<PAGE>
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 2, 1998
GB PROPERTY FUNDING CORP.
GB HOLDINGS, INC.
GREATE BAY HOTEL AND CASINO, INC.
(Exact name of each registrant as specified in its charter)
Delaware 75-2502290
Delaware 75-2502293
Delaware 33-69716 22-2242014
------------------------------------------------------------------
(State or other jurisdiction (Commission (IRS Employer
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
--------------
Not Applicable
----------------------------------------------------
(Former name and former address, as changed since last report)
<PAGE>
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
On January 2, 1998, GB Property Funding Corp., GB Holdings, Inc. and
Greate Bay Hotel and Casino, Inc., (collectively the "Companies" and
individually a "Company") each filed voluntary petitions for reorganization
under Chapter 11 of the Bankruptcy Code with the United States Bankruptcy Court
for the District of New Jersey (Camden, New Jersey vicinage). The file number
in the case of Greate Bay Hotel and Casino, Inc. is 98-10001, for GB Property
Funding Corp. 98-10003 and for GB Holdings, Inc. 98-10002. Judge Judith Wizmur
presiding in each case.
Greate Bay Hotel and Casino, Inc. is the owner of the Sands Hotel and
Casino in Atlantic City, New Jersey.
ITEM 5. OTHER EVENTS
In a related action all the directors of GB Property Funding Corp. have
resigned effective January 2, 1998; namely, Jack E. Pratt, Edward T. Pratt, Jr.,
William D. Pratt and Edward T. Pratt III. Richard D. Knight, Frederick H. Kraus
and Timothy A. Ebling were elected as directors of GB Property Funding Corp.
effective January 2, 1998.
All the directors of GB Holdings, Inc. have resigned effective January
2, 1998; namely, Jack E. Pratt, Edward T. Pratt, Jr., William D. Pratt and
Edward T. Pratt III. Richard D. Knight. Richard D. Knight, Frederick H. Kraus
and Timothy A. Ebling were elected as directors of GB Holdings, Inc. effective
January 2, 1998.
All the directors of Greate Bay Hotel and Casino, Inc. have resigned
effective January 2, 1998; namely, Jack E. Pratt, Edward T. Pratt, Jr., William
D. Pratt and Edward D. Muir. Richard D. Knight, Frederick H. Kraus and Timothy
A. Ebling were elected as directors of Greate Bay Hotel and Casino, Inc.
effective January 2, 1998.
Effective January 2, 1998, Jack E Pratt also resigned as Chairman of
the Board and Chief Executive Officer of each Company and Richard D. Knight was
elected as Chairman of the Board and Chief Executive Officer of each Company.
Edward T. Pratt, Jr., William D. Pratt and Edward T. Pratt III, and John C. Hull
have resigned as officers of GB Property Funding Corp. and GB Holdings, Inc.
effective January 2, 1998 and Timothy A. Ebling was elected as Executive Vice
President and Chief Financial Officer and Principal Accounting Officer of each
Company.
2
<PAGE>
(C) Exhibits.
99.1 Press Release dated January 5, 1998.
99.2 Voluntary petition for bankruptcy pursuant to Chapter 11 of the
Bankruptcy Code for Greate Bay Hotel and Casino, Inc. dated
January 5, 1998.
99.3 Voluntary petition for bankruptcy pursuant to Chapter 11 of the
Bankruptcy Code for GB Holdings, Inc. dated January 5, 1998.
99.4 Voluntary petition for bankruptcy pursuant to Chapter 11 of the
Bankruptcy Code for GB Property Funding Corp. dated January 5,
1998.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, each of the Registrants has duly caused this Current Report to be
signed on its behalf by the undersigned hereunto duly authorized.
GB PROPERTY FUNDING CORP.
Dated: January 8, 1998 By:
------------------------------------
Name: Timothy A. Ebling
Title: Executive Vice President and
Chief Financial Officer
GB HOLDINGS, INC.
Dated: January 8, 1998 By:
------------------------------------
Name: Timothy A. Ebling
Title: Executive Vice President and
Chief Financial Officer
GREATE BAY HOTEL AND CASINO, INC.
Dated: January 8, 1998 By:
-----------------------------------
Name: Timothy A. Ebling
Title: Executive Vice President and
Chief Financial Officer
3
<PAGE>
EXHIBIT 99.1
NEWS FROM
GREATE BAY HOTEL AND CASINO
- -----------------------------------------------------------------------------
FOR IMMEDIATE RELEASE Media Contacts: Jim Wise
- ---------------------
Director of Corporate Communications
(609) 441-4526
GREATE BAY HOTEL AND CASINO FILES CHAPTER 11 REORGANIZATION
Atlantic City, New Jersey, January 5, 1998 - Greate Bay Hotel and Casino, Inc.,
owner of the Sands Hotel & Casino in Atlantic City, announced today that it has
filed a voluntary petition for Chapter 11 reorganization in the United States
Bankruptcy Court in Camden, New Jersey. Greate Bay Hotel and Casino, Inc. is
the principal operating subsidiary of Greate Bay Casino Corporation (AMEX:GBY)
which is not part of the bankruptcy petition.
Timothy A. Ebling, the chief financial officer of the Sands, stated that "the
primary purpose of the filing will allow us to restructure our long-term debt
and to reposition the casino to emerge from bankruptcy as a healthy and more
profitable business. The Sands generates more than sufficient cash flow to
cover its operating expenses but has been unable to generate sufficient cash
flow to meet the interest requirements on its long-term debt."
"The Sands will continue to welcome and entertain our customers as usual,"
continued Ebling, who also added, "other properties in our market have
restructured under Chapter 11 and emerged successfully on a sounder financial
footing."
Great Bay Hotel and Casino also announced that Ladenburg Thalmann & Co. was
engaged by the Company to act as financial advisors during the reorganization
proceedings.
GB Property Funding Corp., the issuer of $185 million of 10 7/8% First Mortgage
Notes due 2004, and GB Holdings, Inc., the immediate parent company for Greate
Bay Hotel and Casino Corporation, also filed for Chapter 11 protection.
Other Greate Bay Casino Corporation subsidiaries, including PRT Funding
Corporation, the issuer of $85 million of 11 5/8% Senior Notes due 2004, and
Pratt Casino Corporation, guarantor of the Senior Notes, are not part of the
bankruptcy petition. The indenture to the Senior Notes contains cross-default
provisions with respect to the First Mortgage Notes.
- more -
<PAGE>
Great Bay Casino Corporation does not currently meet the financial guidelines of
the American Stock Exchange for continuing listing on the Exchange. The
Exchange is conducting an evaluation of the Company with respect to the
continued listing of both its common stock, the 10 7/8% First Mortgage Notes and
11 5/8% Senior Notes and accordingly, no assurance can be given that the
listings on the Exchange will be continued. Trading in all three issues was
halted today and will continue pending further evaluation.
Ebling and Frederick H. Kraus, both long-term employees of the Sands, were named
Executive Vice President and Chief Financial Officer, and Executive Vice
President and General Counsel, respectively, of the Sands.
The Sands Hotel and Casino is a 21 story resort, offering a full range of casino
gaming, a 532 room hotel, headline entertainment and find dining.
###
<PAGE>
EXHIBIT 99.2
(Official Form 1)(9/97)
- --------------------------------------------------------------------------------
FORM B1 UNITED STATES BANKRUPTCY COURT VOLUNTARY PETITION
DISTRICT OF NEW JERSEY
- --------------------------------------------------------------------------------
Name of Debtor (if individual, enter Last, First, Middle):
Greate Bay Hotel and Casino, Inc.
- --------------------------------------------------------------------------------
All Other Names used by the Debtor in the last 6 years
(include married, maiden, and trade names):
Sands Hotel & Casino
Sands Hotel, Casino & Country Club
- --------------------------------------------------------------------------------
Soc. Sec./Tax I.D. No. (if more than one, state all):
EIN: 22-2242014
- --------------------------------------------------------------------------------
Street Address of Debtor (No. & Street, City, State & Zip Code):
Indian Ave. & Brighton Park
Atlantic City, NJ 08401
- --------------------------------------------------------------------------------
County of Residence or of the
Principal Place of Business: Atlantic
- --------------------------------------------------------------------------------
Mailing Address of Debtor (if different from street address):
- --------------------------------------------------------------------------------
Name of Joint Debtor (Spouse) (Last, First Middle):
- --------------------------------------------------------------------------------
All Other Names used by the Joint Debtor in the last 6 years
(include married, maiden, and trade names):
- --------------------------------------------------------------------------------
Soc. Sec./Tax I.D. No. (if more than one, state all):
- --------------------------------------------------------------------------------
Street Address of Joint Debtor(No. & Street, City, State & Zip Code):
- --------------------------------------------------------------------------------
County of Residence or of the
Principal Place of Business:
- --------------------------------------------------------------------------------
Mailing Address of Joint Debtor (if different from street address):
- --------------------------------------------------------------------------------
Location of Principal Assets of Business Debtor
(if different from street address above):
- --------------------------------------------------------------------------------
INFORMATION REGARDING THE DEBTOR (CHECK THE APPLICABLE BOXES)
VENUE (Check any applicable box)
[X] Debtor has been domiciled or has had a residence, principal place of
business, or principal assets in this District for 180 days immediately
preceding the date of this petition or for a longer part of such 180 days
than in any other District.
[_] There is a bankruptcy case concerning debtor's affiliate, general partner,
or partnership pending in this District.
- --------------------------------------------------------------------------------
TYPE OF DEBTOR (Check all boxes that apply)
[_] Individual(s) [_] Railroad
[X] Corporation [_] Stockbroker
[_] Partnership [_] Commodity Broker
[_] Other ________________
- --------------------------------------------------------------------------------
NATURE OF DEBTS (Check one box)
[_] Consumer/Non-Business [X] Business
- --------------------------------------------------------------------------------
CHAPTER 11 SMALL BUSINESS (Check all boxes that apply)
[_] Debtor is a small business as defined in 11 U.S.C. (S) 101.
[_] Debtor is and elects to be considered a small business under
11 U. S.C. (S) 1121 (e) (Optional)
- --------------------------------------------------------------------------------
CHAPTER OR SECTION OF BANKRUPTCY CODE UNDER WHICH
THE PETITION IS FILED (Check one box)
[_] Chapter 7 [X] Chapter 11 [_] Chapter 13
[_] Chapter 9 [_] Chapter 12
[_] Sec. 304 - Case ancillary to foreign proceeding
- --------------------------------------------------------------------------------
FILING FEE (Check one box)
[X] Full Filing Fee attached
[_] Filing Fee to be paid in installments (Applicable to individuals only)
Must attach signed application for the court's consideration
certifying that the debtor is unable to pay fee except in installments.
Rule 1006(b). See Official Form No. 3.
- --------------------------------------------------------------------------------
STATISTICAL/ADMINISTRATIVE INFORMATION (Estimates only)
[X] Debtor estimates that funds will be available for distribution to
unsecured creditors.
[_] Debtor estimates that, after an exempt property in excluded and
administrative expenses paid, there will be no funds available for
distribution to unsecured creditors.
- --------------------------------------------------------------------------------
1-15 16-49 50-99 100-199 200-999 1000-over
Estimated Number of Creditors [_] [_] [_] [_] [_] [X]
- --------------------------------------------------------------------------------
Estimated Assets
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
$0 to $50,001 to $100,001 to $500,001 to $1,000,001 to $10,000,001 to $50,000,001 to More than
$50,000 $100,000 $500,000 $1 million $10 million $50 million $100 million $100 million
[_] [_] [_] [_] [_] [_] [_] [X]
</TABLE>
- --------------------------------------------------------------------------------
Estimated Debts
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
$0 to $50,001 to $100,001 to $500,001 to $1,000,001 to $10,000,001 to $50,000,001 to More than
$50,000 $100,000 $500,000 $1 million $10 million $50 million $100 million $100 million
[_] [_] [_] [_] [_] [_] [_] [X]
</TABLE>
- --------------------------------------------------------------------------------
THIS SPACE IS FOR COURT USE ONLY
- --------------------------------------------------------------------------------
Bankruptcy2000 (C)1991-96, New Hope Software - 30078
<PAGE>
(Official Form 1) (9/97)
- --------------------------------------------------------------------------------
VOLUNTARY PETITION Name of Debtor(s) FORM B1, Page 2
(This page must be completed and Greate Bay Hotel and Casino, Inc.
filed in every case)
- --------------------------------------------------------------------------------
PRIOR BANKRUPTCY CASE FILED WITHIN LAST 6 YEARS (If more than one, attach
additional sheet)
Location Case Number: Date Filed:
Where Filed: NONE
- --------------------------------------------------------------------------------
PENDING BANKRUPTCY CASE FILED BY ANY SPOUSE, PARTNER OR AFFILIATE OF
THE DEBTOR (if more than one, attach additional sheet)
Name of Debtor: Case Number Date Filed:
GB Property Funding Corp./ Not Yet Assigned January 5, 1998
GB Holdings, Inc.
- --------------------------------------------------------------------------------
District: Relationship: Judge:
New Jersey Affiliate Unknown
- --------------------------------------------------------------------------------
SIGNATURES
Signature(s) of Debtor(s) (Individual/Joint)
I declare under penalty of perjury that the information provided in this
petition is true and correct.
[If petitioner is an individual whose debts are primarily consumer debts
and has chosen to file under chapter 7] I am aware that I may proceed
under chapter 7, 11, 12 or 13 of title 11, United States Code, understand
the relief available under each such chapter, and choose to proceed
under chapter 7.
I request relief in accordance with the chapter of title 11, United States
Code, specified in this petition.
X -----------------------------------------------
Signature of Debtor
X -----------------------------------------------
Signature of Joint Debtor
-----------------------------------------------
Telephone Number (if not represented by attorney)
-----------------------------------------------
Date
- --------------------------------------------------------------------------------
SIGNATURE OF ATTORNEY
X /s/ PAUL R. DEFILIPPO
-----------------------------------------------
Signature of Attorney for Debtor(s)
PAUL R. DEFILIPPO
-----------------------------------------------
Printed Name of Attorney for Debtor(s)
Gibbons, Del Deo, Dolan, Griffinger & Vecchione
-----------------------------------------------
Firm Name
One Riverfront Plaza
-----------------------------------------------
Address
Newark, NJ 07102-5497
-----------------------------------------------
973-596-4500
-----------------------------------------------
Telephone Number
January 5, 1998
-----------------------------------------------
Date
- --------------------------------------------------------------------------------
EXHIBIT A
(To be completed if debtor is required to file periodic reports
(e.g., forms 10K and 10Q) with the Securities and Exchange
Commission pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 and is requesting relief under chapter 11.)
Exhibit A is attached and made a part of this petition.
- --------------------------------------------------------------------------------
EXHIBIT B
(To be completed if the debtor is an individual
whose debts are primarily consumer debts)
I, the attorney for the petitioner named in the foregoing petition, declare
that I have informed the petitioner that [he or she] may proceed under
chapter 7, 11, 12, or 13 or title 11, United States Code, and have
explained the relief available under each such chapter.
X -----------------------------------------------
Signature of Attorney for Debtor(s) Date
- --------------------------------------------------------------------------------
SIGNATURE OF DEBTOR (Corporation/Partnership)
I declare under penalty of perjury that the information provided in this
petition is true and correct, and that I have been authorized to file this
petition on behalf of the debtor.
The debtor requests relief in accordance with the chapter of title 11,
United States Code, specified in this petition.
X /s/ TIMOTHY A. EBLING
-----------------------------------------------
Signature of Authorized Individual
TIMOTHY A. EBLING
-----------------------------------------------
Printed Name of Authorized Individual
Executive Vice President, Chief Financial Officer
-----------------------------------------------
Title of Authorized Individual
January 5, 1998
-----------------------------------------------
Date
- --------------------------------------------------------------------------------
SIGNATURE OF NON-ATTORNEY PETITION PREPARER
I certify that I am a bankruptcy petition preparer as defined in 11 U.S.C.
(S) 110, that I prepared this document for compensation, and that I have
provided the debtor with a copy of this document.
-----------------------------------------------
Printed Name of Bankruptcy Petition Preparer
-----------------------------------------------
Social Security Number
-----------------------------------------------
Address
X -----------------------------------------------
Names and Social Security numbers of all other individuals who
prepared or assisted in preparing this document:
If more than one person prepared this document, attach additional
sheets conforming to the appropriate official form for
each person.
-----------------------------------------------
Signature of Bankruptcy Petition Preparer
-----------------------------------------------
Date
A bankruptcy petition prepare's failure to comply with the provisions
of title 11 and the Federal Rules of Bankruptcy Procedure may result
in fines or imprisonment or both 11 U.S.C. (S) 110; 18 U.S.C. (S) 156.
- --------------------------------------------------------------------------------
Bankruptcy2000 (C)1991-96, New Hope Software - 30078
<PAGE>
Form B1, Exh. A (9/97)
Exhibit "A"
[If the debtor is required to file periodic reports (e.g., forms 10K and 10Q)
with the Securities and Exchange Commission pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934 and is requesting relief under
chapter 11 of the Bankruptcy Code, this to the petition.]
UNITED STATES BANKRUPTCY COURT
DISTRICT OF NEW JERSEY
In re Greate Bay Hotel and Casino, Inc.,
--------------------------------
Debtor Case No. 98-
-----------
Exhibit "A" to Voluntary Petition
1. If any of debtor's securities are registered under section 12 of the
Securities and Exchange Act of 1934, the SEC file number is 22-2242014.
----------
2. The following financial data is the latest available information and refers
to debtor's condition on November 30, 1997.
-----------------
a. Total assets $ 214,934,000
------------
b. Total debts (including debts listed in 2.c., below) $ 244,530,000
------------
Approximate
number of
holders
c Debt securities held by more than 500 holders
secured/X/ unsecured// subordinated// $ 189,998,465 UNKNOWN
-------------- ---------
secured// unsecured// subordinated// $ 0
-------------- ---------
secured// unsecured// subordinated// $ 0
-------------- ---------
secured// unsecured// subordinated// $ 0
-------------- ---------
secured// unsecured// subordinated// $ 0
-------------- ---------
d. Number of shares of preferred stock 0
-------------- ---------
e. Number of shares of common stock 0
-------------- ---------
Comments, if any: None.
-------------------------------------------------------
------------------------------------------------------------------------
------------------------------------------------------------------------
3. Brief description of debtor's business: Debtor owns and operates casino
-------------------------------
gaming and hotel business.
- -------------------------
- ----------------------------------------------------------------------------
- ----------------------------------------------------------------------------
4. See Attached
<PAGE>
Exhibit "A", Continued
In re Greate Bay Hotel and Casino, Inc., Case No. 98
Chapter 1 1
4. List the names of any person who directly or indirectly owns, controls,
or holds, with power to vote 5% or more of the voting securities of
debtor:
GB Holdings, Inc., Pratt Casino Corp., PPI Corp., Greate Bay Casino
Corp. Additionally, the Pratt Family collectively, and the following
Pratt Family entities, individually, indirectly own, control, or hold,
with power to vote, in excess of 5% of the voting securities of the
Debtor: J.E. Pratt Family Trust, J.E. Pratt Co. I and E. Pratt Family
Trust.
<PAGE>
CERTIFICATION OF CORPORATE RESOLUTION
-------------------------------------
I, Frederick H. Kraus, Executive Vice President, General Counsel and
Secretary of Greate Bay Hotel and Casino, Inc., a New Jersey corporation (the
"Corporation"), do hereby certify that by consent of the Board of Directors of
the Corporation, effective January 3, 1998, the resolutions annexed hereto as
Exhibit A were adopted and they have not been modified or rescinded, and are
still in full force and effect.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the
corporate seal of the Corporation this 5th day of January, 1998.
---
/s/ Frederick H. Kraus
----------------------------------------
Name: Frederick H. Kraus
Title: Executive Vice President, General
Counsel and Secretary
Greate Bay Hotel and Casino, Inc.
A New Jersey Corporation
(CORPORATE SEAL)
<PAGE>
EXHIBIT A
WHEREAS, each of Greate Bay Hotel and Casino, Inc., GB Property Funding
Corp. and GB Holdings, Inc. (whether one or more, the "Corporation") has
retained and consulted with financial and legal advisors with respect to the
pursuit of certain strategic alternatives relating to the Sands Hotel and Casino
in Atlantic City, New Jersey; and
WHEREAS, after such review of such strategic alternatives with such
advisors, each such Corporation now desires to file a petition for relief under
Chapter 11 of Title 11, United States Code in the United States Bankruptcy Court
for the District of New Jersey if management of each such Corporation concludes
that it has exhausted all other alternatives to avoid a bankruptcy filing and
such filing is necessary to protect the assets of each such Corporation (the
"Chapter 11 Bankruptcy Filing"); and
WHEREAS, the Board of Directors of the Corporation (the "Board") has (i)
reviewed and approved the Chapter 11 Bankruptcy Filing, (ii) received, reviewed
and approved certain documentation with respect thereto and (iii) determined
that the transactions and documentation contemplated thereby are necessary,
proper and in the best interests of such Corporation; now, therefore, be it
RESOLVED, that the Chapter 11 Bankruptcy Filing and the
transactions and documentation contemplated thereby, including, without
limitation, the retention by the Corporation of Ladenburg Thalmann & Co.
