AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 3, 2004
REGISTRATION NO. 333-110485
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------
ATLANTIC COAST ENTERTAINMENT HOLDINGS, INC.
ACE GAMING, LLC
(Exact name of each registrant as specified in its charter)
DELAWARE 7011 54-2131349
NEW JERSEY 7011 54-2131351
(State or Other Jurisdiction (Primary Standard (I.R.S. Employer
of Incorporation Industrial Classification Identification Number)
or Organization) Code Number)
C/O SANDS HOTEL & CASINO
INDIANA AVENUE & BRIGHTON PARK
ATLANTIC CITY, NEW JERSEY 08401
(609) 441-4000
(Address, including zip code, and telephone number,
including area code, of registrant's principal
executive offices)
PATRICIA M. WILD
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
C/O SANDS HOTEL & CASINO
INDIANA AVENUE & BRIGHTON PARK
ATLANTIC CITY, NEW JERSEY 08401
(609) 441-4432
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
--------------
WITH A COPY TO:
JOEL A. YUNIS, ESQ.
WAYNE A. WALD, ESQ.
KATTEN MUCHIN ZAVIS ROSENMAN
575 MADISON AVENUE
NEW YORK, NEW YORK 10022
(212) 940-8800
--------------
Approximate date of commencement of proposed sale to the public: AS SOON AS
PRACTICABLE AFTER THIS REGISTRATION STATEMENT IS DECLARED EFFECTIVE AND THE
CONDITIONS TO THE CONSUMMATION OF THE OFFER DESCRIBED HEREIN HAVE BEEN SATISFIED
OR, TO THE EXTENT PERMITTED, WAIVED.
--------------
If any of the securities being registered on this Form are to be
offered in connection with the formation of a holding company and there is
compliance with General Instruction G, check the following box. [ ]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
--------------
THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SECTION 8(A), MAY DETERMINE.
--------------
THE INFORMATION IN THIS PRELIMINARY PROSPECTUS IS NOT COMPLETE AND MAY BE
CHANGED. THESE SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATION STATEMENT FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PRELIMINARY
PROSPECTUS IS NOT AN OFFER TO SELL, NOR DOES IT SEEK AN OFFER TO BUY THESE
SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.
================================================================================
Explanatory Note
This Post-Effective Amendment No. 5 to Registration Statement
333-110485 is filed in accordance with the undertakings of the Registrants
contained in Item 22 to the Registration Statement. The purpose of this
Post-Effective Amendment No.5 is to include Exhibits 4.4, 4.6, 4.7 and 10.1, as
revised, and Exhibits 4.5, 4.8, 10.2, 10.3 and 10.4.
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
a. Exhibits
Exhibit
Number Description of documents
------ ------------------------
3.1** Certificate of Incorporation of Atlantic Coast Entertainment
Holdings, Inc., filed October 31, 2003 (Incorporated herein by
reference to Annex A to the proxy statement and prospectus, which
is a part of this registration statement).
3.2** Certificate of Formation of ACE Gaming, LLC, filed November 5,
2003.
3.3** By-Laws of Atlantic Holdings (Incorporated herein by reference to
Annex B to the proxy statement and prospectus, which is a part of
this registration statement).
4.1** Specimen form of Atlantic Holdings' Common Stock certificate.
4.2** Operating Agreement of ACE Gaming, dated November 5, by Atlantic
Holdings.
4.3** Amended and Restated Indenture, dated as of October 12, 2001,
among GB Property Funding Corp., as issuer, GB Holdings, Inc. and
Greate Bay Hotel and Casino, Inc., as guarantors, and Wells Fargo
Bank Minnesota, National Association, as trustee (Incorporated
herein by reference to Annex E to the proxy statement and
prospectus, which is a part of this registration statement).
4.4 Amendment No.1 to Amended and Restated Indenture, dated as of
July 22, 2004, among GB Property, as issuer, GB Holdings and
Greate Bay Hotel, as guarantors, and Wells Fargo Bank, National
Association, as trustee, and Form of Second Amended and Restated
Indenture, dated as of July 22, 2004, among GB Holdings, as
obligor, and Wells Fargo Bank, National Association, as trustee.
