UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
STRATOSPHERE CORPORATION
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
86 3106 308
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(CUSIP Number)
Bob Stupak
910 Rancho Circle
Las Vegas, Nevada 89107
(702) 383-2000
(Name, Address and Telephone Number of Person Authorized to
Received Notices and Communications)
December 2, 1998
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box [ ].
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
<PAGE>
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Bob Stupak
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
Not applicable
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION U.S.
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NUMBER OF SHARES (7) SOLE VOTING POWER 1005
BENEFICIALLY (8) SHARED VOTING POWER 0
OWNED BYEACH REPORTING (9) SOLE DISPOSITIVE POWER 1005
PERSON WITH (10) SHARED DISPOSITIVE POWER 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,005
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
currently less than 5%
<PAGE>
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14 TYPE OF REPORTING PERSON*
INDIVIDUAL
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*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
EXPLANATORY STATEMENT
This Amendment No. 9 ("Amendment No. 9") amends, pursuant to Rule
13d-2(a) under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), the Statement on Schedule 13D filed by Bob Stupak ("Mr.
Stupak") and Las Vegas Vacation Club, Inc., a Nevada corporation ("LVVC"
and collectively with Mr. Stupak, the "Reporting Persons", or the "Stupak
Affiliates"), dated April 29, 1998, as previously amended (the "Schedule
13D"), with respect to the common stock, par value $.01 per share (the
"Common Stock"), of Stratosphere Corporation, a Delaware corporation (the
"Issuer" or the "Company"). Unless otherwise indicated, capitalized terms
used herein but not otherwise defined shall have the meanings assigned to
them in the Schedule 13D.
This Amendment No. 9 is being filed for the purpose of reporting
open market transactions involving the sales, transfers and intended
purchases of Common Stock by the Reporting Person and an agreement entered
into by the reporting Person that has affected his ownership of Common
Stock. The filing of this amendment is not, and should not be deemed to be,
an admission that such an amendment is required to be filed.
ITEM 1. SECURITY AND ISSUER
This statement relates to common stock, par value $.01 per share
("Shares"), of Stratosphere Corporation, a Delaware corporation (the
"Issuer"). The address of the Issuer's principal executive offices is 2000
Las Vegas Boulevard South, Las Vegas, Nevada 89104.
ITEM 2. IDENTITY AND BACKGROUND
Item 2 of the Schedule 13D is hereby amended and restated as
follows:
This Schedule 13D is filed on behalf of Bob Stupak (a "Reporting
Person")
LVVC. LVVC is a Nevada corporation whose principal business was the
monitoring and administration of vacation club packages that were
transferred to Stratosphere Hotel & Casino, as well as ownership of the
common stock of the Issuer. The business address of LVVC is 1213 Las Vegas
Boulevard South, Las Vegas, Nevada 89104.
Stupak. The business address of Mr. Stupak is 1213 Las Vegas
Boulevard South, Las Vegas, Nevada 89104. Mr. Stupak is a citizen of the
United States.
<PAGE>
During the past five (5) years, the Reporting Person has not been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), or was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
futureviolations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect to
such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSISERATION
N/A
ITEM 4. PURPOSE OF TRANSACTION
Item 4 is hereby amended and supplemented by adding the following:
As of September 27, 1998, the date the Issuer emerged from Bankruptcy,
the Reporting Persons, LVVC and Stupak, had transferred to the Issuer their
existing Common Shares of the Issuer. In addition, the Bondholders of the
Issuer's Bonds exchanged their Bonds on a ratio of $10,000 in Bonds for 100
shares of Common Stock of the Issuer, providing Reporting Person with 1,005
shares of Common Stock of the Issuer.
