Delaware
|
13-3398766
|
|
(State
or other jurisdiction of
incorporation
or organization)
|
(I.R.S.
Employer
Identification
Number)
|
Delaware
|
20-1059842
|
|
(State
or Other Jurisdiction of
Incorporation
or Organization)
|
(I.R.S.
Employer
Identification
number)
|
Large
accelerated filer o
|
Accelerated
filer þ
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Non-accelerated
filer o
|
Smaller
reporting company o
|
(Do
not check if a smaller reporting company)
|
Proposed
|
Proposed
Maximum
|
|||||||||
Maximum
|
Aggregate
|
Amount of
|
||||||||
Title of Each Class of
|
Amount to be
|
Offering Price
|
Offering
|
Registration
|
||||||
Securities to be Registered
|
Registered(1)
|
per Unit
|
Price(1)(2)
|
Fee(3)(4)
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||||||
Depositary
units(3)
|
||||||||||
Preferred
units(3)
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||||||||||
Debt
securities(3)
|
||||||||||
Warrants(3)
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||||||||||
Guarantees
of Debt Securities(5)
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||||||||||
Total
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$ |
1,000,000,000
|
$ |
55,800
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(1)
|
Not
applicable pursuant to Form S-3 General
Instruction II(D).
|
(2)
|
Estimated
solely for the purpose of determining the registration fee in accordance
with Rule 457(o) under the Securities Act of 1933, and based upon the
maximum aggregate offering price of all securities being
registered.
|
(3)
|
Such
indeterminate number as may from time to time be issued at indeterminate
prices registered hereunder.
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(4)
|
Calculated
pursuant to Rule 457(o) of the rules and regulations under the Securities
Act. Pursuant to Rule 457(p) under the Securities Act, the
Registrants are applying the filing fee associated with unsold
securities under their registration statement on Form S-3
initially filed on June 23, 2005 and amended on April 21, 2006 (the “Prior
Registration Statement”), against the fee that would otherwise be due in
connection with this registration statement. The Prior Registration
Statement registered securities for a maximum offering price of
$1,000,000,000. The Registrant did not sell any securities of that amount,
leaving a balance of unsold securities with an aggregate offering price of
$1,000,000,000. The associated filing fee of $117,700 for such unsold
securities, calculated under Rule 457(o), is hereby used to offset
the current registration fee due for this registration statement.
Accordingly, no additional registration fee has been paid with respect to
this registration statement.
|
(5)
|
Any
series of debt securities issued by Icahn Enterprises Finance Corp. will
be guaranteed by Icahn Enterprises L.P. Pursuant to Rule 457(n), no
separate fee is payable with respect to the guarantees of the debt
securities being registered.
|
The
information in this prospectus is not complete and may be changed. A
registration statement
relating to these securities has been filed with the Securities and
Exchange Commission. These securities may not be sold nor may offers to
buy be accepted prior to the time the registration statement becomes
effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any jurisdiction where the offer or sale is not
permitted.
|
FORWARD-LOOKING
INFORMATION
|
1
|
OUR
COMPANY
|
2
|
RATIO
OF EARNINGS TO FIXED CHARGES
|
2
|
ABOUT
THIS PROSPECTUS
|
3
|
RISK
FACTORS
|
4
|
USE
OF PROCEEDS
|
5
|
DESCRIPTION
OF DEPOSITARY UNITS
|
6
|
DESCRIPTION
OF PREFERRED UNITS
|
8
|
OUR
PARTNERSHIP AGREEMENT AND CERTAIN PROVISIONS OF DELAWARE
LAW
|
9
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DESCRIPTION
OF DEBT SECURITIES
|
15
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DESCRIPTION
OF WARRANTS TO PURCHASE DEBT SECURITIES
|
22
|
DESCRIPTION
OF WARRANTS TO PURCHASE DEPOSITARY UNITS OR PREFERRED
UNITS
|
23
|
PLAN
OF DISTRIBUTION
|
24
|
LEGAL
MATTERS
|
24
|
EXPERTS
|
24
|
WHERE
YOU CAN FIND MORE INFORMATION
|
25
|
INCORPORATION
OF CERTAIN DOCUMENTS BY REFERENCE
|
25
|
FINANCIAL
STATEMENT INDEX
|
F-1
|
EXHIBIT
INDEX
|
|
EX-4.7:
FORM OF INDENTURE
|
|
EX-4.8: FORM OF INDENTURE
(SUBORDINATED DEBT
SECURITIES)
|
|
EX-5.1:
OPINION OF PROSKAUER ROSE LLP
|
|
EX-12.1:
RATIO OF EARNINGS TO FIXED CHARGES
|
|
EX-23.1:
CONSENT OF GRANT THORNTON LLP
|
|
EX-23.2:
CONSENT OF GRANT THORNTON LLP
|
|
EX-23.3:
CONSENT OF ERNST & YOUNG LLP
|
|
EX-23.4:
CONSENT OF ERNST & YOUNG LLP
|
|
Years
Ended December 31,
|
|||||||||||||
|
||||||||||||||
|
2008
|
|
2007
|
2006
|
2005
|
2004
|
||||||||
|
||||||||||||||
Ratio of earnings to fixed
charges
|
—
|
(1) |
4.1
|
10.4
|
4.7
|
6.6
|
(1)
|
Fixed
charges exceeded earnings by approximately $3.1 billion for fiscal
2008.
|
•
|
depositary
units;
|
|
•
|
preferred
units;
|
|
•
|
debt
securities; or
|
|
•
|
warrants
to purchase our debt securities, depositary units or preferred
units.
|
•
|
distribution
rights;
|
|
•
|
conversion
rights;
|
|
•
|
voting
rights;
|
|
•
|
redemption
rights and terms of redemption; and
|
|
•
|
liquidation
preferences.
