-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, N4Wde1KeouRdlaDAITEA6Vc8mHRf3aAraExDdofo0ZPE+97And8hvAVmuQLinjMR Wc96ZclTSrLhtBbKeB9tjQ== 0000769993-08-000616.txt : 20080303 0000769993-08-000616.hdr.sgml : 20080303 20080303171533 ACCESSION NUMBER: 0000769993-08-000616 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20080220 FILED AS OF DATE: 20080303 DATE AS OF CHANGE: 20080303 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Langer Jonathan A CENTRAL INDEX KEY: 0001328582 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-52975 FILM NUMBER: 08660662 BUSINESS ADDRESS: BUSINESS PHONE: 212-902-1000 MAIL ADDRESS: STREET 1: C/O GOLDMAN, SACHS & CO. STREET 2: 85 BROAD STREET CITY: NEW YORK STATE: NY ZIP: 10004 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Cramer Brahm S CENTRAL INDEX KEY: 0001368223 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-52975 FILM NUMBER: 08660663 BUSINESS ADDRESS: BUSINESS PHONE: 212-902-1000 MAIL ADDRESS: STREET 1: C/O GOLDMAN, SACHS & CO. STREET 2: 85 BROAD STREET CITY: NEW YORK STATE: NY ZIP: 10004 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: American Casino & Entertainment Properties LLC CENTRAL INDEX KEY: 0001297735 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] IRS NUMBER: 200573058 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2000 LAS VEGAS BOULEVARD SOUTH CITY: LAS VEGAS STATE: NV ZIP: 89104 BUSINESS PHONE: 702-383-5242 MAIL ADDRESS: STREET 1: 2000 LAS VEGAS BOULEVARD SOUTH CITY: LAS VEGAS STATE: NV ZIP: 89104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ROTHENBERG STUART M CENTRAL INDEX KEY: 0001060564 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-52975 FILM NUMBER: 08660661 BUSINESS ADDRESS: STREET 1: 85 BROAD STREET CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 212-902-1000 MAIL ADDRESS: STREET 1: C/O GOLDMAN, SACHS & CO. STREET 2: 85 BROAD STREET CITY: NEW YORK STATE: NY ZIP: 10004 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: W2007/ACEP MANAGERS VOTECO, LLC CENTRAL INDEX KEY: 0001427970 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-52975 FILM NUMBER: 08660664 BUSINESS ADDRESS: STREET 1: 85 BROAD STREET CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 212-902-1000 MAIL ADDRESS: STREET 1: 85 BROAD STREET CITY: NEW YORK STATE: NY ZIP: 10004 3 1 acep320080220voteco_ex.xml X0202 3 2008-02-20 0 0001297735 American Casino & Entertainment Properties LLC NONE 0001427970 W2007/ACEP MANAGERS VOTECO, LLC 85 BROAD STREET NEW YORK NY 10004 0 0 1 0 0001368223 Cramer Brahm S C/O GOLDMAN, SACHS & CO. 85 BROAD STREET NEW YORK NY 10004 1 0 0 0 0001328582 Langer Jonathan A C/O GOLDMAN, SACHS & CO. 85 BROAD STREET NEW YORK NY 10004 1 0 0 0 0001060564 ROTHENBERG STUART M C/O GOLDMAN, SACHS & CO. 85 BROAD STREET NEW YORK NY 10004 1 0 0 0 Class A Membership Interests 30 D This statement is being filed by W2007/ACEP Managers Voteco, LLC, Brahm S. Cramer, Jonathan A. Langer and Stuart M. Rothenberg. The securities reported herein are owned directly by W2007/ACEP Managers Voteco, LLC, which is controlled by its three members, Messrs. Cramer, Langer and Rothenberg. Messrs. Cramer, Langer and Rothenberg may be deemed to beneficially own indirectly 30 Class A Membership Interests of American Casino & Entertainment Properties LLC by reason of the direct ownership of such securities by W2007/ACEP Managers Voteco, LLC. Messrs. Cramer, Langer and Rothenberg each disclaims beneficial ownership of the securities owned by W2007/ACEP Managers Voteco, LLC except to the extent of their pecuniary interest therein. On February 20, 2008, Messrs. Cramer, Langer and Rothenberg were each appointed as a member of the Board of Directors of American Casino & Entertainment Properties LLC. /s/ Yvette Kosic, Attorney-in-fact 2008-03-03 EX-24 2 w2007managersvotecopoa.txt POWER-OF-ATTORNEY: W2007/ACEP MANAGERS VOTECO, LLC POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that W2007/ACEP Managers Voteco, LLC (the "Company") does hereby make, constitute and appoint each of Roger S. Begelman, Yvette Kosic, Andrea Louro DeMar, Felicia J. Rector, Michael T. Seeley, and Kevin P. Treanor, (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), acting individually, its true and lawful attorney, to execute and deliver in it name and on its behalf whether the Company is acting individually or as representative of others, any and all filings required to be made by the Company under the Securities Exchange Act of 1934, (as amended, the "Act"), with respect to securities which may be deemed to be beneficially owned by the Company under the Act, giving and granting unto each said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as the Company might or could do if personall y present by one of its authorized signatories, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof. THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates. IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of February 21, 2008. W2007/ACEP Managers Voteco, LLC By:/s/ Stuart M. Rothenberg - ----------------------------------- Name: Stuart M. Rothenberg