ICAHN ENTERPRISES L.P.

Regulatory Filings • Oct 14, 2008

8-K 1 v128848_8k.htm Unassociated Document Licensed to: vf Document Created using EDGARizer HTML 3.0.4.0 Copyright 2006 EDGARfilings, Ltd., an IEC company. All rights reserved EDGARfilings.com

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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 6, 2008

Icahn Enterprises L.P.

(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

(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

Item 8.01 Other Events

On October 6, the Conversion Price of the Depositary Units of Icahn Enterprises L.P. (“Icahn Enterprises”) was adjusted from $132.595 to $105.00 pursuant to the Indenture dated as of April 5, 2007 (the “Indenture”) among Icahn Enterprises, Icahn Enterprises Finance Corp. (together with Icahn Enterprises, the “Company”), Icahn Enterprises Holdings L.P. and Wilmington Trust Company relating to the Company’s Variable Rate Senior Convertible Notes due 2013.

[remainder of page intentionally left blank; signature page follows]

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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/
Dominick Ragone |
| | | Dominick
Ragone |
| | | Principal
Financial Officer |

Date: October 14, 2008

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