SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM T-3
APPLICATION FOR QUALIFICATION OF INDENTURE
UNDER THE TRUST INDENTURE ACT OF 1939
GB PROPERTY FUNDING CORP.
--------------------------
(Name of Applicant)
c/o Sands Hotel & Casino
Indiana Avenue & Brighton Park
Atlantic City, New Jersey 08401
----------------------------------------------
(Address of principal executive offices)
SECURITIES TO BE ISSUED UNDER INDENTURE TO BE QUALIFIED:
Title of Class Amount
-------------- ------
11% First Mortgage Notes due 2005 $110,000,000
-------------------------
Approximate Date of Proposed Public Offering:
As soon as practicable after the
effective date of this application.
--------------------------
Frederick Kraus
c/o Sands Hotel & Casino
Indiana Avenue & Brighton Park
Atlantic City, New Jersey 08401
(Name and Address of Agent for Service)
With a copy to:
Marc Weitzen, Esq.
Icahn Associates Corp.
767 Fifth Avenue
New York, New York 10153
---------------------
The applicant hereby amends this application for qualification on such date or
dates as may be necessary to delay its effectiveness until: (i) the 20th day
after the filing of a further amendment which specifically states that it shall
supersede this amendment, or (ii) such date as the Commission, acting pursuant
to Section 307(c) of the Trust Indenture Act of 1939, as amended (the "TIA"),
may determine upon the written request of the applicant.
GENERAL
ITEM 1. GENERAL INFORMATION.
(a) FORM OF ORGANIZATION.
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Corporation.
(b) STATE OR OTHER SOVEREIGN POWER UNDER THE LAWS OF WHICH
ORGANIZED.
Delaware.
ITEM 2. SECURITIES ACT EXEMPTION APPLICABLE.
GB Property Funding Corp. (the "Applicant" or the
"Company")relies upon Section 1145(a)(1) of the Bankruptcy
Reform Act of 1978, as amended, Title 11, United States Code
(the "Bankruptcy Code"), as the basis for its claim that
registration of the offer and sale, pursuant to the Plan
(defined below) of the 11% First Mortgage Notes due 2005 (the
"Notes") to be issued by the Company under an indenture (the
"Indenture") to be dated as of the effective date of the Plan
(the "Effective Date"), among the Company and Wells Fargo Bank
Minnesota, National Association (the "Trustee"), is not
required under the Securities Act of 1933, as amended (the
"Securities Act").
On January 5, 1998, the Company filed a petition for relief
under Chapter 11 ("Chapter 11") of the Bankruptcy Code in the
United States District Court for the District of New Jersey.
The case is being administered under case number 98-10001
(JW). The Company has continued to operate its business and
manage its properties as a debtor-in-possession pursuant to
the Bankruptcy Code. The Company is a wholly-owned subsidiary
of GB Holdings Inc., a Delaware corporation ("Holdings"). The
Notes are to be guaranteed by Holdings and Greate Bay Hotel
and Casino, Inc., a New Jersey corporation ("GBHC").
The Company proposes to issue the Notes pursuant to the
Modified Fifth Amended Joint Plan of Reorganization for the
Company dated June 16, 2000 (the "Plan"). The Plan has not yet
been confirmed by the Bankruptcy Court.
AFFILIATIONS
ITEM 3 AFFILIATES.
The following diagram sets forth the relationship among the
Company and all of its affiliates, including their respective
percentages of voting securities, as of the date hereof.
Greate Bay Casino Corporation
|
(100%)
PPI CORPORATION
|
(100%)
Greate Bay Holdings, LLC
|
(79%)
GB Holdings, Inc.
| |
(100%) (100%)
Greate Bay Hotel and Casino, Inc. GB Property Funding Corp.
The following diagram sets forth the relationship among the Company and all of
its affiliates, including their respective percentages of voting securities, as
they are expected to be constituted as of the Effective Date:
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Carl C. Icahn*
|
(64.5%)
GB Holdings, Inc.
|
| |
(100%) (100%)
Greate Bay Hotel and Casino, Inc. GB Property Funding Corp.
