Section
1 - Registrant’s Business and Operations.
Item
1.01. - Entry into a Material Definitive Agreement.
Section
5 - Corporate Governance and Management.
Item
5.02(b) and (c) - Departure of Directors or Principal Officers; Election
of
Directors; Appointment of Principal Officers; Compensatory Arrangements of
Certain Officers.
On
December 27, 2006, Jon F. Weber resigned as President of our general partner,
American Property Investors, Inc., or API. Mr. Weber’s resignation comes in
connection with his recent announcement to resign, in order to pursue other
opportunities, from his various positions at companies affiliated with Carl
C.
Icahn, the
beneficial owner of approximately 86.5% and 90.0% of our outstanding preferred
units and depositary units, respectively,
and the
Chairman of API’s Board of Directors. Mr. Weber’s resignation as President of
API was not a result of any disagreement with API or API’s Board of
Directors.
Also
on
December 27, 2006, the Board of Directors of API appointed Peter K. Shea
as
President of API. Since December 1, 2006, Mr. Shea, 55, has been head of
portfolio company operations at American Real Estate Holdings Limited
Partnership, of which we are the 99% limited partner and API is the 1% general
partner. Since December 27, 2006, Mr. Shea has also served as a director
of XO
Holdings, Inc., a publicly traded telecommunications services provider
controlled by Mr. Icahn. Since December 21, 2006, Mr. Shea has served as a
director of American Railcar Industries, Inc., a publicly traded company of
which Mr. Icahn is the principal beneficial stockholder and chairman of the
board of directors and which is primarily engaged in the business of
manufacturing covered hopper and tank railcars. Since December 20, 2006,
Mr.
Shea has served as a director of WestPoint International Inc., our
majority-owned subsidiary engaged in the home textile business. Since November
2006, Mr. Shea has been a director of Viskase Companies, Inc., a publicly
traded
producer of cellulose and plastic casings used in preparing and packaging
meat
products, in which Mr. Icahn has a controlling interest through the ownership
of
securities. From 2002 to November 2006, Mr. Shea was an independent consultant
to various companies and an advisor to private equity firms. From 1997 to
2001,
he was a Managing Director of H.J. Heinz Company, a manufacturer and marketer
of
a broad line of food products across the globe, in Europe. Mr. Shea has an
MBA
from the University of Southern California and a BBA from Iona
College.
Pursuant
to an employment agreement with American Real Estate Holdings Limited
Partnership, Mr. Shea receives an annual base salary of $450,000 and is eligible
for a discretionary bonus, to be determined by the Board of Directors of
API, of
up to 50% of his base salary. The employment agreement has a two year term,
ending December 31, 2008, and may be terminated by Mr. Shea at any time upon
30
days’ prior written notice or by us at any time. If Mr. Shea’s employment is
terminated by us without cause, Mr. Shea will be entitled to receive (1)
any
amount of base salary previously earned through the date of termination and
unpaid and (2) a
lump
sum payment in the amount of $225,000. The employment agreement also contains
non-disclosure, non-compete and non-solicitation provisions.
A
copy of
the employment agreement is attached hereto as Exhibit 10.1 and incorporated
herein by reference. The foregoing description is qualified in its entirety
by
reference to the full text of the agreement.
Item
9.01 - Financial Statements and Exhibits.
(d)
Exhibits
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10.1
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Employment
Agreement, dated December 1, 2006, between American Real Estate
Holdings
Limited Partnership and Peter Shea.
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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.
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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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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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| Date: December
28, 2006 |
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