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
AUGUST 7, 1997
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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)
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CAPTION
<S> <C> <C>
DELAWARE 1-9516 13-3398766
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(State of Organization) (Commission File Number) (IRS Employer Identification Number)
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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)
NOT APPLICABLE
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events.
On August 7, 1997, American Real Estate Partners, L.P. (the
"Registrant") announced that the Securities and Exchange Commission
declared effective its Registration Statement on Form S-3 relating to the
Registrant's proposed rights offering (the "Rights Offering") and announced
the pricing of the Rights Offering. Reference is made to the press
release, dated August 7, 1997, annexed hereto as Exhibit 20.3, for
information regarding the Rights Offering.
Item 7. Exhibits.
Exhibit No. Description of Document
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20.3 Press Release, dated August 7, 1997.
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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
Secretary and Treasurer
Date: August 7, 1997
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EXHIBIT INDEX
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Exhibit Number Description Page No.
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20.3 Press Release, dated August 7, 1997. 5
PAGE
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[AMERICAN REAL ESTATE PARTNERS, L.P.]
(LOGO)
CONTACT: John P. Saldarelli
Secretary and Treasurer
(914) 242-7700
FOR IMMEDIATE RELEASE
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AMERICAN REAL ESTATE PARTNERS, L.P. ANNOUNCES THAT ITS
REGISTRATION STATEMENT RELATING TO ITS RIGHTS OFFERING IS
DECLARED EFFECTIVE BY THE SECURITIES AND EXCHANGE COMMISSION
AND ANNOUNCES PRICING OF THE OFFERING
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MOUNT KISCO, NEW YORK, August 7, 1997 - American Real Estate Partners,
L.P. (NYSE: ACP) announced today that the Securities and Exchange
Commission had declared effective its registration statement relating to
the Company's proposed rights offering and announced the pricing of the
offering. Pursuant to the terms of the offering, holders of record as of
the close of business on August 8, 1997 of the Company's depositary units
will receive one right for each five depositary units held, subject to
rounding. Each right will entitle the holder thereof to purchase at any
time prior to 5:00 p.m., New York City time on September 11, 1997, at a
subscription price of $52 four depositary units and one 5% cumulative pay-
in-kind redeemable preferred unit, each representing limited partner
interests. The subscription price is allocable $42 in the aggregate to the
four depositary units (effectively $10.50 per depositary unit) and $10 to
the preferred unit.
Exercising rights holders also will be entitled to subscribe pursuant
to an over-subscription privilege for all or any portion of the depositary
units and preferred units not subscribed for by other rights holders. The
depositary units and the preferred units purchased through exercise of the
basic subscription rights or the over-subscription privilege must be
purchased as a unit consisting of four depositary units and one preferred
unit and may not be subscribed for separately.
The Company anticipates that certificates evidencing the rights to
subscribe, together with a prospectus, will be mailed to unitholders by
August 13, 1997.
THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY. SUCH AN OFFER MAY BE MADE ONLY BY MEANS
OF THE PROSPECTUS.
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