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):
August 14, 2000
GB PROPERTY FUNDING CORP.
GB HOLDINGS, INC.
GREATE BAY HOTEL AND CASINO, INC.
(Exact name of Registrant as specified in its Charter)
Delaware 75-2502290
Delaware 75-2502293
New Jersey 33-69716 22-2242014
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(State or other juris- (Commission (IRS Employer
diction of incorporation) File Number) Identification
Number)
c/o Sands Hotel & Casino
Indiana Avenue and Brighton Park, 9th Floor
Atlantic City, New Jersey
08401
(Address of principal executive office) (Zip Code)
Registrant's telephone number including area code: (609) 441-4517
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Not Applicable
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(Former name and former address, as changed since last report)
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Item 3. Bankruptcy or Receivership
On August 14, 2000 (the "Confirmation Date"), the United States Bankruptcy Court
for the District of New Jersey entered an order (the "Confirmation Order")
confirming the Modified Fifth Amended Joint Plan of Reorganization Under Chapter
11 of the Bankruptcy Code Proposed by the Official Committee of Unsecured
Creditors and High River (the "Plan") for the Company. The Plan will take effect
and will be consummated on the Effective Date, which is expect to occur as soon
as practicable. The following summary of the Plan is qualified by reference to
the Plan, the Second Amended Master Disclosure Statement, and the Fifth Amended
Supplement to the Master Disclosure Statement dated April 7, 2000. Copies of the
Plan and the Confirmation Order are attached hereto as Exhibits 1 and 2.
Capitalized terms that are not defined herein shall have the meanings given them
under the Plan.
On the Effective Date, the Company's existing securities, including its 10 7/8%
First Mortgage Notes due January 15, 2004 (the "Old Notes") and all of the
Company's issued and outstanding shares of common stock (the "Old Common Stock")
will be canceled, extinguished, and of no further force and effect. Also on the
Effective Date (or soon thereafter as is practicable) upon compliance with the
Plan, holders of the Old Notes on the Confirmation Date will be entitled to
receive a distribution of a pro rata share of: (i) the New Notes, and (ii)
5,375,000 shares of New Common Stock (the "Stock Distribution").
Other creditors of the Company will receive the following Distributions pursuant
to the Plan:
(i) Except as set forth below as to fees and expenses of the Old Notes
Trustee, Allowed Administrative Operating Expense Claims will be paid
in Cash, on the Effective Date, or, if such Claim becomes Allowed
after the Effective Date, within five (5) days after such Claim
becomes Allowed.
(ii) At the option of the Proponents, each holder of an Allowed Priority
Tax Claim shall be paid the full amount of such Allowed Priority Tax
Claim, (a) in Cash, on the later of (i) the Effective Date (or as
soon thereafter as is practicable, but no later than ten (10) days
after the Effective Date), or (ii) the first Business Day after such
Claim becomes an Allowed Claim (or as soon thereafter as is
practicable); or (b) in equal quarterly installments of principal and
interest at the applicable legal rate over a period not to exceed six
(6) years from the date of assessment of such Priority Tax Claim.
(iii) After application to the Bankruptcy Court within sixty (60) days
after the Effective Date and approval of such application by Final
Order, the Reorganized Debtors will pay all Allowed fees and expenses
of the Old Notes Trustee incurred in or in connection with the Cases.
(iv) Each Holder of a Priority Claim shall be paid the Allowed amount of
such Claim, including all applicable interest and other charges to
which the Holder of such Allowed Priority Claim may be entitled under
applicable law or contract, to the extent permitted
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under the applicable provision of Section 507(a) of the Bankruptcy
Code, in Cash, on the later of: (a) the Effective Date (or as soon
thereafter as is practicable) and (b) the first Business Day after
such Claim becomes an Allowed Claim (or as soon thereafter as is
practicable).
(v) On the Effective Date, the agreements giving rise to Other Secured
Claims shall be reinstated and all defaults thereunder shall be cured
pursuant to Section 1124 of the Bankruptcy Code.
(vi) Each holder of a General Unsecured Claim shall be entitled to
receive, in Cash, its pro rata share of the Unsecured Creditors
Fund. The Unsecured Creditors Fund shall consist of Cash
deposited by the Reorganized Debtors on the Effective Date (the
"Fund Deposit") equal to $5,360,000.
(vii) Holders of Intercompany Note Claims shall be allocated New Common
Stock in an amount equal to approximately 995,079 shares. However,
pursuant to Section 510 of the Bankruptcy Code, all New Common Stock
so allocated shall be distributed to Holders of Old Notes, on account
of and pursuant to the subordination provisions of the Intercompany
Notes. Those shares are included in the Stock Distribution referred
to above. Holders of Claims in this Class shall retain no
distribution in respect of their Claims.
(viii) Holders of Other Subordinated Claims shall receive no distribution in
respect of their Claims.
As of the Effective Date all the Old Common Stock will be canceled and
an aggregate of 10 million shares of New Common Stock will be issued and
outstanding.
Item 7(c). Exhibits
1. Modified Fifth Amended Joint Plan of Reorganization
under Chapter 11 of The Bankruptcy Code Proposed by The Official
Committee of Unsecured Creditors and High River
(filed herein as Exhibit 1 to the Confirmation Order).
2. Order Confirming Modified Fifth Amended Joint Plan of
Reorganization under Chapter 11 of The Bankruptcy Code
Proposed by The Official Committee of Unsecured Creditors
and High River.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
GB PROPERTY FUNDING CORP.
Dated: August 21, 2000 By: /s/ Timothy A. Ebling
Name: Timothy A. Ebling
Title: Executive Vice President
and Chief Financial Officer
GB HOLDINGS, INC.
Dated: August 21, 2000 By: /s/ Timothy A. Ebling
Name: Timothy A. Ebling
Title: Executive Vice President
and Chief Financial Officer
GREATE BAY HOTEL AND CASINO, INC.
Dated: August 21, 2000 By: /s/ Timothy A. Ebling
Name: Timothy A. Ebling
Title: Executive Vice President
and Chief Financial Officer
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Exhibit Index
No. Exhibit
1. Modified Fifth Amended Joint Plan of
Reorganization under Chapter 11 of The
Bankruptcy Code Proposed by The Official
Committee of Unsecured Creditors and High
River (filed herein as Exhibit 1 to the
Confirmation Order).
2. Order Confirming Modified Fifth Amended Joint
Plan of Reorganization under Chapter 11 of The
Bankruptcy Code Proposed by The Official
Committee of Unsecured Creditors and
High River.
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