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): December 7, 2006
American
Real Estate Partners, L.P.
(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 10153
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(Address
of Principal Executive Offices) (Zip
Code)
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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
1 - Registrant’s Business and Operations
Item
1.01. Entry into a Material Definitive Agreement.
Section
8 - Other Events
Item
8.01. Other Events.
On
December 7, 2006, we entered into a subscription and standby commitment
agreement, or the Commitment Agreement, with our majority-owned subsidiary,
WestPoint International, Inc., or WestPoint. The Commitment Agreement provides
that (1) we will purchase 1,000,000 shares of Series A-1 Preferred Stock for
a
purchase price of $100 per share, for an aggregate purchase price of $100
million, and (2) if the other stockholders of record of WestPoint do not
purchase all of the 1,000,000 shares of Series A-2 Preferred Stock to be offered
to them at $100 per share as described below, we will purchase the
entirety of the Series A-2 Preferred Stock for a purchase price of $100 per
share, for an aggregate purchase price of $100 million.
The
Series A-2 Preferred Stock is being offered and sold in a private placement
only
to accredited investors (as defined in Rule 501(a) under the Securities Act
of
1933), who are record holders of common stock, par value $.01 per share, of
WestPoint. The Series A-1 and A-2 Preferred Stock will not be registered under
the Securities Act of 1933 and may not be offered or sold in the United States
absent registration or an exemption from registration requirements.
The
foregoing description of the Commitment Agreement does not purport to be
complete and is qualified in its entirety by reference to the agreement, which
is attached hereto as Exhibit 10.1 and is incorporated by reference
herein.
Section
9 - Financial Statements and Exhibits
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
Exhibit
10.1
-
Subscription and Standby Commitment Agreement, dated as of December 7, 2006,
by
and among WestPoint International, Inc. and American Real Estate Holdings
Limited Partnership.
[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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AMERICAN
REAL
ESTATE PARTNERS, L.P. |
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(Registrant) |
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By: |
American Property Investors, Inc., |
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its General Partner |
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By: |
/s/ Hillel
Moerman |
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Hillel
Moerman |
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Chief
Financial Officer |
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American Property Investors, Inc., |
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the General Partner of |
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American Real Estate Partners, L.P. |
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Date: December
8, 2006