UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 29)*
Icahn Enterprises L.P.
(Name of Issuer)
Depositary Units Representing Limited Partner Interests
(Title of Class of Securities)
029169 10 9
(CUSIP Number)
Marc Weitzen, Esq.
General Counsel
Icahn Associates Corp.
767 Fifth Avenue, 47th Floor
New York, New York 10153
(212) 702-4300
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 2, 2008
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box //.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7(b) for
other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13D
CUSIP No. 029169 10 9
1 NAME OF REPORTING PERSON
High Coast Limited Partnership
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /x/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable.
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
37,009,836
8 SHARED VOTING POWER
1,515,515
9 SOLE DISPOSITIVE POWER
37,009,836
10 SHARED DISPOSITIVE POWER
1,515,515
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
38,525,351
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
51.52%
14 TYPE OF REPORTING PERSON*
PN
SCHEDULE 13D
CUSIP No. 029169 10 9
1 NAME OF REPORTING PERSON
Little Meadow Corp.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /x/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable.
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
50,417,518
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
50,417,518
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
50,417,518
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
67.43%
14 TYPE OF REPORTING PERSON*
CO
SCHEDULE 13D
CUSIP No. 029169 10 9
1 NAME OF REPORTING PERSON
Barberry Corp.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /x/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable.
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
2,941,392
8 SHARED VOTING POWER
4,286,087
9 SOLE DISPOSITIVE POWER
2,941,392
10 SHARED DISPOSITIVE POWER
4,286,087
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,227,479
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.67%
14 TYPE OF REPORTING PERSON*
CO
SCHEDULE 13D
CUSIP No. 029169 10 9
1 NAME OF REPORTING PERSON
Gascon Partners
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /x/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable.
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
11,892,167
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
11,892,167
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,892,167
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.90%
14 TYPE OF REPORTING PERSON*
PN
SCHEDULE 13D
CUSIP No. 029169 10 9
1 NAME OF REPORTING PERSON
Astral Gas Corp.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /x/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable.
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
11,892,167
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
11,892,167
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,892,167
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.90%
14 TYPE OF REPORTING PERSON*
CO
SCHEDULE 13D
CUSIP No. 029169 10 9
1 NAME OF REPORTING PERSON
Unicorn Associates Corporation
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /x/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable.
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
11,892,167
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
11,892,167
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,892,167
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.90%
14 TYPE OF REPORTING PERSON*
CO
SCHEDULE 13D
CUSIP No. 029169 10 9
1 NAME OF REPORTING PERSON
ACF Industries Holding Corp.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /x/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable.
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
11,892,167
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
11,892,167
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,892,167
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.90%
14 TYPE OF REPORTING PERSON*
CO
SCHEDULE 13D
CUSIP No. 029169 10 9
1 NAME OF REPORTING PERSON
Highcrest Investors Corp.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /x/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable.
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
3,866,379
8 SHARED VOTING POWER
11,892,167
9 SOLE DISPOSITIVE POWER
3,866,379
10 SHARED DISPOSITIVE POWER
11,892,167
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,758,546
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.07%
14 TYPE OF REPORTING PERSON*
CO
SCHEDULE 13D
CUSIP No. 029169 10 9
1 NAME OF REPORTING PERSON
Buffalo Investors Corp.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /x/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable.
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
15,344,753
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
15,344,753
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,344,753
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.52%
14 TYPE OF REPORTING PERSON*
CO
SCHEDULE 13D
CUSIP No. 029169 10 9
1 NAME OF REPORTING PERSON
Starfire Holding Corporation
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /x/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable.
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
15,344,753
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
15,344,753
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,344,753
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.52%
14 TYPE OF REPORTING PERSON*
CO
SCHEDULE 13D
CUSIP No. 029169 10 9
1 NAME OF REPORTING PERSON
Icahn Management LP
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
3,410,441
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
3,410,441
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,410,441
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.56%
14 TYPE OF REPORTING PERSON*
PN
SCHEDULE 13D
CUSIP No. 029169 10 9
1 NAME OF REPORTING PERSON
CCI Manager LLC
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /x/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable.
