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): May 19, 2006
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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| 100 South Bedford Road, Mt. Kisco, NY
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10549 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (914) 242-7700
N/A
(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:
o Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Section 8 — Other Events
Item 8.01 Other Events.
On
May 19, 2006, our wholly owned subsidiaries, AREP Boardwalk
Properties LLC and
AREP Laughlin Corporation, or AREP Laughlin, consummated the purchase of the Flamingo Laughlin
Hotel and Casino, or the Flamingo, in Laughlin, Nevada and 7.7 acres of land, known as the Traymore
site, in Atlantic City, New Jersey from affiliates of Harrah’s Operating Company, Inc. or Harrah’s. The
transaction was completed pursuant to a previously announced asset purchase agreement, dated as of November 28, 2005,
between AREP Laughlin, AREP Boardwalk LLC, Harrah’s and certain affiliated entities. Under the
agreement, AREP Laughlin acquired the Flamingo and AREP Boardwalk Properties LLC, an assignee of AREP Boardwalk LLC,
acquired the Traymore site, for
an aggregate purchase price of approximately $170.0 million,
subject to adjustment.
The
Flamingo owns approximately 18 acres of land located next to the
Colorado River in Laughlin, Nevada and is a tourist-oriented gaming and entertainment destination property. The Flamingo is the largest hotel in Laughlin, Nevada with 1,907 rooms in two
18-story towers and a 57,000 square-foot casino. Situated on 18 acres, amenities include seven
restaurants, 35,000 square-feet of meeting space and a 3,300-seat ampitheater. The property also
features an outdoor pool, fitness center, lighted tennis courts and 2,420 parking spaces.
The Traymore site acquisition includes 7.7 acres of largely undeveloped land located
between The Sands Hotel and Casino and the Atlantic City Boardwalk.