Inc. as its financial advisor and Gibbons, Del Deo, Dolan, Griffinger &
Vecchione as its legal advisor in connection with such Chapter 11
Bankruptcy Filing and related matters upon such terms and conditions as
the proper officers of the Corporation deem necessary, appropriate or
advisable (collectively, the "Transactions") be, and the same hereby
are, ratified, approved and confirmed in all respects by the Board for
the Corporation; and, be it
RESOLVED FURTHER, that the Board hereby finds that the
Transactions are necessary, proper and in the best interests of the
Corporation; and, be it
RESOLVED FURTHER, that the proper officers of the Corporation
be, and each of them hereby is, authorized, empowered and directed, in
the name and on behalf of the Corporation, to (i) prepare, execute,
deliver and file the petition for the Chapter 11 Bankruptcy Filing in
substantially the form received and reviewed by the Board, with such
changes therein or additions thereto as may be approved or deemed
necessary, appropriate or advisable by the officer executing the same on
behalf of the Corporation, the execution and delivery thereof by such
officer to be conclusive evidence of the approval by him of such changes
or additions, (ii) prepare, execute, deliver (or receive) and/or file
any and all other agreements, certificates, instruments and documents
contemplated by the Transactions (collectively, the "Other Transaction
Documentation"), the execution, delivery or receipt thereof by such
officer to be conclusive evidence of the
<PAGE>
approval by him of such Other Transaction Documentation, and (iii) take such
other action, all as such officer deems necessary, appropriate or advisable to
consummate the Transactions; and, be it
RESOLVED FURTHER, that the proper officers of the Corporation be, and
each of them hereby is, authorized, empowered and directed, in the name and on
behalf of the Corporation, to take or cause to be taken all such further action,
to prepare, execute and deliver all documents, instruments and other agreements
and to waive any and all conditions, as any of such officers, in such officer's
sole discretion, may determine to be necessary, appropriate or advisable to
fulfill the intent and to carry out the purposes of the foregoing resolutions,
such determination to be conclusively evidenced by the taking of any such
further action or the execution and delivery of any such further document; and
all acts and deeds of the officers and agents of the Corporation which are
consistent with the purpose and intent of such resolutions be, and the same
hereby are, in all respects, ratified, approved and confirmed as the acts and
deeds of the Corporation; and, be it
RESOLVED FURTHER, that the proper officers of the Corporation be, and
each of them hereby is, authorized, empowered and directed, in the name and on
behalf of the Corporation, to pay all fees and expenses relating to the
Transactions as any such officer determines to be appropriate, such payment to
be conclusive evidence of such officer's determination; and, be it
RESOLVED FURTHER, that the proper officers of the Corporation be, and
each of them hereby is, authorized, empowered and directed, in the name and on
behalf of the Corporation, to issue a press release to the public describing the
Transactions in conformity with any and all applicable laws, rules and
regulations; and, be it
RESOLVED FURTHER, that the execution by any of the proper officers of
any document authorized by the foregoing resolutions, or any action or actions
so authorized, is (or shall become upon delivery) the enforceable and binding
act and obligation of the Corporation, without the necessity of the signature or
attestation of any other officer of this Corporation or the affixing of the
corporate seal; and, be it
RESOLVED FURTHER, that the proper officers of the Corporation for
purposes of the foregoing resolutions be, and they hereby are declared to be,
any of the officers of the Corporation, namely, the Chairman of the Board, the
Chief Executive Officer, the President, each of the Executive Vice Presidents
and the Vice Presidents, the Treasurer, any Assistant Treasurer, the Secretary,
any Assistant Secretary, the Principal Financial Officer or the Principal
Accounting Officer, and any one of such officers may act on behalf of the
Corporation in this
2
<PAGE>
regard; and, be it
RESOLVED FURTHER, that any and all actions consistent with the foregoing
resolutions that have previously been taken by the officers or directors of the
Corporation on behalf of the Corporation be, and each of them hereby is,
ratified, approved and confirmed in all respects as the true acts and deeds of
the Corporation with the same force and effect as if each such act had been
specifically authorized in advance by resolution of the Board.
3
<PAGE>
FORM 4. LIST OF CREDITORS HOLDING 20 LARGEST UNSECURED CLAIMS
UNITED STATES BANKRUPTCY COURT
DISTRICT OF NEW JERSEY
LIST OF CREDITORS HOLDING 20 LARGEST UNSECURED CLAIMS
Following is the list of the debtor's creditors holding the 20 largest
unsecured claims. The list is prepared in accordance with Fed. R. Bankr. P.
1007(d) for filing in this chapter 11 [or chapter 9] case. The list does not
include (1) persons who come within the definition of "insider" set forth in 11
U.S.C. S101, or (2) secured creditors unless the value of the collateral is such
that the unsecured deficiency places the creditor among the holders of the 20
largest unsecured claims.
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
(1) (2) (3) (4) (5)
<S> <C> <C> <C> <C>
Name of creditor Name, telephone number and Nature of claim Indicate if Amount of claim
and complete complete mailing address, (trade debt, bank claim is [if secured also
mailing address including zip code, of loan, government contingent, unliquidated, state value of security
including zip code employee, agent, or department contract, etc.) disputed or
creditor familiar with claim subject to setoff
who may be contacted
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
See attached list
- --------------------------------------------------------------------------------
DECLARATION UNDER PENALTY OF PERJURY ON BEHALF OF CORPORATION OR PARTNERSHIP
1, [the president or other officer or an authorized agent of the
corporation] named as debtor in this case, declare under penalty of perjury that
I have read the foregoing LIST OF CREDITORS HOLDING 20 LARGEST UNSECURED CLAIMS
and that it is true and correct to the best of my information and belief.
Date January 5, 1998
-------------------------
Signature /s/ Timothy A. Ebling
---------------------------
TIMONTHY A. EBLING
Executive Vice President,
Chief Financial Officer
<PAGE>
LARGEST UNSECURED CREDITORS
12/30/97 estimated
a/p trial accruals total
--------- --------- -----
1 Atlantic Electric 266,509 305,000 571,509
PO Box 4860
Trenton, NJ 08650-4860
Contact: Ms. Mitchell
Phone #: 609.645.3500
Fax #: 609.645.4453
2 New Jersey Manufacturers Insurance Company 202,391 88,009 290,400
Sullivan Way
West Trenton, NJ 08628
Contact: Carol
Phone #: 609.883.1300 x4010
Fax #: 609.538.0109
3 State of New Jersey 250,000 250,000
Casino Control Commission
Tennessee Ave. and Boardwalk
Atlantic City, NJ 08401
Phone #: 609.441.3712
Fax #:
4 Earle Palmer Brown 189,042 189,042
685 3rd Ave. 23rd Floor
New York, NY 10017
Contact: Norman Gouluskin
Phone #: 212.916.7611
Fax #: 212.986.4955
5 Baumgardner Floor Covering, Limited 167,649 24,000 191,649
2628 Fire Road
PO Box 1235
Pleasantville, NJ 08232-1235
Contact: Bernadette Baumgardner
Phone #: 609.645.2808
Fax #: 609.645.9790
6 Harold Neiman and Albert L. Deutsch, 140,000 140,000
His Attorney
17th Floor
230 South Broad Street
Philadelphia, PA 19102
Contact: Albert L. Deutsch
Phone #: 215.985.0777
Fax #: 215.790.0904
7 Shuffle Master, Inc. 123,238 800 124,038
10901 Valley View Road
Eden Prairie, MN 55344
Contact:
Phone #: 702.897.7150
Fax #: 702.260.6691
<PAGE>
LARGEST UNSECURED CREDITORS
12/30/97 estimated
a/p trial accruals total
--------- --------- -----
8 Asian American Market 80,050 10,000 90,050
3001 Fairmont Ave
Atlantic City, NJ 08401
Contact: Carol
Phone #: 609.345.6901
Fax #:
9 Gemstar Seafood, Inc. 68,602 20,000 88,602
3101 South Lawrence St.
Philadelphia, PA 19148
Contact: Drew Magason
Phone #: 215.334.6488
Fax #: 215.334.5897
10 Liber Rich & Sons, Inc. 50,934 30,000 80,934
PO Box 1149
701 West Delilah Rd
Pleasantville, NJ 08232
Contact: Joseph Rich
Phone #: 609.641.7777
Fax #: 609.272.0717
11 Sysco Food Services of Philadelphia 74,243 5,000 79,243
PO Box 8500-S8725
Philadelphia, PA 19178-8725
Contact: Gina
Phone #: 215.218.1613
Fax #: 1.800.287.1285
12 Calvi Electric 74,700 74,700
PO Box 479
14 South California Ave.
Atlantic City, NJ 08404
Contact: Brenda
Phone #: 609.345.0151
Fax #: 609.345.1258
13 R.C. Maxwell Company 49,400 25,000 74,400
PO Box 1200
Trenton, NJ 08606
Contact: William Ade
Phone #: 609.396.8121
Fax #: 609.396.9876
<PAGE>
LARGEST UNSECURED CREDITORS
12/30/97 estimated
a/p trial accruals total
--------- --------- -----
14 Chispanic Enterprises, Inc. 62,100 11,500 73,610
801 Atlantic Avenue
Egg Harbor City, NJ 08215
Contact: Randy Robe
Phone #: 609.804.1300
Fax #: 609.804.1301
15 Black Tiger Company, Inc. 63,283 10,000 73,283
141 Mohegan Road
Manasquan, NJ 08736
Contact: Dorothy
Phone #: 732.223.9281
Fax #: 732.223.3918
16 Resorts Casino/Hotel 19,073 48,000 87,073
1133 Boardwalk
Atlantic City, NJ 08401
Contact:
Phone #: 609.344.6000
Fax #:
17 Seashore Fruit Company 54,430 10,000 64,430
PO Box 1819
Atlantic City, NJ 08401
Contact:
Phone #: 809.345.0151
Fax #: 809.345.1258
18 World Wide Concessions, Inc. 53,652 7,000 60,652
Miller Bldg., Suite 100
441 N. 5th Street
Philadelphia, PA 19123
Contact: Wayne or Heather
Phone #: 215.923.4786
Fax #: 215.923.4792
19 Sykes, O'Connor, Salerno & Hazaveh 49,985 10,000 59,985
Atlantic Ave. & Gordons Alley
Atlantic City, NJ 08401
Contact: Nory Hazaveh
Phone #: 609.345.5222
Fax #: 609.345.7488
20 Atlantic City Linen Supply 28,206 25,000 53,208
400 N. North Carolina Ave.
Atlantic City, NJ 08401
Contact: David Goldberg
Phone #: 609.345.5888
Fax #: 609.344.5753
<PAGE>
LARGEST UNSECURED CREDITORS
12/30/97 estimated
a/p trial accruals total
--------- --------- -----
21 American Atelier, Inc. 50,424 50,424
301 N. Front Street
Allentown, PA 18102
Contact: David Goodman
Phone #: 610.439.4040
Fax #: 610.439.4141
22 Atlantic City Municipal Utilities 24,054 24,054 48,108
PO Box 117
29 South New York Ave.
Atlantic City, NJ 08401
Contact: Mr. Spellman
Phone #: 609.345.3883
Fax #: 609.348.5802
23 Global Exports, Inc. 38,494 4,500 42,994
11 Orchard Hill Drive
Manalapan, NJ 07726
Contact: Howard Allen
Phone #: 732.308.0767
Fax #: 732.303.8128
24 Casino Lobster 36,837 6,000 42,837
120 West Merion Ave
Pleasantville, NJ 08232
Contact: Greg Goff
Phone #: 609.641.3345
Fax #: 609.484.8411
25 Kopos International 37,704 4,000 41,704
935 Ocean Ave. Suite 623
Ocean City, NJ 08226
Contact: Anna Orvicki
Phone #: 609.391.0423
Fax #: 215.468.8832
26 Bell Atlantic - NJ 21,234 19,100 40,334
PO Box 4833
Trenton, NJ 08650-4833
Contact: Mona
Phone #: 800.660.9922
Fax #: 609.978.7966
<PAGE>
LARGEST UNSECURED CREDITORS
12/30/97 estimated
a/p trial accruals total
--------- --------- -----
27 Magic Disposal, Inc. 29,084 10,000 39,084
PO Box 896
Northfield, NJ 08225
Contact: Steve Wazson
Phone #: 609.648.0758
Fax #: 609.645.9199
28 PNC Bank, NA 39,000 39,000
Two Towe Center
East Brunswick, NJ 08816
Contact: Denise Killan
Phone #: 609.778.2683
Fax #: 609.778.2673
29 Outdoor Systems Advertising 21,817 16,996 38,813
185 Route 46
Fairfield, NJ 07004
Contact: Marylin
Phone #: 973.575.6900 x208
Fax #: 973.808.8316
30 AT&T 18,030 20,000 38,030
PO Box 371430
Pittsburgh, PA 15250-7430
Contact: Rod Naugle
Phone #: 800.984.9049 x 5470
Fax #: 800.348.7526
31 Classic Coach 24,975 12,000 36,975
1600 Locust Avenue
Bohemia, NY 11716
Contact: Gary Caroll
Phone #: 516.567.5100 x216
Fax #: 516.567.3722
32 Boardwalk Belle, Inc. 24,532 12,000 36,532
PO Box 1275
Merchantville, NJ 08108-0275
Contact: Mike Fiore
Beeper #: 1.800.412.3430
Fax #:
<PAGE>
LARGEST UNSECURED CREDITORS
12/30/97 estimated
a/p trial accruals total
--------- --------- -----
33 Reitman Industries T/A Fleming and McCaig 24,851 10,500 35,351
PO Box 8128
Trenton, NJ 08650-0128
Contact: David Schwartz
Phone #: 609.758.1910
Fax #:
34 Enerval, L.L.C. 19,718 15,000 34,718
5100 Harding Highway, Suite 200
Mays Landing, NJ 08330
Contact: Nicole Polistina
Phone #: 609.625.6955
Fax #: 609.625.7948
35 Millar Elevator Service Company 15,137 19,493 34,630
PO Box 73017-N
Cleveland, OH 44193
Contact: Frank Buhier
Phone #: 609.625.0084
Fax #: 609.625.3574
36 Madison House 32,867 0 32,867
123 S. Dr. ML King Blvd
Atlantic City, NJ 08401
Contact:
Phone #: 609.345.1400
Fax #:
37 South Jersey Transportation Authority 35,659 (3,559) 32,100
PO Box 351
Hammonton, NJ 08037
Contact: Wade Lawson
Phone #: 609.965.6060
Fax #: 609.965.7315
38 Q.S.I. Enterprises 26,193 3,000 29,193
VPR Commerce Center
Suite 307
Blackwood, NJ 08012
Contact: Leon Gotheim
Phone #: 609.232.8000
Fax #: 609.228.6807
<PAGE>
LARGEST UNSECURED CREDITORS
12/30/97 estimated
a/p trial accruals total
--------- --------- ------
39 Bernie Robbins Jewelers, Inc. 29,033 29,033
501 New Road
Groveland Shopping Center
Somers Point, NJ 08244
Contact: Steward Schupler
Phone #: 609.927.4848
Fax #: 609.927.7321
40 Central Lewmar Limited Partnership 20,258 8,000 28,258*
80 McClellan
Newark, NJ 07114
Contact: Michael
Phone #: 609.883.7500
Fax #: 609.883.2431
41 Unisource Worldwide, Inc. 22,230 6,000 28,230
Philadelphia Division
PO Box 8239
Philadelphia, PA 19101-8239
Contact:
Phone #: 1.800.523.1402
Fax #: 1.800.598.1735
42 Gould West Paper Corporation 22,567 4,000 26,567
2 Campus Drive
Burlington, NJ 08016
Contact:
Phone #: 212.301.0000
Fax #: 212.320.4333
----------------------- ---------
2,318,496 1,184,093 3,502,589
======================= =========
*Pursuant to the proposed ORDER AUTHORIZING PAYMENT OF CERTAIN PREPETITION
VENDOR AND CUSTOMER RELATED CLAIMS, Greate Bay Hotel and Casino, Inc. seeks to
pay certain of the creditors listed herein. Accordingly this list contains in
excess of 20 unsecured creditors.
<PAGE>
UNITED STATES BANKRUPTCY COURT
DISTRICT OF NEW JERSEY
In re Greate Bay Hotel and Casino, Inc.,
---------------------------------- Case No. 98-
Debtor -----------------
Chapter Chapter 11
-----------------
VERIFICATION OF LIST OF CREDITORS
I hereby certify under penalty of perjury that the attached List of
Creditors which consists of 1,184 pages, is true, correct and complete to the
best of my knowledge.
Date January 5, 1998 Signature /s/ TIMOTHY A. EBLING
------------------ ----------------------------------
TIMOTHY A. EBLING,
Executive Vice President,
Chief Financial Officer
Paul R. DeFilippo
Gibbons, Del Deo, Dolan,
Griffinger & Vecchione
One Riverfront Plaza
Newark, NJ 07102-5497
973-596-4500
973-596-0545
<PAGE>
EXHIBIT 99.3
(Official Form 1)(9/97)
- --------------------------------------------------------------------------------
FORM B1 UNITED STATES BANKRUPTCY COURT VOLUNTARY PETITION
DISTRICT OF NEW JERSEY
- --------------------------------------------------------------------------------
Name of Debtor (if individual, enter Last, First, Middle):
GB Holding Inc.
- --------------------------------------------------------------------------------
All Other Names used by the Debtor in the last 6 years
(include married, maiden, and trade names): None
- --------------------------------------------------------------------------------
Soc. Sec./Tax I.D. No. (if more than one, state all):
EIN: 75-2502293
- --------------------------------------------------------------------------------
Street Address of Debtor (No. & Street, City, State & Zip Code):
c/o Sands Hotel and Casino
Indiana Ave. & Brighton Park
9th Floor
Atlantic City, NJ 08401
- --------------------------------------------------------------------------------
County of Residence or of the
Principal Place of Business: Atlantic
- --------------------------------------------------------------------------------
Mailing Address of Debtor (if different from street address):
- --------------------------------------------------------------------------------
Name of Joint Debtor (Spouse) (Last, First, Middle):
- --------------------------------------------------------------------------------
All Other Names used by the Joint Debtor in the last 6 years
(include married, maiden, and trade names):
- --------------------------------------------------------------------------------
Soc. Sec./Tax I.D. No. (if more than one, state all):
- --------------------------------------------------------------------------------
Street Address of Joint Debtor (No. & Street, City, State & Zip Code):
- --------------------------------------------------------------------------------
County of Residence or of the
Principal Place of Business:
- --------------------------------------------------------------------------------
Mailing Address of Joint Debtor (if different from street address):
- --------------------------------------------------------------------------------
Location of Principal Assets of Business Debtor
(if different from street address above):
State Street Bank & Trust Co.
Corporate Trust Department
777 Main Street
Hartford, Ct 06115
- --------------------------------------------------------------------------------
INFORMATION REGARDING THE DEBTOR (CHECK THE APPLICABLE BOXES)
VENUE (Check any applicable box)
[_] Debtor has been domiciled or has had a residence, principal place of
business, or principal assets in this District for 180 days immediately
preceding the date of this petition or for a longer part of such 180 days
than in any other District.
[X] There is a bankruptcy case concerning debtor's affiliate, general partner,
or partnership pending in this District.
- --------------------------------------------------------------------------------
TYPE OF DEBTOR (Check all boxes that apply)
[_] Individual(s) [_] Railroad
[X] Corporation [_] Stockbroker
[_] Partnership [_] Commodity Broker
[_] Other ________________
- --------------------------------------------------------------------------------
NATURE OF DEBTS (Check one box)
[_] Consumer/Non-Business [X] Business
- --------------------------------------------------------------------------------
CHAPTER 11 SMALL BUSINESS (Check all boxes that apply)
[_] Debtor is a small business as defined in 11 U.S.C. (S) 101.
[_] Debtor is and elects to be considered a small business under
11 U.S.C. (S) 1121 (e) (Optional)
- --------------------------------------------------------------------------------
CHAPTER OR SECTION OF BANKRUPTCY CODE UNDER WHICH
THE PETITION IS FILED (Check one box)
[_] Chapter 7 [X] Chapter 11 [_] Chapter 13
[_] Chapter 9 [_] Chapter 12
[_] Sec. 304 - Case ancillary to foreign proceeding
- --------------------------------------------------------------------------------
FILING FEE (Check one box)
[X] Full Filing Fee attached
[_] Filing Fee to be paid in installments (Applicable to individuals only)
Must attach signed application for the court's consideration
certifying that the debtor is unable to pay fee except in installments.
Rule 1006(b). See Official Form No. 3.
- --------------------------------------------------------------------------------
STATISTICAL/ADMINISTRATIVE INFORMATION (Estimates only)
[X] Debtor estimates that funds will be available for distribution to
unsecured creditors.
[_] Debtor estimates that, after an exempt property in excluded and
administrative expenses paid, there will be no funds available for
distribution to unsecured creditors.
- --------------------------------------------------------------------------------
1-15 16-49 50-99 100-199 200-999 1000-over
Estimated Number of Creditors [X] [_] [_] [_] [_] [_]
- --------------------------------------------------------------------------------
Estimated Assets
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
$0 to $50,001 to $100,001 to $500,001 to $1,000,001 to $10,000,001 to $50,000,001 to More than
$50,000 $100,000 $500,000 $1 million $10 million $50 million $100 million $100 million
[_] [_] [_] [_] [_] [_] [_] [X]
</TABLE>
- --------------------------------------------------------------------------------
Estimated Debts
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
$0 to $50,001 to $100,001 to $500,001 to $1,000,001 to $10,000,001 to $50,000,001 to More than
$50,000 $100,000 $500,000 $1 million $10 million $50 million $100 million $100 million
[_] [_] [_] [_] [_] [_] [_] [X]
</TABLE>
- --------------------------------------------------------------------------------
THIS SPACE IS FOR COURT USE ONLY
- --------------------------------------------------------------------------------
Bankruptcy2000 (C)1991-96, New Hope Software - 30078
<PAGE>
(Official Form 1) (9/97)
- --------------------------------------------------------------------------------
VOLUNTARY PETITION
(This page must be completed and led in every case)
Greate Bay Hotel and Casino, Inc.
- --------------------------------------------------------------------------------
PRIOR BANKRUPTCY CASE FILED WITHIN LAST 6 YEARS (If more than one, attach
additional sheet)
Location Case Number: Date Filed:
Where Filed: NONE
- --------------------------------------------------------------------------------
PENDING BANKRUPTCY CASE FILED BY ANY SPOUSE, PARTNER OR AFFILIATE OF
THE DEBTOR (if more than one, attach additional sheet)
Name of Debtor: Case Number Date Filed:
GB Property Funding Corp. Not Yet Assigned January 5, 1998
- --------------------------------------------------------------------------------
District: Relationship: Judge:
New Jersey Affiliate Unknown
- --------------------------------------------------------------------------------
SIGNATURES
SIGNATURE(S) OF DEBTOR(S) (INDIVIDUAL/JOINT)
I declare under penalty of perjury that the information provided in this
petition is true and correct.
[If petitioner is an individual whose debts are primarily consumer debts
and has chosen to file under chapter 7] I am aware that I may proceed
under chapter 7, 11, 12 or 13 of title 11, United States Code, understand
the relief available under each such chapter, and choose to proceed
under chapter 7.
I request relief in accordance with the chapter of title 11, United States
Code, specified in this petition.
X _______________________________________________
Signature of Debtor
X _______________________________________________
Signature of Joint Debtor
_______________________________________________
Telephone Number (if not represented by attorney)
_______________________________________________
Date
- --------------------------------------------------------------------------------
X /s/ PAUL R. DEFILIPPO
-----------------------------------------------
Signature of Attorney for Debtor(s)
PAUL R. DEFILIPPO
-----------------------------------------------
Printed Name of Attorney for Debtor(s)
Gibbons, Del Deo, Dolan, Griffinger & Vecchione
-----------------------------------------------
Firm Name
One Riverfront Plaza
-----------------------------------------------
Address
Newark, NJ 07102-5497
-----------------------------------------------
973-596-4500
-----------------------------------------------
Telephone Number
January 5, 1998
-----------------------------------------------
Date
- --------------------------------------------------------------------------------
EXHIBIT A
(To be completed if debtor is required to file periodic reports
(e.g., forms 10K and 10Q) with the Securities and Exchange
Commission pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 and is requesting relief under chapter 11.)
