NEW YORK, Dec. 5 /PRNewswire-FirstCall/ -- Icahn Enterprises L.P. today announced the filing with the SEC of two amendments to previously filed registration statements on Forms S-3 and S-4 to update for our recent acquisitions and pending Gaming segment divestiture. We also submitted to the SEC three filings on Form 8-K.
In accordance with SEC rules, we have completed these Form 8-K filings to reflect recent transactions that have been previously disclosed. These transactions include the acquisition of our Investment Management segment through the purchase of the general partnership interests in the management company and general partners of a group of private investment funds managed by Carl C. Icahn, the acquisition of our Metals segment through the purchase of PSC Metals, Inc., the pending sale of our Gaming segment and the reclassification to discontinued operations of our Home Fashion retail operations and certain Real Estate properties.
The first Form 8-K filed updates the information contained in our 2006 10-K, filed with the SEC on March 6, 2007, to reflect the operating results of our Investment Management segment and reclassifies certain operations as discontinued. The second Form 8-K updates information contained in our third-quarter 2007 10-Q and 2006 10-K to reflect the operating results of our Metals segment and includes the same updates as the first Form 8-K for information relating to the 2006 10-K.
The third Form 8-K relates to the Company's purchase of PSC Metals, Inc. which includes stand-alone financial information for PSC Metals, Inc. as well as Icahn Enterprises L.P. pro forma financial information that reflects the acquisition. A similar Form 8-K was filed relating to the acquisition of our Investment Management segment on October 24, 2007.
Icahn Enterprises L.P. also filed today amendments to each of the previously filed registration statements on Forms S-3 and S-4. Both registration statements were originally filed on June 21, 2007 and relate to our issuance of $600 million senior unsecured variable rate convertible notes due 2013 and our issuance of $500 million of privately issued senior unsecured 7.125% notes due 2013. The amendments also incorporate by reference each of the three filings on Form 8-K that we filed today.
We are filing our Form S-3 registration statement to register the depositary units underlying the variable rate convertible notes issued in April 2007. The Form S-4 registration statement is to offer an exchange of registered notes for the private notes issued in January 2007. Both registrations are required by their respective indentures.
Please note that these registration statement amendments and Forms 8-K were filed with the SEC as stated above and are available both on the SEC website at http://www.sec.gov/ and on the Icahn Enterprises L.P. website at http://www.icahnenterprises.com/.
The registration statements referred to above have been filed with the SEC but have not yet been declared effective. The depositary units and notes to be registered thereon may not be sold or issued nor may offers to buy or exchange be accepted prior to the time the applicable registration statement becomes effective. This press release shall not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, nor shall there be any sale or exchange of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
Icahn Enterprises L.P. , a master limited partnership, is a diversified holding company engaged in four primary business segments: Investment Management, Metals, Real Estate and Home Fashion. For more information, please visit the company's website at http://www.icahnenterprises.com/.
Caution Concerning Forward-Looking Statements
This release contains certain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, many of which are beyond our ability to control or predict. Forward-looking statements may be identified by words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates," "will," or words of similar meaning and include, but are not limited to, statements about the expected future business and financial performance of Icahn Enterprises L.P. and its subsidiaries. Among these risks and uncertainties are risks related to substantial competition, rising operating costs and economic downturns; risks related to our investment management activities, including the nature of the investments made by the private funds we manage, changes in domestic and international laws governing private funds and loss of key employees; risks related to our scrap metals activities, including potential environmental exposure; risks related to our real estate activities, including the extent of any tenant bankruptcies and insolvencies, our ability to maintain tenant occupancy at current levels, our ability to obtain, at reasonable costs, adequate insurance coverage and competition for investment properties; risks related to our home fashion operations, including changes in the availability and price of raw materials, changes in customer preferences and changes in transportation costs and delivery times; and other risks and uncertainties detailed from time to time in our filings with the SEC. We undertake no obligation to publicly update or review any forward-looking information, whether as a result of new information, future developments or otherwise.
