-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Fqm0NgZzgIp7u/wMZhNs0+2c/PghLojgZa3butLD8FMyOwnfVjT/ZupaEg6w/vGx /C7k7nIFirzWBNaS7N+Rww== 0000881189-01-500083.txt : 20010824 0000881189-01-500083.hdr.sgml : 20010824 ACCESSION NUMBER: 0000881189-01-500083 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010823 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GB HOLDINGS INC CENTRAL INDEX KEY: 0000912926 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 752502293 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60685 FILM NUMBER: 1721836 BUSINESS ADDRESS: STREET 1: TWO GALLERIA TOWER 13455 NOEL ROAD STREET 2: STE 2200 CITY: DALLAS STATE: TX ZIP: 75240 BUSINESS PHONE: 2143869777 MAIL ADDRESS: STREET 1: TWO GALLERIA TOWER SUITE 2200 STREET 2: 13455 NOEL ROAD CITY: DALLAS STATE: TX ZIP: 75240 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ICAHN CARL C ET AL CENTRAL INDEX KEY: 0000921669 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 100 SOUTH BEDFORD ROAD CITY: MT KISCO STATE: NY ZIP: 10549 BUSINESS PHONE: 9142427700 MAIL ADDRESS: STREET 1: 200 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10166 SC 13D/A 1 amend1.txt GB HOLDINGS, INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 1)* Under the Securities Exchange Act of 1934 GB Holdings, Inc. (Name of Issuer) Common Stock, par value $.01 per share (Title of Class of Securities) 36150A109 (CUSIP Number) Marc Weitzen, Esq. Icahn Associates Corp. 767 Fifth Avenue, 47th Floor New York, New York 10153 (212) 702-4388 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 17, 2001 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d- 1(g), check the following box / /. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D CUSIP No. 36150A109 1 NAME OF REPORTING PERSON Carl C. Icahn S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS Not applicable 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) /X/ 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 8 SHARED VOTING POWER 7,748,744 9 SOLE DISPOSITIVE POWER 10 SHARED DISPOSITIVE POWER 7,748,744 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,748,744 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 77.49% 14 TYPE OF REPORTING PERSON* IN SCHEDULE 13D CUSIP No. 36150A109 1 NAME OF REPORTING PERSON Larch LLC S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 1,315,211 8 SHARED VOTING POWER 9 SOLE DISPOSITIVE POWER 1,315,211 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,315,211 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.15% 14 TYPE OF REPORTING PERSON* CO SCHEDULE 13D CUSIP No. 36150A109 1 NAME OF REPORTING PERSON Cyprus, LLC S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 6,433,533 8 SHARED VOTING POWER 9 SOLE DISPOSITIVE POWER 6,433,533 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,433,533 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 64.34% 14 TYPE OF REPORTING PERSON* CO SCHEDULE 13D CUSIP No. 36150A109 1 NAME OF REPORTING PERSON Starfire Holding Corporation S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS Not applicable 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 8 SHARED VOTING POWER 6,433,533 9 SOLE DISPOSITIVE POWER 10 SHARED DISPOSITIVE POWER 6,433,533 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,433,533 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 64.34% 14 TYPE OF REPORTING PERSON* CO SCHEDULE 13D CUSIP No. 36150A109 1 NAME OF REPORTING PERSON Barberry Corp. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / 3 SEC USE ONLY 4 SOURCE OF FUNDS Not applicable 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 7 SOLE VOTING POWER 8 SHARED VOTING POWER 6,433,533 9 SOLE DISPOSITIVE POWER 10 SHARED DISPOSITIVE POWER 6,433,533 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,433,533 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 64.34% 14 TYPE OF REPORTING PERSON* CO Item 1. Security and Issuer This Amendment No. 1 to Schedule 13D, which was filed with the Commission on February 8, 2001, relates to common stock, par value $.01 per share ("Shares"), of GB Holdings, Inc., a Delaware corporation (the "Issuer"). The address of the Issuer's principal executive offices is c/o Sands Hotel and Casino, Indiana Avenue and Brighton Park, Atlantic City, New Jersey 08401. Item 2. Identity and Background Item 2(e) is hereby amended to delete the reference to "Exhibit F" and insert in place thereof "Exhibit G". Item 3. Source and Amount of Funds or Other Consideration On August 17, 2001, Cyprus purchased 493,322 Shares pursuant to the Confirm (as hereinafter defined) and the Starfire Agreement pursuant to which the counterparty exercised its right to put such Shares and $10,095,000 