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* Mr. Icahn will hold the interest in GB Holdings, Inc. through affiliates
controlled by Mr. Icahn.
MANAGEMENT AND CONTROL
ITEM 4. DIRECTORS AND EXECUTIVE OFFICERS.
The following persons serve as directors and executive
officers of the Applicant as of the date hereof:
NAME AND ADDRESS* OFFICE
Timothy A. Ebling Executive Vice President
Chief Financial Officer
and Director
Frederick H. Kraus Executive Vice President,
General Counsel,
Secretary and Director
Alfred J. Luciani President and Chief
Exeuctive Officer
At the Effective Date, the following will be the directors and
executive officers of the Applicant
NAME AND ADDRESS* OFFICE
Carl C. Icahn Director
Martin L. Hirsch Director
Robert J. Mitchell Director
Michael L. Ashner Director
Timothy A. Ebling Executive Vice President
Chief Financial Officer
and Director
Frederick H. Kraus Executive Vice President,
General Counsel,
Secretary and Director
Alfred J. Luciani President and Chief
Executive Officer
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*The mailing address for each director and executive officer
is and as of the Effective Date will be c/o Sands Hotel &
Casino, Indiana & Brighton Park, Atlantic City, New Jersey
08401
ITEM 5. PRINCIPAL OWNERS OF VOTING SECURITIES*.
Presented below is certain information regarding each person
owning 10% or more of the Company's voting securities as of
the date hereof and as of the Effective Date:
<TABLE>
<S> <C> <C> <C> <C>
NAME AND COMPLETE TITLE OF CLASS AMOUNT PERCENTAGE OF VOTING
MAILING ADDRESS* OWNED OWNED SECURITIES OWNED
------------------------------------ --------------------- ---------------- --------------------------
As of the date hereof: GB Holdings, Inc. Common Stock 1,000 100%
As of Effective Date: GB Holdings, Inc. Common Stock 250 100%
------------------
</TABLE>
*The mailing address of each stockholder is and at the
Effective Date will be c/o Sands Hotel & Casino, Indiana &
Brighton Park, Atlantic City, New Jersey 08401.
UNDERWRITERS
ITEM 6. UNDERWRITERS.
(a) PERSONS ACTING AS UNDERWRITERS WITHIN LAST THREE YEARS.
None.
(b) PROPOSED PRINCIPAL UNDERWRITER OF SECURITIES PROPOSED TO
BE OFFERED.
None.
CAPITAL SECURITIES
ITEM 7. CAPITALIZATION.
(a) CAPITALIZATION.
The Company's Certificate of Incorporation provides for the
authorization of 1,000 shares of Common Stock, $1.00 par value
(the "Common Stock"). The following information is provided
with respect to each authorized class of securities of the
Applicant:
As of the date hereof:
TITLE OF CLASS AMOUNT AUTHORIZED AMOUNT OUTSTANDING
-------------- ----------------- ------------------
Common Stock 1,000 shares 1,000 shares
$1.00 par value
10 7/8%First Mortgage
Notes due 2004 $185 million $182.5 million*
*Approximately $523,000 as a reduction in principle of this amount are
held by State Street Bank and Trust Company as the trustee for these
notes.
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Estimated as of the Effective Date:
TITLE OF CLASS AMOUNT AUTHORIZED AMOUNT OUTSTANDING
-------------- ----------------- ------------------
Common Stock 1,000 shares 100 shares
$1.00 par value
11% First Mortgage
Notes due 2005 $110 million $110 million
(b) VOTING RIGHTS.
Each share of the common stock of the Company issued and
outstanding has one vote with respect to all matters submitted
to a vote of stockholders.
INDENTURE SECURITIES
ITEM 8. ANALYSIS OF INDENTURE PROVISIONS.
