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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) MARCH 1, 2000
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 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
(a) Previous independent accountants
(i) On March 1, 2000, Stratosphere Corporation (the "Registrant")
dismissed Arthur Andersen LLP as its independent accountants
effective May 31, 2000. Arthur Andersen LLP will continue to
provide accounting services to the Registrant through May 31,
2000, including the report on the Registrant's financial
statements, for fiscal year ended December 26, 1999.
(ii) The report of Arthur Andersen LLP on the financial statements
for the fiscal year ended December 27, 1998, contained no
adverse opinion or disclaimer of opinion and were not
qualified or modified as to uncertainty, audit scope or
accounting principle. The report of Arthur Andersen LLP for
the fiscal year ended December 28, 1997, was modified as to
the going concern uncertainty related to the Registrant's
filing for Chapter 11 bankruptcy protection on January 27,
1997.
(iii) The Registrant's Audit Committee and Board of Directors
participated in and approved the decision to change
independent accountants.
(iv) In connection with its audits for the two most recent fiscal
years and through March 1, 2000, there have been no
disagreements with Arthur Andersen LLP 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 Arthur
Andersen LLP would have caused them to make reference thereto
in their report on the financial statements for such years.
(v) During the two most recent fiscal years and through March 1,
2000, there have been no reportable events (as defined in
Regulation S-K Item 304 (a) (1) (v)).
(vi) The Registrant has requested that Arthur Andersen LLP furnish
it with a letter addressed to the SEC stating whether or not
it agrees with the above statements. The Registrant delivered
a copy of this Form 8-K report to Arthur Andersen LLP on March
1, 2000. The Registrant has filed, as an exhibit to this Form
8-K report, a copy of the letter addressed to the SEC stating
Arthur Andersen LLP is in agreement with the statements
contained in this Form 8-K report.
(b) New independent accountants
(i) The Registrant engaged KPMG LLP as its new independent
accountants as of March 1, 2000. During the two most recent
fiscal years and through March 1, 2000, the Registrant has not
consulted with KPMG LLP on items which (1) were or should have
been subject to SAS 50 or (2) concerned the subject matter of
a disagreement or reportable event with the former auditor (as
described in Regulation S-K Item 304 (a) (2)).
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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: March 1, 2000 By: /s/ Thomas A. Lettero
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Name Thomas A. Lettero
Title: Secretary/Treasurer/CFO
