<PAGE>
                                  EXHIBIT 99(b)

                         UNITED STATES BANKRUPTCY COURT
                         FOR THE DISTRICT OF NEW JERSEY

--------------------------------------------

In re:                                    ::     Chapter 11
                                          ::     Jointly Administered
THE CLARIDGE HOTEL AND CASINO             ::     Case No. 99-17399
CORPORATION and THE CLARIDGE              ::
AT PARK PLACE, INCORPORATED,              :


                    Debtors.
                                          x
--------------------------------------------



In re:                                    ::     Chapter 11
                                          ::     Case No. 99-18903
ATLANTIC CITY BOARDWALK                   ::
ASSOCIATES, L.P.,

                    Debtor.
                                          x
--------------------------------------------

                 FOURTH AMENDED DISCLOSURE STATEMENT PURSUANT TO
           11 U.S.C. ss. 1125 ON DEBTORS' FOURTH AMENDED JOINT PLAN OF
             REORGANIZATION UNDER CHAPTER 11 OF THE BANKRUPTCY CODE

                 Solicitation of Votes with Respect to the Plan

CLIFFORD CHANCE ROGERS & WELLS LLP                 LOWENSTEIN SANDLER PC
200 Park Avenue                                    65 Livingston Avenue
New York, New York 10166                           Roseland, NJ  07068
Phone: (212) 878-8000                              Phone: (973) 597-2500

ARCHER & GREINER                                   Counsel for Atlantic City
One Centennial Center                              Boardwalk Associates, L. P.
Haddonfield, New Jersey 08033
Phone: (856) 795-2121

Co-Counsel for the Claridge
Hotel and Casino Corporation and
The Claridge at Park Place, Incorporated

<PAGE>
                               TABLE OF CONTENTS
                                                                            Page
                                                                            ----
SUMMARY                                                                        1

Overview                                                                       1

Settlement Regarding "Cage Cash\                                               2

Establishment of Liquidating Trusts                                            3

Resignation of Board                                                           5

The Solicitation                                                               6

Summary of Treatment of Claims and Interests Relating to the Debtors           6

BACKGROUND                                                                    11

The Claridge Debtors and ACBA                                                 11

History and Structure                                                         11

Events Preceding Commencement of the Chapter                                  11

Cases                                                                         15

REASONS FOR THE SOLICITATION; RECOMMENDATION                                  17

THE BANKRUPTCY PLAN-- VOTING INSTRUCTIONS AND PROCEDURES                      18

General                                                                       18

Voting Deadline                                                               18

Voting Procedures Particular to Noteholders                                   18

Defects, Irregularities, Etc.                                                 20

Withdrawals of Ballots; Revocation                                            20

DESCRIPTION OF CHAPTER 11 CASES OF THE CLARIDGE DEBTORS                       21

Chapter 11 Filings                                                            21

First Day Orders                                                              21

Use of Cash Collateral                                                        22

Administrative Office Building/People Mover Motion                            24

Bar Dates and Notice Thereof                                                  24

DESCRIPTION OF CHAPTER 11 CASE OF ACBA                                        25

Chapter 11 Filings                                                            25

First Day Orders                                                              25

Bar Dates and Notice Thereof                                                  26

SUMMARY OF THE PLAN                                                           26

General                                                                       26

Voting on the Plan                                                            26

Park Place Purchase Agreement                                                 27

Description of Park Place                                                     31


<PAGE>
                               TABLE OF CONTENTS
                                                                            Page
                                                                            ----
Classification and Treatment of Claims and Interests Under The Plan           32

