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):
July 22, 2004
GB HOLDINGS, INC.
(Exact name of Registrant as specified in its Charter)
Delaware 33-69716 75-2502293
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(State or other juris- (Commission (IRS Employer
diction of incorporation) File Number) Identification
Number)
c/o Sands Hotel and 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 AND REQUIRED FD DISCLOSURE
On July 22, 2004, Atlantic Coast Entertainment Holdings, Inc. ("Atlantic
Holdings"), a subsidiary of Greate Bay Hotel and Casino, Inc. which is a
subsidiary of GB Holdings, Inc. (Amex: GBH) (the "Company") and which owns and
operates The Sands Hotel and Casino in Atlantic City, announced that, today, at
12:01 a.m., New York City time, its Consent Solicitation and Offer to Exchange,
in which it offered to exchange its 3% Notes due 2008 for the 11% Notes due
2005, issued by GB Property Funding Corp., expired and $66,169,970 principal
amount of the 11% Notes, representing 60.2% of the outstanding 11% Notes, were
tendered to Atlantic Holdings for exchange. Upon the expiration of the Consent
Solicitation and Offer to Exchange, the Company consummated a series of
transactions which resulted in the transfer of the assets of The Sands Hotel and
Casino to Atlantic Holdings' subsidiary ACE Gaming, LLC, and the mergers of the
Company, GB Property Funding Corp. and Greate Bay Hotel and Casino, Inc. with
the Company as the surviving corporation.
Also, the Company fixed July 23, 2004 as the payment date for the distribution
(the "Distribution"), on a pro rata basis, to the stockholders of record of the
Company on July 22, 2004 (the "Record Date"), of 10,000,000 warrants, which
under certain conditions will allow the holders to purchase an aggregate of
2,750,000 shares of common stock of Atlantic Holdings, at a purchase price of
$.01 per share, representing 27.5% of the outstanding common stock of Atlantic
Holdings, on a fully diluted basis, which is equivalent to a dividend of 1
warrant to purchase .275 shares of common stock of Atlantic Holdings for every 1
share of common stock of the Company.
The full text of the press release issued by the Company on July 22, 2004 is
attached hereto as Exhibit 99.1 and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits:
Exhibit Description
99.1 Press Release, dated July 22, 2004.
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 HOLDINGS, INC.
Dated: July 22, 2004 By: /s/ Douglas S. Niethold
Name: Douglas S. Niethold
Title: Vice President Finance, Chief Financial
Officer and Principal Accounting Officer