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
3,410,441
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
3,410,441
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,410,441
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.56%
14 TYPE OF REPORTING PERSON*
OO
SCHEDULE 13D
CUSIP No. 029169 10 9
1 NAME OF REPORTING PERSON
CCI Offshore LLC
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
3,706,723
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
3,706,723
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,706,723
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.96%
14 TYPE OF REPORTING PERSON*
OO
SCHEDULE 13D
CUSIP No. 029169 10 9
1 NAME OF REPORTING PERSON
Odysseus Holding Corp.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
3,706,723
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
3,706,723
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,706,723
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.96%
14 TYPE OF REPORTING PERSON*
CO
SCHEDULE 13D
CUSIP No. 029169 10 9
1 NAME OF REPORTING PERSON
CCI Onshore LLC
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
1,515,515
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
1,515,515
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,515,515
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.03%
14 TYPE OF REPORTING PERSON*
OO
SCHEDULE 13D
CUSIP No. 029169 10 9
1 NAME OF REPORTING PERSON
Thornwood Associates Limited Partnership
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /x/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable.
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
4,286,087
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
4,286,087
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,286,087
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.73%
14 TYPE OF REPORTING PERSON*
PN
SCHEDULE 13D
CUSIP No. 029169 10 9
1 NAME OF REPORTING PERSON
Carl C. Icahn
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) /x/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable.
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) /X/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
68,628,540
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
68,628,540
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
68,628,540
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
91.78%
14 TYPE OF REPORTING PERSON*
IN
SCHEDULE 13D - AMENDMENT NO. 29
Item 1. Security and Issuer
The Schedule 13D filed with the U.S. Securities and Exchange Commission
("SEC") on September 24, 1990 (the "Initial 13D"), as previously amended, is
hereby further amended to furnish the additional information set forth in this
Amendment No. 29 to the Initial 13D. All capitalized terms contained herein but
not otherwise defined shall have the meanings ascribed to such terms in the
Initial 13D, as amended. This filing relates to the depositary units of the
Issuer, Icahn Enterprises L.P., a Delaware Limited Partnership (the "Depositary
Units"). The address of the principal executive office of the Issuer is 767
Fifth Avenue, 47th Floor, New York, NY 10153.
Item 2. Identity and Background
Item 2 of the Initial 13D is hereby amended by the addition of the
following:
Each of Thornwood Associates Limited Partnership, a Delaware limited
partnership ("Thornwood"), and Odysseus Holding Corp., a Delaware corporation
("Odysseus"), shall be included within the definition of the term "Reporting
Persons." Each of Thornwood and Odysseus is primarily engaged in the business of
holding securities. The principal business address of each of Thornwood and
Odysseus is 767 Fifth Avenue, 47th Floor, New York, NY 10153. Carl C. Icahn is
the sole stockholder of: (i) Barberry, which is the general partner of
Thornwood; and (ii) Odysseus. As such, Mr. Icahn is in a position indirectly to
determine the investment and voting decisions made by each of Thornwood and
Odysseus. The name, citizenship, present principal occupation or employment and
business address of each director and executive officer of each of Thornwood and
Odysseus are set forth in Schedule A attached hereto.
Neither Thornwood, Odysseus nor any manager or executive officer thereof
has, during the past five years, (a) been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors), or (b) been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting, or mandating
activities subject to, Federal or State securities laws or a finding of any
violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
The aggregate purchase price of the Depositary Units purchased by Barberry
during the past sixty days (as described further in Item 5(c) below) was
$1,345,327.32 (including commissions). The source of funding for the purchase of
these Depositary Units was the general working capital of Barberry. These
Depositary Units are held by Barberry in a margin account together with other
securities. Although it does not currently, such margin account may from time to
time have a debit balance. The information set forth below in Item 4 is
incorporated herein by reference.
Item 4. Purpose of Transaction
Item 4 of the Initial 13D, as amended, is hereby amended by the addition of
the following:
On December 2, 2008, Thornwood, the Issuer and Barberry entered into a
Contribution and Exchange Agreement (the "Agreement"), pursuant to which, among
other things, (i) Thornwood transferred to the Issuer 24,491,924 shares of
common stock of Federal-Mogul Corporation, in consideration for which (ii) the
Issuer issued an aggregate of 4,286,087 Depositary Units to Thornwood. The
Depositary Units issued to Thornwood will have certain registration rights
pursuant to the Registration Rights Agreement dated as of June 30, 2005, as
amended, among the Issuer and certain other parties. The foregoing description
of the Agreement does not purport to be complete and is qualified in its
entirety by reference to the full text of such document, a copy of which is
filed herewith as Exhibit 1 and is incorporated herein by reference.