Summary of Other Provisions of the Plan                                       40

ACCEPTANCE AND CONFIRMATION OF THE PLAN                                       47

Solicitation of Acceptance                                                    47

Confirmation Hearing                                                          47

Requirements for Confirmation of the Plan                                     47

Confirmation of the Plan Under Section 1129(b)                                48

Best Interests Test                                                           49

Feasibility                                                                   50

Consummation                                                                  50

CREDITORS COMMITTEE                                                           51

ALTERNATIVES TO CONFIRMATION AND CONSUMMATION OF THE PLAN                     51

Alternative Plan                                                              51

Liquidation Under Chapter 7                                                   53

SELECTED HISTORICAL FINANCIAL DATA                                            53

CERTAIN INFORMATION CONCERNING THE DEBTORS                                    55

General                                                                       55

The Claridge                                                                  55

Business Strategy                                                             55

Competition                                                                   56

Gaming Regulation and Licensing                                               57

Employees                                                                     58

Properties                                                                    58

Legal Proceedings                                                             59

Executive Officers and Directors                                              59

CERTAIN FEDERAL INCOME TAX CONSEQUENCES                                       62

FINANCIAL AND LEGAL ADVISORS; FEES AND EXPENSES                               62

CONCLUSION; RECOMMENDATION                                                    63

<PAGE>


APPENDICES

      Appendix A -- Third Amended Joint Plan of Reorganization of The Claridge
                    Hotel and Casino Corporation, The Claridge at Park Place,
                    Incorporated and Atlantic City Boardwalk Associates, L.P.

      Appendix B -- Audited Consolidated Financial Statements for year of 1999,
                    and Unaudited Consolidated Financial Statements for the nine
                    months ended September 30, 2000

      Appendix C -- Liquidation Analysis

      Appendix D -- Summary Pages of GVA Marquette Advisors Appraisal Dated
                    March 14, 2000

      Appendix E -- August 22, 2000 Letter of PricewaterhouseCoopers Stating the
                    Market Value of the Claridge Casino Hotel as of October 1,
                    2000


<PAGE>
                                     SUMMARY

         The following introduction and summary is qualified in its entirety by,
and should be read in conjunction with, the more detailed information and
consolidated financial statements and notes thereto appearing elsewhere in this
Disclosure Statement. References to the "Claridge Debtors" will mean The
Claridge Hotel and Casino Corporation (the "Corporation") and The Claridge at
Park Place, Incorporated ("CPPI"). References to "ACBA" will mean Atlantic City
Boardwalk Associates, L.P. References to the "Debtors" will mean the
Corporation, CPPI and ACBA. Certain capitalized terms used in this Disclosure
Statement are defined in the Debtor's Fourth Amended Joint Chapter 11 Plan of
Reorganization (the "Plan"), a copy of which is attached as Appendix A hereto.

Overview

         On August 16, 1999, the Corporation and CPPI filed separate voluntary
petitions for relief under Chapter 11, Title 11, United States Code, 11 U.S.C.
ss.ss. 101 et seq. (the "Bankruptcy Code"). On October 5, 1999, ACBA filed a
voluntary petition for relief under Chapter 11 of the Bankruptcy Code. The
Debtors continue to operate their businesses and manage their properties
pursuant to Sections 1107(a) and 1108 of the Bankruptcy Code as
debtors-in-possession.

         On ________ __, 2001 (the "Approval Date"), after notice to the
Debtors' creditors and other parties in interest and a hearing, the Bankruptcy
Court approved this Disclosure Statement for use in connection with solicitation
of acceptances of the Plan. The Bankruptcy Court found that the Disclosure
Statement contains adequate information to enable a reasonable investor typical
of members of each class being solicited, to make an informed judgment as to
whether to accept or reject the Plan. The Bankruptcy Court's approval of this
Disclosure Statement, however, does not constitute a recommendation by the
Bankruptcy Court either for or against the Plan. The Approval Date is the record
date for purposes of determining holders of claims entitled to vote on the Plan.

