Commission File Number 33-69716
PRESS RELEASE
Alfred J. Luciani, President & CEO of the Sands Hotel & Casino announced today
that GB Holdings, Inc. (the "Company") the parent company of the Sands Hotel &
Casino, has today submitted a proposal to acquire the Claridge Casino Hotel in
Atlantic City, New Jersey, that would permit the Claridge to emerge promptly
from Chapter 11 bankruptcy proceedings. The proposal, which would include the
issuance by the Company of approximately 7.2 million shares of its common stock,
is currently under review by the Claridge. Luciani said, "The transaction is
beneficial to the Sands stockholders. It is expected to be immediately accretive
to the Sands and would permit the combined companies to go forward as strong
competitors in a marketplace that already includes a number of companies
operating at multiple locations. With the consummation of this transaction the
combined Sands-Claridge would be in a position to compete as equals with those
companies. In addition, our proposal is clearly in the best interests of the
Claridge employees, as the Sands would continue operations of the Claridge
facility as a casino hotel."
The Company believes that the offer is superior to alternative proposals when
viewed from the perspective of the amount and form of consideration, the lack of
risk of non-confirmation of the proposal, the timing and certainty of completion
of the transaction, the structure of the proposal, and regulatory implications.
Luciani stated that he anticipated the regulatory approvals for the acquisition
would likely be obtained expeditiously. "GB Holdings, which is currently
licensed to own the Sands Hotel & Casino, would not face the type of opposition
based on economic concentration, as would be inherent in an application by a
large, multiple-licensed casino operator in Atlantic City."
Certain information included in this press release contains statements that are
forward-looking, such as statements relating to future performance and business
development activities and competition. Such forward-looking information
involves important risks and uncertainties that could significantly affect
anticipated results in the future and, accordingly, such results may differ from
those expressed in any forward-looking statements made by or on behalf of the
Company. These risks and uncertainties include, but are not limited to, those
relating to development and construction activities, dependence on existing
management, leverage and debt service (including sensitivity to fluctuations in
the interest rates), domestic or global economic conditions, activities of
competitors and the presence of new or additional competition, fluctuations and
changes in customer preferences and attitudes, changes in federal or state tax
laws of the
<PAGE>
administration of such laws and changes in gaming laws or regulations (including
the legalization of gaming in certain jurisdictions). For more information
regarding the Company and risks applicable to its business, please review the
filings of the Company and its affiliates, GB Property Funding Corp. and Greate
Bay Hotel and Casino, Inc. with the Securities and Exchange Commission (the
"Commission"), including the Company's reports on Forms 10-K and 10-Q.
IMPORTANT: INVESTORS ARE URGED TO READ RELEVANT DOCUMENTS THAT MAY HEREAFTER BE
FILED WITH THE COMMISSION REGARDING THIS TRANSACTION BECAUSE THEY MAY CONTAIN
IMPORTANT INFORMATION. NO SUCH DOCUMENTS REGARDING THIS TRANSACTION HAVE YET
BEEN FILED. SUCH DOCUMENTS, IF FILED, WILL BE AVAILABLE WITHOUT CHARGE FROM THE
COMMISSION'S WEBSITE (HTTP://WWW.SEC.GOV).
2
