-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NFE2c3KUwPdyUsGvxhQ/3E+kREfQ9D4YZJp4/TgWlSVW85sV1OqxZeS/EXOoRAS8 YAVS1oLgsbf5vaf00bLjAg== 0000897204-99-000116.txt : 19991223 0000897204-99-000116.hdr.sgml : 19991223 ACCESSION NUMBER: 0000897204-99-000116 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19991222 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19991222 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN REAL ESTATE PARTNERS L P CENTRAL INDEX KEY: 0000813762 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF NONRESIDENTIAL BUILDINGS [6512] IRS NUMBER: 133398766 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-09516 FILM NUMBER: 99778878 BUSINESS ADDRESS: STREET 1: 100 SOUTH BEDFORD ROAD CITY: MT KISCO STATE: NY ZIP: 10549 BUSINESS PHONE: 9142427700 8-K 1 8-K OF AMERICAN REAL ESTATE PARTNERS, L.P. 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 December 22, 1999 ----------------- Date of Report (Date of earliest event reported) AMERICAN REAL ESTATE PARTNERS, L.P. ----------------------------------- (Exact Name of Registrant as Specified in its Charter) Delaware 1-9516 13-3398766 -------- ------ ---------- (State of Organization) (Commission File Number) (IRS Employer Identification Number) 100 SOUTH BEDFORD ROAD MT. KISCO, NY 10549 ------------------- (Address of Registrant's Principal Executive Office) (Zip Code) (914) 242-7700 -------------- (Registrant's telephone number, including area code) ---------- (Former Name or Former Address, if Changed Since Last Report) ITEM 5. OTHER EVENTS. On December 22, 1999, the Registrant announced that it has reached an agreement in principle to acquire Bayswater Realty and Capital Corp. and its affiliated entities from the Registrant's Chairman, Mr. Carl C. Icahn. The purchase price for the acquisition will be $90 million payable in cash. The acquisition, which is subject to completion of satisfactory due diligence, the negotiation of definitive agreements and customary closing conditions, is expected to close in the first quarter of 2000. Reference is made to the press release, dated December 22, 1999, annexed hereto as Exhibit 20.2, for information regarding the announcement. ITEM 7. EXHIBITS. Exhibit No. Description of Document - ----------- ----------------------- 20.2 Press Release, dated December 22, 1999. 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. AMERICAN REAL ESTATE PARTNERS, L.P. (Registrant) By: American Property Investors, Inc., General Partner By: /s/ John P. Saldarelli --------------------------------------- John P. Saldarelli Secretary and Treasurer Date: December 22, 1999 EXHIBIT INDEX Exhibit Number Description Page No. - -------------- ----------- -------- 20.2 Press Release, dated December 22, 1999. E-1 [AMERICAN REAL ESTATE PARTNERS, L.P.] (Logo) CONTACT: John P. Saldarelli Secretary and Treasurer 914/242-7700 FOR IMMEDIATE RELEASE AMERICAN REAL ESTATE PARTNERS, L.P. ----------------------------------- TO ACQUIRE BAYSWATER REALTY AND CAPITAL CORP. --------------------------------------------- MOUNT KISCO, NEW YORK, DECEMBER 22, 1999 - American Real Estate Partners, L.P. (NYSE: ACP) today announced that the Company has reached an agreement in principle to acquire Bayswater Realty and Capital Corp. and its affiliated entities from the Company's Chairman, Mr. Carl C. Icahn. The purchase price for the acquisition will be $90 million payable in cash. The acquisition, which is subject to completion of satisfactory due diligence, the negotiation of definitive agreements and customary closing conditions, is expected to close in the first quarter of 2000. The terms of the transaction have been reviewed and approved by the Company's Audit Committee and will be subject to receipt of a proper fairness opinion from a recognized investment banking institution. Bayswater is a real estate investment, management and development company which has focused primarily on residential land development and the construction and sale of single-family homes. Bayswater presently owns ten residential subdivisions under development in New York and Florida. The acquisition will enable the Company to better diversify its real estate portfolio with the assistance of Bayswater's experienced development team. In recent years, the Company has engaged Bayswater to perform development, construction management, marketing and sales services with respect to residential sites being developed by the Company located in New Seabury, Massachusetts and Armonk and East Hampton, New York. American Real Estate Partners, L.P. is a master limited partnership primarily engaged in acquiring and managing real estate related investments with a primary focus on office, retail, industrial, hotel and residential properties. E-1 -----END PRIVACY-ENHANCED MESSAGE-----