In his endeavors to participate in the future of the Issuer, the
Reporting Person has attempted to acquire additional interest in the Issuer
and will continue to do so; however, due to the control asserted by the
market maker, Knight Securities, the Reporting Person's bid for stock has
been refused, even though such bids were higher than the subsequent selling
price for the stock. It appears, in the opinion of the Reporting Person
that Knight Securities is not acting to the benefit of the present
shareholders that are willing to sell. The end result of which the best
interest of shareholders are not being served by the purchasing price of
the Issuers Common Stock.
As previously disclosed in prior filings by the Reporting Person, The
Reporting Person was continuously troubled by what he perceived to be a
growing conflict-of-interest between the objectives of Grand Casinos
management and the best interests of the Issuer and its minority
shareholders, and to that end the Reporting Person is of the current belief
that existing management is paralleling that of Grand Casinos management.
As Chairman of the Board of the Company, a position the Reporting Person
held from the inception of the Company until his resignation, July 1996,
the Reporting Person continuously voiced his dismay over certain decisions
of the Grand Casino management. (See Comments of the Reporting Person in
13D filed as early as 1996.) The current controlling shareholder continues
to follow the direction of its past controlling shareholder, Grand Casinos.
Although hotel occupancy has increased, casino revenues are lax and
are not achieving the performance required for a successful gaming
operation. Management's policy of substantially lowering betting limits and
changing betting odds that are unfavorable to the player/customer has
caused a loss of many premium players who previously participated in gaming
activities of the Stratosphere.
Publicly posted odds of 100x odds on craps and only offering 10x odds
is confusing and an unsuitable method of operation and dangerous to
customer relations.
<PAGE>
The Reporting Person submitted a written request through his attorney
to Carl C. Icahn (See Exhibit A-Letter dated April 20, 1998) to be a member
of the new board of directors so that the company can utilize his
experience as the sole operator of the existing Stratosphere property
dating back to 1973 until 1995. Carl C. Icahn notified the Reporting Person
in writing on April 27, 1998 (See Exhibit B) that, "Subsequent to receipt
of your letter, we had already proposed a list of directors to be nominated
for the reorganized Stratosphere corporation." By virtue of Mr. Ichan's
response he declined to utilize the approximate 20 years of gaming
expertise and experience of the Reporting Person at the Stratosphere
Property owned and operated by the issuer.
Unless the above policy of management and marketing activity is
improved, the best interest of the minority shareholders will be in
continuous jeopardy, not unlike their perilous situation with Grand Casinos
as controlling shareholder.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER Item 5 of the Schedule
13D is hereby amended and restated as follows: As of May 12, 1998,
the Reporting Persons were the beneficial owner of 3,000,000 shares of
Common Stock, which represented approximately 5.1% of the outstanding
Common Stock of the Issuer.
Pursuant to the terms of the Settlement Agreement and Release (the
"Settlement Agreement") with respect to voluntary petitions for Chapter 11
Reorganization (the "Bankruptcy"), pursuant to the United States Bankruptcy
Code that were filed by the Issuer and its subsidiary, Stratosphere Gaming
Corp. ("SGC"), with the United States Bankruptcy Court for the District of
Nevada (the "Bankruptcy Court"); the Reporting Persons was transferred the
existing shares owned by the Reporting Persons to the Issuer; Because the
reporting person was a bond holder the reporting person received
approximately 1,005 on a pro rata bases with the other shareholders shares
of the Issuer concurrent with Issuer emerging from the Bankruptcy.
As a result of the transfer of all the shares of Common Stock owned by
LVVC, LVVC will no longer be a Reporting Person for purposes of this and
all future filings.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER
Item 6 is hereby amended and supplemented by adding the following:
On June 9, 1998, the Bankruptcy Court entered an order (the
Confirmation Order") confirming the Restated Second Amended Plan of
Reorganization filed by the Debtors (the "Restated Second Amended Plan").
On October 14, 1998, the Restated Second Amended Plan became effective. All
material conditions precedent to the Restated Second Amended Plan became
binding on or before September 27, 1998. Accordingly, the Issuer emerged
from its Chapter 11 proceedings resulting in a new reporting entity with no
retained earnings or accumulated deficit as of September 27, 1998.
