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
OCTOBER 2, 2003
------------------------
Date of Report (Date of earliest event reported)
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 Number)
100 SOUTH BEDFORD ROAD
MT. KISCO, NY 10549
-------------------------------- -------
(Address of Registrant's Principal Executive Office (Zip Code)
(914) 242-7700
------------------
(Registrant's telephone number, including area code)
------------------
(Former Name or Former Address, if Changed Since Last Report)
ITEM 5. OTHER EVENTS.
On October 2, 2003, the Company issued a press release, a copy of which is
filed as Exhibit 99.6.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
EXHIBIT NO. DESCRIPTION
99.6 Press Release of American Real Estate Partners, L.P., announcing
acquisition of certain securities of National Energy Group, Inc., dated October
2, 2003.
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: October 2, 2003
Exhibit 99.6
Contact: John P. Saldarelli
Secretary and Treasurer
(914) 242-7700
FOR IMMEDIATE RELEASE
AMERICAN REAL ESTATE PARTNERS, L.P.
ACQUIRES CERTAIN SECURITIES OF NATIONAL ENERGY GROUP, INC.
Mount Kisco, New York, October 2, 2003 - American Real Estate Partners,
L.P., (NYSE: ACP) ("AREP"), announced today that American Real Estate Holdings
Limited Partnership ("AREH"), a subsidiary of AREP, has acquired from entities
affiliated with Carl C. Icahn, $148,637,000 in aggregate principal amount of the
outstanding 10 3/4% Senior Notes due 2006 of National Energy Group, Inc. (the
"Debt") and 5,584,044 shares of the common stock of National Energy Group, Inc.
for aggregate consideration of $148,084,689.50, plus accrued interest on the
Debt, pursuant to that certain Stock, Debt and LLC Interest Purchase Agreement
dated as of May 16, 2003. Mr. Icahn is Chairman of the Board of AREP's General
Partner, American Property Investors, Inc. As a result of the foregoing
transaction and the acquisition by AREH of additional equity securities of
National Energy Group, Inc. prior to the closing of such transaction, AREP
beneficially owns in excess of 50% of the issued and outstanding Common Stock of
National Energy Group, Inc.
National Energy Group, Inc. owns an interest in entities primarily involved
in owning and operating of oil and gas properties and manages the oil and gas
operations of such entities.
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.