Tender-Offer Statement — Third-Party Tender Offer — Schedule 14D-1
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 14D1 Tender-Offer Statement -- Third-Party Tender Offer 11 38K
2: EX-1.(A) Exhibit (A)(1) 91 443K
3: EX-2.(A) Exhibit (A)(2) 15 64K
4: EX-3.(A) Exhibit (A)(3) 4 14K
5: EX-4.(A) Exhibit (A)(4) 3 13K
6: EX-5.(A) Exhibit (A)(5) 2 14K
7: EX-6.(A) Exhibit (A)(6) 4 17K
8: EX-7.(A) Exhibit (A)(7) 4 15K
9: EX-8.(A) Exhibit (A)(8) 1 7K
10: EX-8.(C)1 Exhibit (C)(1) 4 17K
EX-7.(A) — Exhibit (A)(7)
| EX-7.(A) | 1st Page of 4 | TOC | ↑Top | Previous | Next | ↓Bottom | Just 1st |
|---|
Exhibit (a)(7)
This announcement is neither an offer to purchase nor a solicitation of an offer
to sell Units. The Offer is being made solely by the Offer to Purchase of Leyton
LLC, dated November 20, 1998, and the related Letter of Transmittal and is not
being made to, nor will tenders be accepted from or on behalf of, Holders
residing in any jurisdiction in which making or accepting the Offer would
violate that jurisdiction's laws. In those jurisdictions where the securities,
blue sky or other laws require the Offer to be made by a licensed broker or
dealer, the Offer shall be made on behalf of Leyton LLC, if at all, only by one
or more registered brokers or dealers licensed under the laws of such
jurisdiction.
Notice of Offer to Purchase for Cash
Up to Ten Million Depositary Units
Representing Limited Partner Interests
in
AMERICAN REAL ESTATE PARTNERS, L.P.
at
$10.50 Net Per Unit
by
LEYTON LLC
Leyton LLC (the "Purchaser"), a limited liability company affiliated
with Carl C. Icahn, is offering to purchase up to 10 million depositary units
representing limited partner interests in American Real Estate Partners, L.P., a
Delaware limited partnership (the "Partnership"), at a purchase price (the
"Purchase Price") of $10.50 per Unit, net to the seller in cash, without
interest thereon, upon the terms and subject to the conditions set forth in the
Purchaser's Offer to Purchase dated November 20, 1998 (the "Offer to Purchase"),
and in the Letter of Transmittal (which, together with any supplements or
amendments, constitute the "Offer"). All outstanding depositary units of limited
partner interests in the Partnership are referred to herein as "Units" and the
holders of such Units are referred to herein as "Holders."
==================================================================
THE OFFER, THE WITHDRAWAL RIGHTS AND PRORATION PERIOD WILL
EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON DECEMBER 18,
1998, UNLESS THE OFFER IS EXTENDED.
==================================================================
Mr. Icahn currently owns the general partner of the Partnership and is
the beneficial owner of in excess of 68% of the Units. As a result, Mr. Icahn
may be deemed to control the Partnership.
The Offer will expire at 12:00 midnight, New York City time, on
December 18, 1998, unless and until the Purchaser, in its sole discretion, shall
have extended the period of time for which the Offer is open (such date and
time, as extended, the "Expiration Date").
