SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Commission File Number
333-110484
333-110485
FORM 12B-25
NOTIFICATION OF LATE FILING
(Check one): ( ) Form 10-K ( ) Form 11-K ( ) Form 20-F
(x) Form 10-Q ( ) Form N-SAR
For periods ended: September 30, 2004
( ) Transition Report on Form 10-K
( ) Transition Report on Form 20-F
( ) Transition Report on Form 11-K
( ) Transition Report on Form 10-Q
( ) Transition Report on Form N-SAR
For the transition period ended:
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify
the item(s) to which the notification relates: Item 1
PART I
REGISTRANT INFORMATION
ATLANTIC COAST ENTERTAINMENT HOLDINGS, INC.
ACE Gaming, LLC
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Full name of registrant
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Former name if applicable
C/O SANDS HOTEL & CASINO, INDIANA AVENUE & BRIGHTON PARK
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Address of principal executive office (Street and Number)
ATLANTIC CITY, NEW JERSEY 08401
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City, State and Zip Code
PART II
RULES 12B-25(B) AND (C)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check where appropriate.)
( x ) (a) The reasons described in reasonable detail in Part III
of this form could not be eliminated without unreasonable
effort or expense;
( x ) (b) The subject annual report, semi-annual report,
transition report on Form 10-K, 20-F, 11-K or Form N-SAR, or
portion thereof will be filed on or before the 15th calendar
day following the prescribed due date; or the subject
quarterly report or transition report on Form 10-Q, or
portion, thereof will be filed on or before the fifth calendar
day following the prescribed due date, and
( ) (c) The accountant's statement or other exhibit required
by Rule 12b-25(c) has been
attached if applicable.
PART III
NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F, 10-Q,
N-SAR or the transition report portion thereof could not be filed within the
prescribed time period. (Attach extra sheets if needed.)
The Registrants are unable to file their Quarterly Reports on Form 10-Q
for the fiscal quarter ended September 30, 2004 on a timely basis because the
Registrants and their accounting staff require additional time to complete the
consolidated financial statements and the notes thereto and in order to include
a description of the consummation, on November 12, 2004, of a senior secured
revolving credit line providing for working capital loans of up to $10 million,
to be used for working capital purposes in the operation of The Sands Hotel and
Casino, by Atlantic Coast Entertainment Holdings, Inc., as borrower, and ACE
Gaming, LLC, as guarantor.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Patricia M. Wild 609 441-4633
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) or the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of
1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s).
( ) Yes ( x ) No
The Registrants have not filed their Quarterly Reports on Form 10-Q for the
quarter ended June 30, 2004.
(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
( ) Yes ( x ) No
If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
ATLANTIC COAST ENTERTAINMENT HOLDINGS, INC.
ACE Gaming, LLC
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(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: November 15, 2004 By: /s/ Denise Barton
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Name: Denise Barton
Title: Chief Financial Officer