STRATOSPHERE CORP
SC 13D/A, EX-99, 2000-09-20
OPERATIVE BUILDERS
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Contact:          John P. Saldarelli
                  Secretary and Treasurer
                  (914) 242-7700

                              FOR IMMEDIATE RELEASE

                       AMERICAN REAL ESTATE PARTNERS, L.P.
            TO ACQUIRE REMAINING INTEREST IN STRATOSPHERE CORPORATION

Mount Kisco, New York, September 19, 2000 - American Real Estate Partners, L.P.,
(NYSE:  ACP) ("AREP")  announced today that it has agreed with Carl C. Icahn and
Stratosphere  Corporation,  ("Stratosphere") which owns and operates a hotel and
casino in Las Vegas, to acquire the remaining  shares of Stratosphere  that AREP
does not currently own. AREP currently owns  approximately  51% of  Stratosphere
and Mr. Icahn owns approximately 38.6%.

Stratosphere's  Board of  Directors  has agreed to a going  private  transaction
pursuant to which the stockholders who are unaffiliated  with Icahn will receive
a cash price of $45.32 per share, and the Icahn related stockholders (other than
AREP) will receive a cash price of $ 44.33 per share. AREP will pay an aggregate
of  approximately  $44.3  million for the  Stratosphere  shares.  Mr. Icahn owns
approximately 85% of the outstanding equity interests in AREP.

AREP will advance to  Stratosphere an aggregate of  approximately  $100 million,
which funds will be used to build the  addition to the hotel and to purchase the
shopping center on the Stratosphere property.

AREP also  announced  that this  acquisition is the beginning of a new focus for
AREP which could take it deeper into the entertainment and gaming industries. It
believes that, with respect to the entertainment and media businesses, there may
be synergies between production  companies for movies and live entertainment and
supplying entertainment content to hotels and casinos. AREP will also be looking
at other companies in these fields.

This release contains certain  forward-looking  statements within the meaning of
the Private  Securities  Litigation  Reform Act of 1995. Actual results may vary
due to the risks and  uncertainties  which exist regarding the matters contained
in the forward-looking statements.

American Real Estate Partners,  L.P. is a master limited  partnership  primarily
engaged in acquiring and managing real estate  investments  with a primary focus
on office, retail, industrial, hotel and residential properties.





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