principal amount of GBPF Notes to Starfire (or an affiliate) for a purchase price of $16,605,281.49. The source of funding for the purchase of these Shares was the general working capital of Cyprus and its affiliates. Item 5. Interest in Securities of the Issuer (a) As of the close of business on August 17, 2001, Mr. Icahn and the Icahn Entities beneficially owned in the aggregate 7,748,743 Shares constituting approximately 77.49% of the outstanding Shares (based upon the 10,000,000 Shares stated to be outstanding as of June 30, 2001 by the Issuer in the Issuer's Form 10-Q filing, filed with the Securities and Exchange Commission on August 13, 2001). Each of Starfire and Barberry may, by virtue of its membership interest in Cyprus, be deemed to own beneficially the 6,433,533 Shares as to which Cyprus possesses direct beneficial ownership. Each of Starfire and Barberry disclaims beneficial ownership of such Shares for all other purposes. Mr. Icahn may, by virtue of his ownership of and position(s) with Larch, Starfire, Barberry and AREH, be deemed to beneficially own the (i) 1,315,211 Shares as to which Larch possesses direct beneficial ownership and (ii) 6,433,533 Shares as to which Cyprus possesses direct beneficial ownership. Mr. Icahn disclaims beneficial ownership of such Shares for all other purposes. (b) Larch has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 1,315,211 Shares. Cyprus has the sole power to vote or to direct the vote and to dispose or to direct the disposition of 6,433,5323 Shares. Each of Starfire and Barberry may, by virtue of its membership interest in Cyprus, be deemed to share with Cyprus the power to vote or to direct the vote and to dispose or to direct the disposition of the 6,433,533 Shares as to which Cyprus possesses direct beneficial ownership. Mr. Icahn may, by virtue of his ownership of and position(s) with Larch, Starfire and Barberry be deemed to share with (i) Larch the power to vote or to direct the vote and to dispose or to direct the disposition of the 1,315,211 Shares as to which Larch possesses direct beneficial ownership and (ii) Cyprus the power to vote or to direct the vote and to dispose or to direct the disposition of the 6,433,533 Shares as to which Cyprus possesses direct beneficial ownership. (c) The only transactions effected within the past 60 days in the Shares are set forth in Item 3 hereof. (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer Starfire, Cyprus and Bear, Stearns are parties to a trade confirmation (the "Confirm") pursuant to which the transaction referred to in Item 3 was completed. The discussion herein of such transaction and the Agreement are subject to and qualified in their entirety by reference to the complete text of the Agreement, which is included as Exhibit H hereto and incorporated herein by reference. On May 9, 2001, the CCC granted plenary qualification to each of Cyprus and Larch and the ICA Trusts were dissolved pursuant to their terms. Item 7. Material to Be Filed as Exhibits Exhibit G: Item 2 disclosure. Exhibit H: Trade Confirmation dated as of August 17, 2001, among Starfire Cyprus and Bear, Stearns. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] SIGNATURES After reasonable inquiry and to the best of the knowledge and belief of each of the undersigned, each of the undersigned certifies that the information set forth in this statement on Schedule 13D concerning the Common Stock, par value $.01 per share, of GB Holdings, Inc., a Delaware corporation, is true, complete and correct. Dated: August 21, 2001. /s/ Carl C. Icahn Carl C. Icahn, Individually Larch LLC /s/ Carl C. Icahn By: Carl C. Icahn Title: Member Cyprus, LLC By: BARBERRY CORP. Title: Managing Member /s/ Carl C. Icahn By: Carl C. Icahn Title: President STARFIRE HOLDING CORPORATION /s/ Carl C. Icahn By: Carl C. Icahn Title: President BARBERRY CORP. /s/ Carl C. Icahn By: Carl C. Icahn Title: President [Signature page to Amendment No. 1 to Schedule 13D re GB Holdings, Inc.] EXHIBIT G On January 5, 2001, Reliance Group Holdings, Inc. ("Reliance") commenced an action in the United States District Court for the Southern District of New York against "Carl C. Icahn, Icahn Associates Corp. and High River Limited Partnership" alleging that High River's tender offer for Reliance 9% senior notes violated Section 14(e) of the Exchange Act. Reliance sought a temporary restraining order and preliminary and permanent injunctive relief to prevent defendants from purchasing the notes. The Court initially imposed a temporary restraining order. Defendants then supplemented the tender offer disclosures. The Court conducted a hearing on the disclosures and other