If the Purchaser makes a material change in the terms of the Offer, or
if it waives a material condition to the Offer, the Purchaser will extend the
Offer and disseminate additional tender offer materials to the extent required
by Rules 14d-4(c) and 14d-6(d) under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). The minimum period during which the Offer must
remain open following any material change in the terms of the Offer, other than
a change in price or a change in percentage of securities sought or a change in
any dealer's soliciting fee, will depend upon the facts and circumstances,
including the materiality of the change. With respect to a change in price or,
subject to certain limitations, a change in the percentage of securities sought
or a change in any dealer's soliciting fee, a minimum of ten business days from
the date of such change is generally required to allow for adequate
dissemination to Holders. Accordingly, if prior to the Expiration Date, the
Purchaser increases (other than increases of not more than two percent of the
outstanding Units) or decreases the number of Units being sought, or increases
or decreases the consideration offered pursuant to the Offer, and if the Offer
is scheduled to expire at any time earlier than the tenth business day from the
date that notice of such increase or decrease is first published, sent or given
to Holders, the Offer will be extended at least until the expiration of such ten
business days. For purposes of the Offer, a "business day" means any day other
than a Saturday, Sunday or a federal holiday and consists of the time period
from 12:01 a.m. through 12:00 midnight, New York City time. The period of time
during which the Offer is open may be extended by the Purchaser, at any time and
from time to time. If the Purchaser extends the Offer, such extension will be
followed by a press release or public announcement thereof, which will be issued
no later than 9:00 a.m., New York City time, on the next business day after the
scheduled Expiration Date.
For purposes of the Offer, the Purchaser will be deemed to have
accepted for payment pursuant to the Offer, and thereby purchased, validly
tendered Units if, as and when the Purchaser gives oral or written notice to the
Depositary of the Purchaser's acceptance of those Units for payment pursuant to
the Offer.
Tenders of Units made pursuant to the Offer are irrevocable, except
that Holders who tender their Units in response to the Offer will have the right
to withdraw their tendered Units at any time prior to the Expiration Date by
sending a written or facsimile transmission notice of withdrawal to the
Depositary (as defined in the Offer to Purchase) at one of its addresses set
forth on the back cover of the Offer to Purchase. Any notice of withdrawal must
specify the name of the person who tendered the Units to be withdrawn, the
number of Units to be withdrawn and the name of the registered holder, if
different from that of the person who tendered such Units. If depositary
receipts evidencing Units to be withdrawn have been delivered or otherwise
identified to the Depositary, then, prior to the physical release of such
depositary receipts, the serial numbers shown on such depositary receipts must
be submitted to the Depositary and the signature(s) on the notice of withdrawal
must be guaranteed by an Eligible Institution (as defined in the Offer to
Purchase), unless such Units have been tendered for the account of an Eligible
Institution. If Units have been tendered pursuant to the procedure for
book-entry transfer as set forth in Section 3 of the Offer to Purchase any
notice of withdrawal must specify the name and number of the account at the
Book-Entry Transfer Facility (as defined in the Offer to Purchase) to be
credited with the withdrawn Units. In addition, tendered Units may be withdrawn
at any
time after January 18, 1999, unless the tender has theretofore been accepted for
payment as provided in the Offer to Purchase.
If tendering Holders tender more than the number of Units that the
Purchaser seeks to purchase pursuant to the Offer, the Purchaser will take into
account the number of Units so tendered and take up and pay for as nearly as may
be pro rata, disregarding fractions, according to the number of Units tendered
by each tendering Holder during the period during which the Offer remains open.
Each of the Tender Offer Documents (as defined below) contains
important information which should be read carefully before any decision is made
with respect to the Offer.
The terms of the Offer are more fully set forth in the Offer to
Purchase with respect to the Offer and the related Letter of Transmittal (the
"Tender Offer Documents"). Questions and requests for assistance or requests for
copies of the Tender Offer Documents may be directed to the Information Agent,
as set forth below, and copies will be furnished promptly at the Purchaser's
expense. No fees or commissions will be payable to brokers, dealers or other
persons for soliciting tenders of Units pursuant to the Offer. The Tender Offer
Documents contain terms and conditions, and the information required by Rule
14d-6(e)(1)(vii) under the Exchange Act, which are incorporated herein by
reference.
The Information Agent for the Offer is:
Beacon Hill Partners, Inc.
90 Broad Street
New York, New York 10004
(212) 843-8500 (Collect)
or
(800) 755-5001 (Toll Free)
November 20, 1998
Dates Referenced Herein and Documents Incorporated by Reference
↑Top
Filing Submission 0000950116-98-002284 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help —
Sun., Apr. 28, 12:20:11.1pm ET 
