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): April 18, 2006
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.) |
100 South Bedford Road, Mt. Kisco, NY 10549
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (914) 242-7700
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:
o Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
Section 8 – Other Events
Item 8.01 Other Events
Our general partner is American Property Investors, Inc., a Delaware corporation, or API, which is
wholly owned by Carl C. Icahn. Substantially all of our businesses are conducted and our assets
held through a subsidiary limited partnership, American Real Estate Holdings Limited Partnership,
or AREH, in which we own a 99% limited partnership interest. API also acts as the general partner
for AREH. API has a 1% general partnership interest in each of us and AREH. The Balance Sheet of
API as of December 31, 2005 is filed as Exhibit 99.1.
Our unaudited pro forma condensed combined consolidated statement of operations for the year ended
December 31, 2005, filed as Exhibit 99.2, is presented to reflect the pro forma effect of the
acquisition of substantially all of the assets of WestPoint Stevens, Inc. on August 8, 2005.
Section 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(c)
Exhibits
| 99.1 |
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Balance Sheet of American Property Investors, Inc., as of December 31, 2005. |
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| 99.2 |
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Unaudited Pro Forma Condensed Combined Consolidated Statement of Operations for American Real
Estate Partners, L.P. for the Year Ended December 31, 2005. |
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