         This Disclosure Statement describes the Plan. The Plan seeks to
implement the Park Place Purchase Agreement and to distribute the proceeds
received under that agreement together with the proceeds from the disposition of
the Debtors' remaining assets among their various creditor constituents in
accordance with the priority rules established under the Bankruptcy Code. Under
the Park Place Purchase Agreement, substantially all of the Debtors' assets
(i.e., the land, casino, hotel, associated personal property and good will,
etc.) - defined in the Plan as the "Park Place Property" - will be sold,
conveyed and transferred to Park Place for $65,000,000 to be paid in cash,
subject to certain adjustments as provided in the Park Place Purchase Agreement.
The Park Place Purchase Price will be allocated between ACBA and CPPI based upon
the market value of the property to be transferred by each entity to Park Place.
The Park Place Property also includes $7,000,000 in cash which is to be
transferred by CPPI to Park Place. Park Place has also agreed to assume certain
liabilities (defined in the Plan as the "Park Place Assumed Liabilities") which
generally include all post-petition liabilities and pre and post-petition
employee benefit items (seniority, vacation, sick leave, etc.). Unsecured
creditors of CPPI, Corporation and ACBA are projected to receive a sixty-one and
one-half (61.5%) percent distribution upon their allowed claims. Holders of the
First Mortgage Notes are expected to recover approximately eighty-three (83%)
percent upon their pre-petition secured and unsecured claims. Under the Plan,
following the Effective Date, ACBA, Corporation and CPPI will be dissolved under
applicable non-bankruptcy law. The limited partners of ACBA and the shareholders
of Corporation will have their ownership interests extinguished and they will
not receive any distribution under the Plan on account of such interests.

         During the cases, the Claridge Debtors retained GVA Marquette Advisors
("Marquette") to prepare an appraisal for the Debtors' assets. A summary of that
appraisal is annexed hereto at Appendix D. After careful consideration of may
factors influencing market value, Marquette valued the Debtors' assets,
excluding cash and working capital, at $40,000,000. Part of that $40,000,000
value constituted


<PAGE>
approximately $1,500,000 in value ascribed to the Administrative Office Building
which has since been sold to the Sands. Based upon the Marquette appraisal, the
Debtors believe that the price offered by Park Place is in excess of realizable
value of the Debtors' assets. In addition, at the request of the Noteholders'
Committee, on August 22, 2000 PricewaterhouseCoopers ("PWC") issued an appraisal
report (the "PWC Appraisal") concerning the value of the Hotel Assets, the
Casino Assets and the Self Parking Garage (i.e., a fee simple interest in a
26-story main casino-hotel building, a nine story valet parking garage, a
13-story self-park garage, an air rights parcel occupied by a two-story
administrative office building connecting the casino-hotel building to the
garages, and all gaming and non-gaming furniture, fixtures and equipment). A
copy of the cover letter from PWC summarizing its valuation is annexed hereto as
Appendix E. Employing the three (3) traditional approaches to value - cost,
sales comparison, and income capitalization, the PWC Appraisal estimated that
the market value of such property as of October 1, 2000 was $78 million. For
purposes of the PWC Appraisal, "market value" is defined as the most probable
price which a property should bring in a competitive and open market under all
conditions requisite to a fair sale, the buyer and seller each acting prudently
and knowledgeably, and assuming the price is not affected by undue stimulus.
Implicit in this definition is the consummation of a sale as of the specified
date and the passing of title from seller to buyer under conditions whereby: (i)
buyer and seller are typically motivated; (ii) both parties are well informed or
well advised, and acting in what they consider their own best interests; (iii) a
reasonable time is allowed for exposure in the open market; (iv) payment is made
in terms of cash in U.S. Dollars or in terms of financial arrangements
comparable thereto; and (v) the price represents the normal consideration for
the property sold, unaffected by special or creative financing or sales
concessions granted by anyone associated with the sale.

Settlement Regarding "Cage Cash"

