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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) APRIL 4, 2007
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 Incorporation) (Commission (I.R.S. Employer
File Number) Identification No.)
767 FIFTH AVENUE, SUITE 4700
NEW YORK, NEW YORK 10153
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(Address of principal executive offices)(Zip code)
(212) 702-4300
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(Registrant's telephone number, including area code)
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:
|_| Written communications pursuant to Rule 425 under the Securities Act (17 CRF
230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
|_| 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 April 4, 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 April 4, 2007.
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)
Date: April 4, 2007 By: AMERICAN PROPERTY
INVESTORS, INC., its General Partner
By: /s/ KEITH A MEISTER
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Keith A. Meister
Principal Executive Officer
Exhibit 99.1
AMERICAN REAL ESTATE PARTNERS, L.P.
ANNOUNCES SALE OF SANDRIDGE ENERGY SHARES
NEW YORK, NEW YORK / APRIL 4, 2007 - American Real Estate Partners, L.P. (NYSE:
ACP) ("AREP") today announced that its subsidiaries have signed agreements to
sell their entire position in the common stock of SandRidge Energy, Inc.
(formerly Riata Energy, Inc.) to a consortium of investors in a series of
private transactions. The per share purchase price is $18, and total cash
consideration to be received at closing will be approximately $243 million. This
transaction completes AREP's sale of its oil & gas interests, for which AREP
received consideration of approximately $1.5 billion, realizing a profit of
approximately $600 million on an investment made predominantly two years ago.
AREP determined to sell its SandRidge position for cash rather than maintain a
minority position in the company. Together with existing cash and liquid
investments, AREP will have approximately $2.8 billion available after this
transaction for ongoing investments and acquisitions.
Carl C. Icahn, Chairman of the Board of AREP, stated: "AREP's large cash war
chest will enable the company to continue to adhere to its philosophy and core
competencies, which is to purchase companies that are in disfavor and manage
them in ways to maximize their potential. We believe the future will continue to
present excellent opportunities for AREP."
AREP, a master limited partnership, is a diversified holding company engaged in
a variety of businesses. AREP's businesses currently include gaming; real estate
and home fashion. To learn more about AREP and obtain a copy of our 2006 annual
report on Form 10-K, please visit www.arep.com.
This release contains certain "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995, many of which are beyond
AREP's 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:
Andrew Skobe
American Real Estate Partners, L.P.
(212) 702-4383