The following analysis of Indenture provisions required under
Section 305(a)(2) of the Trust Indenture Act of 1939, as
amended ("TIA") is a summary and is qualified in its entirety
by reference to the Indenture, a copy of which is filed as an
exhibit to this application. Capitalized terms used herein and
not otherwise defined shall have the meanings given them in
the Indenture.
EVENTS OF DEFAULT; WITHHOLDING OF NOTICE OF DEFAULT
The Indenture defines an Event of Default as (i) the failure
by the Company to pay installments of interest on the Notes as
and when the same become due and payable and the continuance
of any such failure for 30 days, (ii) the failure by the
Company to pay all or any part of the principal or premium, if
any, on the Notes when and as the same become due and payable
at maturity, redemption, by acceleration, or otherwise, (iii)
the failure by Holdings or any of its Subsidiaries (including
the Company) to observe or perform any other covenant,
agreement, or warranty contained in the Security Documents,
the Notes or the Indenture and, subject to certain exceptions,
the continuance of such failure for a period of 60 days after
written notice is given to the Company by the Trustee or to
the Company and to the Trustee by the Holders in excess of 50%
in aggregate principal amount of the Notes outstanding, (iv)
certain events of bankruptcy, insolvency, or reorganization in
respect of Holdings or any of its Subsidiaries (including the
Company), (v) the occurrence of one or more defaults by
Holdings or any of its Subsidiaries (including the Company) in
the payment of the principal of or premium, if any, on
Indebtedness aggregating $5 million or more, when the same
becomes due and payable at the stated maturity thereof, and
such default or defaults shall have continued after any
applicable grace period and shall not have been cured or
waived, or in accordance with the terms of an agreement or
instrument binding upon Holdings or any of its Subsidiaries
(including the Company), Indebtedness of Holdings or any of
its Subsidiaries (including the Company) aggregating $5
million or more shall have been accelerated or otherwise
declared due and payable, or required to be prepaid or
repurchased (other than by regularly scheduled required
prepayment), prior to the stated maturity thereof; or (vi) any
Person entitled to do so after the occurrence of any event of
default under any agreement or instrument evidencing any
indebtedness in excess of $5 million in the aggregate of
Holdings or
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any of its Subsidiaries, shall notify the Trustee of the
intended sale or disposition of any assets of Holdings or any
of its Subsidiaries that have been pledged to or for the
benefit of such Person to secure such Indebtedness or shall
commence proceedings, or take any action (including by way of
set-off) to retain in satisfaction of any Indebtedness, or to
collect on, seize, dispose of or apply, any such assets of
Holdings or any of its Subsidiaries (including funds on
deposit or held pursuant to lock-box and other similar
arrangements), pursuant to the terms of any agreement or
instrument evidencing any such Indebtedness of Holdings or any
of its Subsidiaries (including the Company) or in accordance
with applicable law; or (vii) final judgments aggregating at
least $10 million rendered against Holdings or any of its
Subsidiaries (including the Company) and not stayed, bonded or
discharged within 60 days, or (viii) any of the Security
Documents not being in full force and effect in any material
respect or ceasing to give the Trustee, with respect to any
material amount of Collateral, a perfected first priority
security interest in the Collateral or (ix) the cessation of
substantially all gaming operations at the Sands Hotel and
Casino located in Atlantic City, New Jersey (the "Sands") for
more than 60 consecutive days, except as a result of an Event
of Loss, or (x) the loss by Greate Bay Hotel and Casino, Inc,
or its successor or assigns of its legal right to own or
operate the Sands and such loss continuing for more than 60
consecutive days. The Indenture provides that if a default
occurs and is continuing and if it is known to the Trustee,
the Trustee must, within 90 days after the occurrence of such
default, give to the Holders notice of such default; provided,
that, except in the case of default in payment of principal
of, premium, if any, or interest on the Notes, the Trustee
will be protected in withholding such notice if it in good
faith determines that the withholding of such notice is in the
interest of the holders of the Notes. If an Event of Default
