Atlantic Coast Entertainment Holdings, Inc. Extends Exchange Offer and GB Holdings Inc. Sets New Record Date For Stockholder Dis
July 14 2004 - 4:19PM
PR Newswire (US)
Atlantic Coast Entertainment Holdings, Inc. Extends Exchange Offer
and GB Holdings Inc. Sets New Record Date For Stockholder
Distribution ATLANTIC CITY, N.J., July 14 /PRNewswire-FirstCall/ --
Atlantic Coast Entertainment Holdings, Inc. ("Atlantic Holdings"),
a subsidiary of Greate Bay Hotel & Casino, Inc. which is a
subsidiary of GB Holdings, Inc. (AMEX:GBH) (the "Company") and
which owns and operates The Sands Hotel and Casino in Atlantic
City, announced today that it has extended until July 22, 2004 at
12:01 a.m., New York City time, its Consent Solicitation and Offer
to Exchange, in which it is offering to exchange its 3% Notes due
2008 for the 11% Notes due 2005, issued by GB Property Funding
Corp. As of July 13, 2004, approximately $66,130,970 principal
amount of the 11% Notes, representing 60.1% of the outstanding 11%
Notes, have been tendered to Atlantic Holdings for exchange. Also,
the Company set a new record date of July 22, 2004 (the "Record
Date") for the distribution (the "Distribution") to the
stockholders of record of the Company, on a pro rata basis, of
either (a) an aggregate of 2,750,000 shares of common stock of
Atlantic Holdings, representing 27.5% of the outstanding common
stock of Atlantic Holdings on a fully diluted basis, which is
equivalent to a dividend of .275 shares of common stock of Atlantic
Holdings for every 1 share of common stock of the Company or (b)
10,000,000 warrants, which under certain conditions will allow the
holders thereof to purchase an aggregate of 2,750,000 shares of
common stock of Atlantic Holdings, at a purchase price of $.01 per
share, representing 27.5% of the outstanding common stock of
Atlantic Holdings on a fully diluted basis, which is equivalent to
a dividend of 1 warrant to purchase .275 shares of common stock of
Atlantic Holdings for every 1 share of common stock of the Company.
The Distribution to the stockholders of the Company as of the
Record Date is conditioned upon, among other things, the
consummation of (a) the Consent Solicitation and Offer to Exchange
and (b) the transfer of The Sands Hotel and Casino by Greate Bay
Hotel & Casino, Inc. to Atlantic Holdings and subsequently to a
wholly-owned subsidiary of Atlantic Holdings. Both the shares of
common stock of Atlantic Holdings and the warrants to purchase
shares of common stock of Atlantic Holdings have been registered
under the Securities Act of 1933, as amended. The transfer of The
Sands Hotel and Casino will not be effective until the consummation
of the Consent Solicitation and Offer to Exchange. The completion
of the Consent Solicitation and Offer to Exchange is subject to the
conditions described in the Consent Solicitation and Offer to
Exchange documents, which include, among other conditions, the
approval of the Company's stockholders, the consent of the New
Jersey Casino Control Commission, the exchange of notes by a
majority of the holders of the 11% Notes, and the effectiveness of
the amendments to the indenture governing the 11% Notes and of the
indenture governing the 3% Notes. If the conditions to the Consent
Solicitation and Offer to Exchange and transfer of The Sands Hotel
and Casino are satisfied prior to July 22, 2004, we anticipate
consummation of such transactions to be on the Record Date,
however, if the conditions are not satisfied on or prior to the
Record Date, the Record Date will be extended. On June 1, 2004, the
Securities and Exchange Commission declared effective registration
statements on Form S-4 containing the Consent Solicitation and
Offer to Exchange and the proxy statement/prospectus relating to
the special meeting. The terms and conditions of the Consent
Solicitation and Offer to Exchange and related documents and the
matters covered by the Proxy Statement/Prospectus dated June 1,
2004, are included in the registration statements filed with the
SEC. The materials related to the Consent Solicitation and Offer to
Exchange and Proxy Statement/Prospectus contain important
information which should be read carefully before any decision is
made with respect to the consent solicitation and exchange offer
and the special meeting. The transfer agent of the Company is
American Stock Transfer & Trust Company, however copies of the
Proxy Statement/Prospectus and Consent Solicitation and Offer to
Exchange documents may be obtained from Innisfree M&A
Incorporated, the solicitation agent for the Consent Solicitation
and Offer to Exchange and the Proxy Statement/Prospectus (Banks and
Brokers Call Collect: 212-750-5833; all others Call Toll-Free:
1-888-750-5834), or on the Securities and Exchange Commission web
site at http://www.sec.gov/. Unless further extended, the Consent
Solicitation and Offer to Exchange will expire at 12:01 a.m., New
York City time, on July 22, 2004. Atlantic Holdings will announce
any extensions by press release or other form of public
announcement no later than 9:00 a.m., New York City time, on the
first business day after the previously scheduled expiration date.
Holders may withdraw any 11% Notes tendered until the expiration of
the Consent Solicitation and Offer to Exchange. Certain information
included in this press release contains statements that are
forward-looking. 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. 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 SEC, including
the Company's reports on Forms 10-K and 10-Q. DATASOURCE: GB
Holdings Inc. CONTACT: Douglas S. Niethold, Vice President of
Finance, Sands Hotel and Casino, +1-609-441-4432,
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