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Bloomberg Markets B l o o m b e r g M a r ke t s

32 May 2006 C O V E R S T O RY Month 2006 TK

By Deepak Gopinath
‚One early February night in Las Vegas, the crowd at the Stratosphere Casino’s
Theater of the Stars roared with laughter as Big John the Barbecue Man poked fun
at billionaire investor Carl Icahn. “Mr. Icahn is buying up everything, isn’t he?” said
the comedian, whose real name is Bruce Mickelson. “You want to adopt me or any-
thing? I could use a daddy like you.”
Icahn, seated at the theater’s VIP table, cracked a smile and chuckled, recalls
Richard Brown, head of American Casino & Entertainment Properties LLC, the
Icahn company that owns the casino. Icahn was, on that evening, in the midst of the
largest assault of his career—on Time Warner Inc., the world’s biggest media com-
pany. The veteran corporate raider from the 1980s was, at that moment, once again
in the headlines, this time as a self-described shareholder activist.
Two weeks later, on Feb. 17, Icahn abandoned his Time Warner plan in return for
smaller changes at the company. He barely missed a beat. Within a week, he had em-
barked on another foray, this time leading a hostile bid for South Korean tobacco
giant KT&G Corp. that valued the company at $10 billion. “I like the game,” says
Icahn, who turned 70 on the eve of his settlement with Time Warner. “I believe I’m
doing something salutary.”
There’s more to it than just the thrill of the battle, says Alan Gaines, a Weston, Connect-
icut–based energy financier and former Icahn adviser. “He’s contemplating his place in his-
tory, and that’s what drives him,” says Gaines, whose former brokerage, Gaines Berland

Unbowed by his Time Warner defeat, the

corporate raider is shaking up boardrooms and
running a $4.5 billion mix of casinos,

real estate, railway cars and oil.

Carl Icahn in New York
during his assault on
Time Warner
B l o o m b e r g M a r ke t s B l o o m b e r g M a r ke t s
34 May 2006 May 2006 35

Inc., used to advise Icahn on his energy invest- If Icahn does take over a company, he installs new
ments. “He would like to be known as a share- management and works to make the company more profitable.
holder activist rather than a corporate raider.” Icahn bought St. Charles, Missouri–based American Railcar In-
Icahn gained notoriety as one of a handful of dustries Inc. in 1994, investing a total of $42.8 million. As of
takeover artists who tilted at some of America’s Feb. 28, he says, that investment has returned 880 percent, or a
biggest and most-respected corporations dur- profit of $332.5 million. In 1998, Icahn invested $28 million in
ing the 1980s—a period that became known as New Seabury, a Cape Cod golf and condo development that’s
the decade of greed. Along with contemporaries now worth $175 million, says Jim Vaccaro, a Cape Cod–based
such as Nelson Peltz, Ronald Perelman and development consultant. And a $157.7 million investment in
Boone Pickens, Icahn laid siege to giants such Philip Services Corp., an industrial services company, has gen-
as Phillips Petroleum Co., Texaco Inc. and Trans erated $347 million in profits since Icahn bought the company
World Airlines Inc. “He came into prominence in 1998, Icahn says.
in the 1980s, when doing what he’s doing today Whether or not he gets control of the target company, Icahn
was considered nonstandard Wall Street be- usually comes out ahead, says Jon Weber, 47, president of
havior,” says Charles Gradante, managing prin- American Real Estate Partners. In January, for instance, Icahn
cipal of New York–based hedge fund consultant lost his bid to take over Toronto-based Fairmont Hotels &
Hennessee Group LLC. “Now, shareholder ac- Resorts Inc., for which he’d offered $40 a share, when the
tivism is becoming mainstream.” hotelier accepted a $45-a-share bid from Saudi Prince
Alwaleed bin Talal. The prince’s offer was 41 percent above the