Item 7 EXHIBITS
Exhibit A - Letter dated April 20, 1998
Exhibit B - Letter dated April 27, 199
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
December 2, 1998 /s/ BOB STUPAK
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Date Bob Stupak
<PAGE>
EXHIBIT A
J H
JIMMERSON HANSEN
Attorneys at Law
April 20, 1998
VIA FACSIMILE 847/733/0339 and
EXPRESS MAIL
HIGH RIVER LIMITED PARTNERSHIP
AMERICAN REAL ESTATE PARTNERS, LP
c/o ICAHN ASSOCIATES GROUP
Attn: Mr. Carl Icahn
767 Fifth Avenue
New York, NY 10153
Dear Mr. Icahn:
Mr. Bob Stupak has requested that I formally write this letter to you
in your capacity as the representative for High River Limited Partnership,
American Real Estate Partners, LP, one of the holders of a substantial
principal amount of the Original First Mortgage Notes issued by
Stratosphere Corporation. Mr. Stupak is not only a modest bondholder but
also the founder and visionary of the Stratosphere. His long-term
association there translates directly to his deep commitment and desire for
the Stratosphere's future success. Mr. Stupak wishes to advise you of his
continuing interest in the Stratosphere and his hopes that it grows into
the outstanding success that he intended it to be.
Since nominations for individuals to serve on the Board of the
Reorganized Debtor are due April 27, 1988 (sic), Mr. Stupak respectfully
requests that you consider him for a position as a member of the Board of
Directors for the new Stratosphere. Mr. Stupak does not believe this will
pose any problem since the outstanding issues between the Stratosphere,
Grand Casinos and Mr. Stupak are basically resolved.
His previous 22 years of experience operating in that very special
location would make him a unique and valuable asset to the Company. Mr.
Stupak can certainly offer his seasoned opinions in connection with your
selection of a Management Team. His experience would prove particularly
useful for increasing gaming revenues at that location as he has proven for
over 20 years. Finally, he can be an ideal liaison between the
Stratosphere and the City of Las Vegas, with whom he has built a positive
relationship over the past two decades.
<PAGE>
April 20, 1998
Mr. Carl Icahn
Page -2-
______________________
If you support his request, Mr. Stupak will certainly make every
effort to serve the Company's best interests as only he can. If in your
opinion he should not live up to his potential usefulness, he promises to
resign immediately with neither ill will nor rancor.
Do not judge Mr. Stupak based solely upon what you read or hear about
him but by the outstanding growth he has enjoyed at the Stratosphere
location since 1973. There is no substitute for a direct meeting so that
you can formulate your own opinions about Mr. Stupak. To that end, Mr.
Stupak is more than willing to attend a personal meeting to answer any
questions and to offer his opinions. Please feel free to contact him
either through my office or directly at 702/592/4425.
A prompt reply would be greatly appreciated.
Most Sincerely,
JIMMERSON HANSEN
s/John R. McMillan
John R. McMillan, Esq.
JRM:Mck
<PAGE>
EXHIBIT B
CARL C. ICAHN
April 27, 1998
VIA FACSIMILE 702/387-1167
John R. McMillan, Esq.
Jimmerson Hansen
201 Las Vegas Blvd. South
Suite 200
Las Vegas, NV 89101
Dear Mr. McMillan,
Thank you for your letter of April 20, 1998, expressing Mr. Bob
Stupak's interest in being considered for a position as a member of the
Board of Directors for the new Stratosphere.
However subsequent to receipt of your letter, we had already proposed
a list of directors to be nominated for the reorganized Stratosphere
Corporation.
Thank you again for your interest.
Sincerely,
/s/Carl C. Icahn
767 Fifth Avenue, New York, New York 10153 * Telephone (212) 702-4333 fax
(212)750-5807