|
•
|
the
maximum number of units in the class and the distinctive
designation;
|
•
|
the
rights to share in partnership distributions;
|
|
•
|
the
terms on which the units may be redeemed, if at all;
|
|
•
|
the
rights of the class upon dissolution and liquidation of the
partnership;
|
|
•
|
the
terms of any retirement or sinking fund for the purchase or redemption of
the units of the class;
|
|
•
|
the
terms and conditions, if any, on which the units of the class will be
convertible into, or exchangeable for, units of any other class or classes
of securities;
|
|
•
|
the
voting rights, if any, on the units of the
class; and
|
|
•
|
any
or all other preferences and relative, participating, operational or other
special rights or qualifications, limitations or restrictions of the
units.
|
(1) the withdrawal is with the consent of a majority
interest;
|
|
(2) Icahn Enterprises GP, with the consent of a majority interest,
transfers all of its interest as general partner in the
partnership;
|
|
(3) the transferee consents to be bound by the partnership agreement
and the transferee has the necessary legal authority to act as successor
general partner of the partnership; and
|
|
(4) Icahn Enterprises receives an opinion of counsel to the effect
that a vote by the unitholders and the admission of a new general partner
is in conformity with local law, will not cause the loss of limited
liability to the unitholders and will not cause Icahn Enterprises to be
treated as an “association” taxable as a corporation for federal income
tax purposes.
|
•
|
enlarge
the obligations of the general partner or any unitholder or convert the
interest of any unitholder into the interest of a general
partner;
|
|
•
|
modify
the expense reimbursement payable to the general partner and its
affiliates pursuant to the partnership agreement or the fees and
compensation payable to the general partner and its affiliates pursuant to
the Icahn Enterprises Holdings partnership agreement;
|
|
•
|
modify
the order and method for allocations of net income and net loss or
distributions of net cash flow from operations without the consent of the
general partner or the unitholders adversely
affected; or
|
|
•
|
amend
sections of the partnership agreement concerning amendments of the
agreement without the consent of unitholders owning more than 95% of the
total number of depositary units outstanding then held by all
unitholders.
|
•
|
to
enter into the depositary agreement and deposit the depositary units of
the unitholder or substituted unitholder in the deposit account
established by the depositary and admit the holders of depositary units
and preferred units as limited partners in Icahn Enterprises,
and
|
|
•
|
to
make, execute, file and/or record:
|
•
|
instruments
with respect to any amendment of the partnership
agreement;
|
|
•
|
conveyances
and other instruments and documents with respect to the dissolution,
termination and liquidation of Icahn Enterprises pursuant to the terms of
the partnership agreement;
|
|
•
|
financing
statements or other documents necessary to grant or perfect a security
interest, mortgage, pledge or lien on all or any of the assets of the
partnership;
|
|
•
|
instruments
or papers required to continue the business of Icahn Enterprises pursuant
to the partnership agreement;
|
|
•
|
instruments
relating to the admission of substituted limited partners in the
partnership; and
|
|
•
|
all
other instruments deemed necessary or appropriate to carry out the
provisions of the partnership
agreement.
|
•
|
the
withdrawal, removal or bankruptcy of the general partner (subject to the
right of the unitholders to reconstitute and continue the business of
Icahn Enterprises by written agreement of a majority interest and
designation by them of a successor general partner within
90 days);
|
|
•
|
the
written consent or affirmative vote of a majority interest, with the
approval of the general partner, to dissolve and terminate the
partnership;
|
|
•
|
the
sale or other disposition of all or substantially all of the assets of the
partnership;
|
|
•
|
the
partnership’s insolvency or bankruptcy; or
|
|
•
|
any
other event causing or requiring a dissolution under the Delaware
Act.
|
(1) The title of the debt securities and whether the debt securities
are secured, unsecured, senior securities or subordinated
securities;
|
(2) The aggregate principal amount of the debt securities and any
limit on such aggregate principal amount;
|
|
(3) The price (expressed as a percentage of the principal amount of
the series) at which the debt securities will be issued and, if other than
the principal amount of the debt securities, the portion of the principal
amount of the debt securities payable upon declaration of the maturity of
the debt securities, or (if applicable) the portion of the principal
amount of the debt securities that is convertible into common units or
preferred units, or the method by which any such portion shall be
determined;
|
|
(4) If convertible, the terms on which such debt securities are
convertible, including the initial conversion price or rate and the
conversion period and any applicable limitations on the ownership or
transferability of the common units or preferred units receivable on
conversion;
|
|
(5) The date or dates, or the method for determining the date or
dates, on which the principal of the debt securities will be
payable;
|
|
(6) The rate or rates (which may be fixed or variable), or the method
by which the rate or rates shall be determined, at which the debt
securities will bear interest, if any;
|
|
(7) The date or dates, or the method for determining the date or
dates, from which any interest will accrue, the dates on which any
interest will be payable, the record dates for interest payment dates, or
the method by which the record dates shall be determined, the persons to
whom interest shall be payable, and the basis upon which interest shall be
calculated if other than that of a 360-day year of twelve 30-day
months;
|
|
(8) The place or places where the principal of (and premium, if any)
and interest, if any, on the debt securities will be payable, where the
debt securities may be surrendered for conversion or registration of
transfer or exchange and where notices or demands to or upon us with
respect to the debt securities and the applicable indenture may be
served;
|
|
(9) The period or periods, if any, within which, the price or prices
at which and the other terms and conditions upon which the debt securities
may, pursuant to any optional or mandatory redemption provisions, be
redeemed, as a whole or in part, at our option;
|
|
(10) Our obligation, if any, to redeem, repay or purchase the debt
securities pursuant to any sinking fund or analogous provision or at the
option of a holder of the debt securities, and the period or periods
within which, the price or prices at which and the other terms and
conditions upon which the debt securities will be redeemed, repaid or
purchased, as a whole or in part, pursuant to such
obligation;
|
|
(11) If other than U.S. dollars, the currency or currencies in
which such debt securities are denominated and payable, which may be a
foreign currency or units of two or more foreign currencies or a composite
currency or currencies, and the terms and conditions relating
thereto;
|
|
(12) Whether the amount of payments of principal of (and premium, if
any) or interest, if any, on such debt securities may be determined with
reference to an index, formula or other method (which index, formula or
method may, but need not, be based on a currency, currencies, currency
unit or units, or composite currency or currencies) and the manner in
which such amounts shall be determined;
|
|
(13) Whether the debt securities will be issued in certificated or
book-entry form and, if so, the identity of the depositary for such
securities;
|
|
(14) Whether such debt securities will be in registered or bearer
form or both and, if in registered form, the denominations thereof if
other than $1,000 and any integral multiple thereof and, if in bearer
form, the denominations thereof and terms and conditions relating
thereto;
|
|
(15) The applicability, if any, of the defeasance and covenant
defeasance provisions described in this prospectus or set forth in the
applicable prospectus supplement and indenture, or any modification
thereof;
|
(16) Whether and under what circumstances we will pay any additional
amounts on the debt securities in respect of any tax, assessment or
governmental charge and, if so, whether we will have the option to redeem
the debt securities in lieu of making such payment;
|
|
(17) Any deletions from, modifications of or additions to the events
of default or our covenants, to the extent different from those described
in this prospectus, and any change in the right of any trustee or any of
the holders to declare the principal amount of any debt securities due and
payable;
|
|
(18) The provisions, if any, relating to the security provided for
the debt securities; and
|
|
(19) Any other terms of the debt securities not inconsistent with the
provisions of the applicable
indenture.