Exhibit A is attached and made a part of this petition.
- --------------------------------------------------------------------------------
EXHIBIT B
(To be completed if the debtor is an individual
whose debts are primarily consumer debts)
I, the attorney for the petitioner named in the foregoing petition, declare
that I have informed the petitioner that [he or she] may proceed under
chapter 7, 11, 12, or 13 or title 11, United States Code, and have
explained the relief available under each such chapter.
X _______________________________________________
Signature of Attorney for Debtor(s) Date
- --------------------------------------------------------------------------------
SIGNATURE OF DEBTOR (Corporation/Partnership)
I declare under penalty of perjury that the information provided in this
petition is true and correct, and that I have been authorized to file this
petition on behalf of the debtor.
The debtor requests relief in accordance with the chapter of title 11,
United States Code, specified in this petition.
X /s/TIMOTHY A. EBLING
-----------------------------------------------
Signature of Authorized Individual
TIMOTHY A. EBLING
-----------------------------------------------
Printed Name of Authorized Individual
Executive Vice President, Chief Financial Officer
-----------------------------------------------
Title of Authorized Individual
January 5, 1998
-----------------------------------------------
Date
- --------------------------------------------------------------------------------
SIGNATURE OF NON-ATTORNEY PETITION PREPARER
I certify that I am a bankruptcy petition preparer as defined in 11 U.S.C.
(S) 110, that I prepared this document for compensation, and that I have
provided the debtor with a copy of this document.
-----------------------------------------------
Printed Name of Bankruptcy Petition Preparer
-----------------------------------------------
Social Security Number
-----------------------------------------------
Address
X _______________________________________________
Names and Social Security numbers of all other individuals who
prepared or assisted in preparing this document:
If more than one person prepared this document, attach additional
sheets conforming to the appropriate official form for
each person.
-----------------------------------------------
Signature of Bankruptcy Petition Preparer
-----------------------------------------------
Date
A bankruptcy petition prepare's failure to comply with the provisions
of title 11 and the Federal Rules of Bankruptcy Procedure may result
in fines or imprisonment or both 11 U.S.C. (S) 110; 18 U.S.C. (S) 156.
- --------------------------------------------------------------------------------
Bankruptcy2000 (C)1991-96, New Hope Software - 30078
<PAGE>
UNITED STATES BANKRUPTCY COURT
DISTRICT OF NEW JERSEY
GB Holdings, Inc.
In re ,
-------------------------
Debtor Case No. 98-
-----------
Chapter Chapter 11
-----------
VOLUNTARY PETITION CONTINUATION SHEET
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C>
PENDING BANKRUPTCY CASE FILED BY ANY SPOUSE, PARTNER OR AFFILIATE OF THE DEBTOR (If more than one, attach additional sheet)
Name of Debtor: Case Number: Date Filed:
Greate Bay Hotel and Casino, Inc. Not Yet Assigned January 5, 1998
- -------------------------------------------------------------------------------------------------------------------------------
District: Relationship: Judge:
New Jersey Affiliate Unknown
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
Form B1, Exh. A (9/97)
Exhibit "A"
[If the debtor is required to file periodic reports (e.g., forms 10K and 10Q)
with the Securities and Exchange Commission pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934 and is requesting relief under
chapter 11 of the Bankruptcy Code, this Exhibit "A" shall be completed and
attached to the petition.]
UNITED STATES BANKRUPTCY COURT
DISTRICT OF NEW JERSEY
In re ,
--------------------------------
Debtor Case No. 98-
-----------
Chapter Chapter 11
-----------
Exhibit "A" to Voluntary Petition
1. If any of debtor's securities are registered under section 12 of the
Securities and Exchange Act of 1934, the SEC file number is 75-2502293.
----------
2. The following financial data is the latest available information and refers
to debtor's condition on December 31, 1997.
-----------------
a. Total assets $ 1,879
-------------
b. Total debts (including debts listed in 2.c., below) $ 191,653,653
-------------
Approximate
number of
holders
c. Debt securities held by more than 500 holders
secured /X/ unsecured// subordinated// $ 191,652,373 Unknown
-------------- ---------
secured// unsecured// subordinated// $ 0
-------------- ---------
secured// unsecured// subordinated// $ 0
-------------- ---------
secured// unsecured// subordinated// $ 0
-------------- ---------
secured// unsecured// subordinated// $ 0
-------------- ---------
d. Number of shares of preferred stock 0 0
-------------- ---------
e. Number of shares of common stock 1,000 1
-------------- ---------
Comments, if any: None.
-------------------------------------------------------
------------------------------------------------------------------------
------------------------------------------------------------------------
3. Brief description of debtor's business: Investment company holding stock
--------------------------------
in subsidiaries. No active business.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
4. See Attached
<PAGE>
Exhibit "A", Continued
In re GB Holdings Inc., Case No. 98-
Chapter 11
4. List the names of any person who directly or indirectly owns, controls,
or holds, with power to vote 5% or more of the voting securities of
debtor:
Pratt Casino Corp., PPI Corp., Greate Bay Casino Corp. Additionally, the
Pratt Family collectively and the following Pratt Family entities
individually, indirectly own, control or hold, with power to vote, in
excess of 5% of the voting securities of the Debtor: J.E. Pratt Family
Trust, J.E. Pratt Co. I and E. Pratt Family Trust.
<PAGE>
CERTIFICATION OF CORPORATE RESOLUTION
-------------------------------------
I, Frederick H. Kraus, Executive Vice President, General Counsel and
Secretary of GB Holdings, Inc., a Delaware corporation (the "Corporation"), do
hereby certify that by consent of the Board of Directors of the Corporation,
effective January 3, 1998, the resolutions annexed hereto as Exhibit A were
adopted and they have not been modified or rescinded, and are still in full
force and effect.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the
corporate seal of the Corporation this 5th day of January, 1998.
---
/s/ Frederick H. Kraus
----------------------------------------
Name: Frederick H. Kraus
Title: Executive Vice President, General
Counsel and Secretary
GB Holdings, Inc.
A Delaware Corporation
(CORPORATE SEAL)
<PAGE>
EXHIBIT A
WHEREAS, each of Greate Bay Hotel and Casino, Inc., GB Property Funding
Corp. and GB Holdings, Inc. (whether one or more, the "Corporation") has
retained and consulted with financial and legal advisors with respect to the
pursuit of certain strategic alternatives relating to the Sands Hotel and Casino
in Atlantic City, New Jersey; and
WHEREAS. after such review of such strategic alternatives with such
advisors, each such Corporation now desires to file a petition for relief under
Chapter 11 of Title 11, United States Code in the United States Bankruptcy Court
for the District of New Jersey if management of each such Corporation concludes
that it has exhausted all other alternatives to avoid a bankruptcy filing and
such filing is necessary to protect the assets of each such Corporation (the
"Chapter 11 Bankruptcy Filing"); and
WHEREAS, the Board of Directors of the Corporation (the "Board") has (i)
reviewed and approved the Chapter 11 Bankruptcy Filing, (ii) received, reviewed
and approved certain documentation with respect thereto and (iii) determined
that the transactions and documentation contemplated thereby are necessary,
proper and in the best interests of such Corporation; now, therefore, be it
RESOLVED, that the Chapter 11 Bankruptcy Filing and the transactions and
documentation contemplated thereby, including, without limitation, the
retention by the Corporation of Ladenburg Thalmann & Co. Inc. as its financial
advisor and Gibbons, Del Deo, Dolan, Griffinger & Vecchione as its legal advisor
in connection with such Chapter 11 Bankruptcy Filing and related matters upon
such terms and conditions as the proper officers of the Corporation deem
necessary, appropriate or advisable (collectively, the "Transactions") be, and
the same hereby are, ratified, approved and confirmed in all respects by the
Board for the Corporation; and, be it
RESOLVED FURTHER, that the Board hereby finds that the Transactions are
necessary, proper and in the best interests of the Corporation; and, be it
RESOLVED FURTHER, that the proper officers of the Corporation be, and
each of them hereby is, authorized, empowered and directed, in the name and on
behalf of the Corporation, to (i) prepare, execute, deliver and file the
petition for the Chapter 11 Bankruptcy Filing in substantially the form received
and reviewed by the Board, with such changes therein or additions thereto as may
be approved or deemed necessary, appropriate or advisable by the officer
executing the same on behalf of the Corporation, the execution and delivery
thereof by such officer to be conclusive evidence of the approval by him of such
changes or additions, (ii) prepare, execute, deliver (or receive) and/or file
any and all other agreements, certificates, instruments and documents
contemplated by the Transactions (collectively, the "Other Transaction
Documentation"), the execution, delivery or receipt thereof by such officer to
be conclusive evidence of the
<PAGE>
approval by him of such Other Transaction Documentation, and (iii) take such
other action, all as such officer deems necessary, appropriate or advisable to
consummate the Transactions; and, be it
RESOLVED FURTHER, that the proper officers of the Corporation be, and
each of them hereby is, authorized, empowered and directed, in the name and on
behalf of the Corporation, to take or cause to be taken all such further action,
to prepare, execute and deliver all documents, instruments and other agreements
and to waive any and all conditions, as any of such officers, in such officer's
sole discretion, may determine to be necessary, appropriate or advisable to
fulfill the intent and to carry out the purposes of the foregoing resolutions,
such determination to be conclusively evidenced by the taking of any such
further action or the execution and delivery of any such further document; and
all acts and deeds of the officers and agents of the Corporation which are
consistent with the purpose and intent of such resolutions be, and the same
hereby are, in all respects, ratified, approved and confirmed as the acts and
deeds of the Corporation; and, be it
RESOLVED FURTHER, that the proper officers of the Corporation be, and
each of them hereby is, authorized, empowered and directed, in the name and on
behalf of the Corporation, to pay all fees and expenses relating to the
Transactions as any such officer determines to be appropriate, such payment to
be conclusive evidence of such officer's determination; and, be it
RESOLVED FURTHER, that the proper officers of the Corporation be, and
each of them hereby is, authorized, empowered and directed, in the name and on
behalf of the Corporation, to issue a press release to the public describing the
Transactions in conformity with any and all applicable laws, rules and
regulations; and, be it
RESOLVED FURTHER, that the execution by any of the proper officers of
any document authorized by the foregoing resolutions, or any action or actions
so authorized, is (or shall become upon delivery) the enforceable and binding
act and obligation of the Corporation, without the necessity of the signature or
attestation of any other officer of this Corporation or the affixing of the
corporate seal; and, be it
RESOLVED FURTHER, that the proper officers of the Corporation for
purposes of the foregoing resolutions be, and they hereby are declared to be,
any of the officers of the Corporation, namely, the Chairman of the Board, the
Chief Executive Officer, the President, each of the Executive Vice Presidents
and the Vice Presidents, the Treasurer, any Assistant Treasurer, the Secretary,
any Assistant Secretary, the Principal Financial Officer or the Principal
Accounting Officer, and any one of such officers may act on behalf of the
Corporation in this
<PAGE>
regard; and, be it
RESOLVED FURTHER, that any and all actions consistent with the
foregoing resolutions that have previously been taken by the officers or
directors of the Corporation on behalf of the Corporation be, and each
of them hereby is, ratified, approved and confirmed in all respects as
the true acts and deeds of the Corporation with the same force and
effect as if each such act had been specifically authorized in advance
by resolution of the Board.
<PAGE>
FORM 4. LIST OF CREDITORS HOLDING 20 LARGEST UNSECURED CLAIMS
UNITED STATES BANKRUPTCY COURT
DISTRICT OF NEW JERSEY
GB Holdings, Inc.
In re
----------------------------, Case No. 98-
Debtor -----------------
Chapter Chapter 11
------------------
LIST OF CREDITORS HOLDING 20 LARGEST UNSECURED CLAIMS
Following is the list of the debtor's creditors holding the 20 largest
unsecured claims. The list is prepared in accordance with Fed. R. Bankr. P.
1007(d) for filing in this chapter 11 [or chapter 9] case. The list does not
include (1) persons who come within the definition of "insider" set forth in 11
U.S.C. (S)101, or (2) secured creditors unless the value of the collateral is
such that the unsecured deficiency places the creditor among the holders of the
20 largest unsecured claims.
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
(1) (2) (3) (4) (5)
<S> <C> <C> <C> <C>
Name of creditor Name, telephone number and Nature of claim Indicate if Amount of claim
and complete complete mailing address, (trade debt, bank claim is [if secured also
mailing address including zip code, of loan, government contingent, unliquidated, state value of security]
including zip code employee, agent, or department contract, etc.) disputed or
creditor familiar with claim subject to setoff
who may be contacted
GB Holdings, Inc. has no noninsider unsecured creditors.
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
DECLARATION UNDER PENALTY OF PERJURY ON BEHALF OF CORPORATION OR PARTNERSHIP
I, [the president or other officer or an authorized agent of the
corporation] named as debtor in this case, declare under penalty of perjury that
I have read the foregoing LIST OF CREDITORS HOLDING 20 LARGEST UNSECURED CLAIMS
and that it is true and correct to the best of my information and belief.
Date January 5, 1998
-------------------------
Signature /s/ TIMOTHY A. EBLING
---------------------------
TIMOTHY A. EBLING
Executive Vice President &
Chief Financial Officer
<PAGE>
FORM B6 - Cont.
(6/90)
UNITED STATES BANKRUPTCY COURT
DISTRICT OF NEW JERSEY
GB Holdings, Inc. 98-
In re ____________________________ Case No. __________________________
Debtor (If known)
SUMMARY OF SCHEDULES
Indicate as to each schedule whether that schedule is attached and state the
number of pages in each. Report the totals from Schedules A, B, D, E, F, I, and
J in the boxes provided. Add the amounts from Schedules A and B to determine the
total amount of the debtor's assets. Add the amounts from Schedules D, E, and F
to determine the total amount of the debtor's liabilities.
<TABLE>
<CAPTION>
AMOUNTS SCHEDULED
- ---------------------------------------------------------------------------------------------------------
ATTACHED
NAME OF SCHEDULE (YES/NO) NO. OF SHEETS ASSETS LIABILITIES OTHER
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
A - Real Property YES 1 $ 0
- ---------------------------------------------------------------------------------------------------------
B - Personal Property YES 3 $ 1,879
- ---------------------------------------------------------------------------------------------------------
C - Property Claimed YES 1
As Exempt
- ---------------------------------------------------------------------------------------------------------
D - Creditors Holding YES 1 $ 191,652,373
Secured Claims
- ---------------------------------------------------------------------------------------------------------
E - Creditors Holding Unsecured YES 1 $ 0
Priority Claims
- ---------------------------------------------------------------------------------------------------------
F - Creditors Holding Unsecured YES 1 $ 1,280
Nonpriority Claims
- ---------------------------------------------------------------------------------------------------------
G - Executory Contracts and YES 1
Unexpired Leases
- ---------------------------------------------------------------------------------------------------------
H - Codebtors YES 1
- ---------------------------------------------------------------------------------------------------------
I - Current Income of NO 0 $ 0
Individual Debtor(s)
- ---------------------------------------------------------------------------------------------------------
J - Current Expenditures of NO 0 $ 0
Individual Debtor(s)
- ---------------------------------------------------------------------------------------------------------
Total Number of Sheets 10
in ALL Schedules
------------------------------------------------------------
Total Assets 1,879
---------------------------------------------
Total Liabilities 191,653,653
------------
</TABLE>
<PAGE>
FORM B6A
(10/89)
GB Holdings, Inc. 98-
In re ____________________________ Case No. __________________________
Debtor (if known)
SCHEDULE A - REAL PROPERTY
Except as directed below, list all real property in which the debtor has
any legal, equitable, or future interest, including all property owned as co-
tenant, community property, or in which the debtor has a life estate. Include
any property in which the debtor holds rights and powers exercisable for the
debtor's own benefit. If the debtor is married, state whether husband, wife, or
both own the property by placing an "H", "W", "J", or "C" in the column labeled
"Husband, Wife, Joint, or Community)." If the debtor holds no interest in real
property, write "None" under "Description and Location of Property."
Do not include interests in executory contracts and unexpired leases on
this schedule. List them in Schedule G - Executory Contracts and Unexpired
Leases.
If an entity claims to have a lien or hold a secured interest in any
property, state the amount of the secured claim. See Schedule D. If no entity
claims to hold a secured interest in the property, write "None" in the column
labeled "Amount of Secured Claim."
If the debtor is an individual or if a joint petition is filed, state the
amount of any exemption claimed in the property only in Schedule C - Property
Claimed as Exempt.
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
CURRENT
MARKET VALUE
OF DEBTOR'S
DESCRIPTION AND INTEREST IN AMOUNT OF
LOCATION OF NATURE OF DEBTOR'S HUSBAND, WIFE, JOINT PROPERTY WITHOUT SECURED
PROPERTY INTEREST IN PROPERTY OR COMMUNITY DEDUCTING ANY CLAIM
SECURED CLAIM
OR EXEMPTION
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
NONE
- -------------------------------------------------------------------------------------------------------
Total 0
---------------
(REPORT ALSO ON SUMMARY OF SCHEDULES)
</TABLE>
<PAGE>
FORM B6B
(10/89)
GB Holdings, Inc 98-
In re _______________________________ Case No. _____________________
Debtor (if known)
SCHEDULE B - PERSONAL PROPERTY
Except as directed below, list all personal property of the debtor of
whatever kind. If the debtor has no property in one or more of the categories,
place an "X" in the appropriate position in the column labeled "None." If
additional space is needed in any category, attach a separate sheet properly
identified with the case name, case number, and the number of the category. If
the debtor is married, state whether husband, wife, of both own the property by
placing an "H," "W," "J," or "C" in the column labeled "Husband, Wife, Joint or
Community." If the debtor is an individual or a joint petition is filed, state
the amount of any exemptions claimed only in Schedule C - Property Claimed as
Exempt.
Do not include interests in executory contracts and unexpired leases on
this schedule. List them in Schedule G - Executory Contracts and Unexpired
Leases.
If the property is being held for the debtor by someone else, state that
person's name and address under "Description and Location of Property."
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
CURRENT
MARKET VALUE OF
TYPE OF PROPERTY NONE DESCRIPTION AND LOCATION HUSBAND, WIFE, JOINT DEBTOR'S INTEREST
OF PROPERTY OR COMMUNITY IN PROPERTY WITH-
OUT DEDUCTING ANY
SECURED CLAIM
OR EXEMPTION
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1. Cash on hand. X
2. Checking, savings or other financial Checking Account #005695-2 1,000
accounts, certificates of deposit, or
shares in banks, savings and loan, Texas Community Bank
thrift, building and loan, and homestead Preston Center
associations, or credit unions, 8235 Douglas Ave. Ste. 100
brokerage houses, or cooperatives. Dallas, TX 75225
3. Security deposits with public X
utilities, telephone companies,
landlords, and others.
4. Household goods and furnishings, X
including audio, video, and computer
equipment.
5. Books, Pictures and other art X
objects, antiques, stamp, coin, record,
tape, compact disc, and other
collections or collectibles.
6. Wearing apparel. X
7. Furs and jewelry. X
8. Firearms and sports, photographic, X
and other hobby equipment.
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
FORM B6B
(10/89)
GB Holdings, Inc. 98-
In re_____________________________ Case No.__________________________
Debtor (if known)
SCHEDULE B - PERSONAL PROPERTY
(Continuation Sheet)
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
CURRENT
MARKET VALUE OF
DEBTOR'S INTEREST
IN PROPERTY WITH-
OUT DEDUCTING ANY
DESCRIPTION AND LOCATION HUSBAND, WIFE, JOINT SECURED CLAIM
TYPE OF PROPERTY NONE OF PROPERTY OR COMMUNITY OR EXEMPTION
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
9. Interests in Insurance policies. X
Name Insurance company of each
policy and itemize surrender or refund
value of each.
10. Annuities. Itemize and name each X
issuer.
11. Interests In IRA, ERISA, Keogh, or X
other pension or profit sharing plans.
Itemize.
(Net book value)
12. Stock and Interests in incorporated Investment in GB Property Funding 879
and unincorporated businesses. Corp. and Greate Bay Hotel and
Itemize. Casino, Inc.
c/o Sands Hotel and Casino
Indiana Ave. & Brighton Park
9th Floor
Atlantic City, NJ 08401
13. Interests in partnerships or joint X
ventures. Itemize.
14. Government and corporate bonds X
and other negotiable and
non-negotiable instruments.
15. Accounts receivable. X
16. Alimony, maintenance, support, X
and property settlement to which the
debtor is or may be entitled. Give
particulars.
17. Other liquidated debts owing debtor X
including tax refunds. Give particulars.
18. Equitable or future interests, life X
estates, and rights or powers
exercisable for the benefit of the debtor
other than those listed in Schedule of
Real Property.
19. Contingent and noncontingent X
interests in estate or a decadent, death
benefit plan, life insurance policy, or
trust.
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
FORM B6B
(10/89)
GB Holdings, Inc. 98-
In re ________________________________________ Case No. _____________________
Debtor (if known)
SCHEDULE B - PERSONAL PROPERTY
(Continuation Sheet)
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
CURRENT
MARKET VALUE OF
TYPE OF PROPERTY NONE DESCRIPTION AND LOCATION HUSBAND, WIFE, JOINT DEBTOR'S INTEREST
OF PROPERTY OR COMMUNITY IN PROPERTY WITH-
OUT DEDUCTING ANY
SECURED CLAIM
OR EXEMPTION
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
20. Other contingent and unliquidated X
claims of every nature, including tax
refunds, counterclaims of the debtor,
and rights of setoff claims. Give
estimated value of each.
21. Patents, copyrights, and other X
intellectual property. Give particulars.
22. Licenses, franchises, and other X
general intangibles. Give particulars.
23. Automobiles, trucks, trailers, and X
other vehicles and accessories.
24. Boats, motors, and accessories. X
25. Aircraft and accessories. X
26. Office equipment, furnishings, and X
supplies.
27. Machinery, fixtures, equipment, and X
supplies used in business.
28. Inventory. X
29. Animals. X
30. Crops - growing or harvested. Give X
particulars.
31. Farming equipment and implements. X
32. Farm supplies, chemicals, and feed. X
33. Other personal property of any kind X
not already listed.