Title: Manager EX-24 3 cramerbrahmpoa.txt POWER-OF-ATTORNEY: BRAHM S. CRAMER POWER OF ATTORNEY The undersigned does hereby appoint Roger S. Begelman, Yvette Kosic, Andrea Louro DeMar, Felicia J. Rector, Michael T. Seeley, and Kevin P. Treanor, (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), his true and lawful attorneys, and each one of them his true and lawful attorney, with power to act without the other, and with full power of substitution and resubstitution, to execute for his and in his name any Initial Statement of Beneficial Ownership of Securities on Form 3, any Statement of Changes in Beneficial Ownership on Form 4 and any Annual Statement of Changes in Beneficial Ownership on Form 5, or any similar or successor form, which may be required to be filed by him with the Securities and Exchange Commission and any and all instruments necessary or incidental therewith, hereby granting unto said attorneys and each of them full power and authority to do and perform in the name and on behalf of the undersigned, and in any and all capacities, every act and thing whatsoever required or necessary to be done in and about the premises, as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and approving the act of said attorneys and each of them. This power of attorney shall not be affected by the subsequent disability or incompetence of the principal. This power of attorney shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates. In witness thereof the undersigned hereunto signed his name this 21st day of February, 2008. /s/ Brahm S. Cramer ----------------------- Brahm S. Cramer EX-24 4 langerjonathanpoa.txt POWER-OF-ATTORNEY: JONATHAN A. LANGER POWER OF ATTORNEY The undersigned does hereby appoint Roger S. Begelman, Yvette Kosic, Andrea Louro DeMar, Felicia J. Rector, Michael T. Seeley, and Kevin P. Treanor, (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), his true and lawful attorneys, and each one of them his true and lawful attorney, with power to act without the other, and with full power of substitution and resubstitution, to execute for his and in his name any Initial Statement of Beneficial Ownership of Securities on Form 3, any Statement of Changes in Beneficial Ownership on Form 4 and any Annual Statement of Changes in Beneficial Ownership on Form 5, or any similar or successor form, which may be required to be filed by him with the Securities and Exchange Commission and any and all instruments necessary or incidental therewith, hereby granting unto said attorneys and each of them full power and authority to do and perform in the name and on behalf of the undersigned, and in any and all capacities, every act and thing whatsoever required or necessary to be done in and about the premises, as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and approving the act of said attorneys and each of them. This power of attorney shall not be affected by the subsequent disability or incompetence of the principal. This power of attorney shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates. In witness thereof the undersigned hereunto signed his name this 21st day of February, 2008. /s/ Jonathan A. Langer ---------------------------- Jonathan A. Langer EX-24 5 rothenbergstuartpoa.txt POWER-OF-ATTORNEY: STUART M. ROTHENBERG POWER OF ATTORNEY The undersigned does hereby appoint Roger S. Begelman, Yvette Kosic, Andrea Louro DeMar, Felicia J. Rector, Michael T. Seeley, and Kevin P. Treanor, (and any other employee of The Goldman Sachs Group, Inc. or one of its affiliates designated in writing by one of the attorneys-in-fact), his true and lawful attorneys, and each one of them his true and lawful attorney, with power to act without the other, and with full power of substitution and resubstitution, to execute for his and in his name any Initial Statement of Beneficial Ownership of Securities on Form 3, any Statement of Changes in Beneficial Ownership on Form 4 and any Annual Statement of Changes in Beneficial Ownership on Form 5, or any similar or successor form, which may be required to be filed by him with the Securities and Exchange Commission and any and all instruments necessary or incidental therewith, hereby granting unto said attorneys and each of them full power and authority to do and perform in the name and on behalf of the undersigned, and in any and all capacities, every act and thing whatsoever required or necessary to be done in and about the premises, as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and approving the act of said attorneys and each of them. This power of attorney shall not be affected by the subsequent disability or incompetence of the principal. This power of attorney shall remain in full force and effect until either revoked in writing by the undersigned or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Goldman Sachs Group, Inc. or one of its affiliates. In witness thereof the undersigned hereunto signed his name this 21st day of February, 2008. /s/ Stuart M. Rothenberg ---------------------------- Stuart M. Rothenberg -----END PRIVACY-ENHANCED MESSAGE-----