Icahn Carl C – ‘SC 14D1/A’ on 12/14/98 re: Icahn Enterprises L.P.

As of:  Monday, 12/14/98   ·   Accession #:  921749-98-229   ·   File #:  5-38593

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Amendment to Tender-Offer Statement — Third-Party Tender Offer   —   Schedule 14D-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 14D1/A   Tender Offer Statement                                 4     17K 
 2: EX-99       Tender Offer by Affiliate                              1      6K 

SC 14D1/A   —   Tender Offer Statement
Document Table of Contents

SC 14D1/A
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 -------------------------------------------------------------
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)
--------------------------------------------------------------

 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)
 -------------------------------------------------

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)

--------------------------------------------------------------------------------
Calculation of Filing Fee                                                       
--------------------------------------------------------------------------------
Transaction                                         Amount of 
Valuation*: $105,000,000                                     Filing Fee: $21,000
--------------------------------------------------------------------------------
         *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                                    

SC 14D1/A
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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.

SC 14D1/A
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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] 

SC 14D1/A
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 INDEX TO EXHIBITS

EXHIBIT                                                                         
NUMBER                              DESCRIPTION                                 
--------                              ----------------------------              

(a)(9)                              Press Release, dated December 14, 1998      

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 14D1/A’ Filing		Date		First		Last			Other Filings
		12/28/98		2
Filed on:		12/14/98		2		4
		12/11/98		2					SC 14D9/A
		11/20/98		1		2			8-K,  SC 13D/A,  SC 14D1
									List all Filings