|
(1) default for 30 days in the payment of any installment of
interest on any debt security of that series;
|
|
(2) default in the payment of principal of (or premium, if any, on)
any debt security of the series at its maturity upon redemption or
otherwise;
|
(3) default in the performance or breach of any other covenant
contained in the indenture (other than a covenant added to the indenture
solely for the benefit of a series of debt securities issued under the
indenture other than such series), continued for 60 days after
written notice as provided in the applicable Indenture has been
given;
|
|
(4) certain events of bankruptcy, insolvency or reorganization, or
court appointment of a receiver, liquidator or trustee of our company or
any guarantor that is a significant subsidiary, as
defined; and
|
|
(5) any other event of default provided with respect to a particular
series of debt
securities.
|
(1) change the stated maturity of the principal of, or any
installment of interest (or premium, if any) on, any the debt
security;
|
|
(2) reduce the principal amount of, or the rate or amount of interest
on, or any premium payable on redemption of, any such debt security, or
reduce the amount of principal of an original issue discount security that
would be due and payable upon declaration of acceleration of its maturity
or would be provable in bankruptcy, or adversely affect any right of
repayment of the holder of any such debt security;
|
|
(3) change the coin or currency for payment of principal of, premium,
if any, or interest on any the debt security; or
|
|
(4) modify any of the foregoing provisions or any of the provisions
relating to the waiver of certain past defaults or certain
covenants.
|
|
(1) to evidence the succession of another person to our company as
obligor under the indenture;
|
|
(2) to add to the covenants of our company for the benefit of the
holders of all or any series of debt securities or to surrender any right
or power conferred upon us in such indenture;
|
|
(3) to add or change any provisions of an indenture to facilitate the
issuance of, or to liberalize certain terms of, debt securities in bearer
form, or to permit or facilitate the issuance of debt securities in
uncertificated form; provided that the action shall not adversely affect
the interest of the holders of the debt securities of any series in any
material respect;
|
|
(4) to change or eliminate any provisions of an indenture; provided
that any such change or elimination shall be effective only when there are
no debt securities outstanding of any series created prior thereto which
are entitled to the benefit of such provision;
|
|
(5) to provide for the acceptance of appointment by a successor
indenture trustee or facilitate the administration of the trusts under an
indenture by more than one indenture trustee;
|
|
(6) to cure any ambiguity, defect or inconsistency in an indenture;
or
|
|
(7) to supplement any of the provisions of an
indenture;
|
(1) to defease and be discharged from any and all obligations with
respect to such debt securities, or
|
|
(2) to be released from our obligations with respect to covenants
under the applicable
indenture.
|
•
|
the
offering price, if any;
|
|
•
|
the
designation, aggregate principal amount and terms of the debt securities
purchasable upon exercise of the warrants and the terms of the applicable
indenture under which the debt securities will be
issued;
|
|
•
|
if
applicable, the designation and terms of the debt securities with which
the debt warrants are issued and the number of debt warrants issued with
each debt security;
|
|
•
|
if
applicable, the date on and after which the debt warrants and the related
securities will be separately transferable;
|
|
•
|
the
principal amount of debt securities purchasable upon exercise of one debt
warrant and the price at which the principal amount of debt securities may
be purchased upon exercise;
|
|
•
|
the
dates on which the right to exercise the debt warrants begins and
expires;
|
|
•
|
U.S. federal
income tax consequences;
|
|
•
|
whether
the warrants represented by the debt warrant certificates will be issued
in registered or bearer form;
|
|
•
|
the
currencies in which the offering price and exercise price are
payable; and
|
|
•
|
if
applicable, any antidilution
provisions.
|
•
|
the
offering price, if any;
|
|
•
|
if
applicable, the designation and terms of the preferred unit purchasable
upon exercise of the preferred unit warrants;
|
|
•
|
the
number of shares of depositary units or preferred units purchasable upon
exercise of one warrant and the initial price at which the units may be
purchased upon exercise;
|
|
•
|
the
dates on which the right to exercise the warrants begins and
expires;
|
|
•
|
U.S. federal
income tax consequences;
|
|
•
|
call
provisions, if any;
|
|
•
|
the
currencies in which the offering price and exercise price are
payable; and
|
|
•
|
if
applicable, the antidilution provisions of the
warrants.
|
•
|
Our
Annual Report on Form 10-K for the fiscal year ended
December 31, 2008, filed with the SEC on March 4, 2008 (SEC
File No. 1-9516); and
|
|
•
|
The
description of the depositary units contained in the Registration
Statement on Form 8-A, initially filed on May 12, 1987, and any
subsequent amendment thereto filed for the purpose of updating such
description.