occurs and is continuing (other than an Event of Default
specified in clause (iv), above relating to the Company or its
Subsidiaries, including the Company), then in every such case,
unless the principal of all of the Notes shall have already
become due and payable, the Trustee and the Holders of in
excess of 50% in aggregate principal amount of Notes then
outstanding, by notice in writing to the Company and the
guarantors of the Notes (an "Acceleration Notice"), may
declare all principal of the Notes, and accrued interest
thereon, to be due and payable immediately. If an Event of
Default specified in clause (iv) above, relating to Holdings
or its Subsidiaries occurs, all principal and accrued interest
thereon will be immediately due and payable on all outstanding
Notes without any declaration or other act on the part of the
Trustee or the Holders. The Holders of not less than a
majority in aggregate principal amount of Notes generally are
authorized to waive such declarations of acceleration if (a)
the Company has paid or deposited with the Trustee a sum
sufficient to pay all accrued and unpaid interest on the
Notes, the principal, and premium, if any, of any Notes which
would become due otherwise than by such acceleration and
certain other items, and (b) all existing Events of Default,
other than the non-payment of the principal of, premium, if
any, and interest on the Notes which have become due solely by
such acceleration, have been cured or waived.
Prior to the declaration of acceleration of the Notes, the
Holders of a majority in aggregate principal amount of the
Notes at the time outstanding may waive on behalf of all the
Holders any default or potential default, except a default or
potential default in the payment of principal of, premium, if
any, or interest on any Notes, not yet cured.
Subject to the provisions of the Indenture relating to the
duties of the Trustee, the Trustee is under no obligation to
exercise any of its rights or powers under the Indenture at
the request, order, or
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direction of any of the Holders which might involve personal
liability to it, unless the Trustee has obtained appropriate
indemnity. Subject to all provisions of the Indenture and
applicable law, the Holders of a majority in aggregate
principal amount of the Notes at the time outstanding have the
right to direct the time, method, and place of conducting any
proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred on the Trustee.
AUTHENTICATION AND DELIVERY OF THE NOTES; APPLICATION OF
PROCEEDS
A Note shall not be valid until an authorized signatory of the
Trustee manually signs the certificate of authentication on
the Note, but such signature shall be conclusive evidence that
the Note has been authenticated pursuant to the terms of the
Indenture and is entitled to the benefits of the Indenture.
The Trustee shall authenticate Notes for original issue in the
aggregate principal amount of up to $110,000,000 upon a
written order of the Company. Upon the written order of the
Company, the Trustee shall authenticate Notes in substitution
of Notes originally issued to reflect any name change of the
Company.
Notes shall be issuable only in registered form without coupons
in denominations of $1,000 and any integral multiple.
The Notes will be issued pursuant to the Plan. There will be no
proceeds from the issuance of the Notes.
RELEASE OR RELEASE AND SUBSTITUTION OF PROPERTY SUBJECT TO THE
LIEN OF THE INDENTURE
The Notes will be secured by a lien on substantially all of
the assets of Holdings and its Subsidiaries (including the
Company), owned by them on the date of issuance of the Notes,
other than cash, cash equivalents, gaming receivables and
revenue and investments in securities issued by and monies
deposited with, the Casino Reinvestment Development Authority
of the State of New Jersey (the "Collateral"). The liens on
the Collateral securing the Notes will be subject and inferior
to any liens granted from time to time to secure up to $25
million of indebtedness for working capital purposes.
Under certain circumstances specified in the Security
Agreement, Holdings or its Subsidiaries (including the
Company) may dispose of Collateral free from the security
interests in connection with an Asset Sale. Holdings or any
Subsidiary, as the case may be, shall cause such Net Cash
Proceeds of any Asset Sale pursuant to Section 1017 of the
Indenture that involves the sale of Collateral or any Event of
Loss that involves a loss of Collateral to be deposited in the
Collateral Account on the business day on which such Net Cash
Proceeds are received by Holdings or such Subsidiary.