- ------------------------------------------------------------------------------------------------------------------------------------
0 continuation sheets attached Total $ 1,879
--- ---------------------------------
</TABLE>
(Include amounts from any continuation
sheets attached. Report total also on
Summary of Schedules)
<PAGE>
FORM B6C
(6/90)
GB Holdings, Inc. 98-
In re ______________________________ Case No. ____________________
Debtor (if known)
SCHEDULE C - PROPERTY CLAIMED AS EXEMPT
Debtor elects the exemption to which debtor is entitled under
(Check one box)
[X] 11 U.S.C. (S)522(b)(1) Exemptions provided in 11 U.S.C. (S)522(d).
Note: These exemptions are available only in
certain states.
[_] 11 U.S.C. (S)522(b)(2) Exemptions available under applicable nonbankruptcy
federal laws, state or local law where the debtor's
domicile has been located for the 180 days
immediately preceding the filing of the petition,
or for a longer portion of the 180-day period than
in any other place, and the debtor's interest as a
tenant by the entirety or joint tenant to the
extent the interest is exempt from process under
applicable nonbankruptcy law.
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
CURRENT MARKET
SPECIFY LAW VALUE OF VALUE OF PROPERTY
DESCRIPTION OF PROPERTY PROVIDING EACH CLAIMED WITHOUT DEDUCTING
EXEMPTION EXEMPTION EXEMPTIONS
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
No exemptions claimed.
- ----------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
FORM B6D
(6/90) GB Holdings, Inc 98-
In re_____________________________ Case No._____________________________
Debtor (if known)
SCHEDULE D - CREDITORS HOLDING SECURED CLAIMS
State the name, mailing address, including zip code, and account number, if
any, of all entities holding claims secured by property of the debtor as of the
date of filing of the petition. List creditors holding all types of secured
interests such as judgment liens, garnishments, statutory liens, mortgages,
deeds of trust, and other security interests. List creditors in alphabetical
order to the extent practicable. If all secured creditors will not fit on this
page, use the continuation sheet provided.
If any entity other than a spouse in a joint case may be jointly liable on
a claim, place an "X" in the column labeled "Codebtor," include the entity on
the appropriate schedule of creditors, and complete Schedule H - Codebtors. If a
joint petition is filed, state whether husband, wife, both of them, or the
marital community may be liable on each claim by placing an "H," "W," "J," or
"C" in the column labeled "Husband, Wife, Joint, or Community."
If the claim is contingent, place an "X" in the column labeled
"Contingent." If the claim is unliquidated, place an "X" in the column labeled
"Unliquidated." If the claim is disputed, place an "X" in the column labeled
"Disputed." (You may need to place an "X" in more than one of these three
columns.)
Report the total of all claims listed on this schedule in the box labeled
"Total" on the last sheet of the completed schedule. Report this total also on
the Summary of Schedules.
[_] Check this box if debtor has no creditors holding secured claims to report
on this Schedule D.
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
CREDITOR'S NAME AND CODEBTOR HUSBAND, WIFE, JOINT DATE CLAIM WAS INCURRED, CONTINGENT UNLIQUIDATED DISPUTED
MAILING ADDRESS OR COMMUNITY NATURE OF LIEN, AND
INCLUDING ZIP CODE DESCRIPTION AND MARKET
VALUE OF PROPERTY
SUBJECT TO LIEN
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
ACCOUNT NO. Incurred: February 17, 1994
- ----------------------------- Lien: Pledge of Stock in
State Street Bank & Trust Co. subsidiaries
Corporate Trust Department X X
777 Main Street ---------------------------
Hartford, CT 06115 Value $
Undetermined
- ------------------------------------------------------------------------------------------------------------------------------------
ACCOUNT NO.
- -----------------------------
---------------------------
Value $
- ------------------------------------------------------------------------------------------------------------------------------------
ACCOUNT NO.
- -----------------------------
---------------------------
Value $
- ------------------------------------------------------------------------------------------------------------------------------------
ACCOUNT NO.
- -----------------------------
---------------------------
Value $
- ------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
- -----------------------------------------------------------------------------------------
AMOUNT
CREDITOR'S NAME AND OF UNSECURED
MAILING ADDRESS CLAIM PORTION,
INCLUDING ZIP CODE WITHOUT IF ANY
DEDUCTING
VALUE OF
COLLATERAL
- -----------------------------------------------------------------------------------------
<S> <C> <C>
ACCOUNT NO.
- -----------------------------
State Street Bank & Trust Co. 0
Corporate Trust Department 191,652,373
777 Main Street
Hartford, CT 06115
- -----------------------------------------------------------------------------------------
ACCOUNT NO.
- -----------------------------
- -----------------------------------------------------------------------------------------
ACCOUNT NO.
- -----------------------------
- -----------------------------------------------------------------------------------------
ACCOUNT NO.
- -----------------------------
- -----------------------------------------------------------------------------------------
0 SUBTOTAL $ 191,652,373
- --- CONTINUATION SHEETS ATTACHED (TOTAL OF THIS PAGE)
--------------
TOTAL $ 191,652,373
(USE ONLY ON LAST PAGE)
--------------
(REPORT TOTAL ALSO ON SUMMARY OF SCHEDULES)
</TABLE>
<PAGE>
B6E
(Rev. 12/94)
GB Holdings, Inc.
98-
In re _______________________________ Case No. __________________________
Debtor (if known)
SCHEDULE E - CREDITORS HOLDING UNSECURED PRIORITY CLAIMS
A complete list of claims entitled to priority, listed separately by
type of priority, is to be set forth on the sheets provided. Only holders of
unsecured claims entitled to priority should be listed in this schedule. In the
boxes provided on the attached sheets, state the name and mailing address,
including zip code, and account number, if any, of all entities holding priority
claims against the debtor or the property of the debtor, as of the date of the
filing of this petition.
If any entity other than a spouse in a joint case may be jointly liable
on a claim, place an "X" in the column labeled "Codebtor," include the entity on
the appropriate schedule of creditors, and complete Schedule H - Codebtors. If a
joint petition is filed, state whether husband, wife, both of them, or the
marital community may be liable on each claim by placing an "H," "W," "J," or
"C" in the column labeled "Husband, Wife, Joint, or Community."
If the claim is contingent, place an "X" in the column labeled
"Contingent." If the claim is unliquidated, place an "X" in the column labeled
"Unliquidated." If the claim is disputed, place an "X" in the column labeled
"Disputed." (You may need to place an "X" in more than one of these three
columns.)
Report the total of all claims listed on each sheet in the box labeled
"Subtotal" on each sheet. Report the total of all claims listed on this Schedule
E in the box labeled "Total" on the last sheet of the completed schedule. Repeat
this total also on the Summary of Schedules.
[X] Check this box if debtor has no creditors holding unsecured priority claims
to report on this Schedule E.
TYPES OF PRIORITY CLAIMS (Check the appropriate box(es) below if claims in that
category are listed on the attached sheets)
[_] EXTENSIONS OF CREDIT IN AN INVOLUNTARY CASE
Claims arising in the ordinary course of the debtor's business or financial
affairs after the commencement of the case but before the earlier of the
appointment of a trustee or the order for relief. 11 U.S.C. (S) 507(a)(2).
[_] WAGES, SALARIES, AND COMMISSIONS
Wages, salaries, and commissions including vacation, severance, and sick
leave pay owing to employees up to a maximum of $4000* per employee, earned
within 90 days immediately preceding the filing of the original petition, or the
cessation of business, whichever occurred first, to the extent provided in 11
U.S.C. (S) 507(a)(3).
[_] CONTRIBUTIONS TO EMPLOYEE BENEFIT PLANS
Money owed to employee benefit plans for services rendered within 180 days
immediately preceding the filing of the original petition, or the cessation of
business, whichever occurred first, to the extent provided in 11 U.S.C. (S)
507(a)(4).
[_] CERTAIN FARMERS AND FISHERMEN
Claims of certain farmers and fisherman, up to a maximum of $4000* per
farmer or fisherman, against the debtor, as provided in 11 U.S.C. (S) 507(a)(5).
[_] DEPOSITS BY INDIVIDUALS
Claims of individuals up to a maximum of $1800* for deposits for the
purchase, lease, or rental of property or services for personal, family or
household use, that were not delivered or provided. 11 U.S.C. (S) 507(a)(6).
[_] ALIMONY, MAINTENANCE, OR SUPPORT
Claims of spouse, former spouse, or child of the debtor for alimony,
maintenance, or support, to the extent provided in 11 U.S.C. (S) 507(a)(7).
[_] TAXES AND CERTAIN OTHER DEBTS OWED TO GOVERNMENTAL UNITS
Taxes, customs duties, and penalties owing to federal, state, and local
governmental units as set forth in 11 U.S.C. (S) 507(a)(8).
[_] COMMITMENTS TO MAINTAIN THE CAPITAL OF AN INSURED DEPOSITORY INSTITUTION
Claims based on commitments to the FDIC, RTC, Director of the Office of
Thrift Supervision, Comptroller of the Currency, or Board of Governors of the
Federal Reserve System, or their predecessors or successors, to maintain the
capital of an insured depository institution. 11 U.S.C. (S) 507(a)(9).
/*/Amounts are subject to adjustment on April 1, 1998, and every three years
thereafter with respect to cases commenced on or after the date of adjustment.
0 continuation sheets attached
-----
<PAGE>
FORM B6F (OFFICIAL FORM 6F) (9/97)
GB Holdings, Inc. 98-
In re ______________________________ Case No. ___________________________
Debtor (if known)
SCHEDULE F - CREDITORS HOLDING UNSECURED NONPRIORITY CLAIMS
State the name, mailing address, including zip code, and account number,
if any, of all entities holding unsecured claims without priority against the
debtor or the property of the debtor, as of the date of filing of the petition.
Do not include claims listed in Schedules D and E. If all creditors will not fit
on this page, use the continuation sheet provided.
If any entity other than a spouse in a joint case may be jointly liable
on a claim, place an "X" in the column labeled "Codebtor," include the entity on
the appropriate schedule of creditors, and complete Schedule H - Codebtors. If a
joint petition is filed, state whether husband, wife, both of them or the
marital community may be liable on each claim by placing an "H," "W," "J," or
"C" in the column labeled "Husband, Wife, Joint, or Community."
If the claim is contingent, place an "X" in the column labeled
"Contingent." If the claim is unliquidated, place an "X" in the column labeled
"Unliquidated." If the claim is disputed, place an "X" in the column labeled
"Disputed." (You may need to place an "X" in more than one of these.
Report total of all claims listed on this schedule in the box labeled
"Total" on the last sheet of the completed schedule. Report this total also on
the Summary of Schedules.
[_] Check this box if debtor has no creditors holding unsecured nonpriority
claims to report on this Schedule F.
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
CREDITOR'S NAME AND CODEBTOR HUSBAND, WIFE, JOINT DATE CLAIM WAS INCURRED,
MAILING ADDRESS OR COMMUNITY AND CONSIDERATION FOR CLAIM. CONTINGENT UNLIQUIDATED DISPUTED AMOUNT
INCLUDING ZIP CODE IF CLAIM IS SUBJECT TO OF CLAIM
SETOFF, SO STATE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
ACCOUNT NO. Incurred: 2/94; 10/94; 12/96
- -------------------------
Pratt Casino Corporation Nature of claim: Intercompany
c/o Sands Hotel & Casino payable
Indiana Avenue
& Brighton Park 1,280
9th Floor
Atlantic City, NJ 08401
- ------------------------------------------------------------------------------------------------------------------------------------
ACCOUNT NO.
- -------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
ACCOUNT NO.
- -------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
ACCOUNT NO.
- -------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
0
_____ continuation sheets attached Subtotal $ 1,280
-----------------------------
Total $ 1,280
-----------------------------
(Report total also on Summary of
Schedules)
</TABLE>
<PAGE>
FORM B6G
(10/89)
GB Holdings, Inc. 98-
In re __________________________________ Case No._________________________
Debtor (if known)
SCHEDULE G - EXECUTORY CONTRACTS AND UNEXPIRED LEASES
Describe all executory contracts of any nature and all unexpired leases
of real or personal property. Include any timeshare interests.
State nature of debtor's interest in contract, i.e., "Purchaser," "Agent,"
etc. State whether debtor is the lessor or lessee of a lease.
Provide the names and complete mailing addresses of all other parties to
each lease or contract described.
NOTE: A party listed on this schedule will not receive notice of the filing
of this case unless the party is also scheduled in the appropriate schedule of
creditors.
[X] Check this box if debtor has no executory contracts or unexpired leases.
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
DESCRIPTION OF CONTRACT OR LEASE AND NATURE OF
NAME AND MAILING ADDRESS, INCLUDING ZIP CODE DEBTOR'S INTEREST, STATE WHETHER LEASE IS FOR
OF OTHER PARTIES TO LEASE OR CONTRACT NONRESIDENTIAL REAL PROPERTY. STATE CONTRACT
NUMBER OF ANY GOVERNMENT CONTRACT
- ----------------------------------------------------------------------------------------------------------------------
<S> <C>
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
FORM B6H
(6/90)
GB Holdings, Inc. 98-
In re ______________________ Case No. ________________________
Debtor (if known)
SCHEDULE H - CODEBTORS
Provide the information requested concerning any person or entity, other
than a spouse in a joint case, that is also liable on any debts listed by debtor
in the schedules of creditors. Include all guarantors and co-signers. In
community property states, a married debtor not filing a joint case should
report the name and address of the nondebtor spouse on this schedule. Include
all names used by the nondebtor spouse during the six years immediately
preceding the commencement of this case.
[_] Check this box if debtor has no codebtors.
- --------------------------------------------------------------------------------
NAME AND ADDRESS OF CODEBTOR NAME AND ADDRESS OF CREDITOR
- --------------------------------------------------------------------------------
GB Property Funding Corp. State Street Bank & Trust Co.
c/o Sands Hotel and Casino Corporate Trust Department
Indiana Ave. & Casino 777 Main Street
Indiana Ave. & Brighton Park Hartford, CT 06115
9th Floor Attn: Steven Cimalore
Atlantic City, NJ 08401
Greate Bay Hotel and Casino, Inc. State Street Bank & Trust Co.
Indiana Ave. & Brighton Park Corporate Trust Department
9th Floor 777 Main Street
Atlantic City, NJ 08401 Hartford, CT 06115
Attn: Steven Cimalore
- --------------------------------------------------------------------------------
<PAGE>
Form B6-Cont.
(12/94)
GB Holdings, Inc. 98-
In re _____________________________, Case No. ___________________________
Debtor (If known)
DECLARATION CONCERNING DEBTOR'S SCHEDULES
DECLARATION UNDER PENALTY OF PERJURY ON BEHALF OF CORPORATION OR PARTNERSHIP
I, the Executive Vice President & Chief Financial Officer [the president or
--------------------------------------------------
other officer or an authorized agent of the corporation or a member or an
authorized agent of the partnership] of the GB Holdings, Inc. [corporation or
-----------------
partnership] named as debtor in this case, declare under penalty of perjury that
I have read the following summary and schedules, consisting of
11 sheets, and that they are true and correct
- -----------------------------------
(Total shown on summary page plus 1)
to the best of my knowledge, information, and belief.
Date January 5, 1998
---------------------
Signature /s/ Timothy A. Ebling
-------------------------
TIMOTHY A. EBLING
-------------------------
[Print or type name of individual
signing on behalf of debtor]
[An individual signing on behalf of a partnership or corporation must indicate
position or relationship to debtor.]
- --------------------------------------------------------------------------------
CERTIFICATION AND SIGNATURE OF NON-ATTORNEY BANKRUPTCY PETITION PREPARER (See
11 U.S.C. (S)110)
I certify that I am a bankruptcy petition preparer as defined in 11
U.S.C. (S)110, that I prepared this document for compensation, and that I have
provided the debtor with a copy of this document.
_____________________________________________________ ___________________
Printed or Typed Name of Bankruptcy Petition Preparer Social Security No.
________________________________
________________________________
Address
Names and Social Security numbers of all other individuals who prepared or
assisted in preparing this document:
If more than one person prepared this document, attach additional signed sheets
conforming to the appropriate Official Form for each person.
X
- ----------------------------------------------------- __________________
Signature of Bankruptcy Petition Preparer Date
A bankruptcy petition preparer's failure to comply with the provisions of title
11 and the Federal Rules of Bankruptcy Procedure may result in fines or
imprisonment or both. 11 U.S.C. (S)110: 18 U.S.C. (S)156. (S)110: 18 U.S.C.
(S)156.
- --------------------------------------------------------------------------------
<PAGE>
FORM 7
Rev. 12/94 FORM 7. STATEMENT OF FINANCIAL AFFAIRS
UNITED STATES BANKRUPTCY COURT
DISTRICT OF NEW JERSEY
GB Holdings, Inc. 98-
In Re ____________________________ Case No. __________________________
(Name) (If known)
Debtor
STATEMENT OF FINANCIAL AFFAIRS
This statement is to be completed by every debtor. Spouses filing a joint
petition may file a single statement on which the information for both spouses
is combined. If the case is filed under chapter 12 or chapter 13, a married
debtor must furnish information for both spouses whether or not a joint petition
is filed, unless the spouses are separated and a joint petition is not filed. An
individual debtor engaged in business as a sole proprietor, partner, family
farmer, or self-employed professional, should provide the information requested
on this statement concerning all such activities as well as the individual's
personal affairs.
Questions 1 - 15 are to be completed by all debtors. Debtors that are or
have been in business, as defined below, also must complete Questions 16-21. If
the answer to any question is "None," or the question is not applicable, mark
the box labeled "None." If additional space is needed for the answer to any
question, use and attach a separate sheet properly identified with the case
name, case number (if known), and the number of the question.
___________________________________________________________
DEFINITIONS
"In Business." A debtor is "in business" for the purpose of this form if
the debtor is a corporation or partnership. An individual debtor is "in
business" for the purpose of this form if the debtor is or has been, within the
two years immediately preceding the filing of this bankruptcy case, any of the
following: an officer, director, managing executive, or person in control of a
corporation; a partner, other than a limited partner, of a partnership; a sole
proprietor or self-employed.
"Insider." The term "insider" includes but is not limited to: relatives of
the debtor; general partners of the debtor and their relatives, corporations of
which the debtor is an officer, director, or person in control; officers,
directors, and any person in control of a corporate debtor and their relatives;
affiliates of the debtor and insiders of such affiliates; any managing agent of
the debtor. 11 U.S.C. (S)101.
___________________________________________________________
1. INCOME FROM EMPLOYMENT OR OPERATION OF BUSINESS
None State the gross amount of income the debtor has received from
[X] employment, trade, or profession, or from operation of the debtor's
business from the beginning of this calendar year to the date this
case was commenced. State also the gross amounts received during the
two years immediately preceding this calendar year. (A debtor that
maintains, or has maintained, financial records on the basis of a
fiscal rather than a calendar year may report fiscal year income.
Identify the beginning and ending dates of the debtor's fiscal year.)
If a joint petition is filed, state income for each spouse separately.
(Married debtors filing under chapter 12 or chapter 13 must state
income of both spouses whether or not a joint petition is filed,
unless the spouses are separated and a joint petition is not filed.)
AMOUNT SOURCE (if more than one)
<PAGE>
________________________________________________________________
2. INCOME OTHER THAN FROM EMPLOYMENT OF OPERATION OF BUSINESS
None State the amount of income received by the debtor other than from
[X] employment, trade, profession, or operation of the debtor's business
during the two years immediately preceding the commencement of this
case. Give particulars. If a joint petition is filed, state income for
each spouse separately. (Married debtors filing under chapter 12 or 13
must state income for each spouse whether or not a joint petition is
filed, unless the spouses are separated and a joint petition is not
filed.)
AMOUNT SOURCE
________________________________________________________________
3. PAYMENTS TO CREDITORS
None a. List all payments on loans, installment purchases of goods or
[X] services, and other debts, aggregating more than $600 to any creditor,
made within 90 days immediately preceding the commencement of this
case. (Married debtors filing under chapter 12 or chapter 13 must
include payments by either or both spouses whether or not a joint
petition is filed, unless the spouses are separated and a joint
petition is not filed.)
NAME AND ADDRESS OF CREDITOR DATES OF AMOUNT AMOUNT STILL
PAYMENTS PAID OWING
________________________________________________________________
None b. List all payments made within one year immediately preceding the
[X] commencement of this case to or for the benefit of creditors, who are
or were insiders. (Married debtors filing under chapter 12 or chapter
13 must include payments by either or both spouses whether or not a
joint petition is filed, unless the spouses are separated and a joint
petition is not filed.)
NAME AND ADDRESS OF CREDITOR DATES OF AMOUNT AMOUNT STILL
AND RELATIONSHIP TO DEBTOR PAYMENTS PAID OWING
________________________________________________________________
4a. SUITS AND ADMINISTRATIVE PROCEEDINGS, EXECUTIONS, GARNISHMENTS
AND ATTACHMENTS
None a. List all suits and administrative proceedings to which the debtor
[X] is or was a party within one year immediately preceding the filing of
this bankruptcy case. (Married debtors filing under chapter 12 or
chapter 13 must include information concerning either or both spouses
whether or not a joint petition is filed, unless the spouses are
separated and a joint petition is not filed.)
CAPTION OF SUIT AND NATURE OF PROCEEDING COURT OR AGENCY STATUS OR
CASE NUMBER AND LOCATION DISPOSITION
<PAGE>
______________________________________________________________________
None b. Describe all property that has been attached, garnished or seized
[X] under any legal or equitable process within one year immediately preceding
the filing of this bankruptcy case. (Married debtors filing under chapter
12 or chapter 13 must include information concerning either or both
spouses whether or not a joint petition is filed, unless the spouses are
separated and a joint petition is not filed.)
NAME AND ADDRESS OF PERSON DATE OF DESCRIPTION
FOR WHOSE BENEFIT PROPERTY SEIZURE AND VALUE
WAS SEIZED OF PROPERTY
______________________________________________________________________
5. REPOSSESSIONS, FORECLOSURES AND RETURNS
None List all property that has been repossessed by a creditor, sold at a
[X] foreclosure sale, transferred through a deed in lieu of foreclosure or
returned to the seller, within one year immediately preceding the
commencement of this case. (Married debtors filing under chapter 12 or
chapter 13 must include information concerning property of either or both
spouses whether or not a joint petition is filed, unless the spouses are
separated and a joint petition is not filed.)