         The Corporation and CPPI (the "Claridge Debtors") estimate that as of
an assumed Effective Date of May 31, 2001, they will have in their respective
bank accounts and casino cage accounts approximately $20,000,000 after deduction
of any uncleared checks. Of that amount, approximately $9,800,000 (the so-
called "cage cash," i.e., cash on hand at CPPI as of its Petition Date in the
casino's house bank) will be deemed not subject to the First Mortgage
Noteholders' lien but will be available to satisfy administrative, priority and
unsecured claims. Under the Plan, on the Effective Date the Claridge Debtors
also will stipulate that all cash of CPPI (i.e., estimated at approximately
$10,200,000) other than the aforesaid $9,800,000 of "cage cash" is subject to
the Indenture Trustee's lien for the benefit of itself and the Noteholders . In
addition, it is estimated by the Indenture Trustee that the Indenture Trustee is
entitled either as its property or as its cash collateral to approximately
$3,000,000, comprised of approximately $500,000 and interest thereon held in an
account at Summit Bank NA, in respect of the September 1999 Operating Leases
Payment approximately $1,000,000 in payments received pursuant to the Global
Stipulation (described below) net of payments made and to be made to ACBA in
respect of its court approved budgeted expenses, payments to ACBA's court
appointed professionals and the fees and expenses of the Indenture Trustee, and
the approximate $1.7 million in proceeds from the sale post-petition of the
Administrative Office Building and interest earned thereon held at Summit Bank.
The Debtors will likewise stipulate that this money is either the property of
the Indenture Trustee or subject to the lien in favor of the Indenture Trustee
and the holders of the First Mortgage Notes. After satisfaction of the Indenture
Trustee's fees and expenses estimated at approximately $1,700,000, at the
Effective Date of May 31, 2001 the Debtors estimate that approximately
$71,200,000 will be available to distribute to the holders of the First Mortgage
Notes, on their secured claims broken out as follows:

                           $65,000,000      Purchase Price

                           $10,200,000      CPPI Encumbered Cash

                           ($7,000,000)     Cash Transferred to Park Place

                           $ 3,000,000      Net cash held in Summit Escrow
                           ----------
                           $71,200,000      Accounts or by Indenture Trustee


<PAGE>
         The Plan values the Noteholders' Collateral at $71,200,000 and, thus,
pursuant to 11 U.S.C. ss. 506, the Plan deems the Noteholders to have Allowed
Secured Claims in an amount equal to $71,200,000, subject to modification
depending upon permitted adjustments provided in the Park Place Purchase
Agreement and actual operating revenues and expenses through an assumed closing
date of May 31, 2001. It is possible that those adjustments could be negative to
the Claridge Debtors which would decrease the recovery to the Noteholders in
respect of their secured claims and, by extension, adversely impact recoveries
to the Noteholders, in respect of their deficiency claims, and accordingly
reduce the recovery to holders of Allowed Claims classified in Classes 3, 4 and
5 since the Noteholders would have a larger deficiency claim. Conversely, those
adjustments could very well be favorable to the Claridge Debtors. The Claridge
Debtors do not expect that the adjustments will be negative, in any material
respect. By voting to accept the Plan, however, there can be no assurance that
you will receive the percentage estimates set forth in the Disclosure Statement
upon your Allowed Claim.

         In addition, there will be an additional distribution of approximately
$4 million (i.e., a 20% estimated recovery on their deficiency claims) to the
holders of the First Mortgage Notes (on the assumption that the deficiency claim
of the Noteholders will be $20,000,000 and the other unsecured claims will total
$5,000,000) on account of their deficiency claims as discussed below, which
brings the total distribution to Noteholders to approximately $75.2 million.

         You should also be aware that the Unsecured Creditors' Committee has
not supported this settlement regarding the amount of the cash held by or on
behalf of the Claridge Debtors that is subject to the Indenture Trustee's liens.
Rather, the Creditors' Committee contends that a greater portion of the Claridge
Debtors' cash is not subject to the Indenture Trustee's lien. To the extent that
the Creditors' Committee is successful, more cash would be available for the
unsecured creditors and the deficiency portion of the Noteholders' claims and
less on account of the secured portion of the Noteholders' claims. In addition,
this settlement is not binding on any entity unless and until it is approved by
the Court. That having been said, the Plan if approved would constitute approval
of this settlement, the terms of which would be binding upon the Debtors, their
creditors and all other parties-in-interest.

