Securities and Exchange Commission
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
GB HOLDINGS, INC.
GB PROPERTY FUNDING CORP.
GREATE BAY HOTEL AND CASINO, INC.
.........................................................
(Exact Name of Registrant as Specified in its Charter)
Delaware 75-2502293
Delaware 75-2502290
New Jersey 22-2242014
....................................................................
(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
c/o Sands Hotel & Casino
Indiana Avenue & Brighton Park
Atlantic City, New Jersey 08401
....................................................................
(Address of Principal Executive Offices) (Zip Code)
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [ ]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [X]
Securities Act registration statement file number to which this form relates:
_____________________________ (if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value
.........................................................
(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
DESCRIPTION OF CAPITAL STOCK OF GB HOLDINGS, INC.
GENERAL
GB Holdings, Inc., a Delaware corporation ("Holdings") is authorized,
pursuant to its Restated Certificate of Incorporation, to issue up to 20,000,000
shares of common stock, $.01 par value per share (the "Common Stock"), and up to
5,000,000 shares of undesignated preferred stock, $.01 par value per share. As
of September 29, 2000, there were 10,000,000 shares of Common Stock outstanding,
assuming conversion of all 10 7/8% First Mortgage Notes due 2004 (the "Old
Notes") of GB Property Funding Corp. ("Funding") into 11% First Mortgage Notes
due 2005 (the "New Notes") of Funding and Common Stock of Holdings in accordance
with the order of the United States Bankruptcy Court for the District of New
Jersey entered on August 14, 2000 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 for Holdings, Funding
and Greate Bay Hotel and Casino, Inc.
COMMON STOCK
Subject to the rights described below of holders of preferred stock,
holders of Common Stock are entitled to one vote for each share held on all
matters submitted to a vote of the stockholders and do not have cumulative
voting rights. Accordingly, holders of a majority of the shares voted can elect
all of the directors then standing for election. Holders of Common Stock are
entitled to receive ratably any dividends that may be declared by the board of
directors out of legally available funds, subject to any preferential dividend
rights of any outstanding preferred stock. Upon Holdings' liquidation,
dissolution or winding up, the holders of Common Stock are entitled to receive
ratably Holdings' net assets available after the payment of all debts and other
liabilities, subject to the prior rights of any outstanding preferred stock.
Holders of Common Stock have no preemptive, subscription, redemption or
conversion rights. The outstanding shares of Common Stock are, and the shares
distributed by Holdings will be upon conversion of the Old Notes, fully paid and
non-assessable. The rights, preferences and privileges of holders of Common
Stock are subject to, and may be adversely affected by, the rights of holders of
shares of any series of preferred stock that Holdings may designate and issue in
the future without further stockholder approval.
PREFERRED STOCK
Holdings' board of directors is authorized without further stockholder
approval to issue from time to time up to an aggregate of 5,000,000 shares of
preferred stock in one or more series. The board of directors has discretion to
fix or alter the designations, preferences, rights, qualifications, limitations
or restrictions of the shares of each series, including the dividend rights,
dividend rates, conversion rights, voting rights, term of redemption including
sinking fund provisions, redemption price or prices, liquidation
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preferences and the number of shares constituting any series or designations
of such series without further vote or action by the stockholders. As a
result, the board of directors is able to issue preferred stock and determine
its rights and preferences without a stockholder vote on specific issuances.
The issuance of preferred stock, while providing desirable flexibility in
connection with possible acquisitions and other corporate purposes, could make
it more difficult for a third party to acquire, or could discourage a third
party from acquiring, a majority of Holdings' outstanding voting stock.
DELAWARE LAW AND CHARTER AND BY-LAW PROVISIONS
Holdings has elected not to be subject to the provisions of Section 203
of the General Corporation Law of Delaware. In general, the statute prohibits a
publicly held Delaware corporation from engaging in a "business combination"
with an "interested stockholder" for a period of three years after the date of
the transaction in which the person became an interested stockholder, unless the
business combination is approved in a prescribed manner. A "business
combination" includes mergers, asset sales and other transactions resulting in a
financial benefit to the interested stockholder. Subject to some exceptions, an
"interested stockholder" is a person who, together with affiliates and
associates, owns, or within three years did own, 15% or more of the
corporation's voting stock.
Delaware's corporation law provides generally that the affirmative vote
of a majority of the shares entitled to vote on any matter is required to amend
a corporation's certificate of incorporation or by-laws, unless a corporation's
certificate of incorporation or by-laws, as the case may be, requires a greater
percentage. Holdings' amended and restated by-laws may be amended or repealed by
a majority vote of the board of directors or the holders of a majority of the
shares of Holdings' capital stock issued and outstanding and entitled to vote.
Holdings' certificate of incorporation provides that all of
its securities (as defined by the New Jersey Casino Control Act (the "Act")) are
held subject to the condition that, if a holder thereof is found to be
disqualified by the New Jersey Casino Control Commission pursuant to the
provisions of the Act, such holder shall (a) dispose of his or her interest in
Holdings; (b) not receive any dividends or interest upon any such securities;
(c) not exercise, directly or through any trustee or nominee, any voting right
conferred by such securities; and (d) not receive any remuneration in any form
from Holdings for services rendered or otherwise. If any unsuitable or
disqualified holder fails to dispose of his securities within 180 days following
such disqualification, (i) such securities shall be subject to redemption by
Holdings, by action of the Board of Directors, if in the judgment of the Board
of Directors such action should be taken, pursuant to Section 151(b) of the
General Corporation Law of Delaware, to the extent necessary to prevent the loss
or secure the reinstatement of any government-issued license or franchise held
by Holdings or any subsidiary thereof to conduct any portion of the business of
Holdings or such subsidiary, which license or franchise is conditioned upon some
or all of the holders of Holdings' securities possessing prescribed
qualifications, and (ii) such unsuitable or disqualified holder shall indemnify
Holdings for any and all direct or
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indirect costs, including attorneys' fees, incurred by Holdings as a result
of such holder's continuing ownership or failure to divest promptly. The
redemption price for all securities to be so redeemed by Holdings shall be the
par value per share thereof.
Item 2. Exhibits.
2.1 Certificate of Incorporation, as amended, of Holdings.
2.2 By-laws of Holdings.
Signature
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereto duly authorized.
GB HOLDINGS, INC.
By:/s/ Timothy A. Ebling
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Timothy A. Ebling
Chief Financial Officer
GB PROPERTY FUNDING CORP.
By:/s/ Timothy A. Ebling
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Timothy A. Ebling
Chief Financial Officer
GREATE BAY HOTEL AND CASINO, INC.
By:/s/ Timothy A. Ebling
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Timothy A. Ebling
Chief Financial Officer
