furnish the additional information set forth herein.
All capitalized terms contained herein but not otherwise defined shall have the
meaning ascribed to such terms in the previously filed statement on Schedule
13D.
Item 2. Identity and Background
Item 2 is hereby amended and restated as follows:
The persons filing this statement are Nybor Limited Partnership, a
Delaware limited partnership ("High River"), Starfire Holding Corporation, a
Delaware corporation ("Starfire"), American Real Estate Holdings L.P., a
Delaware limited partnership ("AREH"), American Real Estate Partners, L.P., a
Delaware limited partnership ("AREP"), American Property Investors, Inc., a
Delaware corporation ("American Property"), Beckton Corp., a Delaware
corporation ("Beckton") and Carl C. Icahn, a citizen of the United States of
America (collectively, the "Registrants"). The principal business address and
the address of the principal office of the Registrants is 100 South Bedford
Road, Mount Kisco, New York 10549, with the exception of Carl C. Icahn, whose
principal business address is c/o Icahn Associates Corp., 767 Fifth Avenue, 47th
Floor, New York, New York 10153.
Starfire is the sole general partner of Nybor and is 100 percent owned
by Carl C. Icahn. American Property is the general partner of both AREH and AREP
and AREP is a limited partner of AREH owning 99% percent of the limited
partnership interests therein. American Property is 100 percent owned by Beckton
which is 100 percent owned by Carl C. Icahn.
Nybor is primarily engaged in the business of holding and investing in
securities. Carl C. Icahn's present principal occupation or employment is acting
as President and Director of Starfire, and as the Chairman of the Board and
Director of various of Starfire's subsidiaries, including ACF Industries,
Incorporated, a New Jersey corporation ("ACF"). Starfire is primarily engaged in
the business of holding, either directly or through its subsidiaries, a majority
of the common stock of ACF. ACF is primarily engaged in the business of leasing,
selling and manufacturing railroad freight and tank cars. AREP is a limited
partnership primarily engaged in the business of acquiring and managing real
estate investments. AREP's business is conducted through a subsidiary limited
partnership, AREH, in which AREP owns a 99% limited partnership interest.
American Property is primarily engaged in the business of acting as the general
partner for AREH and AREP. Beckton is primarily engaged in the business of
wholly owning American Property, which is wholly-owned by Carl C. Icahn.
<PAGE>
The name, citizenship, present principal occupation or employment and
business address of each director and executive officer of Starfire, American
Property and Beckton is set forth in Schedule A attached hereto.
Carl C. Icahn is the sole stockholder and director of each Starfire and
Beckton. As such, Mr. Icahn is in a position directly and indirectly to
determine the investment and voting decisions made by the Registrants.
Neither Nybor, Starfire, AREH, AREP, American Property, Beckton, Mr.
Icahn nor any executive officer or director of any of the Registrants, 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 4. Purpose of Transaction
Item 4 is hereby amended to add the following:
On April 25, 2000, Mr. Icahn, on behalf of himself and his affiliated
entities, sent the Board of Directors of Issuer an offer to acquire the balance
of Stratosphere not owned by Registrants, which offer is attached hereto as
Exhibit 2. The offer contemplates that the acquisition transaction would be a
merger of an entity owned by Registrants into Issuer. If accepted, stockholders
of Issuer, other than Registrants, would receive cash for their shares on the
basis of an equity value for Issuer of $90 million, or approximately $ 44.35 per
share. Registrants would own 100% of Issuer after the merger. There is no
assurance that Mr. Icahn's offer will be accepted, or if accepted, whether a
transaction will ultimately result.
In connection with the proposed expansion of the Issuer's facility, Mr.
Icahn is considering having one or more of his controlled entities make, subject
to approval of the Board of Directors of Issuer, a bridge loan to Issuer to
finance the construction until other financing can be arranged. The bridge loan,
if made, would be on terms and conditions which would be intended to approximate
financing that would be no less favorable to Issuer than could be obtained by
Issuer from other sources. There is no assurance that any such financing by
entities affiliated with Registrants will be consummated.
Item 5. Interest in Securities of the Issuer
Item 5 is hereby amended and restated as follows:
(a) As of the close of business on April 25, 2000, Registrants may be
deemed to beneficially own, in the aggregate, 1,818,600 Shares, representing
approximately 89.6% of the Issuer's outstanding Shares (based upon the 2,030,000
Shares stated to be outstanding as of March 13, 2000 in Form 10K filed by Issuer
with the Securities and Exchange Commission on March 24, 2000).
