-----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, NTKO6spcCkxD/dN0BLK6knS+54OKP6QTxab8cG63pKW2L9xBS0dd9F17F5+FV1IK n9xey2c5DT4y7Nnu4ireMg== 0000928475-04-000043.txt : 20040527 0000928475-04-000043.hdr.sgml : 20040527 20040527103343 ACCESSION NUMBER: 0000928475-04-000043 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20040527 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040527 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: 1934 Act SEC FILE NUMBER: 001-09516 FILM NUMBER: 04833875 BUSINESS ADDRESS: STREET 1: 100 SOUTH BEDFORD ROAD CITY: MT KISCO STATE: NY ZIP: 10549 BUSINESS PHONE: 9142427700 8-K 1 may27.txt 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 May 27, 2004 ------------------------ 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 May 27, 2004 the Company issued a press release, a copy of which is filed as Exhibit 99.1. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits. EXHIBIT NO. DESCRIPTION 99.1 Press Release of American Real Estate Partners, L.P., dated May 27, 2004 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 Chief Financial Officer, Secretary and Treasurer Dated: May 27, 2004 Exhibit 99.1 Contact: John P. Saldarelli Secretary and Treasurer (914) 242-7700 FOR IMMEDIATE RELEASE American Casino & Entertainment Properties Closes Acquisition of Arizona Charlie's Casinos in Las Vegas MOUNT KISCO, N.Y., May 27, 2004--American Real Estate Partners, L.P. (NYSE:ACP) ("AREP") announced today that American Casino & Entertainment Properties LLC ("American Casino"), an indirect wholly-owned subsidiary, has closed its previously announced acquisition of Arizona Charlie's Decatur and Arizona Charlie's Boulder, two casinos in Las Vegas, from Carl C. Icahn and an entity affiliated with Mr. Icahn for an aggregate consideration of $125,900,000. In addition, American Real Estate Holdings Limited Partnership ("AREH"), a subsidiary of AREP, has transferred 100% of the common stock of Stratosphere Corporation, the entity that owns the Stratosphere Casino Hotel & Tower, to American Casino. As a result, following the acquisition and the contribution, American Casino now owns and operates three gaming and entertainment properties in the Las Vegas metropolitan area. In connection with the closing, the net proceeds of American Casino's previously announced offering of senior secured notes due 2012 in the aggregate principal amount of $215 million were released from escrow. American Casino has used the funds released from the escrow account to pay the acquisition purchase price and to repay certain indebtedness of Stratosphere Corporation to AREH, and will use the remaining funds to fund distributions to its direct parent, American Entertainment Properties Corp., a wholly-owned subsidiary of AREH. AREP is a master limited partnership. 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. Among these risks and uncertainties are changes in general economic conditions, market and competitive conditions, the extent, duration and strength of any economic recovery and other risks and uncertainties detailed from time to time in our filings with the SEC, including our 2003 Form 10-K, Form 10-Qs and Form 8-Ks. -----END PRIVACY-ENHANCED MESSAGE-----