NAME AND ADDRESS OF DATE OF REPOSESSION, DESCRIPTION AND
CREDITOR OR SELLER FORECLOSURE SALE, TRANSFER VALUE OF PROPERTY
OR RETURN
______________________________________________________________________
6A. ASSIGNMENTS AND RECEIVERSHIPS
None a. Describe any assignment of property for the benefit of creditors made
[X] within 120 days immediately preceding the commencement of this case.
(Married debtors filing under chapter 12 or chapter 13 must include any
assignment by either or both spouses whether or not a joint petition is
filed, unless the spouses are separated and a joint petition is not
filed.)
NAME AND ADDRESS DATE OF TERMS OF
OF ASSIGNEE ASSIGNMENT ASSIGNMENT
OR SETTLEMENT
______________________________________________________________________
None b. List all property which has been in the hands of a custodian,
[X] receiver, or court-appointed official within one year immediately
preceding the filing of this bankruptcy case. (Married debtors filing
under chapter 12 or chapter 13 must include information concerning
property of either or both spouses whether or not a joint petition is
filed, unless the spouses are separated and a joint petition is not
filed.)
NAME AND ADDRESS NAME AND DATE OF DESCRIPTION AND
OF CUSTODIAN LOCATION OF ORDER VALUE OF PROPERTY
COURT CASE TITLE
& CASE NUMBER
<PAGE>
_____________________________________________________________________
7. GIFTS
None List all gifts or charitable contributions made within one year
[X] immediately preceding the commencement of this case, except ordinary and
usual gifts to family members aggregating less than $200 in value per
individual family member and charitable contributions aggregating less than
$100 per recipient. (Married debtors filing under chapter 12 or chapter 13
must include gifts or contributions by either or both spouses whether or
not a joint petition is filed, unless the spouses are separated and a joint
petition is not filed.)
NAME AND RELATIONSHIP DATE OF DESCRIPTION AND
ADDRESS OF TO DEBTOR, GIFT VALUE OF GIFT
PERSON OR ORGANIZATION IF ANY
_____________________________________________________________________
8. LOSSES
None List all losses from fire, theft, other casualty or gambling within
[X] one year immediately preceding the commencement of this case or since the
commencement of this case. (Married debtors filing under chapter 12 or
chapter 13 must include losses by either or both spouses whether or not a
joint petition is filed, unless the spouses are separated and a joint
petition is not filed.)
DESCRIPTION AND DESCRIPTION OF CIRCUMSTANCES, AND, IF DATE OF
VALUE OF PROPERTY LOSS WAS COVERED IN WHOLE OR IN PART LOSS
BY INSURANCE, GIVE PARTICULARS
_____________________________________________________________________
9. PAYMENTS RELATED TO DEBT COUNSELING OR BANKRUPTCY
None List all payments made or property transferred by or on behalf of the
[_] debtor to any persons, including attorneys, for consultation concerning
debt consolidation, relief under the bankruptcy law or preparation of a
petition in bankruptcy within one year immediately preceding the
commencement of this case or since the commencement of this case.
NAME AND ADDRESS OF PAYEE DATE OF PAYMENT, AMOUNT OF MONEY OR
NAME OF PAYOR IF DESCRIPTION AND VALUE
OTHER THAN DEBTOR OF PROPERTY
Debtor's legal, consulting and
financial advisory fees
(including a retainer in
connection with the filing of the
Debtor's petition) have been
paid by the Debtor's affiliate,
Greate Bay Hotel and Casino,
Inc., which is also simultaneously
filing a Chapter 11 petition.
<PAGE>
___________________________________________________________________________
10. OTHER TRANSFERS
None a. List all other property, other than property transferred in the
[X] ordinary course of the business or financial affairs of the debtor,
transferred either absolutely or as security within one year immediately
preceding the commencement of this case. (Married debtors filing under
chapter 12 or chapter 13 must include transfers by either or both spouses
whether or not a joint petition is filed, unless the spouses are separated
and a joint petition is not filed.)
NAME AND ADDRESS OF TRANSFEREE, DATE DESCRIBE PROPERTY
RELATIONSHIP TO DEBTOR TRANSFERRED AND
VALUE RECEIVED
___________________________________________________________________________
11. CLOSED FINANCIAL ACCOUNTS
None List all financial accounts and instruments held in the name of the
[X] debtor or for the benefit of the debtor which were closed, sold, or
otherwise transferred within one year immediately preceding the
commencement of this case. Include checking, savings, or other financial
accounts, certificates of deposit, or other instruments; shares and share
accounts held in banks, credit unions, pension funds, cooperatives,
associations, brokerage houses and other financial institutions. (Married
debtors filing under 12 or chapter 13 must include information concerning
accounts or instruments held by either or both spouses whether or not a
joint petition is filed, unless the spouses are separated and a joint
petition is not filed).
NAME AND ADDRESS TYPE AND NUMBER OF AMOUNT AND
OF INSTITUTION ACCOUNT AND AMOUNT OF DATE OF
FINAL BALANCE SALE OR CLOSING
___________________________________________________________________________
12. SAFE DEPOSIT BOXES
None List each safe deposit or other box or depository in which the debtor
[X] has or had securities, cash, or other valuables within one year immediately
preceding the commencement of this case. (Married debtors filing under
chapter 12 or chapter 13 must include boxes or depositories of either or
both spouses whether or not a joint petition is filed, unless the spouses
are separated and a joint petition is not filed.)
NAME AND ADDRESS NAMES AND ADDRESSES DESCRIPTION OF DATE OR TRANSFER
OF BANK OR OTHER OF THOSE WITH ACCESS CONTENTS OR SURRENDER, IF ANY
DEPOSITORY TO BOX OR DEPOSITORY
___________________________________________________________________________
13. SETOFFS
None. List all setoffs made by any creditor, including a bank, against a
[X] debt or deposit of the debtor within 90 days preceding the commencement of
this case. (Married debtors filing under chapter 12 or chapter 13 must
include information concerning either or both spouses whether or not a
joint petition is filed, unless the spouses are separated and a joint
petition is not filed.)
NAME AND ADDRESS OF CREDITOR DATE OF AMOUNT
SETOFF OF SETOFF
<PAGE>
_____________________________________________________________________
14. PROPERTY HELD FOR ANOTHER PERSON
None List all property owned by another person that the debtor holds or
[X] controls.
NAME AND ADDRESS OF OWNER DESCRIPTION AND VALUE LOCATION OF PROPERTY
OF PROPERTY
<PAGE>
__________________________________________________________________________
15. PRIOR ADDRESS OF DEBTOR
None
[_] If the debtor has moved within the two years immediately preceding the
commencement of this case, list all premises which the debtor occupied
during that period and vacated prior to the commencement of this case. If a
joint petition is filed, also any separate address of either spouse.
ADDRESS NAME USED DATES OF
OCCUPANCY
Two Galleria Tower N/A 9/93 to approximately 10/97
Suite 2200
13455 Noel Road
Dallas, TX 75240
<PAGE>
The following questions are to be completed by every debtor that is a
corporation or partnership and by any individual debtor who is or has been,
within the two years immediately preceding the commencement of this case, any of
the following: an office, director, managing executive, or owner of more than 5
percent of the voting securities of a corporation; a partner, other than a
limited partner, of a partnership, a sole proprietor or otherwise self-employed.
(An individual or joint debtor should complete this portion of the
statement only if the debtor is or has been in business, as defined above,
within the two years immediately preceding the commencement of this case.)
______________________________________________________________
16. NATURE, LOCATION AND NAME OF BUSINESS
None a. If the debtor is an individual, list the names and addresses of all
[_] businesses in which the debtor was an officer, director, partner, or
managing executive of a corporation, partnership, sole proprietorship,
or was a self-employed professional within the two years immediately
preceding the commencement of this case, or in which the debtor owned 5
percent or more of the voting or equity securities within the two years
immediately preceding the commencement of this case.
b. If the debtor is a partnership, list the names and addresses of all
businesses in which the debtor was a partner or owned 5 percent or more
of the voting securities, within the two years immediately preceding the
commencement of this case.
c. If the debtor is a corporation, list the names and addresses of all
businesses in which the debtor was a partner or owned 5 percent or more
of the voting securities within the two years immediately preceding the
commencement of this case.
<TABLE>
<CAPTION>
NAME ADDRESS NATURE OF BUSINESS BEGINNING AND ENDING
DATES OF OPERATION
<S> <C> <C> <C>
GB Property Funding c/o Sands Hotel and Casino Funding Sept. 1993 - Present
Corp. Indiana Ave. & Brighton Park
9th Floor
Atlantic City, NJ 08401
Greate Bay Hotel and c/o Sands Hotel and Casino Hotel and casino Oct. 1978 - Present
Casino, Inc. Indiana Ave. & Brighton Park operations
9th Floor
Atlantic City, NJ 08401
Advanced Casino Systems c/o Sands Hotel and Casino Inactive Jan. 1984 - Dec. 1993
International, Inc. 9th Floor
Atlantic City, NJ 08401
Computerized c/o Sands Hotel and Casino Inactive Jan. 1984 - Dec. 1993
Management Systems Indiana Ave. & Brighton Park
International, Inc. 9th Floor
Atlantic City, NJ 08401
Brighton Park c/o Sands Hotel and Casino Property maintenance May 1988 - Present
Maintenance Corp. Indiana Ave. & Brighton Park
9th Floor
Atlantic City, NJ 08401
Boulevard Improvement, c/o Sands Hotel and Casino Property maintenance Nov. 1994 - Present
LLC Indiana Ave. & Brighton Park
9th Floor
Atlantic City, NJ 08401
</TABLE>
<PAGE>
NAME ADDRESS NATURE OF BUSINESS BEGINNING AND ENDING
DATES OF OPERATION
Lieber LLC c/o Sands Hotel Vehicle for ownership Feb. 1996 - Present
and Casino of additional land next
Indiana Ave. to Sands Hotel
& Brighton Park
9th Floor
Atlantic City,
NJ 08401
___________________________________________________________________
17a. BOOKS, RECORD AND FINANCIAL STATEMENTS
None a. List all bookkeepers and accountants who within the six years
[_] immediately preceding the filing of this bankruptcy case kept or
supervised the keeping of books of account and records of the debtor.
NAME AND ADDRESS DATES SERVICES RENDERED
Mark Wolf, Assistant Controller 9/93 - Present
Two Galleria Tower, Suite 2200
13455 Noel Road, LB 48
Dallas, TX 75240
___________________________________________________________________
None b. List all firms or individuals who within the two years immediately
[_] preceding the filing of this bankruptcy case have audited the books of
account and records, or prepared a financial statement of the debtor.
NAME ADDRESS DATES SERVICE
Arthur Andersen, LLP 101 Eisenhower Parkway 9/93 - Present
Roseland, NJ 07068-1099
___________________________________________________________________
None c. List all firms or individuals who at the time of the commencement of
[_] this case were in possession of the books of account and records of the
debtor. If any of the books of account and records are not available,
explain.
NAME ADDRESS
Mark Wolf, Assistant Controller Two Galleria Tower, Ste. 2200
13455 Noel Road, LB 48
Dallas, TX 75240
<PAGE>
_________________________________________________________________________
None d. List all financial institutions, creditors and other parties,
[_] including mercantile and trade agencies, to whom a financial statement
was issued within the two years immediately preceding the commencement of
this case by the debtor.
NAME AND ADDRESS DATED ISSUED
Financial statements were included in Forms Quarterly & Annually
10-K and 10-Q filed with the Securities and
Exchange Commission, 450 Fifth Street,
N.W., Washington, D.C. 20549
State Street Bank & Trust Co. Quarterly & Annually
Corporate Trust Department
777 Main Street
Hartford, CT 06115
Attn: Steven Cimalore
_________________________________________________________________________
18a. INVENTORIES
None a. List the dates of the last two inventories taken of your property,
[X] the name of the person who supervised the taking of each inventory, and
the dollar amount and basis of each inventory.
DATE OF INVENTORY INVENTORY SUPERVISOR DOLLAR AMOUNT OF INVENTORY
(Specify cost, market or
other basis)
_________________________________________________________________________
None b. List the name and address of the person having possession of the
[X] records of each of the two inventories reported in a., above.
DATE OF INVENTORY NAME AND ADDRESSES OF CUSTODIAN OF
INVENTORY RECORDS
_________________________________________________________________________
19a. CURRENT PARTNERS
None a. If the debtor is a partnership, list the nature and percentage of
[X] partnership interest of each member of the partnership.
NAME AND ADDRESS NATURE OF INTEREST PERCENTAGE OF INTEREST
<PAGE>
____________________________________________________________
None b. If the debtor is a corporation, list all officers and directors of
the corporation, and each stockholder who directly or indirectly owns,
[ ] controls, or holds 5 percent or more of the voting securities of the
- corporation.
NAME AND ADDRESS TITLE NATURE AND PERCENTAGE
OF STOCK OWNERSHIP
See Insert A
------------------------------------------------------------
20A. FORMER PARTNERS
None a. If the debtor is a partnership, list each member who withdrew from
the partnership within one year immediately preceding the commencement
[X] of this case.
-
NAME ADDRESS DATE OF WITHDRAWAL
____________________________________________________________
None b. If the debtor is a corporation, list all officers, and directors
- whose relationship with the corporation terminated with one year
[X] immediately preceding the commencement of this case.
-
NAME ADDRESS DATE OF TERMINATION
See Insert A
------------------------------------------------------------
21. WITHDRAWALS FROM A PARTNERSHIP OR DISTRIBUTION BY A CORPORATION
None If the debtor is a partnership or a corporation, list all
- withdrawals or distributions credited or given to an insider,
[X] including compensation in any form, bonuses, loans, stock redemptions,
- options exercised and any other perquisite during one year immediately
preceding the commencement of this case.
NAME & ADDRESS OF DATE AND AMOUNT OF MONEY
RECIPIENT, RELATIONSHIP PURPOSE OF WITHDRAWAL OR DESCRIPTION AND
TO DEBTOR VALUE OF PROPERTY
* * * * * *
[If completed on behalf of a partnership or corporation]
I declare under penalty of perjury that I have read the answers contained in the
foregoing statement of financial affairs and any attachments thereto and that
they are true and correct to the best of my knowledge, information and belief.
Date January 5, 1998 Signature /s/ TIMOTHY A. EBLING
------------------------- ----------------------------------
TIMOTHY A. EBLING,
Executive Vice President & Chief
Financial Officer
----------------------------------
Print Name and Title
[An individual signing on behalf of a partnership or corporation must indicate
position or relationship to debtor.]
<PAGE>
INSERT A TO STATEMENT OF FINANCIAL AFFAIRS FOR GB HOLDINGS, INC.
----------------------------------------------------------------
Item 19(b) If the debtor is a corporation, list all officers and directors of
the corporation and each stockholder who directly or indirectly
owns, controls or holds 5 percent or more of the voting securities
of the corporation
<TABLE>
<CAPTION>
NATURE AND
PERCENTAGE OF
NAME AND ADDRESS TITLE STOCK OWNERSHIP
---------------- ----- ---------------
<S> <C> <C>
Pratt Casino Corp. Direct Shareholder 100% Common Stock
Indiana Avenue & Brighton Park
Atlantic City, NJ 08401
PPI Corp. Indirect Stockholder 100% Common Stock
Indiana Avenue & Brighton Park
Atlantic City, NJ 08401
Greate Bay Casino Corp. Indirect Stockholder 100% Common Stock
Indiana Avenue & Brighton Park
Atlantic City, NJ 08401
J.E. Pratt Family Trust Indirect Stockholder Approx. 14.9%
6735 E. Park Drive Common Stock
Fort Worth, TX 76132
J.E. Pratt Co. I Indirect Stockholder Approx. 5.8%
6735 E. Park Drive Common Stock
Fort Worth, TX 76132
E. Pratt Family Trust Indirect Stockholder Approx. 6.7%
6735 E. Park Drive Common Stock
Fort Worth, TX 76132
</TABLE>
<PAGE>
Item 20(b) If the debtor is a corporation, list all officers and directors
whose relationship with the corporation terminated with one year
immediately preceding the commencement of this case.
<TABLE>
<CAPTION>
NAME ADDRESS DATE OF TERMINATION
---- ------- -------------------
<S> <C> <C>
Jack F. Pratt 6735 E. Park Drive 1-3-98
Chairman, C.E.O. and Director Fort Worth, TX 76132
Edward T. Pratt, Jr. 6735 E. Park Drive 1-3-98
Vice Chairman and Director Fort Worth, TX 76132
William D. Pratt 6735 E. Park Drive 1-3-98
Executive Vice President, General Fort Worth, TX 76132
Counsel and Secretary and
Director
Edward T. Pratt III 6735 E. Park Drive 1-3-98
President, C.O.O. and Director Fort Worth, TX 76132
Lawrence C. Cole 6735 E. Park Drive 1-3-98
Vice President - Management Fort Worth, TX 76132
Information Systems
Arthur Lewis 6735 E. Park Drive 1-3-98
Vice President - Security and Fort Worth, TX 76132
Governmental Relations
Charles LaFrano III 6735 E. Park Drive 1-3-98
Vice President and Assistant Fort Worth, TX 76132
Secretary
John C. Hull 6735 E. Park Drive 1-3-98
Principal Accounting Officer Fort Worth, TX 76132
</TABLE>
<PAGE>
- --------------------------------------------------------------------------------
CERTIFICATION AND SIGNATURE OF NON-ATTORNEY BANKRUPTCY PETITION PREPARER (See 11
U.S.C. (S)110)
I certify that I am a bankruptcy petition preparer as defined in 11
U.S.C. (S)110, that I prepared this document for compensation, and that I have
provided the debtor with a copy of this document.
_____________________________________________________ _____________________
Printed or Typed Name of Bankruptcy Petition Preparer Social Security No.
______________________________
______________________________
Address
Names and Social Security numbers of all other individuals who prepared or
assisted in preparing this document:
If more than one person prepared this document, attach additional signed sheets
conforming to the appropriate Official Form for each person.
X
- ----------------------------------------------------- ____________________
Signature of Bankruptcy Petition Preparer Date
A bankruptcy petition preparer's failure to comply with the provisions of title
11 and the Federal Rules of Bankruptcy Procedure may result in fines or
imprisonment or both. 11 U.S.C. (S)110; 18 U.S.C. (S)156; (S)110; 18 U.S.C.
(S)156.
- --------------------------------------------------------------------------------
PENALTY FOR MAKING A FALSE STATEMENT: FINE OF UP TO $500,000 OR IMPRISONMENT FOR
UP TO 5 YEARS, OR BOTH. 18 U.S.C. (S)152 AND 3571
0 continuation sheets attached
----
<PAGE>
DECLARATION UNDER PENALTY OF PERJURY ON BEHALF OF CORPORATION OR PARTNERSHIP
I, [the president or other officer or an authorized agent of the
corporation] named as debtor in this case, declare under penalty of perjury
that I have read the foregoing LIST OF CREDITORS HOLDING 20 LARGEST UNSECURED
CLAIMS and that it is true and correct to the best of my information and belief.
Date January 5, 1998
----------------------
Signature /s/ Timothy A. Erling
---------------------------------
TIMOTHY A. ERLING,
Executive Vice President & Chief Financial
Officer
<PAGE>
Pratt Casino Corporation
c/o Sands Hotel & Casino
Indiana Avenue & Brighton Park
9th Floor
Atlantic City, NJ 08401
State Street Bank & Trust Co.
Corporate Trust Department
777 Main Street
Hartford, CT 06115
<PAGE>
UNITED STATES BANKRUPTCY COURT
DISTRICT OF NEW JERSEY
GB Holdings, Inc.
In re __________________________________, Case No. 98-
-----------------
Debtor
Chapter Chapter 11
-----------------
VERIFICATION OF LIST OF CREDITORS
I hereby certify under penalty of perjury that the attached List of
Creditors which consists of 1 page, is true, correct and complete to the best of
my knowledge.
Date January 5, 1998 Signature /s/ Timothy A. Ebling
---------------------------------- -------------------------
TIMOTHY A. EBLING,
Executive Vice President
& Chief Financial
Officer
<PAGE>
EXHIBIT 99.4
(Official Form 1)(9/97)
- --------------------------------------------------------------------------------
FORM B1 UNITED STATES BANKRUPTCY COURT VOLUNTARY PETITION
DISTRICT OF NEW JERSEY
- --------------------------------------------------------------------------------
Name of Debtor (if individual, enter Last, First, Middle):
GB Property Funding Corp.
- --------------------------------------------------------------------------------
All Other Names used by the Debtor in the last 6 years
(include married, maiden, and trade names):
None
- --------------------------------------------------------------------------------
Soc. Sec./Tax I.D. No. (if more than one, state all):
75-2502290
- --------------------------------------------------------------------------------
Street Address of Debtor (No. & Street, City, State & Zip Code):
c/o Sands Hotel and Casino
Indiana Ave. & Brighton Park
9th Floor
Atlantic City, NJ 08401
- --------------------------------------------------------------------------------
County of Residence or of the
Principal Place of Business: Atlantic
- --------------------------------------------------------------------------------
Mailing Address of Debtor (if different from street address):
- --------------------------------------------------------------------------------
Name of Joint Debtor (Spouse) (Last, First, Middle):
- --------------------------------------------------------------------------------
All Other Names used by the Joint Debtor in the last 6 years
(include married, maiden, and trade names):
- --------------------------------------------------------------------------------
Soc. Sec./Tax I.D. No. (if more than one, state all):
- --------------------------------------------------------------------------------
Street Address of Joint Debtor (No. & Street, City, State & Zip Code):
- --------------------------------------------------------------------------------
County of Residence or of the
Principal Place of Business:
- --------------------------------------------------------------------------------
Mailing Address of Joint Debtor (if different from street address):
- --------------------------------------------------------------------------------
Location of Principal Assets of Business Debtor
(if different from street address above): State Street Bank & Trust Co.
Corporate Trust Department
777 Main Street
Hartford, CT 06115
- --------------------------------------------------------------------------------
INFORMATION REGARDING THE DEBTOR (CHECK THE APPLICABLE BOXES)
VENUE (Check any applicable box)
[_] Debtor has been domiciled or has had a residence, principal place of
business, or principal assets in this District for 180 days immediately
preceding the date of this petition or for a longer part of such 180 days
than in any other District.
[X] There is a bankruptcy case concerning debtor's affiliate, general partner,
or partnership pending in this District.
- --------------------------------------------------------------------------------
TYPE OF DEBTOR (Check all boxes that apply)
[_] Individual(s) [_] Railroad
[X] Corporation [_] Stockbroker
[_] Partnership [_] Partnership
[_] Other ________________
- --------------------------------------------------------------------------------
NATURE OF DEBTS (Check one box)
[_] Consumer/Non-Business [X] Business
- --------------------------------------------------------------------------------
CHAPTER 11 SMALL BUSINESS (Check all boxes that apply)
[_] Debtor is a small business as defined in 11 U.S.C. (S) 101.