 Establishment of Liquidating Trusts

         The Plan contemplates a liquidation and dissolution of the Debtors.
Reserves are to be established from Unencumbered CPPI Cash to pay for the costs
associated with filing final tax returns, overseeing claims objections, making
distributions to creditors as provided under the Plan and for filing a final
accounting with the Bankruptcy Court. A liquidating trust (the "General
Liquidating Trust") is to be established to hold title to all assets of the
Debtors that are not sold to Park Place (the "Excluded Assets") and which
property is not otherwise subject to the liens asserted by the holders of the
First Mortgage Notes (that property is to be administered by the First Mortgage
Notes Liquidating Trust). The Excluded Assets include, among other things, the
$9,800,000 of "cage cash" and causes of action against third-parties, including
avoidance actions. The value of the other Excluded Assets to be transferred to
the General Liquidating Trust (that is, other than the $9,800,000 in cash) is
estimated to be no more than $200,000. Principally, this money would be from the
recoveries, if at all, in respect of preference claims asserted by the Debtors,
which are being assigned to the General Liquidating Trust. The trustee (the
"General Liquidating Trustee") of the General Liquidating Trust will be
appointed by the Official Committee of Unsecured Creditors (the "Creditors'
Committee.") The General Liquidating Trust will also be responsible for filing
objections to claims and making distributions to holders of Class 3, 4, and 5
Allowed Claims. The cost and expense of the General Liquidating Trust shall be
funded from the General Liquidating Trust

<PAGE>
Administrative Reserve. On the Effective Date, $200,000 of Unencumbered CPPI
Cash shall be deposited into the General Liquidating Trust Administrative
Reserve. If the General Liquidating Trust Administrative Expense Claims exceed
that amount, such costs and expenses will be paid from the proceeds of the
General Liquidating Trust Assets before distributions are made to other
creditors. In addition, under the Plan, a second liquidating trust is to be
established (the "First Mortgage Liquidating Trust") into which shall be
deposited the Excluded Assets that are subject to the liens, security interests
and encumbrances asserted by the Indenture Trustee and the stock of Corporation
to be issued to the holders of the First Mortgage Notes in respect of their
Class 7C Deficiency Claims. The trustee (the "First Mortgage Liquidating
Trustee") of the First Mortgage Liquidating Trust will be appointed by the
Noteholder Committee. Reserves to fund the administration of the First Mortgage
Liquidating Trust will be established from the Unencumbered CPPI Cash. The
initial amount set aside as the Post-Confirmation Administrative Expense Reserve
shall be $300,000, of which amount $50,000 shall be ear-marked to cover the
expenses other than tax liability (i.e., unpaid taxes, penalties and interest)
in connection with any tax inquiry, audit or appeal of any tax liability of ACBA
or its general partners. The responsibility for preparing ACBA's final tax
return shall be that of ACBA's corporate general partner and the cost associated
therewith will be funded in the amount of up to $59,400 pursuant to the terms of
the Global Stipulation. In addition, the First Mortgage Liquidating Trust will
be charged with the responsibility of liquidating any Excluded Assets subject to
the lien of the Indenture Trustee for the benefit of itself and the holders of
the First Mortgage Notes, and overseeing and implementing the wind-down of the
Claridge Debtors and ACBA. To the extent any of the Excluded Assets are subject
to the liens asserted in favor of the holders of the First Mortgage Notes, the
net proceeds therefrom will be remitted to the Indenture Trustee in further
reduction of their secured claims. It is expected that both liquidating trusts
will have completed their work required under the Plan within two (2) years from
the Effective Date.

         Under the Plan, any net proceeds (including the $9,800,000 of "cage
cash") from the disposition of the Excluded Assets not subject to the liens
asserted by the Indenture Trustee (the "Unencumbered CPPI Cash") will be
available to pay the following:

         (i) administrative expense claims not assumed by Park Place consisting
chiefly of claims of professionals employed by the Debtors, the Creditors'
Committee and the Official Committee of Secured Noteholders (the "Noteholder
Committee"); and

         (ii) priority claims, priority tax claims and the wind-down expenses,
including those of the General Liquidating Trustee and the First Mortgage
Liquidating Trustee and up to $50,000 which has been set aside to fund the
expense and costs (but not any underlying tax liability owed by a general
partner or a limited partner) relating to any tax inquiry, audit or appeal of
any tax returns for ACBA.

         It is estimated that the aggregate amount of (i) and (ii) above will
equal $5,000,000, leaving $5,000,000 to be distributed to holders of unsecured
claims. Holders of unsecured claims fall into two classes: (i) the unsecured
deficiency claims asserted by the Indenture Trustee for the benefit of the
holders of the First Mortgage Notes against CPPI and the Corporation (and
classified in Class 7B and Class 7C of the Plan); and (ii) all other unsecured
creditors of Corporation, CPPI and ACBA, including trade creditors (classified
in Classes 3, 4 and 5, respectively).

