Saturday, May 20, 2006

The Flamingo Laughlin was expected to change ownership this morning after
the gaming arm of the Carl Icahn-controlled American Real Estate Partners
received Nevada regulators' approval to operate the Colorado River
community's largest casino. The Nevada Gaming Commission took only 20
minutes Thursday to approve American Real Estate Partners' $170 million
purchase of the Flamingo Laughlin from Harrah's Entertainment. At midnight,
the casino was expected to change hands. "We'll have 140 of our people ready
to affect the transition," American Real Estate Partners Chief Executive
Officer Richard Brown told commissioners.

The company, which operates the Stratosphere and the two Arizona Charlie's
casinos in Las Vegas, expects to invest between $30 million and $40 million
in refurbishing the Flamingo Laughlin, which Harrah's acquired in last
year's $9 billion buyout of Caesars Entertainment.

The Flamingo, opened in 1990, has 1,907 hotel rooms and a 57,000-square-foot
casino.

"We've had the luxury of spending the past seven months looking at the
property and deciding what we'll need to do," Brown said. "We're going to
immediately begin a refurbishment of the casino and we're going to get very
aggressive on the marketing side."

The Flamingo's casino will get new technology: machines will be upgraded to
include ticket in-ticket out technology. About 30 percent of the casino's
1,400 games now have the feature. The property will also get a new name. A
new title and theme was expected to be announced this morning.

Brown said Thursday he wanted current Flamingo employees to know the new
name first. He did say the name and theme would be different from the
company's Arizona Charlie's brand. The Flamingo name will remain through
October.

Laughlin has been a challenging market for casino companies in the last few
years; competition with American Indian casinos in Arizona and California
has intensified. In 2005, gaming revenues were $621.2 million, a 4.4 percent
increase from $594.8 million in 2004. Statewide gaming revenues jumped 10.3
percent year-over-year and 13 percent on the Strip during the same period.

Still, Brown said the market has been resilient. He said residential
population growth, both in Laughlin and across the Colorado River in
Bullhead City, Ariz., could help the area's casinos.

"We see a lot of opportunity, especially in cross marketing ideas with our
existing Las Vegas casinos," Brown said. "I think Laughlin is still a good
place for our Arizona Charlie's customers that are looking for a quick,
couple day getaway."

Brown told regulators his first job in the gaming industry was at the
Flamingo Laughlin 15 years ago, so he was excited about returning to the
casino and helping to revive it. Harrah's, which operates Harrah's Laughlin,
wasn't interested in running a second Laughlin casino.

"Laughlin was a great opportunity for our company," Brown said. "We weren't
really interested in buying properties in other (states). We think this is a
great location."

American Real Estate Partners, based in Mount Kisco, N.Y., is 87 percent
controlled by Icahn. In addition to its casino holdings, the company owns
residential subdivisions, condominiums, hotels, and golf courses across the
United States.

The sale is the second transaction in the past year involving a Laughlin
casino; Landry's Restaurants closed on its purchase of the Golden Nugget
Laughlin in September. The Ramada Express, owned by Aztar Corp., is expected
to be sold as part of the ongoing bidding war for the company.

The purchase of Flamingo Laughlin also included an undeveloped 7.7-acre
parcel in Atlantic City next to Sands, a casino operated by American Real
Estate Partners.

Brown told members of the Gaming Control Board earlier this month the
company was still exploring its options with the parcel.