UNITED
STATES
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): January 12, 2007
American
Real Estate Partners, 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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o
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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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Section
8 - Other Events
Item
8.01. Other Events.
On
January 12, 2007, we issued a press release, a copy of which is furnished as
Exhibit 99.1.
Section
9 - Financial Statements and Exhibits
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
Exhibit
99.1
- Press
release dated January 12, 2007.
[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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AMERICAN
REAL ESTATE PARTNERS, L.P.
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(Registrant)
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By:
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American
Property Investors, Inc.
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General
Partner
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By:
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/s/ Hillel Moerman | ||
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Hillel
Moerman
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Chief
Financial Officer
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Date: January
12, 2007
EXHIBIT
99.1
FOR
IMMEDIATE RELEASE
American
Real Estate Partners, L.P. Prices Debt Offering
New
York,
New York, January 12, 2007 — American Real Estate Partners, L.P. (NYSE:ACP)
(“AREP”) announced today that due to positive market conditions it has increased
its previously announced offering of 7 1/8% senior notes due 2013 from $300
million to $500 million. The transaction is expected to close on January 17,
2007.
AREP,
a
master limited partnership, is a diversified holding company involved in a
variety of businesses. AREP’s businesses currently include gaming, real estate
and textiles. To learn more about AREP, please visit www.arep.com.
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.
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
AREP and its subsidiaries. AREP undertakes no obligation to publicly update
or
review any forward-looking information, whether as a result of new information,
future developments or otherwise.
For
further information, please contact:
Keith
Meister
Vice
Chairman and Principal Executive Officer
American
Real Estate Partners, L.P.
(212)
702-4300