[_] Debtor is and elects to be considered a small business under
11 U.S.C. (S) 1121 (e) (Optional)
- --------------------------------------------------------------------------------
CHAPTER OR SECTION OF BANKRUPTCY CODE UNDER WHICH
THE PETITION IS FILED (Check one box)
[_] Chapter 7 [X] Chapter 11 [_] Chapter 13
[_] Chapter 9 [_] Chapter 12
[_] Sec. 304 - Case ancillary to foreign proceeding
- --------------------------------------------------------------------------------
FILING FEE (Check one box)
[X] Full Filing Fee attached
[_] Filing Fee to be paid in installments (Applicable to individuals only)
Must attach signed application for the court's consideration
certifying that the debtor is unable to pay fee except in installments.
Rule 1006(b). See Official Form No. 3.
- --------------------------------------------------------------------------------
STATISTICAL/ADMINISTRATIVE INFORMATION (Estimates only)
[X] Debtor estimates that funds will be available for distribution to
unsecured creditors.
[_] Debtor estimates that, after an exempt property in excluded and
administrative expenses paid, there will be no funds available for
distribution to unsecured creditors.
- --------------------------------------------------------------------------------
1-15 16-49 50-99 100-199 200-999 1000-over
Estimated Number of Creditors [X] [_] [_] [_] [_] [_]
- --------------------------------------------------------------------------------
Estimated Assets
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
$0 to $50,001 to $100,001 to $500,001 to $1,000,001 to $10,000,001 to $50,000,001 to More than
$50,000 $100,000 $500,000 $1 million $10 million $50 million $100 million $100 million
[_] [_] [_] [_] [_] [_] [_] [X]
</TABLE>
- --------------------------------------------------------------------------------
Estimated Debts
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
$0 to $50,001 to $100,001 to $500,001 to $1,000,001 to $10,000,001 to $50,000,001 to More than
$50,000 $100,000 $500,000 $1 million $10 million $50 million $100 million $100 million
[_] [_] [_] [_] [_] [_] [_] [X]
</TABLE>
- --------------------------------------------------------------------------------
THIS SPACE IS FOR COURT USE ONLY
- --------------------------------------------------------------------------------
Bankruptcy2000 (C)1991-96, New Hope Software - 30078
<PAGE>
(Official Form 1) (9/97)
- --------------------------------------------------------------------------------
FORM B1, Page 2
VOLUNTARY PETITION Name of Debtors(s):
GB Property Funding Corp.
(This page must be completed and filed in every case)
- --------------------------------------------------------------------------------
PRIOR BANKRUPTCY CASE FILED WITHIN LAST 6 YEARS (If more than one, attach
additional sheet)
Location Case Number: Date Filed:
Where Filed: NONE
- --------------------------------------------------------------------------------
PENDING BANKRUPTCY CASE FILED BY ANY SPOUSE, PARTNER OR AFFILIATE OF
THE DEBTOR (if more than one, attach additional sheet)
Name of Debtor: Case Number Date Filed:
GB Holdings, Inc. Not Yet Assigned January 5, 1998
- --------------------------------------------------------------------------------
District: Relationship: Judge:
New Jersey Affiliate Unknown
- --------------------------------------------------------------------------------
SIGNATURES
Signature(s) of Debtor(s) (Individual/Joint)
I declare under penalty of perjury that the information provided in this
petition is true and correct.
[If petitioner is an individual whose debts are primarily consumer debts
and has chosen to file under chapter 7] I am aware that I may proceed
under chapter 7,11, 12 or 13 of title 11, United States Code, understand
the relief available under each such chapter, and choose to proceed
under chapter 7.
I request relief in accordance with the chapter of title 11, United States
Code, specified in this petition.
X _______________________________________________
Signature of Debtor
X _______________________________________________
Signature of Joint Debtor
_______________________________________________
Telephone Number (if not represented by attorney)
_______________________________________________
Date
- --------------------------------------------------------------------------------
Signature of Attorney
X /s/ PAUL R. DEFILIPPO
-----------------------------------------------
Signature of Attorney for Debtor(s)
PAUL R. DEFILIPPO
-----------------------------------------------
Printed Name of Attorney for Debtor(s)
Gibbons, Del Deo, Dolan, Griffinger & Vecchione
-----------------------------------------------
Firm Name
One Riverfront Plaza
-----------------------------------------------
Address
Newark, NJ 07102-5497
-----------------------------------------------
973-596-4500
-----------------------------------------------
Telephone Number
January 5, 1998
-----------------------------------------------
Date
- --------------------------------------------------------------------------------
EXHIBIT A
(To be completed if debtor is required to file periodic reports
(e.g., forms 10K and 10Q) with the Securities and Exchange
Commission pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 and is requesting relief under chapter 11.)
Exhibit A is attached and made a part of this petition.
- --------------------------------------------------------------------------------
EXHIBIT B
(To be completed if the debtor is an individual
whose debts are primarily consumer debts)
I, the attorney for the petitioner named in the foregoing petition, declare
that I have informed the petitioner that [he or she] may proceed under
chapter 7, 11, 12, or 13 or title 11, United States Code, and have
explained the relief available under each such chapter.
X _______________________________________________
Signature of Attorney for Debtor(s) Date
- --------------------------------------------------------------------------------
SIGNATURE OF DEBTOR (Corporation/Partnership)
I declare under penalty of perjury that the information provided in this
petition is true and correct, and that I have been authorized to file this
petition on behalf of the debtor.
The debtor requests relief in accordance with the chapter of title 11,
United States Code, specified in this petition.
X /s/TIMOTHY A. EBLING
-----------------------------------------------
Signature of Authorized Individual
TIMOTHY A. EBLING
-----------------------------------------------
Printed Name of Authorized Individual
Executive Vice President, Chief Financial Officer
-----------------------------------------------
Title of Authorized Individual
January 5, 1998
-----------------------------------------------
Date
- --------------------------------------------------------------------------------
SIGNATURE OF NON-ATTORNEY PETITION PREPARER
I certify that I am a bankruptcy petition preparer as defined in 11 U.S.C.
(S) 110, that I prepared this document for compensation, and that I have
provided the debtor with a copy of this document.
-----------------------------------------------
Printed Name of Bankruptcy Petition Preparer
-----------------------------------------------
Social Security Number
-----------------------------------------------
Address
X _______________________________________________
Names and Social Security numbers of all other individuals who
prepared or assisted in preparing this document:
If more than one person prepared this document, attach additional
sheets conforming to the appropriate official form for
each person.
-----------------------------------------------
Signature of Bankruptcy Petition Preparer
-----------------------------------------------
Date
A bankruptcy petition prepare's failure to comply with the provisions
of title 11 and the Federal Rules of Bankruptcy Procedure may result
in fines or imprisonment or both 11 U.S.C. (S) 110; 18 U.S.C. (S) 156.
- --------------------------------------------------------------------------------
Bankruptcy2000 (C)1991-96, New Hope Software - 30078
<PAGE>
UNITED STATES BANKRUPTCY COURT
DISTRICT OF NEW JERSEY
In re GB Property Funding Corp., Case No. 98-
________________________ -----------------------
Debtor Chapter Chapter 11
-----------------------
VOLUNTARY PETITION CONTINUATION SHEET
Pending Bankruptcy Case filed by any Spouse, (If more than one, attach
Partner or Affiliate of the Debtor additional sheet)
Name of Debtor: Case Number: Date Filed:
Greate Bay Hotel and Casino, Inc. Not Yet Assigned January 5, 1998
District: Relationship: Judge:
New Jersey Affiliate Unknown
<PAGE>
Form B1, Exh. A (9/97)
EXHIBIT "A"
[If the debtor is required to file periodic reports (e.g., forms 10K and 10Q)
with the Securities and Exchange Commission pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934 and is requesting relief under
chapter 11 of the Bankruptcy Code, this Exhibit "A" shall be completed and
attached to the petition.]
UNITED STATES BANKRUPTCY COURT
DISTRICT OF NEW JERSEY
In re GB Property Funding Corp.,
-----------------------------------
Debtor Case No. 98-
-----------------------
Chapter Chapter 11
------------------------
Exhibit "A" to Voluntary Petition
1. If any of debtor's securities are registered under section 12 of the
Securities and Exchange Act of 1934, the SEC file number is 75-2502290.
----------
2. The following financial data is the latest available information and refers
to debtor's condition on December 31, 1997.
-----------------
a. Total assets $ 191,653,252
------------
b. Total debts (including debts listed in 2.c., below) $ 191,652,373
------------
Approximate
number of
holders
c. Debt securities held by more than 500 holders
secured/X/ unsecured// subordinated// $ 191,652,373 Unknown
-------------- ---------
secured// unsecured// subordinated// $ 0
-------------- ---------
secured// unsecured// subordinated// $ 0
-------------- ---------
secured// unsecured// subordinated// $ 0
-------------- ---------
secured// unsecured// subordinated// $ 0
-------------- ---------
d. Number of shares of preferred stock 0
-------------- ---------
e. Number of shares of common stock 1,000 1
-------------- ---------
Comments, if any: None.
-------------------------------------------------------
------------------------------------------------------------------------
------------------------------------------------------------------------
3. Brief description of debtor's business: Issuer of public debt for use by
--------------------------------
affiliate.
- --------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
4. See Attached
<PAGE>
Exhibit "A", Continued
In re GB Property Funding Corp., Case No. 98-
Chapter 11
4. List the names of any person who directly or indirectly owns, controls,
or holds, with power to vote 5% or more of the voting securities of
debtor:
GB Holdings, Inc., Pratt Casino Corp., PPI Corp., Greate Bay Casino
Corp. Additionally, the Pratt Family collectively, and the following
Pratt Family entities, individually, indirectly own, control, or hold,
with power to vote, in excess of 5% of the voting securities of the
Debtor: J.E. Pratt Family Trust, J.E. Pratt Co. I and E. Pratt Family
Trust.
<PAGE>
CERTIFICATION OF CORPORATE RESOLUTION
-------------------------------------
I, Frederick H. Kraus, Executive Vice President, General Counsel and
Secretary of GB Property Funding Corp., a Delaware corporation (the
"Corporation"), do hereby certify that by consent of the Board of Directors of
the Corporation, effective January 3, 1998, the resolutions annexed hereto as
Exhibit A were adopted and they have not been modified or rescinded, and are
still in full force and effect.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the
corporate seal of the Corporation this 5th day of January, 1998.
/s/ Frederick H. Kraus
----------------------------------------
Name: Frederick H. Kraus
Title: Executive Vice President, General
Counsel and Secretary
GB Property Funding Corp.
A Delaware Corporation
(CORPORATE SEAL)
<PAGE>
EXHIBIT A
WHEREAS, each of Greate Bay Hotel and Casino, Inc., GB Property Funding
Corp. and GB Holdings, Inc. (whether one or more, the "Corporation") has
retained and consulted with financial and legal advisors with respect to the
pursuit of certain strategic alternatives relating to the Sands Hotel and Casino
in Atlantic City, New Jersey; and
WHEREAS, after such review of such strategic alternatives with such
advisors, each such Corporation now desires to file a petition for relief under
Chapter 11 of Title 11, United States Code in the United States Bankruptcy Court
for the District of New Jersey if management of each such Corporation concludes
that it has exhausted all other alternatives to avoid a bankruptcy filing and
such filing is necessary to protect the assets of each such Corporation (the
"Chapter 11 Bankruptcy Filing"); and
WHEREAS, the Board of Directors of the Corporation (the "Board") has (i)
reviewed and approved the Chapter 11 Bankruptcy Filing, (ii) received, reviewed
and approved certain documentation with respect thereto and (iii) determined
that the transactions and documentation contemplated thereby are necessary,
proper and in the best interests of such Corporation; now, therefore, be it
RESOLVED, that the Chapter 11 Bankruptcy Filing and the
transactions and documentation contemplated thereby, including, without
limitation, the retention by the Corporation of Ladenburg Thalmann & Co.
Inc. as its financial advisor and Gibbons, Del Deo, Dolan, Griffinger &
Vecchione as its legal advisor in connection with such Chapter 11
Bankruptcy Filing and related matters upon such terms and conditions as
the proper officers of the Corporation deem necessary, appropriate or
advisable (collectively, the "Transactions") be, and the same hereby
are, ratified, approved and confirmed in all respects by the Board for
the Corporation; and, be it
RESOLVED FURTHER, that the Board hereby finds that the
Transactions are necessary, proper and in the best interests of the
Corporation; and, be it
RESOLVED FURTHER, that the proper officers of the Corporation
be, and each of them hereby is, authorized, empowered and directed, in
the name and on behalf of the Corporation, to (i) prepare, execute,
deliver and file the petition for the Chapter 11 Bankruptcy Filing in
substantially the form received and reviewed by the Board, with such
changes therein or additions thereto as may be approved or deemed
necessary, appropriate or advisable by the officer executing the same on
behalf of the Corporation, the execution and delivery thereof by such
officer to be conclusive evidence of the approval by him of such changes
or additions, (ii) prepare, execute, deliver (or receive) and/or file
any and all other agreements, certificates, instruments and documents
contemplated by the Transactions (collectively, the "Other Transaction
Documentation"), the execution, delivery or receipt thereof by such
officer to be conclusive evidence of the
<PAGE>
approval by him of such Other Transaction Documentation, and (iii) take such
other action, all as such officer deems necessary, appropriate or advisable to
consummate the Transactions; and, be it
RESOLVED FURTHER, that the proper officers of the Corporation be, and
each of them hereby is, authorized, empowered and directed, in the name and on
behalf of the Corporation, to take or cause to be taken all such further action,
to prepare, execute and deliver all documents, instruments and other agreements
and to waive any and all conditions, as any of such officers, in such officer's
sole discretion, may determine to be necessary, appropriate or advisable to
fulfill the intent and to carry out the purposes of the foregoing resolutions,
such determination to be conclusively evidenced by the taking of any such
further action or the execution and delivery of any such further document; and
all acts and deeds of the officers and agents of the Corporation which are
consistent with the purpose and intent of such resolutions be, and the same
hereby are, in all respects, ratified, approved and confirmed as the acts and
deeds of the Corporation; and, be it
RESOLVED FURTHER, that the proper officers of the Corporation be, and
each of them hereby is, authorized, empowered and directed, in the name and on
behalf of the Corporation, to pay all fees and expenses relating to the
Transactions as any such officer determines to be appropriate, such payment to
be conclusive evidence of such officer's determination; and, be it
RESOLVED FURTHER, that the proper officers of the Corporation be, and
each of them hereby is, authorized, empowered and directed, in the name and on
behalf of the Corporation, to issue a press release to the public describing the
Transactions in conformity with any and all applicable laws, rules and
regulations; and, be it
RESOLVED FURTHER, that the execution by any of the proper officers of
any document authorized by the foregoing resolutions, or any action or actions
so authorized, is (or shall become upon delivery) the enforceable and binding
act and obligation of the Corporation, without the necessity of the signature or
attestation of any other officer of this Corporation or the affixing of the
corporate seal; and, be it
RESOLVED FURTHER, that the proper officers of the Corporation for
purposes of the foregoing resolutions be, and they hereby are declared to be,
any of the officers of the Corporation, namely, the Chairman of the Board, the
Chief Executive Officer, the President, each of the Executive Vice Presidents
and the Vice Presidents, the Treasurer, any Assistant Treasurer, the Secretary,
any Assistant Secretary, the Principal Financial Officer or the Principal
Accounting Officer, and any one of such officers may act on behalf of the
Corporation in this
2
<PAGE>
regard; and, be it
RESOLVED FURTHER, that any and all actions consistent with the foregoing
resolutions that have previously been taken by the officers or directors of the
Corporation on behalf of the Corporation be, and each of them hereby is,
ratified, approved and confirmed in all respects as the true acts and deeds of
the Corporation with the same force and effect as if each such act had been
specifically authorized in advance by resolution of the Board.
3
<PAGE>
FORM 4. LIST OF CREDITORS HOLDING 20 LARGEST UNSECURED CLAIMS
UNITED STATES BANKRUPTCY COURT
DISTRICT OF NEW JERSEY
In re GB Property Funding Corp. Case No. 98-
----------------------------, -------------------------
Debtor Chapter Chapter 11
--------------------------
LIST OF CREDITORS HOLDING 20 LARGEST UNSECURED CLAIMS
Following is the list of the debtor's creditors holding the 20 largest
unsecured claims. The list is prepared in accordance with Fed. R. Bankr. P.
1007(d) for filing in this chapter 11 [or chapter 9] case. The list does not
include (1) persons who come within the definition of "insider" set forth in 11
U.S.C. (S) 101, or (2) secured creditors unless the value of the collateral is
such that the unsecured deficiency places the creditor among the holders of the
20 largest unsecured claims.
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
(1) (2) (3) (4) (5)
<S> <C> <C> <C> <C>
Name of creditor Name, telephone number and Nature of claim Indicate if Amount of claim
and complete complete mailing address, [trade debt, bank claim is [if secured also
mailing address including zip code, of loan, government contingent, unliquidated, state value of security]
including zip code employee, agent, or department contract, etc.] disputed or
of creditor familiar with claim subject to setoff
who may be contacted
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
GB Property Funding Corp. has no unsecured creditors.
<PAGE>
DECLARATION UNDER PENALTY OF PERJURY ON BEHALF OF CORPORATION OR PARTNERSHIP
I, [the president or other officer or an authorized agent of the
corporation] named as debtor in this case, declare under penalty of perjury
that I have read the foregoing LIST OF CREDITORS HOLDING 20 LARGEST UNSECURED
CLAIMS and that it is true and correct to the best of my information and belief.
Date January 5, 1998
---------------
Signature /s/ TIMOTHY A. EBLING,
-------------------------------
TIMOTHY A. EBLING,
Executive Vice President, Chief
Financial Officer
<PAGE>
FORM B6 - Cont.
(6/90)
UNITED STATES BANKRUPTCY COURT
DISTRICT OF NEW JERSEY
GB Property Funding Corp. 98-
In re ____________________________ Case No. __________________________
Debtor (If known)
SUMMARY OF SCHEDULES
Indicate as to each schedule whether that schedule is attached and state the
number of pages in each. Report the totals from Schedules A, B, D, E, F, I, and
J in the boxes provided. Add the amounts from Schedules A and B to determine the
total amount of the debtor's assets. Add the amounts from Schedules D, E, and F
to determine the total amount of the debtor's liabilities.
<TABLE>
<CAPTION>
AMOUNTS SCHEDULED
- ---------------------------------------------------------------------------------------------------------
ATTACHED
NAME OF SCHEDULE (YES/NO) NO. OF SHEETS ASSETS LIABILITIES OTHER
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
A - Real Property YES 1 $ 0
- ---------------------------------------------------------------------------------------------------------
B - Personal Property YES 3 $ 191,653,252
- ---------------------------------------------------------------------------------------------------------
C - Property Claimed YES 1
As Exempt
- ---------------------------------------------------------------------------------------------------------
D - Creditors Holding YES 1 $ 191,652,373
Secured Claims
- ---------------------------------------------------------------------------------------------------------
E - Creditors Holding Unsecured YES 1 $ 0
Priority Claims
- ---------------------------------------------------------------------------------------------------------
F - Creditors Holding Unsecured YES 1 $ 0
Nonpriority Claims
- ---------------------------------------------------------------------------------------------------------
G - Executory Contracts and YES 1
Unexpired Leases
- ---------------------------------------------------------------------------------------------------------
H - Codebtors YES 1
- ---------------------------------------------------------------------------------------------------------
I - Current Income of NO 0 $ 0
Individual Debtor(s)
- ---------------------------------------------------------------------------------------------------------
J - Current Expenditures of NO 0 $ 0
Individual Debtor(s)
- ---------------------------------------------------------------------------------------------------------
Total Number of Sheets 10
in ALL Schedules
------------------------------------------------------------
Total Assets 191,653,252
---------------------------------------------
Total Liabilities 191,652,373
------------
</TABLE>
<PAGE>
FORM B6A
(10/89)
GB Property Funding Corp. 98-
In re ____________________________ Case No. __________________________
Debtor (If known)
SCHEDULE A - REAL PROPERTY
Except as directed below, list all real property in which the debtor has
any legal, equitable, or future interest, including all property owned as co-
tenant, community property, or in which the debtor has a life estate. Include
any property in which the debtor holds rights and powers exercisable for the
debtor's own benefit. If the debtor is married, state whether husband, wife, or
both own the property by placing an "H", "W", "J", or "C" in the column labeled
"Husband, Wife, Joint, or Community)." If the debtor holds no interest in real
property, write "None" under "Description and Location of Property."
Do not include interests in executory contracts and unexpired leases on
this schedule. List them in Schedule G -Executory Contracts and Unexpired
Leases.
If an entity claims to have a lien or hold a secured interest in any
property, state the amount of the secured claim. See Schedule D. If no entity
claims to hold a secured interest in the property, write "None" in the column
labeled "Amount of Secured Claim."
If the debtor is an individual or if a joint petition is filed, state the
amount of any exemption claimed in the property only in Schedule C - Property
Claimed as Exempt.
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
CURRENT
MARKET VALUE
OF DEBTOR'S
DESCRIPTION AND INTEREST IN AMOUNT OF
LOCATION OF NATURE OF DEBTOR'S HUSBAND, WIFE, JOINT PROPERTY WITHOUT SECURED
PROPERTY INTEREST IN PROPERTY OR COMMUNITY DEDUCTING ANY CLAIM
SECURED CLAIM
OR EXEMPTION
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
NONE
- -------------------------------------------------------------------------------------------------------
Total 0
---------------
(REPORT ALSO ON SUMMARY OF SCHEDULES)
</TABLE>
<PAGE>
FORM B6B
(10/89)
GB Property Funding Corp. 98-
In re________________________________ Case No.______________________
Debtor (if known)
SCHEDULE B - PERSONAL PROPERTY
Except as directed below, list all personal property of the debtor of
whatever kind. If the debtor has no property in one or more of the categories,
place an "X" in the appropriate position in the column labeled "None." If
additional space is needed in any category, attach a separate sheet properly
identified with the case name, case number, and the number of the category. If
the debtor is married, state whether husband, wife, of both own the property by
placing an "H," "W," "J," or "C" in the column labeled "Husband, Wife, Joint, or
Community." If the debtor is an individual or a joint petition is filed, state
the amount of any exemptions claimed only in Schedule C - Property Claimed as
Exempt.
Do not include interests in executory contracts and unexpired leases on
this schedule. List them in Schedule G - Executory Contracts and Unexpired
Leases.