t was with that in mind that Icahn, in
2004, founded a hedge fund that today
has $3 billion in assets and boasts annu-
Icahn says the key to successful
alized returns of more than 15 percent. Icahn investments is the timing. ‘You’ve
Partners LP, the hedge fund, is about one-sixth got to go in when nobody wants
the size of No. 1 hedge fund company D.E. Shaw
& Co., according to Bloomberg data.
it,’ he says.
Icahn says the raider image doesn’t do him
justice. In addition to pressuring company man- $31.38 Icahn had paid when he began purchasing Fairmont
agers to boost their share prices, he says, he’s stock in August.
also been running a stable of companies often When Icahn invests in a company, the shareholders don’t
bought out of bankruptcy. “People think I am a always walk away winners. Last year, investors in two sepa-
short-term investor,” Icahn says. “My philosophy rate transactions sued him, alleging self-dealing. Icahn de-
is that if I can get control, I stick with the invest- nies the accusations. And he has had some spectacular flops,
ment. I’ve been in casinos since 1997, oil and gas such as his attempt to turn around TWA, which he bought in
since 1991, rail cars since the 1980s.” 1985. The company filed for bankruptcy protection in 1992.
Call it Icahn Inc.—an empire with revenue “We did well for three or four years,” Icahn says. “My mistake
last year of $4.5 billion and more than 22,000 was not getting out earlier.”
employees. Its reach extends from Cape Cod, Icahn got the timing right when he started buying casinos in
Massachusetts, where he owns an oceanfront the late 1990s. Gambling owners were concerned that competing
golf resort, down through the high-tech corri- American Indian–owned casinos would drive them out of busi-
dor of northern Virginia, where he has a stake ness because of the tax breaks they received. “Everyone was afraid
in a telecommunications company, to the Mid- of the Indians,” says Icahn, who paid a total of $260 million for
west, where his holdings range from a scrap the casinos. They now generate earnings of $100 million a year.
metals company to a maker of sausage casings. In 1997, he bought the Stratosphere, which includes the
Unlike fellow billionaire Warren Buffett, who tallest free-standing observation tower in the U.S., for $98
invests through Berkshire Hathaway Inc., Icahn million from Grand Casinos Inc., which had paid $500 mil-
doesn’t have a single, publicly traded conglomer- Icahn’s investments include American Railcar, top, a Cape Cod golf resort, lion for the Las Vegas property just one year earlier. “We
ate for his holdings. The closest proxy is Mount above, and the Stratosphere Casino in Las Vegas, right. Icahn’s choice of prey is driven by instinct, he says. “Some- started sinking the day we bought it,” recalls Lyle Berman,


Kisco, New York–based American Real Estate thing just clicks,” he says. who was chairman of Grand Casinos at the time. “People

Partners LP, which holds Icahn’s interests in gambling, real es- Although the range of Icahn’s investments can be bewil- Once he’s identified a potential target, Icahn takes one of didn’t gamble as much as we thought they would.”
tate, energy and home textiles. American Real Estate’s deposi- dering, he says they’re all driven by one simple axiom: “I like two possible tacks. “Bifurcation,” he calls it. If he can’t gain Icahn turned the casino around by adding 1,000 rooms to
tary units, 90 percent of which are controlled by Icahn, soared to buy undervalued assets where there is a disconnect be- control of the company, he buys a stake and lobbies for man- its hotel. He hired Brown from Harrah’s Entertainment Inc.
55 percent on the New York Stock Exchange during the 12 tween value and share price.” The key, Icahn says, is timing. agement to make changes that will boost the firm’s share to run the Stratosphere in early 2000. Icahn’s focus, Brown
months ended on March 3, to $44.22. At that price, the com- “You’ve got to go in when nobody wants it,” he says. “You go in price. These are the investments, such as Time Warner, he says, is to attract customers by providing gamblers with the
pany was worth about $2.7 billion. when the markets are most pessimistic about the industry.” typically makes through his hedge fund. best deal possible. “We have the best odds in Las Vegas and
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profits totaling $2.77 billion on in- reinvented himself as an expert in options. In 1968, he bought As befits a critic of corporate waste and mismanagement,
��������������� vestments of more than $20 mil- a seat on the NYSE with $150,000 in savings and $400,000 Icahn runs his own business with a small staff. Icahn’s invest-
������������������������������������������������ lion each in 56 different companies. borrowed from his wealthy uncle, Elliot Schnall, a former ment team includes Vince Intrieri, 49, a former distressed-
That translates into a compound businessman, and founded Icahn & Co., a brokerage firm. debt trader at New York–based hedge fund firm Elliott
����������� ������
������������� ����������� ����������� ������������� annual rate of return of 29 percent. Associates, who has been with Icahn for nine years; Keith