Collateral Proceeds (including any earnings thereon) may be
released from the Collateral Account in order to, and in only
such amount as is required to, (x) pay the principal amount of
Securities tendered pursuant to an Asset Sale Offer or Event
of Loss Offer or (y) make a Permitted Related Investment;
PROVIDED that upon consummation of such Permitted Related
Investment the Trustee shall have received a first priority
security interest in the property or assets acquired by
Holdings or any of its Subsidiaries (including the Company) in
connection therewith.
Upon satisfaction and discharge of the Indenture, the
Trustee's lien on the Collateral will be released. In
connection with any release of any lien in favor of the
Trustee granted pursuant to the Security
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Documents on the Collateral, the Company and the Guarantors
shall comply, to the extent required thereby, with the
applicable provisions of Section 314 of the TIA.
SATISFACTION AND DISCHARGE OF THE INDENTURE
The Indenture shall upon a Company Request cease to be of
further effect (except as to surviving rights of registration
of transfer or exchange of Securities) and the Trustee, at the
expense of the Company, is required to execute proper
instruments acknowledging satisfaction and discharge of the
Indenture and releasing all liens and security interests in
the Collateral when (1) either (a) all Notes theretofore
authenticated and delivered (other than (i) Notes which have
been destroyed, lost or stolen and which have been replaced or
paid and (ii) Notes for whose payment money has theretofore
been deposited in trust with the Trustee or any paying agent
or segregated and held in trust by the Company and thereafter
repaid to the Company or discharged from such trust) have been
delivered to the Trustee for cancellation; or (b) all such
Notes not theretofore delivered to the Trustee for
cancellation (i) have become due and payable, or (ii) will
become due and payable at their stated maturity within one
year, or (iii) are to be called for redemption within one year
under arrangements satisfactory to the Trustee for the giving
of notice of redemption by the Trustee in the name, and at the
expense, of the Company, and the Company, in the case of (i),
(ii) or (iii) above, has irrevocably deposited or caused to be
deposited with the Trustee as trust funds in trust for the
purpose an amount sufficient to pay and discharge the entire
indebtedness on such Securities not theretofore delivered to
the Trustee for cancellation, for principal (and premium, if
any) and interest to the date of such deposit (in the case of
Securities which have become due and payable) or to the Stated
Maturity or Redemption Date, as the case may be; (2) the
Company has paid or caused to be paid all other sums payable
hereunder by the Company; and (3) the Company has delivered to
the Trustee an officers' certificate and an Opinion of
Counsel, each stating that all conditions precedent provided
for in Section 401 of the Indenture relating to the
satisfaction and discharge of this Indenture have been
complied with.
EVIDENCE TO BE FURNISHED TO TRUSTEE AS TO COMPLIANCE WITH CONDITIONS AND
COVENANTS
Holdings, GBHC and the Company are required to furnish to the
Trustee, within 120 days after the end of each fiscal quarter
or 105 days after the end of a fiscal year, a brief
certificate from an officer as to such persons knowledge of
the compliance of Holdings, GBHC and the Company with all
conditions and covenants under the Indenture and the Security
Documents.
Holdings is required, so long as any of the Notes are
outstanding, to deliver to the Trustee within five business
days of the occurrence of any Default, an officers'
certificate specifying such Default.
Holdings, GBHC and the Company, where applicable, are required
to deliver to the Trustee, within 15 days after it files them
with the Securities and Exchange Commission, copies of all
reports and information that the Company is required to file
with the Commission pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934, as amended. In addition,
Holdings, GBHC and the Company are required to mail to each
Holder, in the manner and to the extent provided in Section
313(c) of the TIA, within 30 days after the filing thereof
with the Trustee, such summaries of specified information,
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documents and reports required to be filed by Holdings, GBHC
or the Company, as the case may be, as may be required by
rules and regulations prescribed from time to time by the
Commission.