|
Icahn
Enterprises G.P. Inc.:
|
|
|||
Report
of Independent Registered Public Accounting Firm
|
F-2 | |||
Report
of Independent Registered Public Accounting Firm
|
F-3 | |||
Consolidated
Balance Sheet as of December 31, 2008
|
F-4 | |||
Notes
to Consolidated Balance Sheet
|
F-5 |
/s/ Ernst & Young LLP |
ASSETS
|
||||
Icahn
Enterprises GP’s cash and cash equivalents
|
$ | 1 | ||
Investment
Management:
|
||||
Cash
and cash equivalents
|
5 | |||
Cash
held at consolidated affiliated partnerships and restricted
cash
|
3,862 | |||
Securities
owned, at fair value
|
4,261 | |||
Due
from brokers
|
54 | |||
Other
assets
|
182 | |||
|
8,364 | |||
Automotive:
|
||||
Cash
and cash equivalents
|
888 | |||
Accounts
receivable, net
|
939 | |||
Inventories,
net
|
894 | |||
Property,
plant and equipment, net
|
1,911 | |||
Goodwill
and intangible assets
|
1,994 | |||
Other
assets
|
596 | |||
|
7,222 | |||
Metals,
Real Estate and Home Fashion:
|
||||
Cash
and cash equivalents
|
350 | |||
Other
assets
|
1,426 | |||
|
1,776 | |||
Holding
Company:
|
||||
Cash
and cash equivalents
|
1,369 | |||
Other
assets
|
84 | |||
|
1,453 | |||
Total
Assets
|
$ | 18,816 | ||
LIABILITIES
AND STOCKHOLDER’S DEFICIT
|
||||
Investment
Management:
|
||||
Accounts
payable, accrued expenses and other liabilities
|
$ | 1,106 | ||
Securities
sold, not yet purchased, at fair value
|
2,273 | |||
Due
to brokers
|
713 | |||
|
4,092 | |||
Automotive:
|
||||
Accounts
payable, accrued expenses and other liabilities
|
2,068 | |||
Debt
|
2,576 | |||
Postemployment
benefit liability
|
1,302 | |||
|
5,946 | |||
Metals,
Real Estate and Home Fashion:
|
||||
Accounts
payable, accrued expenses and other liabilities
|
156 | |||
Debt
|
126 | |||
|
282 | |||
Holding
Company:
|
||||
Accounts
payable, accrued expenses and other liabilities
|
284 | |||
Debt
|
1,869 | |||
|
2,153 | |||
Total
Liabilities
|
12,473 | |||
Commitments
and contingencies (Note 14)
|
||||
Non-controlling
interests
|
6,514 | |||
Stockholder’s
equity (deficit):
|
||||
Common
stock - $1 par value, 1,216 shares authorized, 216 shares
outstanding
|
- | |||
Additional
paid-in-capital
|
52 | |||
Note
receivable from affiliate
|
(10 | ) | ||
Accumulated
deficit
|
(149 | ) | ||
Accumulated
other comprehensive loss
|
(64 | ) | ||
Total
Stockholder’s Deficit
|
(171 | ) | ||
Total
Liabilities and Stockholder’s Deficit
|
$ | 18,816 |
December
31, 2008
|
||||
Raw
materials:
|
||||
Automotive
|
$ | 166 | ||
Home
Fashion
|
12 | |||
|
178 | |||
Work
in process:
|
||||
Automotive
|
125 | |||
Home
Fashion
|
33 | |||
|
158 | |||
Finished
Goods:
|
||||
Automotive
|
603 | |||
Home
Fashion
|
87 | |||
|
690 | |||
Metals:
|
||||
Ferrous
|
27 | |||
Non-ferrous
|
5 | |||
Secondary
|
35 | |||
|
67 | |||
Total
inventories, net
|
$ | 1,093 |
Fair
Value
|
Fair
Value
Over
Basis
|
February
29,
2008
|
||||||||||
|
(Millions
of Dollars)
|
|||||||||||
Cash
and equivalents
|
$ | 801 | $ | — | $ | 801 | ||||||
Accounts
receivable, net
|
1,187
|
—
|
1,187
|
|||||||||
Inventories,
net
|
1,120
|
—
|
1,120
|
|||||||||
Property,
plant and equipment, net
|
2,105
|
—
|
2,105
|
|||||||||
Goodwill
and intangible assets
|
2,112
|
20
|
2,132
|
|||||||||
Other
assets
|
840
|
—
|
840
|
|||||||||
Assets
Acquired
|
8,165
|
20
|
8,185
|
|||||||||
Accounts
payable, accrued expenses and other liabilities
|
2,073
|
—
|
2,073
|
|||||||||
Debt
|
2,934
|
—
|
2,934
|
|||||||||
Postemployment
benefits liability
|
1,008
|
—
|
1,008
|
|||||||||
Liabilities
Assumed
|
6,015
|
—
|
6,015
|
|||||||||
Net
Assets Acquired
|
$ | 2,150 | $ | 20 | $ | 2,170 | ||||||
Non-controlling
interests
|
|
|
$ | (540 |
)
|
|||||||
|
|
|
$ | 1,630 |
•
|
Closure of Facilities and
Relocation of Production — in connection with
Federal-Mogul’s strategy, certain operations have been closed and related
production relocated to best cost countries or to other locations with
available capacity.
|
•
|
Consolidation of
Administrative Functions and Standardization of Manufacturing
Processes — as part of its productivity strategy,
Federal-Mogul has acted to consolidate its administrative functions and
change its manufacturing processes to reduce selling, general and
administrative costs and improve operating efficiencies through
standardization of processes.