         The amount of the First Mortgage Noteholders' deficiency claims against
CPPI is determined by taking the amount of claims asserted by the First Mortgage
Noteholders as of CPPI's petition date (i.e., $90,500,000) and subtracting the
aggregate payments made by the Debtors under the Plan and received by the
holders of the First Mortgage Notes in respect of their secured Claims (i.e.,
Class 2 Claims) net of payments made to the Indenture Trustee post-petition for
its fees and expenses, including the professional fees of the Indenture Trustee.
The Debtors estimate that the First Mortgage Noteholders' deficiency claims, in
the aggregate, will be approximately $19,300,000 ($90,500,000 as of the Petition
Date less $71,200,000

<PAGE>
received in respect of the First Mortgage Noteholders' Allowed Secured Claims.)
All other general unsecured claims in Classes 3, 4 and 5 total approximately
$5,000,000.

         Assuming $5,000,000 is available to pay unsecured claims, First
Mortgage Noteholders will receive approximately $4,000,000 on their deficiency
claims against CPPI (i.e., a 20% recovery). When all distributions to holders of
First Mortgage Notes are added together (i.e., their Class 2 and 7 claims), the
Debtors' project that holders of the First Mortgage Notes will receive an 83%
distribution upon their secured and unsecured claims which is approximately
88.47% of the principal amount of their Notes.

         The Plan has an added feature to make it more attractive to unsecured
creditors in Classes 3, 4 and 5. Park Place owns at least $2,500,000 of the
First Mortgage Notes. Assuming the Plan is confirmed and the Park Place Purchase
Agreement closes, Park Place has agreed to ear- mark to the Debtors' general
unsecured creditors the distribution it would otherwise be entitled to receive
under the Plan on account of $2,500,000 of the First Mortgage Notes it owns. You
should be aware, however, that by voting to accept the Plan if the Park Place
Purchase Agreement does not close there can be no assurances that the
Alternative Buyer will own any First Mortgage Notes or that such Buyer will be
able or willing to ear-mark any funds to distribute to holders of Class 3, 4 and
5 Claims. Accordingly, holders of Class 3, 4 or 5 claims could receive a
substantially smaller distribution if the Debtors close a sale to an Alternative
Buyer. With this allocation, under the Plan, the Debtors estimate that, in the
aggregate, holders of general unsecured claims will receive approximately
$3,000,000 (i.e., approximately $1,000,000 of the Unencumbered CPPI Cash and
approximately $2,000,000 from Park Place). This translates into a sixty-one and
one-half (61.5%) percent recovery, on the Effective Date, and may be higher if
certain personal injury claims are allowed in an amount less than has been
claimed.

Resignation of Board

         On the Effective Date, the board of directors of the Corporation and
CPPI will resign. The stock of CPPI in which the Indenture Trustee has a first
lien and security interest will be placed in the First Mortgage Liquidating
Trust for the benefit of the First Mortgage Noteholders in satisfaction of the
secured claim of First Mortgage Noteholders against the Corporation. The stock
in the Reorganized Corporation to be issued under the Plan will be placed in the
First Mortgage Liquidating Trust for the benefit of the First Mortgage
Noteholders in satisfaction of the unsecured claim of the holders of the First
Mortgage Notes against the Corporation and the trustee under that trust will
designate the new board of Corporation, which in turn will designate the new
board of CPPI. The boards will have no functions since the First Mortgage
Liquidating Trustee will be charged under the Plan with liquidating the Excluded
Assets subject to the liens asserted by the Indenture Trustee and winding-down
the affairs of the Claridge Debtors.

The Solicitation

         The Debtors are hereby soliciting votes for acceptance of the Plan
under Chapter 11 of the Bankruptcy Code from their respective creditors,
including the holders of the Corporation's outstanding 11 3/4% Notes due 2002
(the "First Mortgage Notes") and the other classes of creditors that are
impaired and entitled to vote to accept or reject the Plan. This includes the
Debtors' general unsecured trade creditors who are classified in Claims 3, 4 and
5, depending upon whether such claims are asserted against CPPI, Corporation or
ACBA, respectively. The Debtors believe that the Plan has the most favorable
terms available to such creditors, equity security holders and the First
Mortgage Noteholders and each of the Debtors recommend that its creditors and
equity security holders vote to accept the Plan.

