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
April 1, 2004
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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 File Number) (IRS Employer
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)
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On April 1, 2004, American Real Estate Partners, L.P. (the "Company")
received a letter from KPMG LLP ("KPMG") stating that the client-auditor
relationship between the Company and KPMG has ceased.
None of KPMG's reports on the Company's consolidated financial statements
for the past two years contained an adverse opinion or a disclaimer of opinion,
nor was any such report qualified or modified as to uncertainty, audit scope, or
accounting principles.
The audit committee (the "Audit Committee") of the Board of Directors of
the Company's general partner, American Property Investors, Inc., is in the
process of considering prospective replacement auditors.
During the two most recent fiscal years and the interim period preceding
receipt of KPMG's letter, there were no (i) disagreements with KMPG on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreements, if not resolved to the
satisfaction of KPMG, would have caused it to make reference to the subject
matter of the disagreements in connection with its report or (ii) "reportable
events" as such term is used in Item 304(a)(1)(v) of Regulation S-K under the
Securities Exchange Act of 1934.
The Company has provided KPMG with a copy of the foregoing disclosures.
Attached as Exhibit 16 to this Form 8-K is a copy of KPMG's letter, dated April
6, 2004.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
16. Letter from KPMG dated April 6, 2004 in accordance with Item
304(a)(3) of Regulation S-K.
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/ Martin Hirsch
Executive Vice President
Dated: April 6, 2004
Exhibit 16
April 6, 2004
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
We were previously principal accountants for American Real Estate Partners,
L.P. (the Company) and, under the date of March 12, 2004, we reported on the
consolidated financial statements of the Company as of December 31, 2003 and
2002, and for each of the years in the three-year period ended December 31,
2003. On April 1, 2004, we advised the Company that we declined to stand for
reelection. We have read the Company's statements included under Item 4 of its
Form 8-K dated April 6, 2004, and we agree with such statements, except that we
are not in a position to agree or disagree with the Company's statement that the
Board of Directors is in the process of considering replacement auditors.
Very truly yours,
/s/ KPMG LLP