��������������������������������� ��������������������������� ������ ���� Now a billionaire, Icahn has y the late 1970s, Icahn had begun buying blocks of Meister, 33, who has a bachelor’s degree in government from
������������������ �������������������������������� � ���� ���� come a long way from his childhood shares and launching proxy contests in companies Harvard College; and six analysts.
��������������������� ��������������������������������������� � ����� ��� in the small community of Bays- whose stocks were undervalued. The plan, according Weber, who’s a graduate of Harvard Law School and for-
water, Queens, some 15 miles from to Stevens, was to pressure management to buy him out at mer managing director at JPMorgan Chase & Co., and just
the spires of Wall Street. His father, a premium—a practice that became known as greenmail—
Atlantic City,” he says. Brown recalls calling Icahn in a panic Michael, was a cantor at nearby Temple Beth-El, and his mother, or sell the company to a third-party buyer. Either way, Icahn
at 1:30 a.m. once when a player at the Sands Casino in Atlan- Bella, was a public school teacher. Icahn won a scholarship to would win. Icahn’s first big payoff came in 1979 with Mans-
‘One way or another, Carl finds
tic City—another Icahn property—beat the house for more Princeton University, where he eschewed the establishment eat- field, Ohio–based rangemaker Tappan Co. He netted a $2.7 a way to declare victory,’ says
FILE $1 icahnlist4
than million. “Carl just laughed and said his swings in the ing clubs that dominated the social scene and instead joined Pros- million profit after the firm was bought for a premium by Alfred Kingsley, who worked with
market 28p4 x 9p4 more than that every day,” Brown says.
are much pect, a club that attracted students who were outside the social Swedish appliance maker Electrolux AB. The profits got big-
Icahn also jumped into the oil business at a time when few and religious mainstream, says Mark Stevens, author of King ger. In 1983, Icahn made $19 million on a stake he had ac-
Icahn in the 1980s.
others wanted to. He brought Dallas-based oil and gas explo- Icahn: The Biography of a Renegade Capitalist (Dutton, 1993). cumulated in conglomerate Gulf & Western Inc. after the
ration and production company National Energy Group Inc. In 1957, Icahn graduated with a bachelor’s degree in philos- company’s investment bank, Kidder Peabody & Co., found a four other managers are in charge of overseeing the compa-
out of bankruptcy in 2000, when oil prices were an average ophy, winning a prize for the best senior thesis, “An Explication buyer for Icahn’s shares. And in 1984, he was paid $41 mil- nies. Add in the seven lawyers on staff and there are only 20
of $28 a barrel—less than half of what they are now. Domes- of the Empiricist Criterion of Meaning.” Bowing to his mother’s lion in greenmail by tiremaker B.F. Goodrich Co. professionals working for Icahn from the 47th floor of 767
tic oil and gas assets like NEG’s went begging as U.S. oil com- demands, Icahn enrolled in New York University medical “One way or another, Carl finds a way to declare victory,” Fifth Avenue, with sweeping views of Central Park.
panies looked overseas for investment opportunities. Icahn’s school that September. He dropped out after two years, did a says Alfred Kingsley, who worked with Icahn in the 1980s Frugality is the reigning ethos at Icahn Inc. Icahn helps the
$235 million investment in NEG returned a profit of $263 six-month stint in the army at Fort Dix, New Jersey, and in San and helped design his takeover strategies. “He never gives up companies he owns buy insurance, office supplies and com-
million by May 2004, a 112 percent gain. He plans to sell par- Antonio and, at the age of 25 in 1961, began his Wall Street ca- and always has the next move planned,” says Kingsley, who’s puter equipment in bulk—a step he says saves $20 million a
ent company NEG Inc. in an initial public offering this year. reer as a broker-trainee at Dreyfus & Co. now managing partner of New York–based investment firm year on property insurance premiums alone. Even top execu-
Overall, from January 1996 to May 2004, Icahn made net After the equity bull market collapsed in 1962, Icahn Greenway Partners LP. tives travel on a budget. When Weber visits Icahn’s companies,
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��������� May 2006 39