|
Amount
|
||||
Long-lived
tangible assets
|
$
|
19 | ||
Goodwill
|
222
|
|||
Other
indefinite-lived intangible assets
|
130
|
|||
Investments
in unconsolidated subsidiaries
|
63
|
|||
|
$
|
434 |
Year
|
Amount
|
|||
2009
|
$
|
51 | ||
2010
|
50
|
|||
2011
|
50
|
|||
2012
|
50
|
|||
2013
|
50
|
|||
Thereafter
|
312
|
|||
|
$
|
563 |
December
31, 2008
|
||||||||
|
Amortized
Cost
|
Carrying
Value
|
||||||
Securities
Owned, at fair value:
|
|
|
||||||
Common
stock
|
$ | 5,112 | $ | 2,826 | ||||
Convertible
preferred stock
|
30
|
9
|
||||||
Call
options
|
41
|
41
|
||||||
Corporate
debt
|
1,830
|
1,385
|
||||||
Total
Securities Owned, at fair value
|
$ | 7,013 | $ | 4,261 | ||||
Securities
Sold, Not Yet Purchased, at fair value:
|
|
|
||||||
Common
stock
|
$ | 2,821 | $ | 2,273 | ||||
Total
Securities Sold, Not Yet Purchased, at fair value
|
$ | 2,821 | $ | 2,273 | ||||
Unrealized
Gains on Derivative Contracts, at fair value (1)
:
|
$ | 74 | $ | 79 | ||||
Unrealized
Losses on Derivative Contracts, at fair value (2)
:
|
$ | 95 | $ | 440 |
(1)
|
Amounts
are included in other assets in our consolidated balance
sheet
|
(2)
|
Amounts
are included in accounts payable, accrued expenses and other liabilities
in our consolidated balance
sheet
|
Private
Funds
Stock
Ownership
Percentage
|
Fair
Value
December
31, 2008
|
|||||||
Investment
|
||||||||
Adventrx
Pharmaceuticals Inc.
|
3.83
|
%
|
$
|
0.3 | ||||
Blockbuster
Inc.
|
7.70
|
%
|
16.2
|
|||||
|
$
|
16.5 |
General
Partners
Are
the Primary Beneficiary
|
General
Partners
Are
Not the Primary Beneficiary
|
|||||||||||||||||||
|
Net
Assets
|
General
Partners'
Interests
|
Pledged
Collateral
(1)
|
Net
Assets
|
General
Partners'
Interests
|
|||||||||||||||
Offshore
Fund and Offshore Master Funds
|
$
|
2,241 |
$
|
5 |
(2)
|
$
|
919 |
$
|
515 |
$
|
0.1 |
(2)
|
(1)
|
Includes
collateral pledged in connection with securities sold, not yet purchased,
derivative contracts and collateral held for securities
loaned.
|
(2)
|
Amount
represents General Partners' maximum exposure to
loss.
|
December
31, 2008
|
||||||||
|
Amortized
Cost
|
Carrying
Value
|
||||||
Available
for Sale
|
|
|
||||||
Marketable
equity and debt securities
|
$
|
26 |
$
|
19 | ||||
Total
available for sale
|
26
|
19
|
||||||
Equity
method investments and other
|
235
|
235
|
||||||
Total
investments
|
$
|
261 |
$
|
254 |
Level
1
|
Level
2
|
Level
3
|
Total
|
|||||||||||||
Assets
|
|
|
|
|
||||||||||||
Securities
owned
|
$
|
2,842 |
$
|
1,363 |
$
|
56 |
$
|
4,261 | ||||||||
Unrealized
gains on derivative contracts (1)
|
—
|
79
|
—
|
79
|
||||||||||||
|
$
|
2,842 |
$
|
1,442 |
$
|
56 |
$
|
4,340 | ||||||||
Liabilities
|
|
|
|
|
||||||||||||
Securities
sold, not yet purchased
|
$
|
2,273 |
$
|
— |
$
|
— |
$
|
2,273 | ||||||||
Unrealized
losses on derivative contracts (2)
|
1
|
439
|
—
|
440
|
||||||||||||
|
$
|
2,274 |
$
|
439 |
$
|
— |
$
|
2,713 |
Balance
at December 31, 2007
|
$
|
— | ||
Realized
and unrealized losses, net
|
(67
|
)
|
||
Purchases,
net
|
123
|
|||
Balance
at December 31, 2008
|
$
|
56 |
Level
1
|
Level
2
|
Total
|
||||||||||
Assets
(1)
|
|
|
|
|||||||||
Available
for sale investments:
|
|
|
|
|||||||||
Marketable
equity and debt securities
|
$
|
19 |
$
|
— |
$
|
19 | ||||||
|
|
|
—
|
|||||||||
Unrealized
gains on derivative contracts
|
—
|
1
|
1
|
|||||||||
|
$
|
19 |
$
|
1 |
$
|
20 | ||||||
Liabilities
(2)
|
|
|
|
|||||||||
Derivative
financial instruments
|
$
|
— |
$
|
99 |
$
|
99 | ||||||
Unrealized
losses on derivative contracts
|
—
|
10
|
10
|
|||||||||
|
$
|
— |
$
|
109 |
$
|
109 |
(1)
|
Amounts
are classified within other assets in our consolidated balance
sheet.
|
(2)
|
Amounts
are classified within accounts payable, accrued expenses and other
liabilities in our consolidated balance
sheet.
