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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 10, 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 12. Results of Operations and Financial Condition. On May 10, 2004, American Real Estate Partners, L.P ("AREP") announced its results of operations for the three months ended March 31, 2004. A copy of the related press release for the three months ended March 31, 2004 is being furnished as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference in its entirety. 2 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 11, 2004 3 Exhibit Index 99.1 Press Release of AREP dated May 10, 2004. 4
Exhibit 99.1 Contact: John P. Saldarelli Secretary and Treasurer (914) 242-7700 For Immediate Release American Real Estate Partners, L.P. Reports First Quarter Results MOUNT KISCO, N.Y., May 10, 2004 -- American Real Estate Partners, L.P. (NYSE:ACP) today reported the following first quarter financial results. Earnings increased from $13,252,000 in the first quarter of 2003 to $58,778,000 in the first quarter of 2004. Of this increase approximately $29 million was the result of a one-time gain on the sale of certain marketable debt securities and $13 million resulted from gains on specific real estate asset sales. For the first quarter, diluted earnings per weighted average limited partnership unit outstanding were $1.12 in 2004 and $.18 in 2003. American Real Estate Partners, L.P. is a master limited partnership. 5 AMERICAN REAL ESTATE PARTNERS, L.P. REPORTS FIRST QUARTER RESULTS CONSOLIDATED RESULTS OF EARNINGS -------------------------------- (In thousands of dollars except per unit data) First quarter ended March 31, 2004 2003 - --------------------------------------- ----------------- -------------------- (Restated) (Unaudited) Revenues $ 74,822 $ 69,030 =============== ================ Operating income......................... $ 18,789 $ 14,524 Provision for loss on real estate........ -- (200) Write-down of equity securities available for sale...................... -- (961) Gain on sales and disposition of real estate.................................. 6,047 1,138 Gain on sales of marketable debt securities.............................. 28,857 -- Income tax expense....................... (4,302) (2,878) --------------- ---------------- Income from continuing operations........ 49,391 11,623 Income from discontinued operations...... 9,387 1,629 --------------- ---------------- Net earnings............................. $ 58,778 $ 13,252 =============== ================ Net earnings per L.P. unit: Basic: Income from continuing operations.... $ 1.05 $ .17 Income from discontinued operations.. .20 .03 Basic earnings per L.P. unit.......... $ 1.25 $ .20 =============== ================ Weighted average units outstanding....... 46,098,284 46,098,284 =============== ================ Diluted: Income from continuing operations..... $ .94 $ .15 Income from discontinued operations... .18 .03 --------------- ---------------- Diluted earnings per L.P. unit........ $ 1.12 $ .18 =============== ================ Weighted average units and equivalent units outstanding....................... 52,499,303 55,641,655 =============== ================