-----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, OfGz96qS49SLsu57mJdAPf03y9Jbd/hdMPXDaMdHul24chGQXdzhdULv969jBjq4 BTV106WRB2tCwYxXeKVp+Q== 0000919574-03-001416.txt : 20030717 0000919574-03-001416.hdr.sgml : 20030717 20030717145424 ACCESSION NUMBER: 0000919574-03-001416 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030717 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HMC INVESTORS LLC CENTRAL INDEX KEY: 0001233566 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: 555 MADISON AVE STREET 2: STE 2800 CITY: NEW HORK STATE: NY ZIP: 10022 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 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-60685 FILM NUMBER: 03791119 BUSINESS ADDRESS: STREET 1: C/O SANDS HOTEL & CASINO STREET 2: 136 SOUTH KENTUCKY AVENUE CITY: ATLANTIC CITY STATE: NJ ZIP: 08401 BUSINESS PHONE: 6094414517 MAIL ADDRESS: STREET 1: C/O SANDS HOTEL & CASINO STREET 2: 136 SOUTH KENTUCKY AVENUE CITY: ATLANTIC CITY STATE: NJ ZIP: 08401 SC 13G 1 d416736_13-g.txt -------------------------- OMB APPROVAL OMB Number: 3235-0145 Expires: December 31, 2005 Estimated average burden hours per response...11 -------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.____________)* GB Holdings Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 36150A109 - -------------------------------------------------------------------------------- (CUSIP Number) June 19, 2003 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [_] Rule 13d-1(b) [x] Rule 13d-1(c) [_] Rule 13d-1(d) - ---------- * 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 the disclosures provided in a prior cover page. The information required in 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). CUSIP No. 36150A109 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Harbert Distressed Investment Master Fund, Ltd. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 782,491 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 782,491 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 782,491 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.8% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO - -------------------------------------------------------------------------------- CUSIP No. 36150A109 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) HMC Distressed Investment Offshore Manager, L.L.C. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 782,491 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 782,491 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 782,491 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.8% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO - -------------------------------------------------------------------------------- CUSIP No. 36150A109 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) HMC Investors, L.L.C. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 830,671 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 830,671 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 830,671 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 8.3% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO - -------------------------------------------------------------------------------- CUSIP No. 36150A109 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Philip Falcone 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 830,671 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 830,671 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 830,671 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [-] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 8.3% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN - -------------------------------------------------------------------------------- CUSIP No. 36150A109 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Raymond J. Harbert 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 830,671 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 830,671 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 830,671 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 8.3% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN - ------------------------------------------------------------------------------- CUSIP No. 36150A109 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Michael D. Luce 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [_] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 830,671 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 830,671 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 830,671 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 8.3% 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN - -------------------------------------------------------------------------------- CUSIP No. 36150A109 --------------------- Item 1(a). Name of Issuer: GB Holdings Inc. -------------------------------------------------------------------- (b). Address of Issuer's Principal Executive Offices: c/o Sands Hotel & Casino Indiana Ave. & Brighton Park Atlantic City NJ 08401 -------------------------------------------------------------------- Item 2(a). Name, Principal Business Address, and Citizenship of Persons Filing: Harbert Distressed Investment Master Fund, Ltd. - Cayman Islands c/o International Fund Services (Ireland) Limited Third Floor, Bishop's Square Redmond's Hill Dublin 2, Ireland HMC Distressed Investment Offshore Manager, L.L.C. - Delaware HMC Investors, L.L.C. - Delaware Philip Falcone - U.S.A. Raymond J. Harbert - U.S.A. Michael D. Luce - U.S.A. 555 Madison Avenue Suite 2800 New York, New York 10022 United States of America -------------------------------------------------------------------- (d). Title