Summary of Treatment of Claims
and Interests Relating to the Debtors

         The Plan categorizes the Claims against and Interests in the Debtors
that the Debtors believe existed on August 16, 1999 into 14 classes. The Plan
also provides that expenses incurred by the Debtors during


<PAGE>
the Chapter 11 cases will be paid in full and specifies the manner in which the
Claims and Interests in each class are to be treated. To the extent that the
terms of this Disclosure Statement vary with the terms of the Plan, the terms of
the Plan shall be controlling. The table below provides a summary of the
classification and treatment of Claims and Interests relating to the Debtors
under the Plan:



<PAGE>
<TABLE>
<CAPTION>
Class       Type of Claim or Interest          Treatment
-----       -------------------------          ---------
<S>         <C>                                <C>
N/A         Administrative Expense             To be paid, to the extent Allowed, in full in cash on the Effective Date
            Claims                             or within five days after such Claim becomes Allowed. With respect to
                                               Administrative Expense Claims asserted against the Debtors, those arising
                                               in the ordinary course of business shall be assumed by Park Place
                                               pursuant to the Park Place Purchase Agreement. This includes trade,
                                               employee and other obligations incurred as part of the day to day
                                               post-petition obligations of the Debtors. All other administrative
                                               expense claims, including claims of professionals shall be paid from the
                                               Unencumbered CPPI Cash as and when such claims are allowed and approved
                                               by the Bankruptcy Court.

N/A         Priority Tax Claims                To be paid, to the extent Allowed, in full in cash, from Unencumbered
                                               CPPI Cash upon the later of the Effective Date or the date upon which
                                               such Claim becomes an Allowed Claim. The Debtors believe that Priority
                                               Tax Claims will not exceed $80,000.

1           Priority Claims                    Unimpaired. To be paid in cash from Unencumbered CPPI Cash, to the extent
                                               Allowed, in full plus applicable interest or other charges on the later
                                               of (i) the Effective Date or (ii) the date upon which such Claim becomes
                                               an Allowed Claim.

2           First Mortgage Note                Impaired. Under the Plan, Secured Claims of the holders of the First
            Secured Claims                     Mortgage Notes are sub-divided into separate classes 2A, 2B and 2C to
                                               reflect the fact that the holders of the First Mortgage Notes have
                                               Secured Claims against each of these Debtors. Holders of First Mortgage
                                               Notes in respect of their Allowed Secured Claims shall receive, in the
                                               aggregate: (1) the ACBA Purchase Price Allocation; (2) the CPPI Purchase
                                               Price Allocation; (3) the CPPI Encumbered Cash; (4) the ACBA/Indenture
                                               Trustee Cash (net of all cash paid to the Indenture Trustee); (5) the
                                               stock of CPPI; and (6) Net Proceeds received from the liquidation of any
                                               property owned by Corporation that is encumbered by the Indenture
                                               Trustee's lien and the Excluded Assets to the extent such property is
                                               encumbered by the Indenture Trustee's lien; less (7) $7,000,000 (which
                                               represents the Cash to be transferred to Park Place pursuant to the terms
                                               of the Park Place Purchase Price); net of (8) all cash paid to the
                                               Indenture Trustee in respect of the Indenture Trustee Fee Claim from the
                                               Filing Date through the Effective Date.
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
<S>         <C>                               <C>
3           General Corporation Claims         Impaired. Pro rata distribution of the Unsecured Creditors Unencumbered
                                               Cash Allocation. The Debtors project that the aggregate amount of Allowed
                                               Claims in Classes 3, 4 and 5 will be less than $5,000,000. Under the
                                               plan, the holders of such claims shall receive a pro rata distribution
                                               from the Unsecured Creditors Unencumbered Cash Allocation. However, the
                                               claims resolution process has not yet concluded and it is possible that
                                               the aggregate amount of such claims may exceed $5,000,000. Holders of
                                               Allowed Class 3 Claims shall receive their pro rata share of the
                                               Unsecured Creditor Allocation.