he says, he stays at motels costing less than $100 a night, such Icahn didn’t want to hear it. Get the piles in by Friday, he a success fee at the end of his contract if he 150 jobs by moving corporate head-
��� �������������
as the Fairfield Inn in St. Charles, Missouri, where American ordered Litt. Litt succeeded, with help from a supervisor exceeds certain cash-flow targets. ��������������� quarters to St. Louis. Icahn invested in
Railcar has its headquarters. In March, visitors from Icahn Icahn used to monitor construction work on his companies’ The flip side of that equation is that ��������������������� a new rail car plant and encouraged
companies stayed at New York’s Park Lane Hotel, where they buildings. “You need a lot of self-confidence to work for Carl,” Icahn gives managers a lot of autonomy. Unger to implement cost controls for
paid just $199 a room. says Litt, whose school of 250 students now boasts the high- Icahn likes to tell the story of how a board raw material sourcing.
Even the people who manage Icahn’s charitable endeavors est math scores and second-highest English test scores for member of American Casino wanted to In January, Icahn took American Rail-
say working for him is no picnic. In the South Bronx, across fourth-graders in all New York state public schools. Charter make a large room in the Stratosphere into car public, netting the company $186.5 mil-
the street from public housing projects, is one of Icahn’s schools must meet certain performance guidelines in ex- a Copacabana-style nightclub. Icahn liked lion. As of March 3, shares of American
proudest investments: A $3.5 million, one-story, prefabri- change for freedom from many of the regulations that apply the idea and even had some plans drawn Railcar had gained more than 60 percent
�������� ���
cated redbrick building that houses the Carl C. Icahn Charter to other public schools. “The way I see it, either I get a bonus up. Then he asked American Casino CEO to $34.51 from the $21 offering price. The
��� ��� ��� ��� ��� ���
every year or I am fired,” Litt says. He has received bonuses Brown what he thought. “He said that it timing of the IPO was Icahn’s, Unger says.
for the past two years. was the dumbest idea he’d ever heard,” ����������������� Not all investors in Icahn’s proper-
‘The way I see it, either I get a Icahn says he applies the same management principles to Icahn says. “I tore up the plans right there and then.” ties are happy, though. In September, Robino Stortini Hold-
bonus every year or I am fired,’ the school that he uses to run the companies he owns. “I hold ings LLC, a Delaware-based investment company and

says the principal of a school Icahn companies accountable,” he says. “I also incentivize manage- utonomy is balanced with accountability.���� Every month, shareholder in GB Holdings Inc., an Icahn-controlled com-
ment and give them bonuses.” Brown and other Icahn CEOs report to Weber in New pany, sued Icahn. Robino Stortini alleges that Icahn trans-
founded in the Bronx. The incentive may come only if a company’s managers meet

York with their companies’ numbers, which

����� Weber then ferred ownership of the Sands casino out of GB Holdings
stringent goals, says Bruce Roberson, CEO of Icahn-owned en- compares with industry averages. American Railcar CEO Jim and into American Real Estate Partners without giving mi-
School. “I wanted to give these kids a shot,” Icahn says. “I was vironmental and industrial cleaning company PSC Industrial Unger tells a similar tale of arm’s-length management com- nority shareholders a chance to sell their shares, leaving
a poor kid myself.” Icahn gives each student a Godiva choco- Services Inc., based in Houston, Texas. “Compensation is not bined with a willingness to invest in the business and a sharp them owning a shell with no significant assets. “We believe
late Santa every year at Christmas. egregious,” says Roberson, who had to take a pay cut from his eye for the bottom line. “Icahn’s expertise is in knowing value it was a fraudulent conveyance,” says Michael Stortini,
Jeffrey Litt, principal of the school, recalls a board meet- previous job as a senior partner at consulting firm McKinsey & and strategic business planning,” Unger, 58, says. “He holds us RSH’s managing member. “It was a self-dealing transaction
ing with Icahn on a Monday in April 2001. Icahn wanted to Co. when he joined in January 2005. Roberson, 48, was given a accountable for meeting targets and budgets.” designed to give Icahn full control of the asset.” Icahn attor-
know whether school construction was on track. Litt told three-year contract to turn the company around for a possible When Icahn bought American Railcar predecessor ACF ney Keith Schaitkin denies the allegations and says he be-
Icahn that workers couldn’t drive in the foundation piles be- sale. Roberson says his annual bonus depends on delivering Industries Inc., at which Unger was a senior vice president, lieves the claims are without merit. Icahn has filed a motion
cause they kept hitting rubble. a 20–25 percent annual increase in earnings. He could also get in 1984, he closed its New York office, eliminating about to dismiss the case.
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������������������� oriented towards performance.” Icahn did garner

hedge fund support in his successful proxy fight
���������������������������������������������������������������������������� against Dallas-based video rental company
Blockbuster Inc. In May 2005, Icahn won three
seats on Blockbuster’s board after he argued that
the company, which lost $1.25 billion in 2004,
was being mismanaged.

