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Issuer Delisting; Notice of Application of GB Holdings, Inc. To Withdraw Its Common Stock, $.01 Par Value, From Listing and Registration on the American Stock Exchange LLC

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Start Preamble August 10, 2004.

On June 30, 2004, GB Holdings, Inc., a Delaware corporation (“Issuer”), filed an application with the Securities and Exchange Commission (“Commission”), pursuant to Section 12(d) of the Securities Exchange Act of 1934 (“Act”) [1] and Rule 12d2-2(d) thereunder,[2] to withdraw its common stock, $.01 par value (“Security”), from listing and registration on the American Stock Exchange LLC (“Amex” or “Exchange”).

On June 23, 2004, the Board of Directors (“Board”) of the Issuer determined to withdraw the Issuer's Security from listing on the Amex. The Board concluded that the existing listing has not resulted in an active trading market which, the Board believes, results from several factors, including the fact that: (i) There are only 10 holders of record of the Security; (ii) in the past 30 days on average, approximately 14,500 shares of the Security were traded per day on the Amex; and (iii) approximately 83.1% of the outstanding Security is held by two different groups of stockholders, including approximately 77.5% which is owned by affiliates of the Issuer. The Board states that it believes, for the Start Printed Page 50405foregoing reasons, that the continued listing of the Security does not serve either the Issuer's interests or the interests of the stockholders. The Issuer states that on June 30, 2004, a special stockholders meeting was held with the stockholders of the Issuer in which the stockholders approved a transaction that included the delisting of the Security from the Amex. Furthermore, the Issuer states that it had been advised by representatives of the holders of approximately 77% of the Security, that they do not object to the Issuer's plan to delist the Security from the Amex. In addition, the Issuer states that it is seeking to develop a trading market in the over-the-counter market on the Pink Sheets.

The Issuer stated in its application that it has met the requirements of Amex Rule l8 by complying with all applicable laws in the State of Delaware, in which it is incorporated, and with the Amex's rules governing an issuer's voluntary withdrawal of a security from listing and registration.

The Issuer's application relates solely to the withdrawal of the Security from listing on the Amex and from registration under Section 12(b) of the Act,[3] and shall not affect its obligation to be registered under Section 12(g) of the Act.[4]

Any interested person may, on or before August 31, 2004, comment on the facts bearing upon whether the application has been made in accordance with the rules of the Amex, and what terms, if any, should be imposed by the Commission for the protection of investors. All comment letters may be submitted by either of the following methods:

Electronic Comments

Paper Comments

  • Send paper comments in triplicate to Jonathan G. Katz, Secretary, Securities and Exchange Commission, 450 Fifth Street, NW., Washington, DC 20549-0609.

All submissions should refer to File Number 1-15064. This file number should be included on the subject line if e-mail is used. To help us process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission's Internet Web site (​rules/​delist.shtml). Comments are also available for public inspection and copying in the Commission's Public Reference Room, 450 Fifth Street, NW., Washington, DC 20549. All comments received will be posted without change; we do not edit personal identifying information from submissions. You should submit only information that you wish to make available publicly.

The Commission, based on the information submitted to it, will issue an order granting the application after the date mentioned above, unless the Commission determines to order a hearing on the matter.

Start Signature

For the Commission, by the Division of Market Regulation, pursuant to delegated authority.[5]

Jonathan G. Katz,


End Signature End Preamble


[FR Doc. 04-18602 Filed 8-13-04; 8:45 am]