Section
1 - Registrant’s Business and Operations
Item
1.01. Entry into a Material Definitive Agreement.
On
November 24, 2006, our indirect subsidiaries, AREP O&G Holdings LLC and AREH
Oil & Gas Corp., entered into an Interest Transfer Agreement, or the
Transfer Agreement, with Highcrest Investors Corp. and Meadow Star Partner
LLC,
or MS Partner. Pursuant to the Agreement, Highcrest, which held a 99% interest
in Meadow Star LLC, transferred a 95% interest in Meadow Star to AREH Oil
&
Gas and a 4% interest in Meadow Star to AREP O&G Holdings. MS Partner
transferred its 1% interest in Meadow Star to AREP O&G Holdings.
Meadow
Star is a general partner and a limited partner of Rome Acquisition Limited
Partnership, or the Partnership. Pursuant to the Agreement of Limited
Partnership effective November 15, 2006, among WH Rome Partners LLC and Meadow
Star, or the Partnership Agreement, each of WH Rome and Meadow Star agreed
to
make an initial capital contribution of $600 million to the Partnership for
the
purpose of funding a proposed acquisition of Reckson Associates Realty
Corp.
Pursuant
to the Transfer Agreement, AREP O&G Holdings and AREH Oil & Gas assumed
all of the rights, title and interest in and to Meadow Star, including those
which arise under the operating agreement of Meadow Star, as if each of AREP
O&G Holdings and AREH Oil & Gas were an original party thereto.
Furthermore, pursuant to the Transfer Agreement, if AREP O&G Holdings and
AREH Oil & Gas do not cause Meadow Star to comply with its obligation to
make its initial capital contribution to the Partnership, Highcrest and MS
Partner will remain liable for complying with such obligations as set forth
in
Section 3.1 of the Partnership Agreement. On November 27, 2006, Meadow Star
complied with its obligation to make its initial capital contribution to
the
Partnership.
Each
of
Highcrest and MS Partner is indirectly owned by Carl C. Icahn. Mr. Icahn
indirectly owns 100% of American Property Investors, Inc., our general partner,
and affiliates of Mr. Icahn hold approximately 86.5% of our outstanding
preferred units and 90% of our outstanding depositary units.
This
summary of the Transfer Agreement and Partnership Agreement is qualified
in its
entirety by reference to the full text of the agreements filed herewith as
exhibits.
Section
9 - Financial Statements and Exhibits
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
Exhibit
10.1
-
Interest Transfer Agreement, dated as of November 24, 2006, among Highcrest
Investors Corp., Meadow Star Partner LLC, AREP O&G Holdings LLC and AREH Oil
& Gas Corp.
Exhibit
10.2
-
Agreement of Limited Partnership of Rome Acquisition Limited Partnership,
effective as of November 15, 2006, among WH Rome Partners LLC and Meadow
Star
LLC.
[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.
| |
|
|
| |
AMERICAN
REAL
ESTATE PARTNERS, L.P. |
| |
(Registrant)
|
|
|
|
| |
By: |
American
Property Investors, Inc., |
| |
its General Partner |
| |
|
| |
|
|
|
|
|
| |
By: |
/s/ Hillel
Moerman |
| |
Hillel
Moerman |
| |
Chief
Financial Officer |
| |
American Property Investors, Inc., |
| |
the General Partner of American
Real Estate Partners, L.P. |
| |
|
| Date: November
30, 2006 |
|