UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.2)*
Stratosphere Corporation
(Name of Issuer)
Common Shares
(Title of Class of Securities)
863106 308
(CUSIP Number)
Marc Weitzen, Esq.
General Counsel
Icahn Associates Corp.
and affiliated companies
767 Fifth Avenue, 47th floor
New York, New York 10153
(212) 702-4300
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
September 18, 2000
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Section 240.13d-1(e), 240.13d- 1(f) or 240.13d-1(g), check
the following box / /.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D
CUSIP No. 863106 308
1 NAME OF REPORTING PERSON
Nybor Limited Partnership
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) //
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
783,320
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
783,320
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
783,320
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
38.6%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 863106 308
1 NAME OF REPORTING PERSON
Barberry Corp.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) //
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
783,320
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
783,320
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
783,320
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
38.6%
14 TYPE OF REPORTING PERSON*
CO
<PAGE>
SCHEDULE 13D
CUSIP No. 863106 308
1 NAME OF REPORTING PERSON
American Real Estate Holdings L.P.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) //
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
1,035,280
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
1,035,280
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,035,280
12 CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* //
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
51.00%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 863106 308
1 NAME OF REPORTING PERSON
American Real Estate Partners, L.P.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) //
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
1,035,280
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
1,035,280
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,035,280
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
51.00%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 863106 308
1 NAME OF REPORTING PERSON
American Property Investors, Inc.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) //
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
1,035,280
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
1,035,280
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,035,280
12 CHECK BOX IF AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* //
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
51.00%
14 TYPE OF REPORTING PERSON*
CO
<PAGE>
SCHEDULE 13D
CUSIP No. 863106 308
1 NAME OF REPORTING PERSON
Beckton Corp.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) //
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
1,035,280
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
1,035,280
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,035,280
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
51.00%
14 TYPE OF REPORTING PERSON*
CO
<PAGE>
SCHEDULE 13D
CUSIP No. 863106 308
1 NAME OF REPORTING PERSON
Carl C. Icahn
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) //
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
1,818,600
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
1,818,600
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,818,600
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
//
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
89.6%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
SCHEDULE 13D
Item 1. Security and Issuer
The Schedule 13D filed with the U.S. Securities and Exchange Commission
on October 26, 1998 by the Registrants, relating to the common stock, par value
$0.01 per share ("Shares"), of Stratosphere Corporation, a Delaware corporation
("Issuer"), is amended to furnish the additional information set forth herein.
All capitalized terms contained herein but not otherwise defined shall have the
meaning ascribed to such terms in the previously filed statement on Schedule
13D.
Item 2. Identity and Background
Item 2 is hereby amended and restated as follows:
The persons filing this statement are Nybor Limited Partnership, a
Delaware limited partnership ("Nybor"), Barberry Corp., a Delaware corporation
("Barberry"), American Real Estate Holdings L.P., a Delaware limited partnership
("AREH"), American Real Estate Partners, L.P., a Delaware limited partnership
("AREP"), American Property Investors, Inc., a Delaware corporation ("American
Property"), Beckton Corp., a Delaware corporation ("Beckton") and Carl C. Icahn,
a citizen of the United States of America (collectively, the "Registrants"). The
principal business address and the address of the principal office of the
Registrants is 100 South Bedford Road, Mount Kisco, New York 10549, with the
exception of Carl C. Icahn, whose principal business address is c/o Icahn
Associates Corp., 767 Fifth Avenue, 47th Floor, New York, New York 10153.
Barberry is the sole general partner of Nybor and is 100% owned by Carl
C. Icahn. American Property is the general partner of both AREH and AREP and
AREP is a limited partner of AREH owning 99% percent of the limited partnership
interests therein. American Property is 100 percent owned by Beckton which is
100 percent owned by Carl C. Icahn.
Nybor is primarily engaged in the business of holding and investing in
securities. Carl C. Icahn's present principal occupation or employment is acting
as President and Director of Starfire Holding Corporation ("Starfire"), and as
the Chairman of the Board and Director of various of Starfire's subsidiaries,
including ACF Industries, Incorporated, a New Jersey corporation ("ACF").
Barberry is principally engaged in the business of acting as the general partner
of Nybor and investing in and holding securities of various entities. ACF is
primarily engaged in the business of leasing, selling and manufacturing railroad
freight and tank cars. AREP is a limited partnership primarily engaged in the
business of acquiring and managing real estate investments. AREP's business is
conducted through a subsidiary limited partnership, AREH, in which AREP owns a
99% limited partnership interest. American Property is primarily engaged in the
business of acting as the general partner for AREH and AREP. Beckton is
primarily engaged in the business of wholly owning American Property, which is
wholly-owned by Carl C. Icahn.
<PAGE>
The name, citizenship, present principal occupation or employment and
business address of each director and executive officer of Barberry, American
Property and Beckton is set forth in Schedule A attached hereto.
Carl C. Icahn is the sole stockholder and director of each Barberry and
Beckton. As such, Mr. Icahn is in a position directly and indirectly to
determine the investment and voting decisions made by the Registrants.
Neither Nybor, Barberry, AREH, AREP, American Property, Beckton, Mr.
Icahn nor any executive officer or director of any of the Registrants, has,
during the past five years, (a) been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors), or (b) been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting, or mandating
activities subject to, Federal or State securities laws or a finding of any
violation with respect to such laws.