Over the course of the last few weeks, the Reporting Persons purchased
54,392 Depositary Units because they believed that such purchases were a good
investment. The Reporting Persons may acquire additional Depositary Units at
prices that they consider to be appropriate.
The Reporting Persons reserve the right, from time to time and at any time,
to acquire additional Depositary Units and/or other equity, debt or other
securities, notes or instruments (collectively, "Securities") of the Issuer in
the open market or otherwise and reserve the right to dispose of any or all of
their Securities in the open market or otherwise, at any time and from time to
time, and to engage in any hedging or similar transactions with respect to the
Securities.
Item 5. Interest in Securities of the Issuer
Item 5 is hereby amended and restated as follows:
(a) After taking the transactions described in Item 4 into account, the
Reporting Persons may be deemed to beneficially own, in the aggregate,
68,628,540 Depositary Units, representing approximately 91.78% of the Issuer's
outstanding Depositary Units, and 10,819,213 Preferred Units, representing
approximately 86.54% of the Issuer's outstanding Preferred Units (based upon:
(i) the 70,489,510 Depositary Units and 12,502,254 Preferred Units stated to be
outstanding as of November 3, 2008 by the Issuer in the Issuer's Form 10-Q
filing filed with the Securities and Exchange Commission on November 5, 2008;
and (ii) the 4,286,087 Depositary Units issued to Thornwood in connection with
the transactions described in Item 4).
(b) High Coast has sole voting power and sole dispositive power with
respect to 37,009,836 Depositary Units, representing approximately 49.49% of the
Issuer's outstanding Depositary Units. Little Meadow (as the general partner of
High Coast) may be deemed to indirectly beneficially own the Depositary Units
which High Coast directly beneficially owns. Little Meadow disclaims beneficial
ownership of the Depositary Units for all other purposes.
Barberry has sole voting power and sole dispositive power with respect to
2,941,392 Depositary Units, representing approximately 3.93% of the Issuer's
outstanding Depositary Units.
Gascon has sole voting power and sole dispositive power with respect to
11,892,167 Depositary Units, representing approximately 15.90% of the Issuer's
outstanding Depositary Units. Each of Little Meadow (as a partner of Gascon),
Astral (as a partner of Gascon), Unicorn (as the sole shareholder of Astral),
ACF Holding (as the sole shareholder of Unicorn), Highcrest (as the sole
shareholder of ACF Holding), Buffalo (as the owner of 99.3% of Highcrest), and
Starfire (as the sole shareholder of Buffalo) may be deemed to indirectly
beneficially own the Depositary Units which Gascon directly beneficially owns.
Each of Little Meadow, Astral, Unicorn, ACF Holding, Highcrest, Buffalo and
Starfire disclaims beneficial ownership of the Depositary Units for all other
purposes.
Highcrest has sole voting power and sole dispositive power with respect to
3,866,379 Depositary Units, representing approximately 5.17% of the Issuer's
outstanding Depositary Units. Each of Buffalo (as the owner of 99.3% of
Highcrest) and Starfire (as the sole shareholder of Buffalo) may be deemed to
indirectly beneficially own the Depositary Units which Highcrest directly
beneficially owns. Each of Buffalo and Starfire disclaims beneficial ownership
of the Depositary Units for all other purposes.
Icahn Management has sole voting power and sole dispositive power with
respect to 3,410,441 Depositary Units, representing approximately 4.56% of the
Issuer's outstanding Depositary Units. CCI Manager (as the general partner of
Icahn Management) may be deemed to indirectly beneficially own the Depositary
Units which Icahn Management directly beneficially owns. CCI Manager disclaims
beneficial ownership of the Depositary Units for all other purposes.
