SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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):
May 16, 2002
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 4. Changes in Registrant's Certifying Accountant
GB Property Funding Corp., GB Holdings, Inc. and Greate Bay Hotel and
Casino, Inc. (collectively, the "Company") Board of Directors' dismissed Arthur
Andersen LLP (Arthur Andersen) as our independent auditors and appointed KPMG
LLP (KPMG) to serve as the Company's independent auditors for the current fiscal
year which ends on December 31, 2002. The change in auditors is effective May
16, 2002. The decision to appoint KPMG was made after an extensive evaluation
process by the Board of Directors, its Audit Committee and management of the
Company.
Arthur Andersen's reports on our consolidated financial statements for each
of the past two fiscal years did not contain an adverse opinion or disclaimer of
opinion, nor were such reports qualified or modified as to uncertainty, audit
scope or accounting principles. During each of our two most recent fiscal years
and through the date of this report, there were: (i) no disagreements with
Arthur Andersen on any matter of accounting principle or practice, financial
statement disclosure, or auditing scope or procedure which, if not resolved to
Arthur Andersen's satisfaction would have caused them to make reference to the
subject matter in connection with their report on our consolidated financial
statements for such years; and (ii) no reportable events as defined in Item
304(a)(1)(v) of Regulation S-K. We have provided Arthur Andersen with a copy of
the foregoing disclosures. Attached as Exhibit 16 is a copy of Arthur Andersen's
letter dated May 21, 2002, stating its agreement with such statements. During
each of our two most recent fiscal years and through the date of this report, we
did not consult KPMG with respect to the application of accounting principles to
a specified transaction, either completed or proposed, or the type of audit
opinion that might be rendered on our consolidated financial statements, or any
other matters or reportable events as set forth in Items 304(a)(2)(i) and (ii)
of Regulation S-K.
On March 27, 2002, the New Jersey Casino Control Commission entered an
order prohibiting the Company, as well as all other New Jersey casino licensees,
from conducting business with Arthur Andersen LLP after May 15, 2002.
Item 7. Financial Statements and Exhibits
1. Letter, dated May 21, 2002, from Arthur Andersen LLP to the Securities
and Exchange Commission in accordance with Item 304 of Regulation S-K.
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: May 23, 2002 By: /s/ Timothy A. Ebling
Name: Timothy A. Ebling
Title: Executive Vice President and
Chief Financial Officer
GB HOLDINGS, INC.
Dated: May 23, 2002 By: /s/ Timothy A. Ebling
Name: Timothy A. Ebling
Title: Executive Vice President and
Chief Financial Officer
GREATE BAY HOTEL AND CASINO, INC.
Dated: May 23, 2002 By: /s/ Timothy A. Ebling
Name: Timothy A. Ebling
Title: Executive Vice President and
Chief Financial Officer