|
Credit
Derivative Type by Derivative Risk Exposure
|
Notional
Amount
|
Fair
Value
|
Underlying
Reference Obligation
|
||||||
|
(In
Millions of Dollars)
|
||||||||
Single
name credit default swaps:
|
|
|
|
||||||
Investment
grade risk exposure
|
$
|
408
|
$
|
7
|
Corporate
Credit
|
||||
Below
investment grade risk exposure
|
196
|
(106
|
)
|
Corporate
Credit
|
|||||
|
$
|
604
|
$
|
(99
|
)
|
December
31, 2008
|
||||||||||||||
Description
|
Amortization
Periods
|
Gross
Carrying
Amount
|
Accumulated
Amortization
|
Net
Carrying
Value
|
||||||||||
Definite
lived intangible assets:
|
|
|
|
|
||||||||||
Automotive
|
1 – 22
years
|
$
|
640
|
$
|
(76
|
)
|
$
|
564
|
||||||
Metals
|
5 – 15
years
|
11
|
(2
|
)
|
9
|
|||||||||
|
$
|
651
|
$
|
(78
|
)
|
$
|
573
|
|||||||
Goodwill:
|
|
|
|
|
||||||||||
Automotive
|
|
|
|
$
|
1,076
|
|||||||||
Metals
|
|
|
|
10
|
||||||||||
|
|
|
|
1,086
|
||||||||||
Indefinite
lived intangible assets:
|
|
|
|
|
||||||||||
Automotive
|
|
|
|
354
|
||||||||||
Metals
|
|
|
|
3
|
||||||||||
Home
Fashion
|
|
|
|
13
|
||||||||||
|
|
|
|
370
|
||||||||||
|
|
|
|
$
|
1,456
|
December
31,
2008
|
||||
Land
|
$
|
307
|
||
Buildings
and improvements
|
492
|
|||
Machinery,
equipment and furniture
|
1,605
|
|||
Assets
leased to others
|
590
|
|||
Construction
in progress
|
275
|
|||
|
3,269
|
|||
Less
accumulated depreciation and amortization
|
(391
|
)
|
||
Property,
plant and equipment, net
|
$
|
2,878
|
December
31,
2008
|
||||
Senior
unsecured variable rate convertible notes due
2013 –
Icahn
Enterprises
|
$
|
556
|
||
Senior
unsecured 7.125% notes due 2013 – Icahn
Enterprises
|
961
|
|||
Senior
unsecured 8.125% notes due 2012 – Icahn
Enterprises
|
352
|
|||
Exit
facilities – Federal-Mogul
|
2,474
|
|||
Mortgages
payable
|
123
|
|||
Other
|
105
|
|||
|
$
|
4,571
|
Year
|
Amount
|
|||
2009
|
$
|
102
|
||
2010
|
37
|
|||
2011
|
62
|
|||
2012
|
940
|
|||
2013
|
1,015
|
|||
Thereafter
|
2,562
|
|||
|
$
|
4,718
|
Pension
Benefits
|
||||||||||||
|
United
States
Plans
2008
|
International
Plans
2008
|
Other
Benefits
2008
|
|||||||||
|
(Millions
of Dollars)
|
|||||||||||
Change
in benefit obligation:
|
|
|
|
|||||||||
Benefit
obligation, beginning of year
|
$
|
1,006
|
$
|
348
|
$
|
523
|
||||||
Service
cost
|
24
|
7
|
2
|
|||||||||
Interest
cost
|
62
|
19
|
30
|
|||||||||
Employee
contributions
|
—
|
—
|
2
|
|||||||||
Benefits
paid
|
(75
|
)
|
(23
|
)
|
(51
|
)
|
||||||
Medicare
subsidies received
|
—
|
—
|
4
|
|||||||||
Curtailment
|
—
|
(1
|
)
|
—
|
||||||||
Plan
amendments
|
1
|
—
|
(8
|
)
|
||||||||
Actuarial
losses (gains) and changes in actuarial assumptions
|
(32
|
)
|
1
|
(3
|
)
|
|||||||
Currency
translation
|
—
|
(17
|
)
|
(5
|
)
|
|||||||
Benefit
obligation, end of year
|
$
|
986
|
$
|
334
|
$
|
494
|
||||||
Change
in plan assets:
|
|
|
|
|||||||||
Fair
value of plan assets, beginning of year
|
$
|
907
|
$
|
42
|
$
|
—
|
||||||
Actual
return on plan assets
|
(295
|
)
|
1
|
—
|
||||||||
Company
contributions
|
4
|
23
|
45
|
|||||||||
Benefits
paid
|
(75
|
)
|
(23
|
)
|
(51
|
)
|
||||||
Medicare
subsidies received
|
—
|
—
|
4
|
|||||||||
Employee
contributions
|
—
|
—
|
2
|
|||||||||
Currency
translation
|
—
|
(3
|
)
|
—
|
||||||||
Fair
value of plan assets at end of year
|
$
|
541
|
$
|
40
|
$
|
—
|
||||||
Funded
status of the plan
|
$
|
(445
|
)
|
$
|
(294
|
)
|
$
|
(494
|
)
|
|||
Amounts
recognized in the consolidated balance sheet:
|
|
|
|
|||||||||
Net
amount recognized
|
$
|
(445
|
)
|
$
|
(294
|
)
|
$
|
(494
|
)
|
|||
Amounts
recognized in other comprehensive loss (income), net of tax
impacts:
|
|
|
|
|||||||||
Net
actuarial loss (gain)
|
$
|
350
|
$
|
2
|
$
|
(2
|
)
|
|||||
Prior
service cost (credit)
|
(1
|
)
|
—
|
(8
|
)
|
|||||||
Total
|
$
|
349
|
$
|
2
|
$
|
(10
|
)
|
Pension
Benefits
|
||||||||||||
|
United
States
Plans
2008
|
International
Plans
2008
|
Other
Benefits
2008
|
|||||||||
Discount
rate
|
6.45
|
%
|
5.25 – 8.25
|
%
|
6.40
|
%
|
||||||
Expected
return on plan assets
|
8.50
|
%
|
4.00 – 0.00
|
%
|
—
|
|||||||
Rate
of compensation increase
|
3.50
|
%
|
2.50 – 5.00
|
%
|
—
|
Pension
Benefit
|
||||||||||||
|
United
States
Plans
|
International
Plans
|
Other
Benefits
|
|||||||||
Projected
benefit obligation
|
$
|
986
|
$
|
331
|
$
|
494
|
||||||
Fair
value of plan assets
|
541
|
35
|
—
|
Pension
Benefits
|
||||||||
|
United
States
Plans
|
International
Plans
|
||||||
Projected
benefit obligation
|
$
|
986
|
$
|
311
|
||||
Accumulated
benefit obligation
|
972
|
297
|
||||||
Fair
value of plan assets
|
541
|
18
|
United
States Plan Assets December 31,
|
International
Plan Assets December 31,
|
|||||||||||||||
|
Actual
2008
|
Target
2009
|
Actual
2008
|
Target
2009
|
||||||||||||
Asset
Category
|
|
|
|
|
||||||||||||
Equity
securities
|
71
|
%
|
75
|
%
|
4
|
%
|
4
|
%
|
||||||||
Debt
securities
|
29
|
%
|
25
|
%
|
8
|
%
|
8
|
%
|
||||||||
Insurance
contracts
|
—
|
%
|
—
|
%
|
88
|
%
|
88
|
%
|
||||||||
|
100
|
%
|
100
|
%
|
100
|
%
|
100
|
%
|
|
Pension
Benefits
|
|
||||||||||
|
United
States
|
International
|
Other
Benefits
|
|||||||||
2009
|
$
|
75
|
$
|
21
|
$
|
44
|
||||||
2010
|
77
|
21
|
45
|
|||||||||
2011
|
82
|
22
|
45
|
|||||||||
2012
|
79
|
22
|
44
|
|||||||||
2013
|
82
|
24
|
43
|
|||||||||
Years
2014 – 2018
|
457
|
127
|
204
|
|
December
31, 2008
|
|||
Book
basis of net assets
|
$
|
2,398
|
||
Book/tax
basis difference
|
(114
|
)
|
||
Tax
basis of net assets
|
$
|
2,284
|
|
December
31, 2008
|
|||