Item 4. Purpose of Transaction
Item 4 is hereby amended to add the following:
On Monday, September 18, 2000, Issuer accepted the Registrants'
proposal to take Issuer private. AREP will pay the shareholders of Issuer (other
than Nybor) $45.32 per share, and Nybor will receive $44.33 per share. The going
private transaction will take place pursuant to a merger agreement whereby a
newly formed subsidiary of AREP will merge into Issuer. A press release
describing the transaction was issued on September 19, 2000.
This summary of the press release does not purport to be complete and
is qualified in its entirety by reference to the complete text of the press
release. A copy of the press release is filed as Exhibit 2 hereto, and is
incorporated herein by reference.
Item 7. Material to be Filed as Exhibits
1. Joint Filing Agreement of the Registrants
2. Press release, dated September 19, 2000
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of each of the
undersigned knowledge and belief, each of the undersigned certifies that the
information set forth in this statement is true, complete and correct.
Dated: September 20, 2000
NYBOR LIMITED PARTNERSHIP
By: BARBERRY CORP.,
General Partner
By: /s/ Carl C. Icahn
Name: Carl C. Icahn
Title: President
BARBERRY CORP.
By: /s/ Carl C. Icahn
Name: Carl C. Icahn
Title: President
American Real Estate Holdings L.P.
By: American Property Investors, Inc.,
General Partner
By: /s/ Carl C. Icahn
Name: Carl C. Icahn
Title: Director, Chairman of the Board
[Signature Page of Amendment No. 2 to Schedule 13D with respect to Stratosphere
Corporation]
<PAGE>
American Real Estate Partners, L.P.
By: American Property Investors, Inc.,
General Partner
By: /s/ Carl C. Icahn
Name: Carl C. Icahn
Title: Director, Chairman of the Board
American Property Investors, Inc.
By: /s/ Carl C. Icahn
Name: Carl C. Icahn
Title: Director, Chairman of the Board
Beckton Corp.
By: /s/ Carl C. Icahn
Name: Carl C. Icahn
Title: Sole Director, Chairman of the Board
/s/ Carl C. Icahn
Carl C. Icahn
[Signature Page of Amendment No. 2 to Schedule 13D with respect to Stratosphere
Corporation]
<PAGE>
SCHEDULE A
DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANTS
Name, Business Address and Principal Occupation of Each Director of Barberry,
American Property and Beckton.
The following sets forth the name, position, and principal occupation
of each executive officer of Barberry, American Property and Beckton. Each such
person is a citizen of the United States of America. Except as otherwise
indicated, the business address of each director and officer is c/o Icahn
Associates Corp., 767 Fifth Avenue, 47th Floor, New York, New York 10153. To the
best of Registrants' knowledge, except as set forth in this statement on
Schedule 13D, none of the directors or executive officers of the Registrants own
any shares of the Issuer.
Barberry Corp.
Name Position
Carl C. Icahn Director, Chairman of the Board,
President and Secretary
American Property Investors, Inc.
Name Position Business Address
Carl C. Icahn Director, Chairman
of the Board
William A. Director American Real Estate Partners
Leidesdorf 100 South Bedford Road
Mt. Kisco, NY 10549
Jack G. Wasserman Director Wasserman, Schneider & Babb
111 Broadway
19th Floor
New York, NY 10006
John P. Saldarelli Vice President, American Real Estate Partners
Secretary and 100 South Bedford Road
Treasurer Mt. Kisco, NY 10549
<PAGE>
H.J. Gerard Vice President and American Real Estate Partners
Controller 100 South Bedford Road
Mt. Kisco, NY 10549
Martin Hirsch Vice President and American Real Estate Partners
Assistant Secretary 100 South Bedford Road
Mt. Kisco, NY 10549
Gail Golden Assistant Secretary
Beckton Corp.
Name Position
Carl C. Icahn Director, Chairman
of the Board, President and Secretary
Robert J. Mitchell Vice President and Treasurer
<PAGE>
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of
1934, as amended, the persons named below agree to the joint filing on behalf of
each of them of a statement on Schedule 13D (including amendments thereto) with
respect to the common stock, par value $.01 per share, of Stratosphere
Corporation, and further agree that this Joint Filing Agreement be included as
an Exhibit to such joint filings. In evidence thereof, the undersigned, being
duly authorized, have executed this Joint Filing Agreement this 20th day of
September, 2000.
NYBOR LIMITED PARTNERSHIP
By: Starfire Holding Corporation,
General Partner
By: /s/ Carl C. Icahn
Name: Carl C. Icahn
Title: President
BARBERRY CORP.
By: /s/ Carl C. Icahn
Name: Carl C. Icahn
Title: President
American Real Estate Holdings L.P.
By: American Property Investors, Inc.,
General Partner
By: /s/ Carl C. Icahn
Name: Carl C. Icahn
Title: Director, Chairman of the Board
[Joint Filing Agreement for Amendment No. 2 to Schedule 13D with respect to
Stratosphere Corporation]
<PAGE>
American Real Estate Partners, L.P.
By: American Property Investors, Inc.,
General Partner
By: /s/ Carl C. Icahn
Name: Carl C. Icahn
Title: Director, Chairman of the Board
American Property Investors, Inc.
By: /s/ Carl C. Icahn
Name: Carl C. Icahn
Title: Director, Chairman of the Board
Beckton Corp.
By: /s/ Carl C. Icahn
Name: Carl C. Icahn
Title: Sole Director, Chairman of the Board
/s/ Carl C. Icahn
Carl C. Icahn
[Joint Filing Agreement for Amendment No. 2 to Schedule 13D with respect to
Stratosphere Corporation]
