Unassociated Document
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 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): July 28, 2008
Icahn
Enterprises L.P.
(Exact
name of registrant as specified in its charter)
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Delaware
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1-9516
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13-3398766
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(State or Other Jurisdiction of
Incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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767 Fifth Avenue, Suite 4700, New York, NY 10153
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(Address of Principal Executive Offices) (Zip Code)
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Registrant’s Telephone Number,
Including Area Code: (212)
702-4300
(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:
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Written
communication pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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ITEM
1.01 ENTRY INTO A DEFINITIVE MATERIAL AGREEMENT
Effective
July 28, 2008, Dominick Ragone became Chief Financial Officer of Icahn
Enterprises Holdings L.P. (“Icahn Enterprises Holdings”) in accordance with an
Employment Agreement dated as of May 1, 2008 (the “Agreement”), between Mr.
Ragone and Icahn Enterprises Holdings. Pursuant to the Agreement, Mr. Ragone
will serve as Chief Financial Officer of Icahn Enterprises Holdings and an
officer, director, advisor or agent to Icahn Enterprises Holdings, Icahn
Enterprises L.P. (“Icahn Enterprises”) and/or Icahn Enterprises G.P. Inc.
(“Icahn Enterprises G.P.”), the general partner of Icahn Enterprises Holdings
and Icahn Enterprises, and each of their respective direct and/or indirect
subsidiaries. Mr. Ragone commenced full-time employment with Icahn Enterprises
Holdings under the Agreement on July 28, 2008, and his employment period shall
continue through December 31, 2011, unless otherwise terminated earlier pursuant
to the terms of the Agreement.
Pursuant
to the Agreement, Mr. Ragone is entitled to a base salary of $300,000 for the
calendar year 2008 (the “Base Salary”), which Base Salary may be increased at
the discretion of the Chairman of the Board of Directors (the “Board”) of Icahn
Enterprises G.P. by up to approximately 10% for the calendar year 2009.
Mr. Ragone will be eligible to receive a one-time bonus in the amount of
$1,150,000 for the calendar year 2008 (the “Bonus Compensation”), and which
Bonus Compensation will be earned and payable provided that Mr. Ragone is
actively employed on a full time basis by Icahn Enterprises
Holdings on the day such bonus is to be paid. Additional bonuses will be
payable at the discretion of the Chairman of the Board. In addition, Mr. Ragone
will be entitled to receive from Icahn Enterprises Holdings a special
bonus in the aggregate amount equal to (i) $1,200,000 minus
(ii)
specified deductions (the “Special Bonus Compensation”). The Special
Bonus Compensation will be payable in three equal installments on the first
business day of July 2009, July 2010 and July 2011, provided that Mr. Ragone
is
actively employed on a full time basis by Icahn Enterprises
Holdings on the day such installment is to be paid.
The
foregoing description of the Agreement does not purport to be complete and
is
qualified in its entirety by reference to the Agreement, which is filed as
Exhibit 10.1 hereto and is incorporated into this current report on Form
8-K by reference.
ITEM
5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS
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(c)
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Appointment
of Chief Financial Officer
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Effective
July 28, 2008, Dominick Ragone, 46, became Chief Financial Officer of Icahn
Enterprises Holdings in accordance with the Agreement between Mr. Ragone and
Icahn Enterprises Holdings. Pursuant to the Agreement, Mr. Ragone will serve
as
Chief Financial Officer of Icahn Enterprises Holdings and an officer, director,
advisor or agent to Icahn Enterprises Holdings, Icahn Enterprises and/or Icahn
Enterprises G.P., and each of their respective direct and/or indirect
subsidiaries. Mr. Ragone commenced full-time employment with Icahn Enterprises
Holdings under the Agreement on July 28, 2008, and his employment period shall
continue through December 31, 2011, unless otherwise terminated earlier pursuant
to the terms of the Agreement.
Prior
to
his appointment as Chief Financial Officer, from May 2007 to June 2008, Mr.
Ragone was the Assistant Controller for Bear Stearns. Mr. Ragone also held
positions as a Managing Director for Morgan Stanley from 2004 to 2007, and
as a
Partner for PricewaterhouseCoopers LLP from 1988 to 2004. During his tenure
at
PricewaterhouseCoopers LLP, Mr. Ragone served as a Professional Accounting
Fellow with the SEC’s Office of the Chief Accountant from 1999 to 2001. Mr.
Ragone received his B.S. degree in Accounting from Pace University.
See
the
disclosure under Item 1.01 of this current report on Form 8-K, which is
incorporated herein by reference.
Effective
as of July 28, 2008, Andrew R. Skobe is no
longer the interim Chief Financial Officer and Chief Accounting Officer of
Icahn
Enterprises Holdings, positions he held since April 2, 2007. Mr. Skobe has
assumed other financial responsibilities within Icahn Enterprises
Holdings and its affiliated companies.
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(d)
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Entry
into Material Compensatory Plan
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Pursuant
to the Agreement, Mr. Ragone is entitled to a Base Salary, Bonus Compensation
and Special Bonus Compensation. See the disclosure under Item 1.01 of this
current report on Form 8-K, which is incorporated herein by reference.
ITEM
8.01 OTHER EVENTS
On
July
28, 2008, Icahn Enterprises issued a press release with respect to the
employment of Mr. Dominick Ragone, a copy of which is attached
hereto.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d)
Exhibits.
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Exhibit
No.
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Description
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10.1
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Employment
Agreement of Dominick Ragone, dated as of May 1, 2008
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99.1
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Press
Release, issued July 28, 2008
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[remainder
of page intentionally left blank; signature page follows]
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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(Registrant)
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By:
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Icahn
Enterprises G.P. Inc.
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its
General Partner
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By:
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/s/
Peter K. Shea
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Peter
K. Shea
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President
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Date: July
29,
2008