ITEM 9. OTHER OBLIGORS.
The Company's obligations under the Indenture will be
guaranteed by Holdings and GBHC.
CONTENTS OF APPLICATION FOR QUALIFICATION
This Application for Qualification comprises:
(a) Pages numbered 1 to 10, consecutively.
(b) The statement of eligibility and qualification on Form T-1
of the trustee under the indenture to be qualified.
(c) The following exhibits in addition to those filed as part
of the statement of eligibility and qualification of the
trustee:
Exhibit T3A Certificate of Incorporation, as amended, of the Company,
as in effect on the date of filing hereof (filed on February
2, 1994 as an exhibit to the Company's Registration Statement
on Form S-1, and incorporated herein by reference thereto).
Exhibit T3B Bylaws of the Company, as in effect on the date of filing
hereof (filed on February 2, 1994 as an exhibit to the
Company's Registration Statement on Form S-1, and incorporated
herein by reference thereto).
Exhibit T3C Indenture, to be dated as of the Effective Date, between
the Company and the Guarantors and Wells Fargo Bank Minnesota,
National Association, in the form to be qualified, including
an itemized table of contents showing the articles, sections
and subsections of the Indenture, together with the subject
matter thereof and the pages on which they appear (filed
herewith).
Exhibit T3D Not applicable.
Exhibit T3E The Company will file by amendment the Fifth Amended
Supplement to the Master Disclosure Statement Pursuant to
Section 1125 of the Bankruptcy Code with Regard to the Fifth
Amended Joint Plan of Reorganization Filed by the Official
Committee of the Unsecured Creditors and High River.
Exhibi T3F Cross reference sheet showing the location in the
Indenture of the provisions inserted therein pursuant to
Sections 310 through 318(a), inclusive, of the TIA.
Exhibit T3G rustee's Statement of Eligibility on Form T-1 under the TIA.
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SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the
Applicant, GB Property Funding Corp., a Delaware corporation, has duly caused
this Application on Form T-3 to be signed on its behalf by the undersigned,
thereunto duly authorized, and its seal to be hereunto affixed and attested, all
in the City of Atlantic City, and State of New Jersey, on the 12th day of July,
2000.
GB PROPERTY FUNDING CORP.
(Seal)
By: /S/ TIMOTHY A. EBLING
-------------------------------
Name: Timothy A. Ebling
Title: Executive Vice President and
Chief Financial Officer
Attest:
By: /S/ FREDERICK H. KRAUS
-------------------------------
Name: Frederick H. Kraus
Title: Executive Vice President,
General Counsel and Secretary
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EXHIBIT INDEX
EXHIBIT NO. EXHIBIT
T3A Certificate of Incorporation, as amended, of the Company, as
in effect on the date of filing hereof (filed on February 2,
1994 as an exhibit to the Company's Registration Statement on
Form S-1, and incorporated herein by reference thereto).
T3B Bylaws of the Company, as in effect on the date of filing
hereof (filed on February 2, 1994 as an exhibit to the
Company's Registration Statement on Form S-1, and incorporated
herein by reference thereto).
T3C Indenture, to be dated as of the Effective Date, between the
Company and the Guarantors and Wells Fargo Bank Minnesota,
National Association, in the form to be qualified, including
an itemized table of contents showing the articles, sections
and subsections of the Indenture, together with the subject
matter thereof and the pages on which they appear (filed
herewith).
T3D Not applicable.
T3E The Company will file by amendment the Fifth Amended
Supplement to the Master Disclosure Statement Pursuant to
Section 1125 of the Bankruptcy Code with Regard to the Fifth
Amended Joint Plan of Reorganization Filed by the Official
Committee of the Unsecured Creditors and High River.
T3F Cross reference sheet showing the location in the Indenture of
the provisions inserted therein pursuant to Sections 310
through 318(a), inclusive, of the TIA.
T3G Trustee's Statement of Eligibility on Form T-1 under the TIA.
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