If the property is being held for the debtor by someone else, state that
person's name and address under "Description and Location of Property."
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
CURRENT
MARKET VALUE OF
TYPE OF PROPERTY NONE DESCRIPTION AND LOCATION HUSBAND, WIFE, JOINT DEBTOR'S INTEREST
OF PROPERTY OR COMMUNITY IN PROPERTY WITH-
OUT DEDUCTING ANY
SECURED CLAIM
OR EXEMPTION
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1. Cash on hand X
2. Checking, savings or other financial Checking Account #00-5696-00 879
accounts, certificates of deposit, or
shares in banks, savings and loan, Texas Community Bank
thrift, building and loan, and homestead Preston Center
associations, or credit unions, 8235 Douglas Ave., Suite 100
brokerage houses, or cooperatives Lockbox 72
Dallas, TX 75225
3. Security deposits with public X
utilities, telephone companies,
landlords, and others.
4. Household goods and furnishings, X
including audio, video, and computer
equipment.
5. Books, Pictures and other art X
objects, antiques, stamp, coin, record,
tape, compact disc, and other
collections or collectibles.
6. Wearing apparel. X
7. Furs and jewelry. X
8. Firearms and sports, photographic, X
and other hobby equipment.
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
FORM B6B
(10/89)
GB Property Funding Corp. 98-
In re_____________________________ Case No.__________________________
Debtor (if known)
SCHEDULE B - PERSONAL PROPERTY
(Continuation Sheet)
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
CURRENT
MARKET VALUE OF
DEBTOR'S INTEREST
IN PROPERTY WITH-
OUT DEDUCTING ANY
DESCRIPTION AND LOCATION HUSBAND, WIFE, JOINT SECURED CLAIM
TYPE OF PROPERTY NONE OF PROPERTY OR COMMUNITY OR EXEMPTION
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
9. Interests in insurance policies. X
Name Insurance company of each
policy and itemize surrender or refund
value of each.
10. Annuities. Itemize and name each X
issuer.
11. Interests In IRA, ERISA, Keogh, or X
other pension or profit sharing plans.
Itemize.
12. Stock and interests in incorporated X
and unincorporated businesses.
Itemize.
13. Interests in partnerships or joint X
ventures. Itemize.
14. Government and corporate bonds X
and other negotiable and
non-negotiable instruments.
15. Accounts receivable. X
16. Alimony, maintenance, support, X
and property settlement to which the
debtor is or may be entitled. Give
particulars.
17. Other liquidated debts owing debtor Greate Bay Hotel and Casino, Inc. (Net book value)
including tax refunds. Give particulars. Interest Receivable-$9,152,373 191,652,373
Note Receivable-$182,500,000
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
FORM B6B
(10/89)
GB Property Funding Corp. 98-
In re ________________________________________ Case No. _____________________
Debtor (if known)
SCHEDULE B - PERSONAL PROPERTY
(Continuation Sheet)
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
CURRENT
MARKET VALUE OF
TYPE OF PROPERTY NONE DESCRIPTION AND LOCATION HUSBAND, WIFE, JOINT DEBTOR'S INTEREST
OF PROPERTY OR COMMUNITY IN PROPERTY WITH-
OUT DEDUCTING ANY
SECURED CLAIM
OR EXEMPTION
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
18. Equitable or future interests, life X
estates, and rights or powers
exercisable for the benefit of the debtor
other than those listed in Schedule of
Real Property.
19. Contingent and noncontingent X
interests in estate or a decedent, death
benefit plan, life insurance policy, or
trust.
20. Other contingent and unliquidated X
claims of every nature, including tax
refunds, counterclaims of the debtor,
and rights of setoff claims. Give
estimated value of each.
21. Patents, copyrights, and other X
intellectual property. Give particulars.
22. Licenses, franchises, and other X
general intangibles. Give particulars.
23. Automobiles, trucks, trailers, and X
other vehicles and accessories.
24. Boats, motors, and accessories. X
25. Aircraft and accessories. X
26. Office equipment, furnishings, and X
supplies.
27. Machinery, fixtures, equipment, and X
supplies used in business.
28. Inventory. X
29. Animals. X
30. Crops - growing or harvested. Give X
particulars.
31. Farming equipment and implements. X
32. Farm supplies, chemicals, and feed. X
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
FORM B6B
(10/89)
GB Property Funding Corp. 98-
In re ________________________________________ Case No. _____________________
Debtor (if known)
SCHEDULE B - PERSONAL PROPERTY
(Continuation Sheet)
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
CURRENT
MARKET VALUE OF
TYPE OF PROPERTY NONE DESCRIPTION AND LOCATION HUSBAND, WIFE, JOINT DEBTOR'S INTEREST
OF PROPERTY OR COMMUNITY IN PROPERTY WITH-
OUT DEDUCTING ANY
SECURED CLAIM
OR EXEMPTION
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
33. Other personal property of any kind X
not already listed.
- ------------------------------------------------------------------------------------------------------------------------------------
0 continuation sheets attached Total $ 191,653,252
--- ---------------------------------
(Include amounts from any continuation
sheets attached. Report total also on
Summary of Schedules)
</TABLE>
<PAGE>
FORM B6C
(6/90)
GB Property Funding Corp. 98-
In re ______________________________ Case No. ____________________
Debtor (if known)
SCHEDULE C - PROPERTY CLAIMED AS EXEMPT
Debtor elects the exemption to which debtor is entitled under
(Check one box)
[X] 11 U.S.C. (S)522(b)(1) Exemptions provided in 11 U.S.C. (S)522(d).
Note: These exemptions are available only in
certain states.
[_] 11 U.S.C. (S)522(b)(2) Exemptions available under applicable nonbankruptcy
federal laws, state or local law where the debtor's
domicile has been located for the 180 days
immediately preceding the filing of the petition,
or for a longer portion of the 180-day period than
in any other place, and the debtor's interest as a
tenant by the entirety or joint tenant to the
extent the interest is exempt from process under
applicable nonbankruptcy law.
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
CURRENT MARKET
SPECIFY LAW VALUE OF VALUE OF PROPERTY
DESCRIPTION OF PROPERTY PROVIDING EACH CLAIMED WITHOUT DEDUCTING
EXEMPTION EXEMPTION EXEMPTIONS
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
No exemptions claimed.
- ----------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
FORM B6D
(6/90) GB Property Funding Corp. 98-
In re ____________________________ Case No. ____________________________
Debtor (if known)
SCHEDULE D - CREDITORS HOLDING SECURED CLAIMS
State the name, mailing address, including zip code, and account number, if
any, of all entities holding claims secured by property of the debtor as of the
date of filing of the petition. List creditors holding all types of secured
interests such as judgment liens, garnishments, statutory liens, mortgages,
deeds of trust, and other security interests. List creditors in alphabetical
order to the extent practicable. If all secured creditors will not fit on this
page, use the continuation sheet provided.
If any entity other than a spouse in a joint case may be jointly liable on
a claim, place an "X" in the column labeled "Codebtor," include the entity on
the appropriate schedule of creditors, and complete Schedule H - Codebtors. If a
joint petition is filed, state whether husband, wife, both of them, or the
marital community may be liable on each claim by placing an "H," "W," "J," or
"C" in the column labeled "Husband, Wife, Joint, or Community."
If the claim is contingent, place an "X" in the column labeled
"Contingent." If the claim is unliquidated, place an "X" in the column labeled
"Unliquidated." If the claim is disputed, place an "X" in the column labeled
"Disputed." (You may need to place an "X" in more than one of these three
columns.)
Report the total of all claims listed on this schedule in the box labeled
"Total" on the last sheet of the completed schedule. Report this total also on
the Summary of Schedules
[_] Check this box if debtor has no creditors holding secured claims to report
on this Schedule D.
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
CREDITOR'S NAME AND CODEBTOR HUSBAND, WIFE, JOINT DATE CLAIM WAS INCURRED, CONTINGENT UNLIQUIDATED DISPUTED
MAILING ADDRESS OR COMMUNITY NATURE OF LIEN, AND
INCLUDING ZIP CODE DESCRIPTION AND MARKET
VALUE OF PROPERTY
SUBJECT TO LIEN
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
ACCOUNT NO. Incurred: February 17, 1994
- ----------------------------- Lien: Security Interest
State Street Bank & Trust Co. Promissory Note Receivable
Corporate Trust Department X from Greate Bay Hotel and
777 Main Street Casino, Inc.
Hartford, CT 06115
Attn: Steven Cimalore --------------------------
Value $ Undetermined
- ------------------------------------------------------------------------------------------------------------------------------------
ACCOUNT NO.
- -----------------------------
---------------------------
Value $
- ------------------------------------------------------------------------------------------------------------------------------------
ACCOUNT NO.
- -----------------------------
---------------------------
Value $
- ------------------------------------------------------------------------------------------------------------------------------------
ACCOUNT NO.
- -----------------------------
---------------------------
Value $
- ------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
- -----------------------------------------------------------------------------------------
AMOUNT
CREDITOR'S NAME AND OF UNSECURED
MAILING ADDRESS CLAIM PORTION,
INCLUDING ZIP CODE WITHOUT IF ANY
DEDUCTING
VALUE OF
COLLATERAL
- -----------------------------------------------------------------------------------------
<S> <C> <C>
ACCOUNT NO.
- -----------------------------
State Street Bank & Trust Co. 0
Corporate Trust Department 191,652,373
777 Main Street
Hartford, CT 06115
- -----------------------------------------------------------------------------------------
ACCOUNT NO.
- -----------------------------
- -----------------------------------------------------------------------------------------
ACCOUNT NO.
- -----------------------------
- -----------------------------------------------------------------------------------------
ACCOUNT NO.
- -----------------------------
- -----------------------------------------------------------------------------------------
0 SUBTOTAL $ 191,652,373
- --- CONTINUATION SHEETS ATTACHED (TOTAL OF THIS PAGE)
--------------
TOTAL $ 191,652,373
(USE ONLY ON LAST PAGE)
--------------
(REPORT TOTAL ALSO ON SUMMARY OF SCHEDULES)
</TABLE>
<PAGE>
B6E
(Rev. 12/94)
GB Property Funding Corp. 98-
In re _______________________________ Case No. __________________________
Debtor (if known)
SCHEDULE E - CREDITORS HOLDING UNSECURED PRIORITY CLAIMS
A complete list of claims entitled to priority, listed separately by
type of priority, is to be set forth on the sheets provided. Only holders of
unsecured claims entitled to priority should be listed in this schedule. In the
boxes provided on the attached sheets, state the name and mailing address,
including zip code, and account number, if any, of all entities holding priority
claims against the debtor or the property of the debtor, as of the date of the
filing of this petition.
If any entity other than a spouse in a joint case may be jointly liable
on a claim, place an "X" in the column labeled "Codebtor," include the entity on
the appropriate schedule of creditors, and complete Schedule H - Codebtors. If a
joint petition is filed, state whether husband, wife, both of them, or the
marital community may be liable on each claim by placing an "H," "W," "J," or
"C" in the column labeled "Husband, Wife, Joint, or Community."
If the claim is contingent, place an "X" in the column labeled
"Contingent." If the claim is unliquidated, place an "X" in the column labeled
"Unliquidated." If the claim is disputed, place an "X" in the column labeled
"Disputed." (You may need to place an "X" in more than one of these three
columns.)
Report the total of all claims listed on each sheet in the box labeled
"Subtotal" on each sheet. Report the total of all claims listed on this Schedule
E in the box labeled "Total" on the last sheet of the completed schedule. Repeat
this total also on the Summary of Schedules.
[X] Check this box if debtor has no creditors holding unsecured priority claims
to report on this Schedule E.
TYPES OF PRIORITY CLAIMS (Check the appropriate box(es) below if claims in that
category are listed on the attached sheets)
[_] EXTENSIONS OF CREDIT IN AN INVOLUNTARY CASE
Claims arising in the ordinary course of the debtor's business or financial
affairs after the commencement of the case but before the earlier of the
appointment of a trustee or the order for relief. 11 U.S.C. (S) 507(a)(2).
[_] WAGES, SALARIES, AND COMMISSIONS
Wages, salaries, and commissions including vacation, severance, and sick
leave pay owing to employees up to a maximum of $4000* per employee, earned
within 90 days immediately preceding the filing of the original petition, or the
cessation of business, whichever occurred first, to the extent provided in 11
U.S.C. (S) 507(a)(3).
[_] CONTRIBUTION TO EMPLOYEE BENEFIT PLANS
Money owed to employee benefit plans for services rendered within 180 days
immediately preceding the filing of the original petition, or the cessation of
business, whichever occurred first, to the extent provided in 11 U.S.C. (S)
507(a)(4).
[_] CERTAIN FARMERS AND FISHERMEN
Claims of certain farmers and fisherman, up to a maximum of $4000* per
farmer or fisherman, against the debtor, as provided in 11 U.S.C. (S) 507(a)(5).
[_] DEPOSITS BY INDIVIDUALS
Claims of individuals up to a maximum of $1800* for deposits for the
purchase, lease, or rental of property or services for personal, family or
household use, that were not delivered or provided. 11 U.S.C. (S) 507(a)(6).
[_] ALIMONY, MAINTENANCE, OR SUPPORT
Claims of spouse, former spouse, or child of the debtor for alimony,
maintenance, or support, to the extent provided in 11 U.S.C. (S) 507(a)(7).
[_] TAXES AND CERTAIN OTHER DEBTS OWED TO GOVERNMENTAL UNITS
Taxes, customs duties, and penalties owing to federal, state, and local
governmental units as set forth in 11 U.S.C. (S) 507(a)(8).
[_] COMMITMENTS TO MAINTAIN THE CAPITAL OF AN INSURED DEPOSITORY INSTITUTION
Claims based on commitments to the FDIC, RTC, Director of the Office of
Thrift Supervision, Comptroller of the Currency, or Board of Governors of the
Federal Reserve System, or their predecessors or successors, to maintain the
capital of an insured depository institution. 11 U.S.C. (S) 507(a)(9).
/*/Amounts are subject to adjustment on April 1, 1998, and every three years
thereafter with respect to cases commenced on or after the date of adjustment.
0 continuation sheets attached
-----
<PAGE>
FORM B6F (OFFICIAL FORM 6F) (9/97)
GB Property Funding Corp. 98-
In re ______________________________ Case No. ___________________________
Debtor (if known)
SCHEDULE F - CREDITORS HOLDING UNSECURED NONPRIORITY CLAIMS
State the name, mailing address, including zip code, and account number,
if any, of all entities holding unsecured claims without priority against the
debtor or the property of the debtor, as of the date of filing of the petition.
Do not include claims listed in Schedules D and E. If all creditors will not fit
on this page, use the continuation sheet provided.
If any entity other than a spouse in a joint case may be jointly liable
on a claim, place an "X" in the column labeled "Codebtor," include the entity on
the appropriate schedule of creditors, and complete Schedule H - Codebtors. If a
joint petition is filed, state whether husband, wife, both of them or the
marital community may be liable on each claim by placing an "H," "W," "J," or
"C" in the column labeled "Husband, Wife, Joint, or Community.
If the claim is contingent, place an "X" in the column labeled
"Contingent." If the claim is unliquidated, place an "X" in the column labeled
"Unliquidated." If the claim is disputed, place an "X" in the column labeled
"Disputed." (You may need to place an "X" in more than one of these)
Report total of all claims listed on this schedule in the box labeled
"Total" on the last sheet of the completed schedule. Report this total also on
the Summary of Schedules.
[X] Check this box if debtor has no creditors holding unsecured nonpriority
claims to report on this Schedule F.
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
CREDITOR'S NAME AND CODEBTOR HUSBAND, WIFE, JOINT DATE CLAIM WAS INCURRED,
MAILING ADDRESS OR COMMUNITY AND CONSIDERATION FOR CLAIM. CONTINGENT UNLIQUIDATED DISPUTED AMOUNT
INCLUDING ZIP CODE IF CLAIM IS SUBJECT TO OF CLAIM
SETOFF, SO STATE
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
ACCOUNT NO.
- -------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
ACCOUNT NO.
- -------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
ACCOUNT NO.
- -------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
ACCOUNT NO.
- -------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
0
_____ continuation sheets attached Subtotal $ 0
-----------------------------
Total $ 0
-----------------------------
(Report total also on Summary of Schedules)
</TABLE>
<PAGE>
FORM B6G
(10/89)
GB Property Funding Corp. 98-
In re __________________________________ Case No._________________________
Debtor (if known)
SCHEDULE G - EXECUTORY CONTRACTS AND UNEXPIRED LEASES
Describe all executory contracts of any nature and all unexpired leases
of real or personal property. Include any timeshare interests.
State nature of debtor's interest in contract, i.e., "Purchaser," "Agent,"
etc. State whether debtor is the lessor or lessee of a lease.
Provide the names and complete mailing addresses of all other parties to
each lease or contract described.
NOTE: A party listed on this schedule will not receive notice of the filing
of this case unless the party is also scheduled in the appropriate schedule of
creditors.
[X] Check this box if debtor has no executory contracts or unexpired leases.
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
DESCRIPTION OF CONTRACT OR LEASE AND NATURE OF
NAME AND MAILING ADDRESS, INCLUDING ZIP CODE DEBTOR'S INTEREST, STATE WHETHER LEASE IS FOR
OF OTHER PARTIES TO LEASE OR CONTRACT NONRESIDENTIAL REAL PROPERTY. STATE CONTRACT
NUMBER OF ANY GOVERNMENT CONTRACT
- ----------------------------------------------------------------------------------------------------------------------
<S> <C>
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
FORM B6H
(6/90)
GB Property Funding Corp. 98-
In re___________________________ Case No._________________________
Debtor (if known)
SCHEDULE H - CODEBTORS
Provide the information requested concerning any person or entity, other
than a spouse in a joint case, that is also liable on any debts listed by debtor
in the schedules of creditors. Include all guarantors and co-signers. In
community property states, a married debtor not filing a joint case should
report the name and address of the nondebtor spouse on this schedule. Include
all names used by the nondebtor spouse during the six years immediately
preceding the commencement of this case.
[_] Check this box if debtor has no codebtors.
- --------------------------------------------------------------------------------
NAME AND ADDRESS OF CODEBTOR NAME AND ADDRESS OF CREDITOR
- --------------------------------------------------------------------------------
GB Holdings, Inc. State Street Bank & Trust Co.
c/o Sands Hotel and Casino Corporate Trust Department
Indiana Ave. & Casino 777 Main Street
9th Floor Hartford, CT 06115
Atlantic City, NJ 08401 Attn: Steven Cimalore
Greate Bay Hotel and Casino, Inc. State Street Bank & Trust Co.
Indiana Ave. & Brighton Park Corporate Trust Department
9th Floor 777 Main Street
Atlantic City, NJ 08401 Hartford, CT 06115
Attn: Steven Cimalore
- --------------------------------------------------------------------------------
<PAGE>
Form B6-Cont.
(12/94)
GB Property Funding Corp. 98-
In re _____________________________, Case No. ___________________________
Debtor (If known)
DECLARATION CONCERNING DEBTOR'S SCHEDULES
DECLARATION UNDER PENALTY OF PERJURY ON BEHALF OF CORPORATION OR PARTNERSHIP
I, the Executive Vice President, Chief Financial Officer [the president or
--------------------------------------------------
other officer or an authorized agent of the corporation or a member or an
authorized agent of the partnership] of the GB Property Funding Corp.
-------------------------
corporation or partnership] named as debtor in this case, declare under penalty
of perjury that I have read the following summary and schedules, consisting of
11 sheets, and that they are true and correct
- -----------------------------------
(Total shown on summary page plus 1)
to the best of my knowledge, information, and belief.
Date January 5, 1998
---------------------
Signature /s/ Timothy A. Ebling
-------------------------
TIMOTHY A. EBLING
-------------------------
[Print or type name of individual
signing on behalf of debtor]
[An individual signing on behalf of a partnership or corporation must indicate
position or relationship to debtor.]
- --------------------------------------------------------------------------------
CERTIFICATION AND SIGNATURE OF NON-ATTORNEY BANKRUPTCY PETITION PREPARER (See
11 U.S.C. (S) 110)
I certify that I am a bankruptcy petition preparer as defined in 11
U.S.C. (S) 110, that I prepared this document for compensation, and that I have
provided the debtor with a copy of this document.
_____________________________________________________ ___________________
Printed or Typed Name of Bankruptcy Petition Preparer Social Security No.
________________________________
________________________________
Address
Names and Social Security numbers of all other individuals who prepared or
assisted in preparing this document:
If more than one person prepared this document, attach additional signed sheets
conforming to the appropriate Official Form for each person.
X
- ----------------------------------------------------- __________________
Signature of Bankruptcy Petition Preparer Date
A bankruptcy petition preparer's failure to comply with the provisions of title
11 and the Federal Rules of Bankruptcy Procedure may result in fines or
imprisonment or both. 11 U.S.C. (S)110: 18 U.S.C. (S) 156. (S) 110: 18 U.S.C.
(S) 156.
- --------------------------------------------------------------------------------
<PAGE>
FORM 7
Rev. 12/94 FORM 7. STATEMENT OF FINANCIAL AFFAIRS
UNITED STATES BANKRUPTCY COURT
DISTRICT OF NEW JERSEY
GB Property Funding Corp. 98-
In Re ____________________________ Case No. __________________________
(Name) (If known)
Debtor
STATEMENT OF FINANCIAL AFFAIRS
This statement is to be completed by every debtor. Spouses filing a joint
petition may file a single statement on which the information for both spouses
is combined. If the case is filed under chapter 12 or chapter 13, a married
debtor must furnish information for both spouses whether or not a joint petition
is filed, unless the spouses are separated and a joint petition is not filed. An
individual debtor engaged in business as a sole proprietor, partner, family
farmer, or self-employed professional, should provide the information requested
on this statement concerning all such activities as well as the individual's
personal affairs.
Questions 1 - 15 are to be completed by all debtors. Debtors that are or
have been in business, as defined below, also must complete Questions 16-21. If
the answer to any question is "None," or the question is not applicable, mark
the box labeled "None." If additional space is needed for the answer to any
question, use and attach a separate sheet properly identified with the case
name, case number (if known), and the number of the question.
___________________________________________________________
DEFINITIONS
"In Business." A debtor is "in business" for the purpose of this form if
the debtor is a corporation or partnership. An individual debtor is "in
business" for the purpose of this form if the debtor is or has been, within the
two years immediately preceding the filing of this bankruptcy case, any of the
following: an officer, director, managing executive, or person in control of a
corporation; a partner, other than a limited partner, of a partnership; a sole
proprietor or self-employed.
