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 March 15, 2004 ------------------------ Date of Report (Date of earliest event reported) AMERICAN REAL ESTATE PARTNERS, L.P. ---------------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) DELAWARE 1-9516 13-3398766 ---------------- -------- --------------- (State of Organization) (Commission File Number) (IRS Employer Identification Number) 100 SOUTH BEDFORD ROAD MT. KISCO, NY 10549 --------------------------------------- (Address of Registrant's Principal Executive Office (Zip Code) (914) 242-7700 ------------------ (Registrant's telephone number, including area code) ------------------ (Former Name or Former Address, if Changed Since Last Report) 1 ITEM 5. OTHER EVENTS On March 15, 2004, the Registrant announced its 2004 full year and fourth quarter financial results and that no distributions are expected to be made in 2004. Reference is made to the press release, dated March 15, 2004, annexed hereto as Exhibit 99.1 for information regarding the announcement. ITEM 7. EXHIBITS Description of Document Exhibit No. ----------- 99.1- Press release, dated March 15, 2004 - American Real Estate Partners, L.P., Reports Full Year and Fourth Quarter Results And That No Distributions Are Expected To Be Made In 2004. 2 SIGNATURES 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 hereunto duly authorized. AMERICAN REAL ESTATE PARTNERS, L.P. (Registrant) By: American Property Investors, Inc. General Partner By: /s/ John P. Saldarelli ------------------------------------------------ John P. Saldarelli Chief Financial Officer, Secretary and Treasurer Date: March 16, 2004 3 EXHIBIT INDEX Exhibit Number Description Page No. ------------- ----------- -------- 99.1 Press Release dated March 15, 2004 3 4