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): September 17, 2007
American
Real Estate Partners, L.P.
(Exact
name of registrant as specified in its charter)
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
N/A
(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:
[ ]
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Written communication pursuant to Rule 425 under
the
Securities Act (17 CFR 230.425)
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[
]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[
]
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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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[
]
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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
5 - Corporate Governance and Management
Item
5.03.
On
August
8, 2007, the Board of Directors of American Property Investors, Inc., the
general partner of American Real Estate Partners, L.P., adopted a resolution
approving the name change of the registrant from American Real Estate Partners,
L. P. to Icahn Enterprises L.P. On September 17, 2007, the registrant filed
an
amendment to its Certificate of Limited Partnership to reflect the name change.
Effective Tuesday, September 18, 2007, the registrant’s new CUSIP numbers for
its depositary units and cumulative pay-in-kind redeemable preferred units
are
451100 101 and 451100 200, respectively, and the registrant’s depositary units
and cumulative pay-in-kind redeemable preferred units will trade on the New
York
Stock Exchange under the symbols “IEP” and “IEP PR”, respectively. A copy of the
Certificate of Limited Partnership, as amended, is attached hereto as exhibit
3.1.
On
September 17, 2007, the registrant issued a press release announcing the name
change and its new trading symbols. The press release is attached hereto as
Exhibit 99.1 and incorporated herein by reference.
Section
9 - Financial Statements and Exhibits
Item
9.01(d)
Exhibits
Exhibit
Index
3.1
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Certificate
of Limited Partnership, as amended
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[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.
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(Registrant)
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By:
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American
Property Investors, Inc.,
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its General Partner
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By:
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/s/
Keith A.
Meister
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Keith A. Meister
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Principal
Executive Officer
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Date:
September
20, 2007
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AREP
Investor
Contact:
Andrew
Skobe
Interim
CFO
(212)
702-4300
For
Release: September 17, 2007
American
Real Estate Partners, L.P. officially changes name to Icahn Enterprises L.P.;
New website address: www.IcahnEnterprises.com; New NYSE Ticker Symbol:
“IEP”
New
York, NY
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American Real Estate Partners, L.P. (NYSE: ACP) (the “Company”). On August 9,
2007, the Company announced that it would be changing its name to Icahn
Enterprises L.P. That change becomes effective today pursuant to a Certificate
of Amendment to the Certificate of Limited Partnership filed with the Delaware
Secretary of State. The Company’s website address changes to
www.IcahnEnterprises.com. Effective Tuesday, September 18, 2007, the Company’s
depositary units representing limited partnership interests will trade on the
New York Stock Exchange under the symbol “IEP” and the Company’s preferred
depositary units will trade under the ticker symbol “IEPPR”.
*
* *
Icahn
Enterprises L.P. (NYSE: IEP), a master limited partnership, is a diversified
holding company. For more information please visit the Company’s website at
www.IcahnEnterprises.com.
Caution
Concerning Forward-Looking Statements
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. Among these risks and uncertainties
are risks related to our gaming and associated hotel, restaurant and
entertainment operations, including the effects of regulation, substantial
competition, rising operating costs and economic downturns; risks related to
our
real estate activities, including the decrease in new home sales, the extent
of
any tenant bankruptcies and insolvencies, our ability to maintain tenant
occupancy at current levels, our ability to obtain, at reasonable costs,
adequate insurance coverage and competition for investment
properties;
risks
related to our home fashion operations, including changes in the availability
and price of raw materials, changes in customer preferences and changes in
transportation costs and delivery times; and other risks and uncertainties
detailed from time to time in our filings with the SEC. We undertake no
obligation to publicly update or review any forward-looking information, whether
as a result of new information, future developments or otherwise.