UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, DC
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): November 15, 2010
ICAHN
ENTERPRISES L.P.
(Exact
name of Registrant as specified in its charter)
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DELAWARE
(State
or other jurisdiction
of incorporation)
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1-9516
(Commission
File Number)
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13-3398766
(IRS
Employer Identification
No.)
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767
FIFTH AVENUE, SUITE 4700
NEW
YORK, NEW YORK 10153
(Address
of Principal executive offices, including Zip Code)
(212)
702-4300
(Registrant's
telephone number, including area code)
NOT
APPLICABLE
(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:
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
ITEM
2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
On November 15, 2010, Icahn Enterprises
L.P. (“Icahn Enterprises”), through its Investment Management segment, purchased
an additional 668,000 shares of common stock (“Tropicana Shares”) of Tropicana
Entertainment Inc., or Tropicana. As a result of this purchase, the
Investment Management segment holds, in the aggregate, 13,538,446 Tropicana
Shares, representing approximately 51.5% of the outstanding Tropicana
Shares. Prior to this acquisition, the Investment Management segment
held a 48.9% equity interest in Tropicana.
Icahn Enterprises will consolidate
Tropicana’s financial results effective November 15,
2010.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS
(A)
FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
The
financial statements required by this Item are not being filed herewith. To the
extent such information is required by this Item, it will be filed by amendment
to this Current Report on Form 8-K not later than 71 days after the date on
which this Current Report on Form 8-K is required to be filed.
(B) PRO
FORMA FINANCIAL INFORMATION.
The pro
forma financial information required by this Item is not being filed herewith.
To the extent such information is required by this Item, it will be filed by
amendment to this Current Report on Form 8-K not later than 71 days after the
date on which this Current Report on Form 8-K is required to be
filed.
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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ICAHN ENTERPRISES
L.P.
(Registrant)
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By:
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Icahn Enterprises G.P.
Inc.
its general
partner
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By:
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/s/ Dominick
Ragone
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Dominick
Ragone
Chief Financial
Officer
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Date: November 17, 2010