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):
September 20, 2001
GB PROPERTY FUNDING CORP.
GB HOLDINGS, INC.
GREATE BAY HOTEL AND CASINO, INC.
(Exact name of Registrant as specified in its Charter)
Delaware 75-2502290
Delaware 75-2502293
New Jersey 33-69716 22-2242014
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(State or other juris- (Commission (IRS Employer
diction of incorporation) File Number) Identification
Number)
c/o Sands Hotel & Casino
Indiana Avenue and Brighton Park, 9th Floor
Atlantic City, New Jersey 08401
(Address of principal executive office) (Zip Code)
Registrant's telephone number including area code: (609) 441-4517
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Not Applicable
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(Former name and former address, as changed since last report)
Item 5. Other Events
GB Property Funding Corp., GB Holdings, Inc. and Greate Bay Hotel and Casino,
Inc. (collectively, the "Company") are commencing a solicitation of consents
(the "Solicitation") for the purpose of amending the terms (the "Amendment") of
the indenture governing the Company's 11% First Mortgage Notes due 2005 (the
"Notes"). Certain documents relating to the Solicitation are attached as
exhibits hereto. The Amendment would, among other things, allow the Company to
borrow additional money and grant liens to secure such indebtedness and permit
the release or subordination of the existing liens and mortgages that secure the
Notes. This would in turn provide financial flexibility under the Indenture and
facilitate potential improvements and expansion of the Sands Hotel and Casino
and the Company to, among other things, meet competition.
In order for the Amendment to become effective, consents from the holders of at
least a majority of the aggregate principal amount of the outstanding Notes must
be received and not revoked. Holders who consent to the Amendment will receive a
payment of $17.50 for each $1,000 principal amount of Notes with respect to
which such consent has been granted, subject to the terms and conditions set
forth in the consent solicitation statement and related materials ("Solicitation
Materials") distributed to holders of Notes.
Entities controlled by Carl C. Icahn ("Icahn Entities") collectively hold in the
aggregate approximately 58% of the Notes outstanding. Mr. Icahn has indicated
that he anticipates that the Icahn Entities will vote in favor of the Amendment.
IMPORTANT: INVESTORS ARE URGED TO READ THE COMPANY'S FILINGS ON FORM T-3, AS
AMENDED, WITH EXHIBITS AND THIS FORM 8-K AND EXHIBITS AVAILABLE WITHOUT CHARGE
FROM THE SECURITIES AND EXCHANGE COMMISSION'S WEBSITE (HTTP://WWW.SEC.GOV).
This document contains statements that are forward-looking. Such forward-looking
statements involve important risks and uncertainties. Results may differ from
those expressed in any forward-looking statements made by or on behalf of the
Company. For more information regarding the Company and risks applicable to its
business, please review the filings of the GB Holdings, Inc., GB Property
Funding Corp. and Greate Bay Hotel and Casino, Inc. with the Securities and
Exchange Commission, including the Company's reports on Forms 10-K and 10-Q.
Item 7. Exhibits
Exhibit 1. Letter from Company relating to the
Consent Solicitation Statement in respect of the
Company's 11% First Mortgage Notes due 2005.
Exhibit 2. Consent Solicitation Statement in respect
of the Company's 11% First Mortgage Notes due 2005.
Exhibit 2a. Annex A to the Consent Solicitaion Statement,
submitted in PDF format as a related document.
Exhibit 2b. Reference is made to the Company's filing of
Amendment No. 1 to Form T-3 on September 20, 2001,
which contains the document attached as Annex B to
the Consent Solicitation Statement.
Exhibit 2c. Annex C to the Consent Solicitation Statement.
Exhibit 3. Consent Form.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
GB PROPERTY FUNDING CORP.
Dated: September 20, 2001 By: /s/ Timothy A. Ebling
Name: Timothy A. Ebling
Title: Executive Vice President and
Chief Financial Officer
GB HOLDINGS, INC.
Dated: September 20, 2001 By: /s/ Timothy A. Ebling
Name: Timothy A. Ebling
Title: Executive Vice President and
Chief Financial Officer
GREATE BAY HOTEL AND CASINO, INC.
Dated: September 20, 2001 By: /s/ Timothy A. Ebling
Name: Timothy A. Ebling
Title: Executive Vice President and
Chief Financial Officer