CCI Onshore has sole voting power and sole dispositive power with respect
to 1,515,515 Depositary Units, representing approximately 2.03% of the Issuer's
outstanding Depositary Units. Each of High Coast (as the sole member of CCI
Onshore) and Little Meadow (as the general partner of High Coast) may be deemed
to indirectly beneficially own the Depositary Units which CCI Onshore directly
beneficially owns. Each of High Coast and Little Meadow disclaims beneficial
ownership of the Depositary Units for all other purposes.
CCI Offshore has sole voting power and sole dispositive power with respect
to 3,706,723 Depositary Units, representing approximately 4.96% of the Issuer's
outstanding Depositary Units. Odysseus (as the sole member of CCI Offshore) may
be deemed to indirectly beneficially own the Depositary Units which CCI Offshore
directly beneficially owns. Odysseus disclaims beneficial ownership of the
Depositary Units for all other purposes.
Thornwood has sole voting power and sole dispositive power with respect to
4,286,087 Depositary Units, representing approximately 5.73% of the Issuer's
outstanding Depositary Units. Barberry (as the general partner of Thornwood) may
be deemed to indirectly beneficially own the Depositary Units which Thornwood
directly beneficially owns. Barberry disclaims beneficial ownership of the
Depositary Units for all other purposes.
Carl C. Icahn (as the sole shareholder of each of Barberry, Little Meadow,
Starfire and Odysseus, and the owner of 99.8% of CCI Manager) may be deemed to
indirectly beneficially own the Depositary Units which High Coast, Barberry,
Gascon, Highcrest, Icahn Management, CCI Onshore, CCI Offshore and Thornwood
directly beneficially own. Mr. Icahn disclaims beneficial ownership of the
Depositary Units for all other purposes.
(c) The following table sets forth all transactions with respect to
Depositary Units effected by any of the Reporting Persons during the past sixty
(60) days. Except as otherwise indicated, all transactions were effected in the
open market, and the table includes commissions paid in per share prices.
Shares Purchased Price Per Share/
Name Date (Sold) Exercise Price
----------- ------------------------ ---------------------- --------------------
Barberry November 12, 2008 975 $25.9812
----------- ------------------------ ---------------------- --------------------
Barberry November 13, 2008 5,484 $25.8335
----------- ------------------------ ---------------------- --------------------
Barberry November 14, 2008 1,185 $26.2110
----------- ------------------------ ---------------------- --------------------
Barberry November 17, 2008 8,100 $25.9111
----------- ------------------------ ---------------------- --------------------
Barberry November 18, 2008 5,069 $26.0499
----------- ------------------------ ---------------------- --------------------
Barberry November 19, 2008 5,055 $25.7174
----------- ------------------------ ---------------------- --------------------
Barberry November 20, 2008 8,100 $24.3042
----------- ------------------------ ---------------------- --------------------
Barberry November 21, 2008 8,100 $23.2111
----------- ------------------------ ---------------------- --------------------
Barberry November 24, 2008 1,324 $26.2400
----------- ------------------------ ---------------------- --------------------
Barberry November 25, 2008 8,200 $22.2807
----------- ------------------------ ---------------------- --------------------
Barberry November 26, 2008 2,800 $26.0782
----------- ------------------------ ---------------------- --------------------
Thornwood December 2, 2008 (1) 4,286,087 (1)
----------- ------------------------ ---------------------- --------------------
____________________
(1) See Item 4.
Item 6. Contracts, Arrangement, Understanding or Relationship with Respect to
Securities of the Issuer
The information set forth above in Item 4 is incorporated herein by
reference.
Item 7. Material to be Filed as Exhibits
1. Contribution and Exchange Agreement (incorporated by reference to Exhibit
10.1 to the Current Report on Form 8-K filed with the SEC by Issuer on
December 3, 2008)
SIGNATURES
After reasonable inquiry and to the best of the knowledge and belief of
each of the undersigned, each of the undersigned certifies that the information
set forth in this statement on Schedule 13D concerning the depositary units
representing limited partner interests in Icahn Enterprises L.P., a Delaware
limited partnership, is true, complete and correct.
Dated: December 3, 2008
HIGH COAST LIMITED PARTNERSHIP
By: Little Meadow Corp.
