UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________
FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): DECEMBER 27, 2011
ICAHN ENTERPRISES L.P.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 1-9516
(State or Other Jurisdiction of Incorporation) (Commission File Number)
13-3398766
(IRS Employer Identification No.)
767 FIFTH AVENUE, SUITE 4700, NEW YORK, NY 10153
(Address of Principal Executive Offices) (Zip Code)
(212) 702-4300
(Registrant's Telephone Number, Including Area Code)
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:
/ / Written communication pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
/ / Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
/ / Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
/ / Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
SECTION 7 - REGULATION FD
ITEM 7.01 REGULATION FD DISCLOSURE.
On December 27, 2011, Icahn Enterprises L.P. issued a press release announcing
the pricing terms for its previously announced rights offering. A copy of the
press release is filed herewith as Exhibit 99.1 and is incorporated by reference
herein in its entirety.
In accordance with General Instruction B.2 of Form 8-K, the information set
forth in this Item 7.01 and in the attached Exhibit 99.1 shall be deemed to be
"furnished" and shall not be deemed to be "filed" for purposes of the Securities
and Exchange Act of 1934, as amended.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
99.1 - Press Release dated December 27, 2011.
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SIGNATURE
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.
ICAHN ENTERPRISES L.P.
(Registrant)
By: Icahn Enterprises G.P. Inc.,
its general partner
By: /s/ Dominick Ragone
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Dominick Ragone
Chief Financial Officer
Date: December 27, 2011