ICAHN ENTERPRISES L.P.

Regulatory Filings • Oct 20, 2006

8-K 1 v055161.htm Unassociated Document Licensed to: vintage 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 18, 2006

| American
Real Estate Partners,
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 |
| --- |
| N/A |
| (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 18, 2006, American Real Estate Partners, L.P. issued a press release, a copy of which is attached as Exhibit 99.1.

Section 9 - Financial Statements and Exhibits

Item 9.01(d) Exhibits

Exhibit 99.1 - Press Release, dated October 18, 2006.

[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.

(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: October
20, 2006

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