The sellers of the properties are affiliates of financier CarlIcahn, the primary affiliate being Atlantic Coast EntertainmentHoldings Inc. (ACE Hi). The major stockholder of ACE Hi, AREP SandsHolding LLC, owns approximately 58% of the outstanding stock of ACEHi. AREP Sands itself is a wholly owned subsidiary of Icahn'sAmerican Real Estate Holdings LP.

And Pinnacle, which develops upscale mixed-use properties withor without casinos, plans to redevelop the site with an entirelynew casino/hotel property. That plan calls for the 26-year-oldSands, one of the city's smaller hotel/casino properties with 600guest rooms, to be shuttered and torn down. While the deal isn'texpected to close until year's end, the agreement calls for theSands to be closed for good within 70 days, or approximatelymid-November.

"While we regret the necessity of closing the Sands, we lookforward to working with gaming regulators, state and localauthorities to create more jobs, tax revenues and other benefits,"says Daniel R. Lee, Pinnacle's chairman/CEO. "In connection withour longstanding interest in Atlantic City, we submitted ourinitial license application in New Jersey several months ago. Theregulatory investigation is ongoing."