Attached files
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| EX-3.1 - American Casino & Entertainment Properties LLC | v188230_ex3-1.htm |
UNITED
STATES
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
Date of
Report (date of earliest event reported): June 11, 2010
AMERICAN CASINO &
ENTERTAINMENT PROPERTIES LLC
(Exact name of registrant as
specified in its charter)
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Delaware
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000-52975
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20-0573058
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||
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(State
or other jurisdiction
|
(Commission
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(I.R.S.
Employer
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||
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of incorporation)
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File
Number)
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Identification
No.)
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2000
Las Vegas Boulevard South, Las Vegas, NV
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89104
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(Address
of principal executive offices)
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(Zip
code)
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(702)
380-7777
(Registrant's
telephone number, including area code)
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4 (c))
Section
5 – Corporate Governance and Management
Item
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On June
11, 2010, Steven Angel resigned from the Board of Managers of American Casino
& Entertainment Properties LLC, or the Company, effective
immediately. Mr. Angel was Chairman of the Board of Managers and was
a member of the Audit Committee and Compensation Committee of the Board of
Managers. There were no known disagreements with
Mr. Angel on any matters relating to the Company's operations,
policies or practices.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On June
11, 2010, the Company amended its Amended and Restated Limited Liability Company
Agreement. The amendment deleted the last sentence of Section 6.1(d)
and replaced it with the following:
“Wherever
approval by the Board is required by this Agreement, such approval shall, except
as otherwise set forth herein, consist of the affirmative vote of a majority of
a quorum of the Board Members, which shall include the affirmative vote of at
least one Goldman Board Member.”
Section
9 - Financial Statements and Exhibits
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
3.1 First
Amendment to Amended and Restated Limited Liability Company Agreement of
American Casino & Entertainment Properties LLC
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.
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AMERICAN
CASINO & ENTERTAINMENT
PROPERTIES
LLC
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(Registrant)
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By:
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/s/
Edward W. Martin, III
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Edward
W. Martin, III
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Chief
Financial Officer &
Treasurer
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Date:
June 14, 2010