<PAGE>
(b) Nybor has sole voting power and sole dispositive power with regard
to 783,320 Shares. Starfire has shared voting power and shared dispositive power
with regard to 783,320 Shares. AREH has sole voting power and sole dispositive
power with regard to 1,035,280. AREP has shared voting power and shared
dispositive power with regard to 1,035,280 shares. American Property has shared
voting power and shared dispositive power with regard to 1,035,280 shares.
Beckton has shared voting power and shared dispositive power with regard to
1,035,280 shares. Carl C. Icahn has shared voting power and shared dispositive
power with regard to 1,818,600 Shares.
Starfire and Mr. Icahn, by virtue of their relationships to Nybor (as
disclosed in Item 2), may be deemed to beneficially own (as that term is defined
in Rule 13d-3 under the Act) the Shares which Nybor directly beneficially owns.
Each of Starfire and Mr. Icahn disclaims beneficial ownership of such Shares for
all other purposes. Beckton, American Property, AREP and Mr. Icahn, by virtue of
their relationships 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
Shares which AREH beneficially owns. Each of Beckton, American Property, AREP
and Mr. Icahn disclaims beneficial ownership of such Shares for all other
purposes.
(c) See Item 6, which is incorporated herein by reference, for all
transactions with respect to Shares effected from October 27, 1998 through April
25, 2000 by any of the Registrants.
Item 6. Contracts, Arrangements, Understandings or Relationship with
Respect to Securities of the Issuer
Item 6 is hereby amended to add the following:
On October 4, 1999, AREH repurchased 985,280 Shares from Nevar LLC
pursuant to the Repurchase Agreement.
On March 24, 2000, AREH acquired 50,000 Shares from Nybor for a price
of $1,970,433.30, or $39.41 per share.
Item 7. Material to be Filed as Exhibits
1. Joint Filing Agreement of the Registrants
2. Letter of Carl C. Icahn, dated April 25, 2000
<PAGE>
SIGNATURE
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: April 25, 2000
NYBOR LIMITED PARTNERSHIP
By: STARFIRE HOLDING CORPORATION,
General Partner
By: /s/ Carl C. Icahn
Name: Carl C. Icahn
Title: President
STARFIRE HOLDING CORPORATION
By: /s/ Carl C. Icahn
Name: Carl C. Icahn
Title: President
American Real Estate Holdings L.P.
By: American Property Investors, Inc.,
General Partner
By: /s/ Carl C. Icahn
Name: Carl C. Icahn
Title: Director, Chairman of the Board
[Signature Page of Amendment No. 1 to Schedule 13D with respect to
Stratosphere Corporation]
<PAGE>
American Real Estate Partners, L.P.
By: American Property Investors, Inc.,
General Partner
By: /s/ Carl C. Icahn
Name: Carl C. Icahn
Title: Director, Chairman of the Board
American Property Investors, Inc.
By: /s/ Carl C. Icahn
Name: Carl C. Icahn
Title: Director, Chairman of the Board
Beckton Corp.
By: /s/ Carl C. Icahn
Name: Carl C. Icahn
Title: Sole Director, Chairman of the Board
/s/ Carl C. Icahn
Carl C. Icahn
[Signature Page of Amendment No. 1 to Schedule 13D with respect to
Stratosphere Corporation]
<PAGE>
SCHEDULE A
DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANTS
Name, Business Address and Principal Occupation of Each Director of
Starfire, American Property and Beckton.
The following sets forth the name, position, and principal occupation
of each executive officer of American Property, Beckton and Starfire. Each such
person is a citizen of the United States of America. Except as otherwise
indicated, the business address of each director and officer is c/o Icahn
Associates Corp., 767 Fifth Avenue, 47th Floor, New York, New York 10153. To the
best of Registrants' knowledge, except as set forth in this statement on
Schedule 13D, none of the directors or executive officers of the Registrants own
any shares of the Issuer.
<TABLE>
<S> <C> <C> <C>
Starfire Holding Corporation
Name Position
Carl C. Icahn Director, President and Secretary
American Property Investors, Inc.
