SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DECEMBER 19, 2002
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Date of Report (Date of earliest event reported)
AMERICAN REAL ESTATE PARTNERS, L.P.
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(Exact Name of Registrant as Specified in its Charter)
DELAWARE 1-9516 13-3398766
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(State of Organization) (Commission (IRS Employer
File Number) Identification Number)
100 SOUTH BEDFORD ROAD
MT. KISCO, NY 10549
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(Address of Registrant's Principal Executive Office (Zip Code)
(914) 242-7700
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(Registrant's telephone number, including area code)
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
On December 19, 2002 the Company issued a joint press release with Stratosphere
Corporation, 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 Joint Press Release of American Real Estate Partners,
L.P. and Stratosphere Corporation, dated as of December 19, 2002.
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
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John P. Saldarelli
Chief Financial Officer, Secretary and Treasurer
Dated: December 19, 2002
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Exhibit 99.1
[Letterhead of American Real Estate Partners, L.P.]
Contact: John P. Saldarelli
Secretary and Treasurer
(914) 242-7700
FOR IMMEDIATE RELEASE
AMERICAN REAL ESTATE PARTNERS, L.P.
ACQUIRES REMAINING INTEREST IN STRATOSPHERE CORPORATION
Mount Kisco, New York, December 19, 2002 - American Real Estate Partners,
L.P., (NYSE: ACP) ("AREP") and Stratosphere Corporation ("Stratosphere")
announced today that American Real Estate Holdings Limited Partnership, a
subsidiary of AREP, has acquired the remaining shares of Stratosphere that AREP
does not currently own. The merger closed today pursuant to an agreement and
plan of merger dated February 1, 2002 following a special meeting of the
stockholders of Stratosphere at which the agreement was approved.
Under the agreement, the stockholders who are unaffiliated with AREP and
Carl C. Icahn will receive a cash price of $45.32 per share, and the Icahn
related stockholders (other than AREP) will receive a cash price of $ 44.33 per
share. Stockholders of Stratosphere must submit their certificate and a properly
completed letter of transmittal to the paying agent in order to receive payment.
AREP will pay an aggregate of approximately $44.3 million for the 49% of the
Stratosphere shares that it does not already own. Mr. Icahn owns approximately
86% of the outstanding equity interests in AREP.
This release contains certain forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. Actual results may vary
due to the risks and uncertainties which exist regarding the matters contained
in the forward-looking statements.
Stratosphere Corporation owns and operates the Stratosphere Casino, Hotel &
Tower located in Las Vegas, Nevada.
American Real Estate Partners, L.P. is a master limited partnership
primarily engaged in acquiring and managing real estate investments with a
primary focus on office, retail, industrial, hotel, gaming and residential
properties.
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