Unassociated Document
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): December 2, 2008
Icahn
Enterprises L.P.
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(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.)
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767
Fifth Avenue, Suite 4700, New York, NY
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10153
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
Telephone Number, Including Area Code: (212)
702-4300
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(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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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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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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o
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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
2. - Registrant’s Business and Operations
Item
2.01 Completion of Acquisition of Disposition of Assets
On
December 2, 2008, Icahn Enterprises L.P. (“Icahn Enterprises”) acquired
24,491,924 shares of Federal-Mogul Corporation (“Federal-Mogul”) common stock
(the “Federal-Mogul Shares”) from Thornwood Associates Limited Partnership
(“Thornwood”) pursuant to a Contribution and Exchange Agreement (the
“Contribution and Exchange Agreement”), among Icahn Enterprises, Thornwood and
Barberry Corp (“Barberry”). As a result of the transaction, Icahn Enterprises
beneficially owns 75.69% of the total issued and outstanding Federal-Mogul
Shares. In consideration of the acquisition of the additional Federal-Mogul
Shares, Icahn Enterprises issued to Thornwood 4,286,087 fully paid and
non-assessable depositary units representing limited partnership interests
in
Icahn Enterprises (the “Depositary Units”). The transaction was approved by a
special committee of independent directors of Icahn Enterprises G.P., Inc.,
the
general partner of Icahn Enterprises and Icahn Enterprises Holdings L.P.
The
special committee was advised by its own legal counsel and independent financial
advisor with respect to the transaction. The special committee received an
opinion from its financial adviser as to the fairness to Icahn Enterprises,
from
a financial point of view, of the consideration paid. A copy of the Contribution
and Exchange Agreement is attached hereto as Exhibit 10.1 and is incorporated
herein by reference.
Section
3 - Securities and Trading Markets
Item
3.02 Unregistered Sales of Equity Securities
As
disclosed in Item 2.01, on December 2, 2008, pursuant to the Contribution and
Exchange Agreement, Icahn Enterprises acquired 24,491,924 Federal-Mogul Shares
from Thornwood. In consideration therefor, Icahn Enterprises has issued to
Thornwood 4,286,087 fully paid and non-assessable Depositary Units.
The
issuance of Depositary Units was completed through a private placement to
Thornwood, an accredited investor (as such term is defined in Regulation D
promulgated under the Securities Act of 1933, as amended (the “Securities
Act”)), and is exempt from registration pursuant to Section 4(2) of the
Securities Act. Icahn Enterprises has not engaged in any general solicitation
or
advertising with regard to this issuance and has not offered the Depositary
Units to the public in connection with this issuance.
Section
9 - Financial Statements and Exhibits
Item
9.01
(a)
Financial statements of business acquired.
The
financial statements required by this Item are not being filed herewith. To
the
extent such information is required by this Item, it will be filed by amendment
to this Current Report on Form 8-K not later than 71 days after the date on
which this Current Report on Form 8-K is required to be filed.
(b)
Pro forma financial information.
The
pro
forma financial information required by this Item is not being filed herewith.
To the extent such information is required by this Item, it will be filed by
amendment to this Current Report on Form 8-K not later than 71 days after the
date on which this Current Report on Form 8-K is required to be
filed.
(d) Exhibits.
Exhibit
10.1 Contribution
and Exchange Agreement, dated as of December 2, 2008, among Icahn Enterprises,
Thornwood and Barberry
[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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ICAHN
ENTERPRISES L.P.
(Registrant)
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By: |
Icahn
Enterprises
G.P. Inc. |
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its General
Partner |
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By: |
/s/
Dominick
Ragone |
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Dominick Ragone
Principal Financial
Officer
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Date: December
2, 2008