of Class of Securities: Common Stock -------------------------------------------------------------------- (e). CUSIP Number: 36150A109 -------------------------------------------------------------------- Item 3. If This Statement is filed pursuant to ss.240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a: (a) [_] Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78c). (b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c). (c) [_] Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c). (d) [_] Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e) [_] An investment adviser in accordance with s.240.13d-1(b)(1)(ii)(E); (f) [_] An employee benefit plan or endowment fund in accordance with s.240.13d-1(b)(1)(ii)(F); (g) [_] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); (h) [_] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813); (i) [_] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) [_] Group, in accordance with s.240.13d-1(b)(1)(ii)(J). Item 4. Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: Harbert Distressed Investment Master Fund, Ltd. - 782,491 HMC Distressed Investment Offshore Manager, L.L.C. - 782,491 HMC Investors, L.L.C. - 830,671 Philip Falcone - 830,671 Raymond J. Harbert - 830,671 Michael D. Luce - 830,671 -------------------------------------------------------------------- (b) Percent of class: Harbert Distressed Investment Master Fund, Ltd. - 7.8% HMC Distressed Investment Offshore Manager, L.L.C. - 7.8% HMC Investors, L.L.C. - 8.3% Philip Falcone - 8.3% Raymond J. Harbert - 8.3% Michael D. Luce - 8.3% -------------------------------------------------------------------- (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: Harbert Distressed Investment Master Fund, Ltd. - 0 HMC Distressed Investment Offshore Manager, L.L.C. - 0 HMC Investors, L.L.C. - 0 Philip Falcone - 0 Raymond J. Harbert - 0 Michael D. Luce - 0 (ii) Shared power to vote or to direct the vote: Harbert Distressed Investment Master Fund, Ltd. - 782,491 HMC Distressed Investment Offshore Manager, L.L.C. - 782,491 HMC Investors, L.L.C. - 830,671 Philip Falcone - 830,671 Raymond J. Harbert - 830,671 Michael D. Luce - 830,671 (iii) Sole power to dispose or to direct the disposition of: Harbert Distressed Investment Master Fund, Ltd. - 0 HMC Distressed Investment Offshore Manager, L.L.C. - 0 HMC Investors, L.L.C. - 0 Philip Falcone - 0 Raymond J. Harbert - 0 Michael D. Luce - 0 (iv) Shared power to dispose or to direct the disposition of: Harbert Distressed Investment Master Fund, Ltd. - 782,491 HMC Distressed Investment Offshore Manager, L.L.C. - 782,491 HMC Investors, L.L.C. - 830,671 Philip Falcone - 830,671 Raymond J. Harbert - 830,671 Michael D. Luce - 830,671 Item 5. Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ]. N/A -------------------------------------------------------------------- Item 6. Ownership of More Than Five Percent on Behalf of Another Person. If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. N/A -------------------------------------------------------------------- Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. If a parent holding company or Control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. N/A -------------------------------------------------------------------- Item 8. Identification and Classification of Members of the Group. If a group has filed this schedule pursuant to ss.240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to ss.240.13d-1(c) or ss.240.13d-1(d), attach an exhibit stating the identity of each member of the group. N/A -------------------------------------------------------------------- Item 9. Notice of Dissolution of Group. Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5. N/A -------------------------------------------------------------------- Item 10. Certification. (b) The following certification shall be included if the statement is filed pursuant to Rule 13d-1(c): By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect. After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Harbert Distressed Investment Master Fund, Ltd. By: HMC Distressed Investment Offshore Manager, L.L.C. By: HMC Investors, L.L.C., Managing Member By: /s/ Joel B. Piassick - ------------------------ HMC Distressed Investment Offshore Manager, L.L.C. By: HMC Investors, L.L.C., Managing Member By: /s/ Joel B. Piassick - ------------------------ HMC Investors, L.L.C. By: /s/ Joel B. Piassick - ------------------------ /s/ Philip Falcone* - --------------------- Philip Falcone /s/ Raymond J. Harbert* - --------------------- Raymond J. Harbert /s/ Michael D. Luce* - --------------------- Michael D. Luce July 14, 2003 *The Reporting Persons disclaim beneficial ownership in the shares reported herein except to the extent of their pecuniary interest therein. Exhibit A AGREEMENT The undersigned agree that this Schedule 13G dated July 14, 2003 relating to the Common Stock of Flag Telecom Group Limited shall be filed on behalf of the undersigned. Harbert Distressed Investment Master Fund, Ltd. By: HMC Distressed Investment Offshore Manager, L.L.C. By: HMC Investors, L.L.C., Managing Member By: /s/ Joel B. Piassick - ------------------------- HMC Distressed Investment Offshore Manager, L.L.C. By: HMC Investors, L.L.C., Managing Member By: /s/ Joel B. Piassick - ------------------------- HMC Investors, L.L.C. By: /s/ Joel B. Piassick - ------------------------- /s/ Philip Falcone* - --------------------- Philip Falcone /s/ Raymond J. Harbert* - --------------------- Raymond J. Harbert /s/ Michael D. Luce* - --------------------- Michael D. Luce 03773.0003 #416736 -----END PRIVACY-ENHANCED MESSAGE-----