SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
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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): October 3, 2007
Icahn
Enterprises L.P.
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(Exact
name of registrant as specified in its charter)
|
Delaware
|
1-9516
|
13-3398766
|
|
(State
or Other Jurisdiction
of Incorporation)
|
(Commission
File Number)
|
(IRS
Employer
Identification
No.)
|
|
767
Fifth Avenue, Suite 4700, New York, NY
|
10153
|
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
Registrant’s
Telephone Number, Including Area Code: (212)
702-4300
American
Real Estate Partners, L.P.
--------------------------------------------------------------------------------
(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))
|
Section 8
- Other Events
On
October 3, 2007, the Court of Chancery of the State of Delaware In and For
New
Castle County, or the Chancery Court, issued a Limited Status Quo Order, or
the
Order, in Beal
Bank, S.S.B., et. al. v. WestPoint International, Inc. et. al.,
in
connection with the complaint filed on January 19, 2007, as amended, by Beal
Bank, S.S.B. and certain creditors of WestPoint Stevens, Inc., collectively,
the
Plaintiffs. The
Order
provides that WPI and its subsidiaries (the “Company”) shall not, except (a)
upon further order of the Chancery Court, (b) with the prior written consent
of
the Plaintiffs, or (c) upon thirty (30) calendar day written notice to opposing
counsel, undertake (i) various actions in excess of $5,000,000, including
certain business operating activities, (ii) corporate governance changes and
(iii) changes in capital structure.
At
our
request, the Chancery Court held a telephonic hearing on October 4, 2007 to
discuss the Order. During the hearing, the Chancery Court clarified its Order
by
indicating that the Company may continue to conduct business the way it has
been
and specifically may sell what the Company considers its ordinary assets. The
Court also agreed to entertain a modification of the Order and directed the
parties to promptly agree on a proposed joint modification of the Order to
provide WPI the flexibility it needs to run its operations while providing
appropriate protections for the Plaintiffs.
We
intend
to vigorously defend against all claims asserted in the complaint and believe
that we have valid defenses. However, we cannot predict the outcome of these
proceedings or the ultimate impact on our investment in WPI or the business
prospects of WPI.
[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.
ICAHN
ENTERPRISES L.P.
(Registrant)
By: Icahn
Enterprises G.P. Inc.
its
General Partner
By: /s/
Keith A. Meister
Keith
A.
Meister
Principal
Executive Officer
Date: October
9, 2007