4.5 Second Amended and Restated Indenture, dated as of July 22, 2004,
among GB Holdings, as obligor, and Wells Fargo Bank, National
Association, as trustee.
4.6 Indenture, dated as of July 22, 2004, among Atlantic Holdings, as
issuer, ACE Gaming, as guarantor, and Wells Fargo Bank, National
Association, as trustee.
4.7 Warrant Agreement, dated as of July 22, 2004, between Atlantic
Holdings and American Stock Transfer and Trust Company.
4.8 Registration Rights Agreement, dated as of July 22, 2004, between
Atlantic Holdings and the Signatories listed therein.
5.1** Opinion of Katten Muchin Zavis Rosenman.
8.1** Form of Tax Opinion of Katten Muchin Zavis Rosenman.
10.1 Contribution Agreement, dated as of July 22, 2004, among GB
Holdings, Greate Bay Hotel, Atlantic Holdings and ACE Gaming
10.2 Pledge and Security Agreement, dated as of July 22, 2004, among
Atlantic Holdings, ACE Gaming and certain subsidiaries of
Atlantic Holdings, as Guarantor, and Wells Fargo Bank, National
Association, as trustee.
10.3 Assignment of Leases, dated as of July 22, 2004, between ACE
Gaming and Wells Fargo Bank, National Association.
10.4 Mortgage, Fixture Filing and Security Agreement, dated as of July
22, 2004, between ACE Gaming and Wells Fargo Bank, National
Association.
10.5** Commitment Letter from Ealing Corp. to GB Holdings, dated as of
January 30, 2004.
10.6** Letter from GB Holdings to Ealing Corp. dated as of March 23,
2004.
10.7** Letter from GB Holdings to Ealing Corp. dated as of April 20,
2004.
12.1** Statement regarding computation of ratios.
21.1** List of Subsidiaries of Atlantic Holdings.
23.1** Consent of Independent Registered Public Accounting Firm.
23.2** Opinion of Katten Muchin Zavis Rosenman (included in Exhibit
5.1).
24.1** Powers of Attorney.
99.1** Opinion of Libra Securities, LLC (Incorporated herein by
reference to Annex H to the proxy statement and prospectus, which
is a part of this registration statement).
- --------------
** Previously filed.
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Atlantic City, New Jersey, on August
3, 2004.
ATLANTIC COAST ENTERTAINMENT HOLDINGS, INC.
By: /s/ RICHARD P. BROWN
---------------------------------------
Name: RICHARD P. BROWN
Title: Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities indicated on August 3, 2004.
SIGNATURE TITLE
/s/ RICHARD P. BROWN Chief Executive Officer (Principal
- --------------------------- Executive Officer)
RICHARD P. BROWN
/s/ DENISE BARTON Vice President and
- --------------------------- Chief Financial Officer
DENISE BARTON
/s/ MARTIN HIRSCH* Director
- ---------------------------
MARTIN HIRSCH
/s/ JOHN P. SALDARELLI* Director
- ---------------------------
JOHN P. SALDARELLI
/s/ MICHAEL L. ASHNER* Director
- ---------------------------
MICHAEL L. ASHNER
/s/ HAROLD FIRST* Director
- ---------------------------
HAROLD FIRST
/s/ AUGUSTE E. RIMPEL, JR.* Director
- ---------------------------
AUGUSTE E. RIMPEL, JR.
- --------------------------------------------------------
*By: /s/ RICHARD P. BROWN
-------------------------------------------------
RICHARD P. BROWN, as Attorney-in-Fact
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Atlantic City, New Jersey, on August
3, 2004.
ACE GAMING, LLC
By /s/ RICHARD P. BROWN
----------------------------
Name: RICHARD P. BROWN
Title: Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities indicated on August 3, 2004.
SIGNATURE TITLE
/s/ RICHARD P. BROWN Chief Executive Officer (Principal
- --------------------------- Executive Officer)
RICHARD P. BROWN
/s/ DOUGLAS S. NIETHOLD Vice President, Finance and
- --------------------------- Chief Financial Officer (Principal
DOUGLAS S. NIETHOLD Accounting Officer)
/s/ MARTIN HIRSCH* Director
- ---------------------------
MARTIN HIRSCH
/s/ JOHN P. SALDARELLI* Director
- ---------------------------
JOHN P. SALDARELLI
/s/ MICHAEL L. ASHNER* Director
- ---------------------------
MICHAEL L. ASHNER
/s/ HAROLD FIRST* Director
- ---------------------------
HAROLD FIRST
/s/ AUGUSTE E. RIMPEL, JR.* Director
- ---------------------------
AUGUSTE E. RIMPEL, JR.
