UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of
Report (Date of Earliest Event Reported): January 11, 2007
American
Real Estate Partners, L.P.
(Exact
name of registrant as specified in its charter)
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Delaware
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1-9516
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13-3398766
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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767
Fifth Avenue, Suite 4700, New York, NY 10153
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(Address
of principal executive offices) (Zip
Code)
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Registrant’s
telephone number, including area code: (212)
702-4300
(Former
name or former address, if changed since last report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
| o |
Written
communication pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Section
7 - Regulation FD.
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Item
7.01. Regulation FD
Disclosure.
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The
following information was provided in an offering memorandum related to the
private placement of $300 million aggregate principal amount of our 7 1/8%
senior notes due 2013. The private placement is expected to close on January
17,
2007.
Mr.
Carl
C. Icahn has proposed that we acquire his interests in American Railcar, Inc.,
or ARI, and Philip Services Corporation. A committee of independent directors
of
the board has been formed to consider the proposals. The committee is in the
process of engaging counsel and financial advisers. No agreement has been
reached as to price or terms. Any acquisition would be subject to, among other
things, the negotiation, execution and closing of a definitive agreement and
the
receipt of a fairness opinion. We continuously identify, evaluate and engage
in
discussions concerning potential investments and acquisitions, including
potential investments in and acquisitions of affiliates of Mr. Icahn. There
cannot be any assurance that the current proposals or any other potential
transactions that we consider will be completed. ARI is a publicly traded
company that is primarily engaged in the business of manufacturing covered
hoppers and tank railcars. Philip is an industrial services company that
provides industrial outsourcing, environmental services and metal services
to
major industry sectors throughout North America.
The
notes
have not been registered under the Securities Act of 1933 or applicable state
securities laws and may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements
of
the Securities Act of 1933 and applicable state securities laws.
Section
8 - Other Events
Item
8.01. Other Events.
On
January 11, 2007, the Company issued a press release, a copy of which is
furnished as Exhibit 99.1.
Section
9 - Financial Statements and Exhibits
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
Exhibit
99.1
- Press
release dated January 11, 2007.
[remainder
of page intentionally left blank; signature page follows]
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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AMERICAN
REAL ESTATE PARTNERS, L.P.
(Registrant)
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By:
American
Property Investors, Inc.
General
Partner
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| By: | /s/ Hillel Moerman | |
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Hillel
Moerman
Chief
Financial Officer
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Date: January
11, 2007
EXHIBIT
99.1
FOR
IMMEDIATE RELEASE
American
Real Estate Partners, L.P. Announces Private Placement
New
York,
New York, January 11, 2007 — American Real Estate Partners, L.P. (NYSE:ACP)
(“AREP”) announced today that it will issue in a private placement $300 million
aggregate principal amount of its 7 1/8% senior notes due 2013. The private
placement is expected to close on January 17, 2007.
AREP,
a
master limited partnership, is a diversified holding company involved in a variety of
businesses. AREP’s businesses currently include gaming, real estate and
textiles. To learn more about AREP, please visit www.arep.com.
The
notes
have not been registered under the Securities Act of 1933 or applicable state
securities laws and may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements
of
the Securities Act of 1933 and applicable state securities laws.
This
release contains certain “forward-looking statements” within the meaning of the
Private Securities Litigation Reform Act of 1995, many of which are beyond
our
ability to control or predict. Forward-looking statements may be identified
by
words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,”
“estimates,” “will” or words of similar meaning and include, but are not limited
to, statements about the expected future business and financial performance
of
AREP and its subsidiaries. AREP undertakes no obligation to publicly update
or
review any forward-looking information, whether as a result of new information,
future developments or otherwise.
For
further information, please contact:
Keith
Meister
Vice
Chairman and Principal Executive Officer
American
Real Estate Partners, L.P.
(212)
702-4300