Its: General Partner
By: /s/ Edward E. Mattner
---------------------
Name: Edward E. Mattner
Title: Authorized Signatory
LITTLE MEADOW CORP.
By: /s/ Edward E. Mattner
---------------------
Name: Edward E. Mattner
Title: Authorized Signatory
BARBERRY CORP.
By: /s/ Edward E. Mattner
---------------------
Name: Edward E. Mattner
Title: Authorized Signatory
GASCON PARTNERS
By: Little Meadow Corp.
Its: Partner
By: /s/ Edward E. Mattner
---------------------
Name: Edward E. Mattner
Title: Authorized Signatory
By: Astral Gas Corp.
Its: Partner
By: /s/ Edward E. Mattner
---------------------
Name: Edward E. Mattner
Title: President
ASTRAL GAS CORP.
By: /s/ Edward E. Mattner
---------------------
Name: Edward E. Mattner
Title: President
UNICORN ASSOCIATES CORPORATION
By: /s/ Edward E. Mattner
---------------------
Name: Edward E. Mattner
Title: President and Treasurer
ACF INDUSTRIES HOLDING CORP.
By: /s/ Keith Cozza
---------------
Name: Keith Cozza
Title: Vice President
HIGHCREST INVESTORS CORP.
By: /s/ Keith Cozza
---------------
Name: Keith Cozza
Title: Vice President
BUFFALO INVESTORS CORP.
By: /s/ Edward E. Mattner
---------------------
Name: Edward E. Mattner
Title: President and Treasurer
STARFIRE HOLDING CORPORATION
By: /s/ Keith Cozza
---------------
Name: Keith Cozza
Title: Authorized Signatory
ICAHN MANAGEMENT LP
By: /s/ Edward E. Mattner
---------------------
Name: Edward E. Mattner
Title: Authorized Signatory
CCI MANAGER LLC
By: /s/ Edward E. Mattner
---------------------
Name: Edward E. Mattner
Title: Authorized Signatory
CCI ONSHORE LLC
By: High Coast Limited Partnership, its sole member
By: Little Meadow Corp., its general partner
By: /s/ Edward E. Mattner
---------------------
Name: Edward E. Mattner
Title: Authorized Signatory
CCI OFFSHORE LLC
By: Odysseus Holding Corp., its sole member
By: /s/ Edward E. Mattner
---------------------
Name: Edward E. Mattner
Title: Authorized Signatory
THORNWOOD ASSOCIATES LIMITED PARTNERSHIP
By: Barberry Corp., its general partner
By: /s/ Edward E. Mattner
---------------------
Name: Edward E. Mattner
Title: Authorized Signatory
ODYSSEUS HOLDING CORP.
By: /s/ Edward E. Mattner
---------------------
Name: Edward E. Mattner
Title: Authorized Signatory
/s/ Carl C. Icahn
-----------------
CARL C. ICAHN
[Signature Page for Icahn Enterprises L.P. 13D Amendment No. 29]
SCHEDULE A
DIRECTORS AND EXECUTIVE OFFICERS OF THE ADDITIONAL REPORTING PERSONS
The following sets forth the name, position, and principal occupation of
each director and executive officer of each of the additional Reporting Persons.
Each such person is a citizen of the United States of America. Except as
otherwise indicated, the business address of each director and officer is c/o
Icahn Associates Corp., 767 Fifth Avenue, 47th Floor, New York, New York 10153.
To the best of the Reporting Persons' knowledge, except as set forth in this
statement on Schedule 13D, none of the directors or executive officers of the
additional Reporting Persons own any Shares.
THORNWOOD ASSOCIATES LIMITED PARTNERSHIP
Name Position
---- --------
Barberry Corp. General Partner
BARBERRY CORP.
Name Position
---- --------
Carl C. Icahn Director; Chairman of the Board; President
Vincent Intrieri Vice President; Authorized Signatory
Gail Golden Vice President; Authorized Signatory
Keith Cozza Secretary; Treasurer
Edward E. Mattner Authorized Signatory
Jordan Bleznick Vice President-Taxes
ODYSSEUS HOLDING CORP.
Name Position
---- --------
Carl C. Icahn Director; President
Edward E. Mattner Vice President; Secretary
Jordan Bleznick Vice President-Taxes