- ----------------------------------------------------------
*By: /s/ RICHARD P. BROWN
---------------------------------------------------
RICHARD P. BROWN, as Attorney-in-Fact
Exhibit
Number Description of documents
3.1** Certificate of Incorporation of Atlantic Coast Entertainment
Holdings, Inc., filed October 31, 2003 (Incorporated herein by
reference to Annex A to the proxy statement and prospectus, which
is a part of this registration statement).
3.2** Certificate of Formation of ACE Gaming, LLC, filed November 5,
2003.
3.3** By-Laws of Atlantic Holdings (Incorporated herein by reference to
Annex B to the proxy statement and prospectus, which is a part of
this registration statement).
4.1** Specimen form of Atlantic Holdings' Common Stock certificate.
4.2** Operating Agreement of ACE Gaming, dated November 5, by Atlantic
Holdings.
4.3** Amended and Restated Indenture, dated as of October 12, 2001,
among GB Property Funding Corp., as issuer, GB Holdings, Inc. and
Greate Bay Hotel and Casino, Inc., as guarantors, and Wells Fargo
Bank Minnesota, National Association, as trustee (Incorporated
herein by reference to Annex E to the proxy statement and
prospectus, which is a part of this registration statement).
4.4 Amendment No.1 to Amended and Restated Indenture, dated as of
July 22, 2004, among GB Property, as issuer, GB Holdings and
Greate Bay Hotel, as guarantors, and Wells Fargo Bank, National
Association, as trustee, and Form of Second Amended and Restated
Indenture, dated as of July 22, 2004, among GB Holdings, as
obligor, and Wells Fargo Bank, National Association, as trustee.
4.5 Second Amended and Restated Indenture, dated as of July 22, 2004,
among GB Holdings, as obligor, and Wells Fargo Bank, National
Association, as trustee.
4.6 Indenture, dated as of July 22, 2004, among Atlantic Holdings, as
issuer, ACE Gaming, as guarantor, and Wells Fargo Bank, National
Association, as trustee.
4.7 Warrant Agreement, dated as of July 22, 2004, between Atlantic
Holdings and American Stock Transfer and Trust Company.
4.8 Registration Rights Agreement, dated as of July 22, 2004, between
Atlantic Holdings and the Signatories listed therein.
5.1** Opinion of Katten Muchin Zavis Rosenman.
8.1** Form of Tax Opinion of Katten Muchin Zavis Rosenman.
10.1 Contribution Agreement, dated as of July 22, 2004, among GB
Holdings, Greate Bay Hotel, Atlantic Holdings and ACE Gaming
10.2 Pledge and Security Agreement, dated as of July 22, 2004, among
Atlantic Holdings, ACE Gaming and certain subsidiaries of
Atlantic Holdings, as Guarantor, and Wells Fargo Bank, National
Association, as trustee.
10.3 Assignment of Leases, dated as of July 22, 2004, between ACE
Gaming and Wells Fargo Bank, National Association.
10.4 Mortgage, Fixture Filing and Security Agreement, dated as of July
22, 2004, between ACE Gaming and Wells Fargo Bank, National
Association.
10.5** Commitment Letter from Ealing Corp. to GB Holdings, dated as of
January 30, 2004.
10.6** Letter from GB Holdings to Ealing Corp. dated as of March 23,
2004.
10.7** Letter from GB Holdings to Ealing Corp. dated as of April 20,
2004.
12.1** Statement regarding computation of ratios.
21.1** List of Subsidiaries of Atlantic Holdings.
23.1** Consent of Independent Registered Public Accounting Firm.
23.2** Opinion of Katten Muchin Zavis Rosenman (included in Exhibit
5.1).
24.1** Powers of Attorney.
99.1** Opinion of Libra Securities, LLC (Incorporated herein by
reference to Annex H to the proxy statement and prospectus, which
is a part of this registration statement).
- --------------
** Previously filed.