���� ���� ���� Winning the proxy fight wasn’t enough to

turn around Blockbuster’s fortunes. Since then,
������ ������� �������
�������� ������ ������ its stock has dropped more than 60 percent as
the video rental industry as a whole suffered a
downturn last year. “These things take time,”
Icahn says of his Blockbuster investment. Block-
buster CEO John Antioco declined to comment.
Icahn teamed up with another hedge fund for

���� ���� ���� his investment in Oklahoma City–based oil and

gas company Kerr-McGee Corp. Icahn already
������ ������ ������
����� ����� ����� had a small position in Kerr-McGee when he was
approached by New York–based JANA Partners
LLC founder Barry Rosenstein about joining
And in December, Fort Worth, Texas–based hedge fund forces on a proxy fight against the company. “I came to him
firm R2 Investments LDC accused Icahn of breach of fiduciary with an investment idea; I felt we needed his help,” Rosen-
���� duty ��������
when it filed suit to block a sale of Icahn-controlled XO stein says. “It worked out very well.”
���� Communications Inc.’s nonwireless assets to another Icahn- Icahn and JANA bought a 7.7 percent stake in Kerr-
�����owned ��������company for $700 million. The proceeds of the sale will McGee and launched a proxy fight in March 2005. Icahn
used to retire XO’s long-term debt, most of which is owed to and Rosenstein wanted the company to sell less-profitable
Icahn, according to the suit. XO’s wireless business, whose businesses and buy back stock. During one negotiating ses-
only assets are licenses, has never generated revenues. sion with the company in Icahn’s offices, Icahn broke into a
As a minority shareholder in XO, R2 Investments couldn’t rendition of the show tune “Oklahoma,” Rosenstein says.
stop the sale. “Icahn publicly argues as a shareholder activist for “Icahn said, ‘I’m not going to stop singing until we have a
the Time Warner shareholders to have a voice, yet he won’t let deal,’” Rosenstein says. “It helped break the tension.” On
minority shareholders have a meaningful vote on this transac- April 14, 2005, Kerr-McGee agreed to a $4 billion share
tion,” says William Holloway Jr., managing director of Q Invest- buyback to end the proxy fight. Kerr-McGee stock traded at
ments Group, of which R2 is a part. “To us, this seems like the $99.53 on March 3, up more than 25 percent since the deal
definition of hypocrisy.” was announced.
XO solicited bids from 89 companies for the nonwireless
assets, says Bruce Kraus, an attorney with Willkie Farr & Gal-
lagher LLP, which represents XO. Icahn filed a response de-
nying all allegations of wrongdoing.
Icahn began his assault on Time Warner CEO Richard
Parsons last August, less than a year after founding his activ-
ist hedge fund. The fund was born out of his desire to go after
bigger companies that, by the simple virtue of their size, had
been previously untouchable by activists. Icahn Partners,
whose investors include wealthy individuals and foundations,
has a three-year lockup, a minimum investment of $25 mil-
lion and a 2.5 percent management fee and takes 25 percent
of profits. Most hedge funds charge a 2 percent management
fee and take 20 percent of profits. Icahn has put more than
$300 million of his own money into the fund.
For Icahn, the primary attraction of starting the fund was
that he could recruit other hedge funds to support him in his

fights. “You couldn’t have done it five years ago, because own-
ership would be too institutionalized,” Icahn says. “I believe a Jon Weber, president of American Real Estate Partners,
oversees Icahn’s companies.
secular change is in the making because hedge funds are
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42 May 2006 C O V E R S T O RY : I C A H N ’ S E M P I R E