"Insider." The term "insider" includes but is not limited to: relatives of
the debtor; general partners of the debtor and their relatives, corporations of
which the debtor is an officer, director, or person in control; officers,
directors, and any person in control of a corporate debtor and their relatives;
affiliates of the debtor and insiders of such affiliates; any managing agent of
the debtor. 11 U.S.C. (S)101.
___________________________________________________________
1. INCOME FROM EMPLOYMENT OR OPERATION OF BUSINESS
None State the gross amount of income the debtor has received from
[_] employment, trade, or profession, or from operation of the debtor's
business from the beginning of this calendar year to the date this
case was commenced. State also the gross amounts received during the
two years immediately preceding this calendar year. (A debtor that
maintains, or has maintained, financial records on the basis of a
fiscal rather than a calendar year may report fiscal year income.
Identify the beginning and ending dates of the debtor's fiscal year)
If a joint petition is filed, state income for each spouse separately.
(Married debtors filing under chapter 12 or chapter 13 must state
income of both spouses whether or not a joint petition is filed,
unless the spouses are separated and a joint petition is not filed.)
AMOUNT SOURCE (if more than one)
1/1/97 to 11/30/97 18,287,370.19 Interest Income
F.Y.E. 12/31/96 20,118,751.20 Interest Income
F.Y.E. 12/31/95 20,118,751.20 Interest Income
<PAGE>
________________________________________________________________
2. INCOME OTHER THAN FROM EMPLOYMENT OF OPERATION OF BUSINESS
None State the amount of income received by the debtor other than from
[X] employment, trade, profession, or operation of the debtor's business
during the two years immediately preceding the commencement of this
case. Give particulars. If a joint petition is filed, state income for
each spouse separately. (Married debtors filing under chapter 12 or 13
must state income for each spouse whether or not a joint petition is
filed, unless the spouses are separated and a joint petition is not
filed.)
AMOUNT SOURCE
________________________________________________________________
3. PAYMENTS TO CREDITORS
None a. List all payments on loans, installment purchases of goods or
[_] services, and other debts, aggregating more than $600 to any creditor,
made within 90 days immediately preceding the commencement of this
case. (Married debtors filing under chapter 12 or chapter 13 must
include payments by either or both spouses whether or not a joint
petition is filed, unless the spouses are separated and a joint
petition is not filed.)
NAME AND ADDRESS OF CREDITOR DATES OF AMOUNT AMOUNT STILL
PAYMENTS PAID OWING
RR Donnelley Receivables,Inc. 9/10/97 & 12/30/97 $5,093.13 $0
P.O. Box 730216
Dallas, TX 75373-0216
________________________________________________________________
None b. List all payments made within one year immediately preceding the
[X] commencement of this case to or for the benefit of creditors, who are
or were insiders. (Married debtors filing under chapter 12 or chapter
13 must include payments by either or both spouses whether or not a
joint petition is filed, unless the spouses are separated and a joint
petition is not filed.)
NAME AND ADDRESS OF CREDITOR DATES OF AMOUNT AMOUNT STILL
AND RELATIONSHIP TO DEBTOR PAYMENTS PAID OWING
________________________________________________________________
4a. SUITS AND ADMINISTRATIVE PROCEEDINGS, EXECUTIONS, GARNISHMENTS
AND ATTACHMENTS
None a. List all suits and administrative proceedings to which the debtor
[X] is or was a party within one year immediately preceding the filing of
this bankruptcy case. (Married debtors filing under chapter 12 or
chapter 13 must include information concerning either or both spouses
whether or not a joint petition is filed, unless the spouses are
separated and a joint petition is not filed.)
CAPTION OF SUIT AND NATURE OF PROCEEDING COURT OR AGENCY STATUS OR
CASE NUMBER AND LOCATION DISPOSITION
<PAGE>
______________________________________________________________________
None b. Describe all property that has been attached, garnished or seized
[X] under any legal or equitable process within one year immediately preceding
the filing of this bankruptcy case. (Married debtors filing under chapter
12 or chapter 13 must include information concerning either or both
spouses whether or not a joint petition is filed, unless the spouses are
separated and a joint petition is not filed.)
NAME AND ADDRESS OF PERSON DATE OF DESCRIPTION
FOR WHOSE BENEFIT PROPERTY SEIZURE AND VALUE
WAS SEIZED OF PROPERTY
______________________________________________________________________
5. REPOSSESSIONS, FORECLOSURES AND RETURNS
None List all property that has been repossessed by a creditor, sold at a
[X] foreclosure sale, transferred through a deed in lieu of foreclosure or
returned to the seller, within one year immediately preceding the
commencement of this case. (Married debtors filing under chapter 12 or
chapter 13 must include information concerning property of either or both
spouses whether or not a joint petition is filed, unless the spouses are
separated and a joint petition is not filed.)
NAME AND ADDRESS OF DATE OF REPOSESSION, DESCRIPTION AND
CREDITOR OR SELLER FORECLOSURE SALE, TRANSFER VALUE OF PROPERTY
OR RETURN
______________________________________________________________________
6a. ASSIGNMENTS AND RECEIVERSHIPS
None a. Describe any assignment of property for the benefit of creditors made
[X] within 120 days immediately preceding the commencement of this case.
(Married debtors filing under chapter 12 or chapter 13 must include any
assignment by either or both spouses whether or not a joint petition is
filed, unless the spouses are separated and a joint petition is not
filed.)
NAME AND ADDRESS DATE OF TERMS OF
OF ASSIGNEE ASSIGNMENT ASSIGNMENT
OR SETTLEMENT
______________________________________________________________________
None b. List all property which has been in the hands of a custodian,
[X] receiver, or court-appointed official within one year immediately
preceding the filing of this bankruptcy case. (Married debtors filing
under chapter 12 or chapter 13 must include information concerning
property of either or both spouses whether or not a joint petition is
filed, unless the spouses are separated and a joint petition is not
filed.)
NAME AND ADDRESS NAME AND DATE OF DESCRIPTION AND
OF CUSTODIAN LOCATION OF ORDER VALUE OF PROPERTY
COURT CASE TITLE
& CASE NUMBER
<PAGE>
_____________________________________________________________________
7. GIFTS
None List all gifts or charitable contributions made within one year
[X] immediately preceding the commencement of this case, except ordinary and
usual gifts to family members aggregating less than $200 in value per
individual family member and charitable contributions aggregating less than
$100 per recipient. (Married debtors filing under chapter 12 or chapter 13
must include gifts or contributions by either or both spouses whether or
not a joint petition is filed, unless the spouses are separated and a joint
petition is not filed.)
NAME AND RELATIONSHIP DATE OF DESCRIPTION AND
ADDRESS OF TO DEBTOR, GIFT VALUE OF GIFT
PERSON OR ORGANIZATION IF ANY
_____________________________________________________________________
8. LOSSES
None List all losses from fire, theft, other casualty or gambling within
[X] one year immediately preceding the commencement of this case or since the
commencement of this case. (Married debtors filing under chapter 12 or
chapter 13 must include losses by either or both spouses whether or not a
joint petition is filed, unless the spouses are separated and a joint
petition is not filed.)
DESCRIPTION AND DESCRIPTION OF CIRCUMSTANCES, AND, IF DATE OF
VALUE OF PROPERTY LOSS WAS COVERED IN WHOLE OR IN PART LOSS
BY INSURANCE, GIVE PARTICULARS
_____________________________________________________________________
9. PAYMENTS RELATED TO DEBT COUNSELING OR BANKRUPTCY
None List all payments made or property transferred by or on behalf of the
[_] debtor to any persons, including attorneys, for consultation concerning
debt consolidation, relief under the bankruptcy law or preparation of a
petition in bankruptcy within one year immediately preceding the
commencement of this case or since the commencement of this case.
NAME AND ADDRESS OF PAYEE DATE OF PAYMENT, AMOUNT OF MONEY OR
NAME OF PAYOR IF DESCRIPTION AND VALUE
OTHER THAN DEBTOR OF PROPERTY
Debtor's legal, consulting and
financial advisory fees
(including a retainer in
connection with the filing of the
Debtor's petition) have been
paid by the Debtor's affiliate,
Greate Bay Hotel and Casino,
Inc., which is also simultaneously
filing a Chapter 11 petition.
<PAGE>
___________________________________________________________________________
10. OTHER TRANSFERS
None a. List all other property, other than property transferred in the
[X] ordinary course of the business or financial affairs of the debtor,
transferred either absolutely or as security within one year immediately
preceding the commencement of this case. (Married debtors filing under
chapter 12 or chapter 13 must include transfers by either or both spouses
whether or not a joint petition is filed, unless the spouses are separated
and a joint petition is not filed.)
NAME AND ADDRESS OF TRANSFEREE, DATE DESCRIBE PROPERTY
RELATIONSHIP TO DEBTOR TRANSFERRED AND
VALUE RECEIVED
___________________________________________________________________________
11. CLOSED FINANCIAL ACCOUNTS
None List all financial accounts and instruments held in the name of the
[X] debtor or for the benefit of the debtor which were closed, sold, or
otherwise transferred within one year immediately preceding the
commencement of this case. Include checking, savings, or other financial
accounts, certificates of deposit, or other instruments; shares and share
accounts held in banks, credit unions, pension funds, cooperatives,
associations, brokerage houses and other financial institutions. (Married
debtors filing under 12 or chapter 13 must include information concerning
accounts or instruments held by either or both spouses whether or not a
joint petition is filed, unless the spouses are separated and a joint
petition is not filed).
NAME AND ADDRESS TYPE AND NUMBER OF AMOUNT AND
OF INSTITUTION ACCOUNT AND AMOUNT OF DATE OF
FINAL BALANCE SALE OR CLOSING
___________________________________________________________________________
12. SAFE DEPOSIT BOXES
None List each safe deposit or other box or depository in which the debtor
[X] has or had securities, cash, or other valuables within one year immediately
preceding the commencement of this case. (Married debtors filing under
chapter 12 or chapter 13 must include boxes or depositories of either or
both spouses whether or not a joint petition is filed, unless the spouses
are separated and a joint petition is not filed.)
NAME AND ADDRESS NAMES AND ADDRESSES DESCRIPTION OF DATE OF TRANSFER
OF BANK OR OTHER OF THOSE WITH ACCESS CONTENTS OR SURRENDER, IF ANY
DEPOSITORY TO BOX OR DEPOSITORY
___________________________________________________________________________
13. SETOFFS
None. List all setoffs made by any creditor, including a bank, against a
[X] debt or deposit of the debtor within 90 days preceding the commencement of
this case. (Married debtors filing under chapter 12 or chapter 13 must
include information concerning either or both spouses whether or not a
joint petition is filed, unless the spouses are separated and a joint
petition is not filed.)
NAME AND ADDRESS OF CREDITOR DATE OF AMOUNT
SETOFF OF SETOFF
<PAGE>
_____________________________________________________________________
14. PROPERTY HELD FOR ANOTHER PERSON
None List all property owned by another person that the debtor holds or
[X] controls.
NAME AND ADDRESS OF OWNER DESCRIPTION AND VALUE LOCATION OF PROPERTY
OF PROPERTY
__________________________________________________________________________
15. PRIOR ADDRESS OF DEBTOR
None
[_] If the debtor has moved within the two years immediately preceding the
commencement of this case, list all premises which the debtor occupied
during that period and vacated prior to the commencement of this case. If a
joint petition is filed, also any separate address of either spouse.
ADDRESS NAME USED DATES OF
OCCUPANCY
Two Galleria Tower N/A 9/93 to approximately 10/97
Suite 2200
13455 Noel Road
Dallas, TX 75240
<PAGE>
The following questions are to be completed by every debtor that is a
corporation or partnership and by any individual debtor who is or has been,
within the two years immediately preceding the commencement of this case, any of
the following: an office, director, managing executive, or owner of more than 5
percent of the voting securities of a corporation; a partner, other than a
limited partner, of a partnership, a sole proprietor or otherwise self-employed.
(An individual or joint debtor should complete this portion of the
statement only if the debtor is or has been in business, as defined above,
within the two years immediately preceding the commencement of this case.)
______________________________________________________________
16. NATURE, LOCATION AND NAME OF BUSINESS
None a. If the debtor is an individual, list the names and addresses of all
[_] businesses in which the debtor was an officer, director, partner, or
managing executive of a corporation, partnership, sole proprietorship,
or was a self-employed professional within the two years immediately
preceding the commencement of this case, or in which the debtor owned 5
percent or more of the voting or equity securities within the two years
immediately preceding the commencement of this case.
b. If the debtor is a partnership, list the names and addresses of all
businesses in which the debtor was a partner or owned 5 percent or more
of the voting securities, within the two years immediately preceding the
commencement of this case.
c. If the debtor is a corporation, list the names and addresses of all
businesses in which the debtor was a partner or owned 5 percent or more
of the voting securities within the two years immediately preceding the
commencement of this case.
<TABLE>
<CAPTION>
NAME ADDRESS NATURE OF BUSINESS BEGINNING AND ENDING
Dates of Operation
<S> <C> <C>
---------------------------------------------------------------------------
17a. BOOKS, RECORD AND FINANCIAL STATEMENTS
None a. List all bookkeepers and accountants who within the six years
[_] immediately preceding the filing of this bankruptcy case kept or
supervised the keeping of books of account and records of the debtor.
NAME AND ADDRESS DATES SERVICES RENDERED
</TABLE>
Mark Wolf, Assistant Controller 9/93 - Present
Two Galleria Tower, Suite 2200
13455 Noel Road, LB 48
Dallas, TX 75240
<PAGE>
___________________________________________________________________
None b. List all firms or individuals who within the two years immediately
[_] preceding the filing of this bankruptcy case have audited the books of
account and records, or prepared a financial statement of the debtor.
NAME ADDRESS DATES SERVICE
Arthur Andersen, LLP 101 Eisenhower Parkway 9/93 - Present
Roseland, NJ 07068-1099
___________________________________________________________________
None c. List all firms or individuals who at the time of the commencement of
[_] this case were in possession of the books of account and records of the
debtor. If any of the books of account and records are not available,
explain.
NAME ADDRESS
Mark Wolf, Assistant Controller Two Galleria Tower, Ste. 2200
13455 Noel Road, LB 48
Dallas, TX 75240
_________________________________________________________________________
None d. List all financial institutions, creditors and other parties,
[_] including mercantile and trade agencies, to whom a financial statement
was issued within the two years immediately preceding the commencement of
this case by the debtor.
NAME AND ADDRESS DATED ISSUED
Financial statements were included in Forms Quarterly & Annually
10-K and 10-Q filed with the Securities and
Exchange Commission, 450 Fifth Street,
N.W., Washington, D.C. 20549
State Street Bank & Trust Co. Quarterly & Annually
Corporate Trust Department
777 Main Street
Hartford, CT 06115
Attn: Steven Cimalore
_________________________________________________________________________
18A. INVENTORIES
None a. List the dates of the last two inventories taken of your property,
[X] the name of the person who supervised the taking of each inventory, and
the dollar amount and basis of each inventory.
DATE OF INVENTORY INVENTORY SUPERVISOR DOLLAR AMOUNT OF INVENTORY
(Specify cost, market or
other basis)
<PAGE>
_________________________________________________________________________
None b. List the name and address of the person having possession of the
[X] records of each of the two inventories reported in a., above.
DATE OF INVENTORY NAME AND ADDRESSES OF CUSTODIAN OF
INVENTORY RECORDS
_________________________________________________________________________
19A. CURRENT PARTNERS
None a. If the debtor is a partnership, list the nature and percentage of
[X] partnership interest of each member of the partnership.
NAME AND ADDRESS NATURE OF INTEREST PERCENTAGE OF INTEREST
_________________________________________________________________________
____________________________________________________________
None b. If the debtor is a corporation, list all officers and directors of
the corporation, and each stockholder who directly or indirectly owns,
[X] controls, or holds 5 percent or more of the voting securities of the
- corporation.
NAME AND ADDRESS TITLE NATURE AND PERCENTAGE
OF STOCK OWNERSHIP
See Insert A
------------------------------------------------------------
20A. FORMER PARTNERS
None a. If the debtor is a partnership, list each member who withdrew from
the partnership within one year immediately preceding the commencement
[X] of this case.
-
NAME ADDRESS DATE OF WITHDRAWAL
____________________________________________________________
None b. If the debtor is a corporation, list all officers, and directors
- whose relationship with the corporation terminated with one year
[ ] immediately preceding the commencement of this case.
-
NAME ADDRESS DATE OF TERMINATION
See Insert A
------------------------------------------------------------
21. WITHDRAWALS FROM A PARTNERSHIP OR DISTRIBUTION BY A CORPORATION
None If the debtor is a partnership or a corporation, list all
- withdrawals or distributions credited or given to an insider,
[X] including compensation in any form, bonuses, loans, stock redemptions,
- options exercised and any other perquisite during one year immediately
preceding the commencement of this case.
NAME & ADDRESS OF DATE AND AMOUNT OF MONEY
RECIPIENT, RELATIONSHIP PURPOSE OF WITHDRAWAL OR DESCRIPTION AND
TO DEBTOR VALUE OF PROPERTY
* * * * * *
<PAGE>
[If completed on behalf of a partnership or corporation]
I declare under penalty of perjury that I have read the answers contained in the
foregoing statement of financial affairs and any attachments thereto and that
they are true and correct to the best of my knowledge, information and belief.
Date January 5, 1998 Signature /s/ Timothy A. Ebling
_____________________ __________________________________
TIMOTHY A. EBLING,
Executive Vice President & Chief
Financial Officer
___________________________________
Print Name and Title
[An individual signing on behalf of a partnership or corporation must indicate
position or relationship to debtor.]
- --------------------------------------------------------------------------------
CERTIFICATION AND SIGNATURE OF NON-ATTORNEY BANKRUPTCY PETITION PREPARER (See 11
U.S.C. (S)110)
I certify that I am a bankruptcy petition preparer as defined in 11
U.S.C. (S)110, that I prepared this document for compensation, and that I have
provided the debtor with a copy of this document.
_____________________________________________________ _____________________
Printed or Typed Name of Bankruptcy Petition Preparer Social Security No.
______________________________
______________________________
Address
Names and Social Security numbers of all other individuals who prepared or
assisted in preparing this document:
If more than one person prepared this document, attach additional signed sheets
conforming to the appropriate Official Form for each person.
X
_____________________________________________________ _____________________
Signature of Bankruptcy Petition Preparer Date
A bankruptcy petition preparer's failure to comply with the provisions of title
11 and the Federal Rules of Bankruptcy Procedure may result in fines or
imprisonment or both 11 U.S.C. (S)110; 18 U.S.C. (S)156. (S)110; 18 U.S.C.
(S)156.
- --------------------------------------------------------------------------------
PENALTY FOR MAKING A FALSE STATEMENT: FINE OF UP TO $500,000 OR IMPRISONMENT FOR
UP TO 5 YEARS, OR BOTH. 18 U.S.C. (S)152 AND 3571
0 continuation sheets attached
----
<PAGE>
INSERT A TO STATEMENT OF FINANCIAL AFFAIRS FOR GB PROPERTY FUNDING CORP.
------------------------------------------------------------------------
Item 19(b) If the debtor is a corporation, list all officers and directors of
the corporation and each stockholder who directly or indirectly
owns, controls or holds 5 percent or more of the voting securities
of the corporation
<TABLE>
<CAPTION>
NATURE AND
PERCENTAGE OF
NAME AND ADDRESS TITLE STOCK OWNERSHIP
---------------- ----- ---------------
<S> <C> <C>
GB Holdings, Inc. Direct Shareholder 100% Common Stock
Indiana Avenue & Brighton Park
Atlantic City, NJ 08401
Pratt Casino Corp. Indirect Stockholder 100% Common Stock
Indiana Avenue & Brighton Park
Atlantic City, NJ 08401
PPI Corp. Indirect Stockholder 100% Common Stock
Indiana Avenue & Brighton Park
Atlantic City, NJ 08401
Greate Bay Casino Corp. Indirect Stockholder 100% Common Stock
Indiana Avenue & Brighton Park
Atlantic City, NJ 08401
J.E. Pratt Family Trust Indirect Stockholder Approx. 14.9%
6735 E. Park Drive Common Stock
Fort Worth, TX 76132
J.E. Pratt Co. I Indirect Stockholder Approx. 5.8%
6735 E. Park Drive Common Stock
Fort Worth, TX 76132
E. Pratt Family Trust Indirect Stockholder Approx. 6.7%
6735 E. Park Drive Common Stock
Fort Worth, TX 76132
</TABLE>
<PAGE>
Item 20(b) If the debtor is a corporation, list all officers and directors
whose relationship with the corporation terminated with one year
immediately preceding the commencement of this case.
<TABLE>
<CAPTION>
NAME ADDRESS DATE OF TERMINATION
---- ------- -------------------
<S> <C> <C>
Jack F. Pratt 6735 E. Park Drive 1-3-98
Chairman, President and Fort Worth, TX 76132
C.E.O. and Director
Edward T. Pratt, Jr. 6735 E. Park Drive 1-3-98
Vice Chairman and Director Fort Worth, TX 76132
William D. Pratt 6735 E. Park Drive 1-3-98
Executive Vice President, General Fort Worth, TX 76132
Counsel and Secretary and
Director
Edward T. Pratt III 6735 E. Park Drive 1-3-98
Executive Vice President and Director Fort Worth, TX 76132
Charles LaFrano III 6735 E. Park Drive 1-3-98
Vice President and Assistant Fort Worth, TX 76132
Secretary
John C. Hull 6735 E. Park Drive 1-3-98
Principal Accounting Officer Fort Worth, TX 76132
</TABLE>
<PAGE>
UNITED STATES BANKRUPTCY COURT
DISTRICT OF NEW JERSEY
In re GB Property Funding Corp. ,
---------------------------------- Case No. 98-
Debtor -----------------
Chapter Chapter 11
-----------------
VERIFICATION OF LIST OF CREDITORS
I hereby certify under penalty of perjury that the attached List of
Creditors which consists of 1 page, is true, correct and complete to the
best of my knowledge.
Date January 5, 1998 Signature /s/ TIMOTHY A. EBLING
------------------ ----------------------------------
TIMOTHY A. EBLING,
Executive Vice President,
Chief Financial Officer
Paul R. DeFilippo
Gibbons, Del Deo, Dolan,
Griffinger & Vecchione
One Riverfront Plaza
Newark, NJ 07102-5497
973-596-4500
973-596-0545
<PAGE>
State Street Bank & Trust
Company
Corporate Trust Department
777 Main Street
Hartford, CT 06115
Attn: Steven Cimalore