matters raised by Reliance. It then denied plaintiffs' motion for a preliminary injunction and ordered dissolution of its temporary restraining order following dissemination of the supplement. Reliance took an immediate appeal to the United States Court of Appeals for the Second Circuit and sought a stay to restrain defendants from purchasing notes during the pendency of the appeal. On January 30, 2001, the Court of Appeals denied plaintiff's stay application. On January 30, Reliance also sought a further temporary restraining order from the District Court. The Court considered the matter and reimposed its original restraint until noon the next day, at which time the restraint was dissolved. The appeal was argued on March 9 and denied on March 22. By order dated August 6, 2001, having met with the parties on August 3, 2001, and having been advised that the issues raised by the pleadings have been mooted by events and by prior rulings, the Court dismissed the case without costs pursuant to Rule 41(a)(2). EX-99 3 exhibith.txt LETTER Starfire Holding Corporation c/o Icahn Associates Corp. 767 Fifth Avenue 47th Floor New York, New York 10153 Bear, Stearns International Limited One Canada Square London E14 5AD, England CONFIRMATION OF EXERCISE (Bear, Stearns Reference Number: NC-1348) Ladies and Gentlemen: Reference is made to the letter agreement (the "Agreement"), dated as of September 29, 2000, between Bear, Stearns International Limited ("Bear Stearns") and Starfire Holding Corporation ("Starfire") (being Bear Stearns Reference Number NC-1348) pursuant to which Bear Stearns has the right to put to Starfire (the "Put Option") $10,095,000 principal amount of 11% First Mortgage Notes (the "Notes") due 2005 of GB Property Funding Corp. ("GBF") and 493,321 shares of common stock (the "Shares" and together with the Notes, the "Put Securities") of GB Holdings, Inc. ("GBH"). Exercise: Starfire hereby acknowledges Bear Stearns' exercise of the Put Option as of the date hereof. Payment: Notwithstanding anything to the contrary in the Agreement, Bear Stearns and Starfire acknowledge and agree that the Payment will be $16,605,281.49. Assignment by Starfire: Starfire hereby designates Cyprus, LLC ("Buyer"), an affiliate of Starfire, to purchase the Put Securities as provided herein, and Buyer assumes such obligations. Starfire shall be discharged of its obligations under the Agreement if and to the extent that Buyer purchases the Put Securities as provided herein. Bear Stearns consents to the foregoing designation. Closing: Bear Stearns shall deliver the Put Securities to Buyer's account, against payment of the Purchase Price on a "delivery versus payment" basis. Buyer's account is as follows: Bear Stearns Acct. Name - Cyprus LLC Acct. # - 055-02610-10 Settlement Date: August 17, 2001 All Rights Transferred: The sale of the Put Securities includes the transfer by Bear Stearns of all accrued interest on the Notes and all other rights, claims and cause of action associated with or arising from the Put Securities. Sophisticated Each of Bear Stearns, Starfire and Buyer acknowledge that Parties: (i) the other parties hereto may now have, may have access to or later may come into possession of, information with respect to the Shares, Notes, GBF or GBH or any of their affiliates that is not known to such other parties and that may be material to any decision regarding the purchase or sale of the Put Securities ("Excluded Information"), (ii) Bear Stearns has determined to exercise the Put Option, and Starfire and Buyer have agreed to settle such Put Option as set forth herein, notwithstanding the lack of knowledge of any such Excluded Information, and (iii) neither Bear Stearns, Starfire nor Buyer shall have any liability to the other party, and each such party waives and releases any claims that it might have against the other party or its affiliates and their respective officers, directors, employees and stockholders, whether under applicable securities laws or otherwise, with respect to nondisclosure of the Excluded Information in connection with the transactions contemplated by the Agreement and herein. ACCEPTED AND AGREED TO: BEAR, STEARNS INTERNATIONAL LIMITED By:_______________________ Name: Title: STARFIRE HOLDING CORPORATION By:________________________ Name: Robert J. Mitchell Title: Authorized Signatory CYPRUS, LLC By:________________________ Name: Robert J. Mitchell Title: Authorized Signatory [Signature Page to Confirmation between Starfire, Buyer and Bear, Stearns relating to exercise of put option in respect of Sands Notes [$10,095,000 in principal amount] and Stock [493,321 Shares]] -----END PRIVACY-ENHANCED MESSAGE-----