Name Position Business Address
Carl C. Icahn Director, Chairman of the Board
William A. Director American Real Estate Partners
Leidesdorf 100 South Bedford Road
Mt. Kisco, NY 10549
Jack G. Wasserman Director Wasserman, Schneider & Babb
111 Broadway
19th Floor
New York, NY 10006
John P. Saldarelli Vice President, American Real Estate Partners
Secretary and 100 South Bedford Road
Treasurer Mt. Kisco, NY 10549
<PAGE>
H.J. Gerard Vice President and American Real Estate Partners
Controller 100 South Bedford Road
Mt. Kisco, NY 10549
Martin Hirsch Vice President and American Real Estate Partners
Assistant Secretary 100 South Bedford Road
Mt. Kisco, NY 10549
Gail Golden Assistant Secretary
Beckton Corp.
Name Position
Carl C. Icahn Director, Chairman
of the Board, President and Secretary
Robert J. Mitchell Vice President and Treasurer
</TABLE>
<PAGE>
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) 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, par value $.01 per share, of Stratosphere
Corporation, 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 25th day of
April, 2000.
NYBOR LIMITED PARTNERSHIP
By: Starfire Holding Corporation,
General Partner
By: /s/ Carl C. Icahn
Name: Carl C. Icahn
Title: President
STARFIRE HOLDING CORPORATION
By: /s/ Carl C. Icahn
Name: Carl C. Icahn
Title: President
American Real Estate Holdings L.P.
By: American Property Investors, Inc.,
General Partner
By: /s/ Carl C. Icahn
Name: Carl C. Icahn
Title: Director, Chairman of the Board
[Joint Filing Agreement for Amendment No. 1 to Schedule 13D with respect to
Stratosphere Corporation]
<PAGE>
American Real Estate Partners, L.P.
By: American Property Investors, Inc.,
General Partner
By: /s/ Carl C. Icahn
Name: Carl C. Icahn
Title: Director, Chairman of the Board
American Property Investors, Inc.
By: /s/ Carl C. Icahn
-----------------
Name: CARL C. ICAHN
Title: Director, Chairman of the Board
Beckton Corp.
By: /s/ Carl C. Icahn
-----------------
Name: CARL C. ICAHN
Title: Sole Director, Chairman of the Board
/s/ Carl C. Icahn
Carl C. Icahn
[Joint Filing Agreement for Amendment No. 1 to Schedule 13D with respect to
Stratosphere Corporation]
<PAGE>
EXHIBIT 2
[Letterhead of Carl C. Icahn]
April 25, 2000
Board of Directors
Stratosphere Corporation
2000 Las Vegas Boulevard So.
Las Vegas, Nevada 89104
Gentlemen:
As you know, I am the owner of Nybor Limited Partnership, a limited
partnership formed under the laws of the State of Delaware, and am the
controlling person of American Real Estate Holdings LP ("AREH"), a limited
partnership formed under the laws of the State of Delaware, which together own
approximately 89.5% of the issued and outstanding stock of Stratosphere
Corporation ("Stratosphere").
By this letter, I am proposing that Stratosphere agree with Nybor and
AREH to enter into a transaction pursuant to which a newly-formed Delaware
Corporation, whose outstanding stock would be owned by Nybor and by AREH, would
be merged with an into Stratosphere. As a result of the merger, AREH and Nybor
would be the only two stockholders of the surviving corporation, which would be
Stratosphere. The existing stockholders of Stratosphere would receive cash in
respect of the Stratosphere shares which they now own, on a basis that would
value 100% of Stratosphere at $90 million. I believe that you will find that a
$90 million valuation of Stratosphere would be fair and equitable for all
Stratosphere stockholders.
As I envision the transaction, there would be a vote of stockholders of
Stratosphere to approve the merger after the Board of Directors of Stratosphere
recommends it to the stockholders. I am advised that stockholders of
Stratosphere who wish to dissent from the transaction may do so under Section
262 of the General Corporation Law of the State of Delaware.
Should the foregoing be acceptable to you please so indicate in the
space provided below and return it to me. If the terms set forth in this letter
meet with your approval, we should then instruct our respective attorneys to
begin prepare the necessary documentation so that the transaction can move
forward. This letter, even if executed by you shall not constitute a binding
agreement between us, as it is intended merely as an expression of our
intentions. No agreement shall exist between us regarding the proposed
transaction prior to the execution of documents agreeable to each of us.
Very truly yours,
/s/ Carl C. Icahn
Carl C. Icahn
Agreed and Accepted By:
- -----------------------