Deferred
tax assets:
|
|
|||
Property,
plant and equipment
|
$
|
24
|
||
Net
operating loss
|
653
|
|||
Tax
credits
|
52
|
|||
Postemployment
benefits, including pensions
|
413
|
|||
Reorganization
costs
|
110
|
|||
Other
|
91
|
|||
Total
deferred tax assets
|
1,343
|
|||
Less:
Valuation allowance
|
(988
|
)
|
||
Net
deferred tax assets
|
$
|
355
|
||
|
||||
Deferred
tax liabilities
|
|
|||
Property,
plant and equipment
|
$
|
(194
|
)
|
|
Intangible
assets
|
(336
|
)
|
||
Investment
in U.S. subsidiaries
|
(367
|
)
|
||
Total
deferred tax liabilities
|
(897
|
)
|
||
|
$
|
(542
|
)
|
|
December
31, 2008
|
|||
Balance
at January 1,
|
$
|
3
|
||
Addition
from the acquisition of controlling interest in
Federal-Mogul
|
252
|
|||
Additions
based on tax positions related to the current year
|
40
|
|||
Additions
for tax positions of prior years
|
207
|
|||
Decrease
for tax positions of prior years
|
(16
|
)
|
||
Decrease
for statute of limitation expiration
|
(19
|
)
|
||
Impact
of currency translation and other
|
(9
|
)
|
||
Balance
at December 31,
|
$
|
458
|
Year
|
Operating
Leases
|
|||
2009
|
$
|
53
|
||
2010
|
44
|
|||
2011
|
34
|
|||
2012
|
27
|
|||
2013
|
25
|
|||
Thereafter
|
49
|
|||
|
$
|
232
|
Item 14.
|
Other
Expenses of Issuance and
Distribution
|
Securities
and Exchange Commission registration fee
|
$
|
55,800
|
*
|
|
Accounting
fees and expenses
|
35,000
|
|||
Legal
fees and expenses
|
50,000
|
|||
Printing
expenses
|
10,000
|
|||
Miscellaneous
|
5,000
|
|||
TOTAL
|
$
|
155,800
|
Item 15.
|
Indemnification
of Directors and
Officers.
|
Item 16.
|
Exhibits
|
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration
statement;
|
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
|
|
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the maximum aggregate
offering price set forth in the “Calculation of Registration Fee” table in
the effective registration statement;
|
|
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration
statement;
|
provided, however ,
that paragraphs (1)(i), (1)(ii) and (1)(iii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrants pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement, or is contained in a form of prospectus filed
pursuant to Rule 424(b) that is a part of the registration
statement.
|
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide
offering thereof.
|
|
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
|
|
(4) That, for the purpose of determining liability under the
Securities Act to any
purchaser:
|
(i) If the registrant is relying on
Rule 430B:
|
(A) Each prospectus filed by the registrant pursuant to
Rule 424(b)(3) shall be deemed to be part of the registration
statement as of the date the filed prospectus was deemed part of and
included in the registration statement; and
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|
(B) Each prospectus required to be filed pursuant to Rule 424(b)(2),
(b)(5), or (b)(7) as part of a registration statement in reliance on Rule
430B relating to an offering made pursuant to Rule 415(a)(l)(i), (vii), or
(x) for the purpose of providing the information required by section 10(a)
of the Securities Act shall be deemed to be part of and included in the
registration statement as of the earlier of the date such form of
prospectus is first used after effectiveness or the date of the first
contract of sale of securities in the offering described in the
prospectus. As provided in Rule 430B, for liability purposes of the issuer
and any person that is at that date an underwriter, such date shall be
deemed to be a new effective date of the registration statement relating
to the securities in the registration statement to which that prospectus
relates, and the offering of such securities at that time shall be deemed
to be the initial bona
fide offering thereof. Provided, however ,
that no statement made in a registration statement or prospectus that is
part of the registration statement or made in a document incorporated or
deemed incorporated by reference into the registration statement or
prospectus that is part of the registration statement will, as to a
purchaser with a time of contract of sale prior to such effective date,
supersede or modify any statement that was made in the registration
statement or prospectus that was part of the registration statement or
made in any such document immediately prior to such effective
date; or
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|
(ii) If the Registrant is subject to Rule 430C, each prospectus
filed pursuant to Rule 424(b) as part of a Registration Statement
relating to an offering, other than Registration Statements relying on
Rule 430B or other than prospectuses filed in reliance on
Rule 430A, shall be deemed to be part of and included in the
Registration Statement as of the date it is first used after
effectiveness. Provided,
however , that no statement made in a Registration Statement or
prospectus that is part of the Registration Statement or made in a
document incorporated or deemed incorporated by reference into the
Registration Statement or prospectus that is part of the Registration
Statement will, as to a purchaser with a time of contract of sale prior to
such first use, supersede or modify any statement that was made in the
Registration Statement or prospectus that was part of the Registration
Statement or made in any such document immediately prior to such date of
first use.
