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): April 21, 2005 ATLANTIC COAST ENTERTAINMENT HOLDINGS, INC. ACE GAMING, LLC ------------------------------------------------------ (Exact name of Registrant as specified in its Charter) Delaware 333-110484 54-2131349 New Jersey 333-110485 54-2131351 - -------------------------------------------------------------------------------- (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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. On April 21, 2005, Atlantic Coast Entertainment Holdings, Inc. ("Atlantic") entered into an agreement (the "Agreement"), with George Toth providing for the employment of Mr. Toth in the position of President of ACE Gaming, LLC (the owner of The Sands Hotel & Casino), a wholly owned subsidiary of Atlantic. The Agreement provides for an employment term commencing April 1, 2005, and continuing through March 31, 2008, unless earlier terminated. Mr. Toth's employment is subject to the terms and conditions set forth in the Agreement, a copy of which is filed herewith as Exhibit 10.1 and the full text of which is incorporated herein by reference. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. Exhibit Description: 10.1 Agreement, dated April 21, 2005, by and between Atlantic and George Toth. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ATLANTIC COAST ENTERTAINMENT HOLDINGS, INC. ACE GAMING, LLC Dated: April 26, 2005 By: /s/ Patricia M. Wild --------------------------------------- Name: Patricia M. Wild Title: Vice President, General Counsel and Secretary