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): January 13, 2004 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 - ------------------------- ------------ -------------------------- (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) 441-4633 Not Applicable ----------------------- (Former name and former address, as changed since last report) ITEM 5. OTHER EVENTS AND REQUIRED FD DISCLOSURE On January 13, 2004, the Securities and Exchange Commission (the "Commission") granted the application of GB Property Funding Corp. ("Funding"), a Delaware corporation, GB Holdings, Inc. ("GBH"), a Delaware corporation, and Greate Bay Hotel & Casino, Inc. ("GBHC"), a New Jersey corporation, to delist the 11% Notes due 2005 (the "Notes"), issued by Funding and guaranteed by GBH and GBHC from trading on the American Stock Exchange. On January 14, 2004, the American Stock Exchange suspended the Notes from trading, but on February 2, 2004, the American Stock Exchange resumed trading of such Notes. On April 12, 2004, the Commission granted the application of Funding, GBH and GBHC to delist the Notes, effective on April 19, 2004 and on April 19, 2004, the American Stock Exchange delisted the Notes. The full text of the press release issued by GBH on April 21, 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: 99.1 Press Release, dated April 21, 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 PROPERTY FUNDING CORP. Dated: April 21, 2004 By: /s/ Phyllis LeTart Name: Phyllis LeTart Title: Vice President and General Counsel GB HOLDINGS, INC. Dated: April 21, 2004 By: /s/ Phyllis LeTart Name: Phyllis LeTart Title: Vice President and General Counsel GREATE BAY HOTEL AND CASINO, INC. Dated: April 21, 2004 By: /s/ Phyllis LeTart Name: Phyllis LeTart Title: Vice President and General Counsel