Icahn invited Rosenstein and Steven Cohen, founder of billion, cut $1 billion in costs and consult with Icahn about
Stamford, Connecticut–based hedge fund firm SAC Capital adding two independent directors to the board. If Time War-
Advisors LLC, to join him in what could have been the big- ner shares go up just $2, Icahn stands to make $124 million.
gest proxy fight in history, against Time Warner. In August, All of the players came out of the Time Warner battle
the group, which also included Franklin Mutual Advisers slightly better off, says Robert Chapman, managing partner
LLC, began its assault on Time Warner, which had a market at Chapman Capital LLC, a Los Angeles–based activist hedge
capitalization of $85 billion, and demanded that the world’s fund firm. “Shareholders got a 25 percent buyback and $1 bil-
biggest media company buy back $20 billion in stock and lion in real cost savings; that helps protect Icahn’s invest-
spin off its cable television business. By February of this year, ment,” Chapman says. “And Parsons comes out looking like a
the group had amassed a 3.3 percent stake. statesman, responsive to the needs of owners.” Parsons de-
clined to comment.

arsons responded by boosting a planned $5 billion “In the end, Carl did what he’s good at doing: He cut a
buyback to $12.5 billion and selling a 5 percent stake deal,” says hedge fund manager Leon Cooperman of Omega
in America Online to Google Inc. for $1 billion. Icahn Advisors Inc.
ratcheted up the pressure by hiring Lazard Ltd. CEO Bruce And Icahn says he’s got no plans to stop rabble-rousing
Wasserstein to produce a report criticizing Parsons and out- anytime soon. “I enjoy showing the emperor has no clothes,”
lining a plan for breaking up the company. The 343-page re- he says.
port, released on Feb. 7, failed to budge Time Warner stock, Icahn’s bedtime reading during the Time Warner fight
which has hovered at around $18 since Icahn launched his was Steven Pressfield’s The Virtues of War, a historical novel
fight six months earlier. It traded at $17.43 on March 3. about Alexander the Great. “I am interested in how these
Icahn settled with Parsons after failing to gain traction, guys really succeed,” Icahn says. “The thing they have in com-
not only among institutional investors but even among hedge mon is an obsessive passion for what they do.” Whether as a
funds. “It is like you are going to war and you are expecting raider or an activist or owner of a corporate empire, that’s
another army to join you and the other army doesn’t come,” what keeps Icahn going, too.„
Icahn says. “Considering this, I believe we got a great deal.” DEEPAK GOPINATH is a senior writer at Bloomberg News in New York.
Time Warner agreed to increase its share buyback to $20


Tracking What Icahn’s Up To

Carl Icahn owns 90 percent of American Real Estate Partners Missouri–based maker of railroad hopper and tank cars. To
depositary units, which trade on the New York Stock Exchange. see an income statement summary for the company, which
The U.S. Securities and Exchange Commission classifies the sold shares in an IPO in January, type ARII US <Equity>
company as an operator of nonresidential real estate. Icahn CH2 <Go>.
also uses the company to control assets in a variety of indus- To use the Bloomberg Law Search function to search for
tries, including oil and gas and textiles. To see a list of the com- proxies filed in the U.S. by Icahn, type BBLS <Go> and click
pany’s major subsidiaries, type ACP US <Equity> RELS <Go> on United States under Sources. Under United States, click
3 <Go>. Dallas-based subsidiary National Energy Group Inc., on EDGAR to display a menu of types of SEC electronic fil-
which produces oil and gas, plans to merge with another sub- ings. Click on Proxy and Information Statements and then
sidiary that filed on Feb. 14 to sell shares in an initial public on All Proxy and Information Statements, which then ap-
offering this year. Subsidiary WestPoint International Inc. pears under the Selections heading on the right side of the
acquired most of the assets of WestPoint Stevens, a West screen. Enter ICAHN in the ENTER TERMS field and click on
Point, Georgia–based maker of towels and bed linens, after the Search button to display a list of the filings.
winning a bankruptcy auction in June 2005. To use the Com- JON ASMUNDSSON
pany/Security Filings function to
display a list of the most-
recent SEC filings for Ameri-
can Real Estate Partners, type
CF <Go>, as shown at right.
Icahn also owns more
than half of American Rail-
car Industries, a St. Charles,

To ru n the Earnings Su m mary fu nct ion on Amer ican Real Estate Par tners, type ACP US <Eq u ity> ERN <Go>.