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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 3, 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 5. OTHER EVENTS
On September 19, 2000, Stratosphere Corporation (the "Company") announced a
proposed going private transaction in which the Company would be merged with a
newly-formed subsidiary of American Real Estate Partners ("AREP"), a partnership
whose interests are traded on the New York Stock Exchange. The transaction has
been approved by the independent director of the Company's Board of Directors,
who also serves as the Committee to consider the transaction. Pursuant to the
terms of the proposed merger, shareholders of the Company that are not
affiliated with Carl Icahn will receive $45.32 per share. Mr. Icahn's companies,
other than AREP, will receive $44.33 per share. It is expected the transaction
will close in early 2001.
The Company also announced its plans to shortly acquire the ownership of the
shopping center, which exists within the Stratosphere Hotel and Casino. The
funds necessary to buy the shopping center and construct the planned additions
to the hotel site would initially be provided by AREP.
Exhibit No.
99.3 September 19, 2000 Press Release.
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 3, 2000 By: /s/ William F. Bischoff
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Name: William F. Bischoff
Title: Secretary/Treasurer/CFO