|
(5) That, for the purpose of determining liability of the registrant
under the Securities Act to any purchaser in the initial distribution of
the securities, in a primary offering of securities of the undersigned
registrants pursuant to the registration statement, regardless of the
underwriting method used to sell the securities to the purchaser, if the
securities are offered or sold to such purchaser by means of any of the
following communications, the undersigned registrants will be a seller to
the purchaser and will be considered to offer or sell such securities to
such purchaser:
|
(i) Any preliminary prospectus or prospectus of the undersigned
registrant relating to the offering required to be filed pursuant to
Rule 424;
|
|
(ii) Any free writing prospectus relating to the offering prepared by
or on behalf of the undersigned registrants or used or referred to by the
undersigned registrant;
|
|
(iii) The portion of any other free writing prospectus relating to
the offering containing material information about the undersigned
registrant or its securities provided by or on behalf of the undersigned
registrant; and
|
|
(iv) Any other communication that is an offer in the offering made by
the undersigned registrant to the
purchaser.
|
ICAHN
ENTERPRISES L.P.
|
|
By:
|
Icahn
Enterprises G.P. Inc., its General Partner
|
By:
|
/s/ Keith A. Meister
|
Keith
A. Meister
|
|
Principal
Executive Officer and
|
|
Vice
Chairman of the
Board
|
/s/
Keith A. Meister
|
Principal
Executive Officer
|
April 22,
2009
|
||
Keith A. Meister | and Vice Chairman of the Board | |||
/s/
Dominick Ragone
|
Chief
Financial Officer and
|
April 22,
2009
|
||
Dominick Ragone |
Principal
Accounting Officer
|
|||
/s/
Jack G. Wasserman
|
Director
|
April 22,
2009
|
||
Jack G. Wasserman | ||||
/s/
William A. Leidesdorf
|
Director
|
April 22,
2009
|
||
William A. Leidesdorf | ||||
/s/
James L. Nelson
|
Director
|
April 22,
2009
|
||
James L. Nelson | ||||
/s/
Vincent J. Intrieri
|
Director
|
April 22,
2009
|
||
Vincent J. Intrieri | ||||
/s/
Carl C. Icahn
|
Chairman
of the Board
|
April 22,
2009
|
||
Carl C. Icahn |
ICAHN
ENTERPRISES FINANCE CORP.
|
|
By:
|
/s/ Keith A. Meister
|
Keith
A. Meister
|
|
Principal
Executive Officer and
|
|
Vice
Chairman of the
Board
|
/s/
Keith A. Meister
|
Principal
Executive Officer
|
April 22,
2009
|
||
Keith A. Meister | and Vice Chairman of the Board | |||
/s/
Dominick Ragone
|
Chief
Financial Officer and
|
April 22,
2009
|
||
Dominick Ragone |
Principal
Accounting Officer
|
|||
/s/
Jack G. Wasserman
|
Director
|
April 22,
2009
|
||
Jack G. Wasserman | ||||
/s/
William A. Leidesdorf
|
Director
|
April 22,
2009
|
||
William A. Leidesdorf | ||||
/s/
James L. Nelson
|
Director
|
April 22,
2009
|
||
James L. Nelson | ||||
/s/
Vincent J. Intrieri
|
Director
|
April 22,
2009
|
||
Vincent J. Intrieri | ||||
/s/
Carl C. Icahn
|
Chairman
of the Board
|
April 22,
2009
|
||
Carl C. Icahn |
Exhibit No.
|
Description
|
||
1 .1
|
Form
of Underwriting Agreement.(1)
|
||
4 .1
|
Depositary
Agreement among Icahn Enterprises, Icahn Enterprises G.P. Inc. and
Registrar and Transfer Company, dated as of July 1, 1987
(incorporated by reference to Exhibit 4.1 to Icahn Enterprises’ Form
10-Q for the quarter ended March 31, 2004 (SEC File No. 1-9516),
filed on May 10, 2004).
|
||
4 .2
|
Amendment
No. 1 to the Depositary Agreement dated as of February 22, 1995
(incorporated by reference to Exhibit 4.2 to Icahn Enterprises’ Form
10-K for the year ended December 31, 1994 (SEC File No. 1-9516),
filed on March 31, 1995).
|
||
4 .3
|
Specimen
Depositary Receipt (incorporated by reference to Exhibit 4.3 to Icahn
Enterprises’ Form 10-K for the year ended December 31, 2004 (SEC File
No. 1-9516), filed on March 16, 2005).
|
||
4 .4
|
Form
of Transfer Application (incorporated by reference to Exhibit 4.4 to
Icahn Enterprises’ Form 10-K for the year ended December 31, 2004
(SEC File No. 1-9516), filed on March 16,
2005).
|
||
4 .5
|
Specimen
Certificate representing preferred units (incorporated by reference to
Exhibit No. 4.9 to Icahn Enterprises’ Form S-3 (SEC File
No. 33-54767), filed on February 22, 1995).
|
||
4 .6
|
Form
of Amendment to Amended and Restated Agreement of Limited Partnership of
Icahn Enterprises setting forth the rights and preferences of Preferred
Units.(1)
|
||
4 .7
|
Form
of Indenture.
|
||
4 .8
|
Form
of Indenture (Subordinated Debt Securities).
|
||
5 .1
|
Opinion
of Proskauer Rose LLP.
|
||
8 .1
|
Opinion
of Proskauer Rose LLP as to certain federal income tax
matters.(1)
|
||
12 .1
|
Ratio
of earnings to fixed charges.
|
||
23 .1
|
Consent
of Grant Thornton LLP.
|
||
23 .2
|
Consent
of Grant Thornton LLP.
|
||
23 .3
|
Consent
of Ernst & Young LLP.
|
||
23 .4
|
Consent
of Ernst & Young LLP.
|
||
23 .5
|
Consent
of Proskauer Rose LLP (included in Exhibit 5.1).
|
||
24 .1
|
Power
of Attorney (included on the signature pages to this From
S-3).
|
||
25 .1
|
Statement
of Eligibility and Qualification under the Trust Indenture Act of 1939
under the Indenture.(1)
|
||
(1)
|
To
be filed by amendment or as an exhibit to a report pursuant to
Section 13(a), 13(c) or 15(d) of the Exchange Act, as
applicable.
|