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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) OCTOBER 19, 1998
STRATOSPHERE CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE
(STATE OR OTHER JURISDICTION OF INCORPORATION)
1-12030 88-0292318
(COMMISSION FILE NUMBER) (IRS EMPLOYER IDENTIFICATION NO.)
2000 LAS VEGAS BOULEVARD SOUTH, LAS VEGAS, NEVADA 89104
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (702) 382-4446
NOT APPLICABLE
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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ITEM 3. BANKRUPTCY OR RECEIVERSHIP
On October 14, 1998, Stratosphere Corporation (the "Company") announced
the Chapter 11 Reorganization of the Company and its subsidiary, Stratosphere
Gaming Corp., became effective. On August 20, 1998, the Nevada gaming
authorities licensed Carl C. Icahn and certain of his affiliated companies as
controlling persons of the reorganized Company, as contemplated by the Plan of
Reorganization.
Under the Plan, the Company's stock that was outstanding prior to the
effective date was canceled and the Company's First Mortgage Notes ("Notes")
that were outstanding prior to the effective date have been exchanged for a
total of 2,030,000 shares of new common stock. Approximately 84.66% of the
2,030,000 new shares are issued to Mr. Icahn or entities that he controls.
Under the Plan, holders of the Notes are the only persons who received
new stock of the Company. A copy of the press release issued by the Company is
attached hereto as an exhibit.
ITEM 7. FINANCIAL STATEMENT, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
Exhibit No.
99.1 October 14, 1998 Press Release.
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SIGNATURE
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 thereunto duly authorized.
STRATOSPHERE CORPORATION
Date: October 19, 1998 By: /s/ Thomas A. Lettero
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Name Thomas A. Lettero
Title: Vice President Administration/Chief
Financial Officer
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EXHIBIT 99.1
[STRATOSPHERE CORP. LOGO]
NEWS RELEASE
STRATOSPHERE CORPORATION
2000 LAS VEGAS BOULEVARD SOUTH
LAS VEGAS, NEVADA 89104
702-380-7777
702-383-4733 (FAX)
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FOR FURTHER INFORMATION CONTACT:
Tom Lettero - (702) 383-5207
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FOR IMMEDIATE RELEASE:
WEDNESDAY, OCTOBER 14, 1998
CHAPTER 11 REORGANIZATION OF STRATOSPHERE CORPORATION
BECOMES EFFECTIVE
LAS VEGAS, NEVADA, OCTOBER 14, 1998 ... Stratosphere Corporation (the
"Company") today announced the Chapter 11 Reorganization of the Company and its
subsidiary, Stratosphere Gaming Corp., became effective.
On August 20, 1998, the Nevada gaming authorities licensed Carl C.
Icahn and certain of his affiliated companies as controlling persons of the
reorganized Company, as contemplated by the Plan of Reorganization.
Under the Plan, the Company's stock that was outstanding prior to the
effective date was canceled and the Company's First Mortgage Notes ("Notes")
that were outstanding prior to the effective date have been exchanged for a
total of 2,030,000 shares of new common stock. Approximately 84.66% of the
2,030,000 new shares are issued to Mr. Icahn or entities that he controls.
Under the Plan, holders of the Notes are the only persons who received
new stock of the Company.
The Company has received all necessary regulatory approvals including
that of the Nevada State Gaming authorities.
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The Private Securities Litigation Reform Act of 1995 provides a "safe harbor"
for forward-looking statements. Certain information included in this press
release (as well as information included in oral statements or other written
statements made or to be made by the Company) contains statements that are
forward-looking, such as statements relating to plan for future expansion and
other business development activities as well as other capital spending,
financing sources and the effects of regulation (including gaming and tax
regulation) and competition. Such forward-looking information involves important
risks and uncertainties that could significantly affect anticipated results in
the future and, accordingly, such results may differ from those expressed in any
forward-looking statements made by or on behalf of the Company. These risks and
uncertainties include, but are not limited to, those relating to development and
construction activities, dependence on existing management, leverage and debt
service (including sensitivity to fluctuations in the interest rates), domestic
or global economic conditions, activities of competitors and the presence of new
or additional competition, fluctuations and changes in customer preferences and
attitudes, changes in federal or state tax laws of the administration of such
laws and changes in gaming laws or regulations (including the legalization of
gaming in certain jurisdictions). For more information, review the Company's
filings with the Securities and Exchange Commission, including the Company's
annual report on Form 10-K and certain registration statements of the Company.
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