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): MAY 7, 2004 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 No.) 100 South Bedford Road, Mt. Kisco, NY 10549 - ------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (914) 242-7700 N/A ------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report)
ITEM 5. OTHER EVENTS. On May 7, 2004, American Real Estate Partners, L.P ("AREP") issued a press release, a copy of which is filed as Exhibit 99.1 and is incorporated by reference herein. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (A) AND (B) NOT APPLICABLE. (C) EXHIBITS 99.1 Press Release of AREP dated May 7, 2004. [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. 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 7, 2004
EXHIBIT INDEX 99.1 Press Release of AREP dated May 7, 2004.
Exhibit 99.1 CONTACT: JOHN P. SALDARELLI SECRETARY AND TREASURER (914) 242-7700 FOR IMMEDIATE RELEASE AMERICAN REAL ESTATE PARTNERS, L.P. PRICES DEBT OFFERING MOUNT KISCO, N.Y., May 7, 2004--American Real Estate Partners, L.P. (NYSE:ACP) announced today that it has priced its previously announced offering of senior notes due 2012. The notes, in the aggregate principal amount of $353 million and priced at 99.266%, will bear interest at a rate of 8.125% per annum. Closing of the offering is expected to occur on or about May 12, 2004. The notes have not been registered under the Securities Act of 1933 or applicable state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act of 1933 and applicable state securities laws. American Real Estate Partners, L.P. 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, the extent, duration and strength of any economic recovery, 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, competition for investment properties and other risks and uncertainties detailed from time to time in our filings with the SEC, including our 2003 Form 10-K.