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STRATOSPHERE CORPORATION
EXHIBIT 99.1
CARL ICAHN WRITTEN OFFER
[Letterhead of Carl C. Icahn]
April 25, 2000
Board of Directors
Stratosphere Corporation
2000 Las Vegas Blvd. So.
Las Vegas, Nevada 89104
Gentlemen:
As you know, I am the owner of Nybor Limited Partnership, a limited
partnership formed under the law of the State of Delaware, and am the
controlling person of American Real Estate Holdings LP ("AREH"), a limited
partnership formed under the laws of the State of Delaware, which together own
approximately 89.5% of the issued and outstanding stock of Stratosphere
Corporation ("Stratosphere").
By this letter, I am proposing that Stratosphere agree with Nybor and
AREH to enter into a transaction pursuant to which a newly-formed Delaware
Corporation, whose outstanding stock would be owned by Nybor and by AREH, would
be merged with and into Stratosphere. As a result of the merger, AREH and Nybor
would be the only two stockholders of the surviving corporation, which would be
Stratosphere. The existing stockholders of Stratosphere would receive cash in
respect of the Stratosphere shares which they now own, on a basis that would
value 100% of Stratosphere at $90 million. I believe that you will find a $90
million valuation of Stratosphere would be fair and equitable for all
Stratosphere stockholders.
As I envision the transaction, there would be a vote of stockholders of
Stratosphere to approve the merger after the Board of Directors of Stratosphere
recommends it to the stockholders. I am advised that stockholders of
Stratosphere who wish to dissent from the transaction may do so under Section
262 of the General Corporation Law of the State of Delaware.
Should the foregoing be acceptable to you please so indicate in the
space provided below and return it to me. If the terms set forth in this letter
meet with your approval, we should then instruct our respective attorneys to
begin to prepare the necessary documentation so that the transaction can move
forward. This letter, even if executed by you shall not constitute a binding
agreement between us, as it is intended merely as an expression of our
intentions. No agreement shall exist between us regarding the proposed
transaction prior to the execution of documents agreeable to each of us.
Very truly yours,
/s/ Carl C. Icahn
Carl C. Icahn
Agreed and Accepted By:
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