4           General CPPI Claims                Impaired. Pro rata distribution of the Unsecured Creditors Unencumbered
                                               Cash Allocation. The Debtors project that the aggregate amount of Allowed
                                               Claims in Classes 3, 4 and 5 will be less than $5,000,000. Under the
                                               plan, the holders of such claims shall receive a pro rata distribution
                                               from the Unsecured Creditors Unencumbered Cash Allocation. However, the
                                               claims resolution process has not yet concluded and it is possible that
                                               the aggregate amount of such claims may exceed $5,000,000. Holders of
                                               Allowed Class 4 Claims shall receive their pro rata share of the
                                               Unsecured Creditor Allocation.

5           General ACBA Claims                Impaired. The Debtors project that the aggregate amount of Allowed Claims
                                               in Classes 3, 4 and 5 will be less than $5,000,000. Under the plan, the
                                               holders of such claims shall receive a pro rata distribution from the
                                               Unsecured Creditors Unencumbered Cash Allocation. However, the claims
                                               resolution process has not yet concluded and it is possible that the
                                               aggregate amount of such claims may exceed $5,000,000. Holders of Allowed
                                               Class 5 Claims shall receive their pro rata share of the Unsecured
                                               Creditor Allocation.

6           Intercompany Claims                Impaired. On the Effective Date, other than its property which
                                               constitutes the Excluded Assets, ACBA will sell, transfer, convey and
                                               assign, without recourse, all of its right, title and interest in and to
                                               its assets which comprise the Park Place Property to Park Place free and
                                               clear of any liens, claims, encumbrances or interests, other than the
                                               Wraparound Note, the FF&E Note and the Wraparound Mortgage, which will be
                                               assumed by Park Place. The Operating Leases will terminate without
                                               liability. All other Intercompany Claims between and among the Claridge
                                               Debtors and ACBA will be waived, released and extinguished. ACBA will
                                               transfer all of its right, title and interest in and to its property
                                               comprising the Excluded Assets to CPPI. Any Intercompany Claim of CPPI
                                               against the Corporation shall not be affected by the Plan except that
                                               such Claim shall be subordinated, in all respects, to payment in full of
                                               any Claims held by third-parties against the Corporation as of the
                                               Effective Date, including those Claims classified in Class 4.

</TABLE>


<PAGE>
<TABLE>
<CAPTION>
<S>         <C>                               <C>
7           First Mortgage Notes               The Plan separately classifies the Deficiency Claims of the First
            Deficiency Claim                   Mortgage Noteholders into three (3) sub-classes: ACBA Deficiency Claim
                                               (7A), CPPI Deficiency Claim (7B) and Corporation Deficiency Claim (7C).
                                               Due to the non-recourse nature of the claims asserted against ACBA, the
                                               ACBA Deficiency Claim is $0 and will receive no distribution under the
                                               Plan. As for the CPPI Deficiency Claim, the First Mortgage Noteholders
                                               will receive a pro rata share of the CPPI Deficiency Claim Allocation. As
                                               for the Deficiency Claim against Corporation, the new shares of the
                                               Reorganized Corporation shall be issued to the First Mortgage Liquidating
                                               Trustee to be held for the benefit of the First Mortgage Noteholders
                                               pending the dissolution of Corporation.

8           Micros Leasing Secured             Impaired. On the Effective Date, the holder of such Claim will receive a
            Claim                              new note in the face amount of such holder's Claim, including the
                                               aggregate balance of all lease payments (less the imputed interest rate).
                                               The new note will mature in one (1) year; pay interest quarterly, in
                                               arrears, at the rate of eight (8%) percent per annum and be secured by
                                               the property that was the subject of the pre- petition agreement with the
                                               Debtors. Such property shall be sold to Park Place or the Alternative
                                               Buyer, as the case may be, and the Debtors shall have no further
                                               liability upon such claim.

9           Simplex Secured Claim              Impaired. On the Effective Date, the holder of such Claim will receive a
                                               new note in the face amount of such holder's Claim, including the
                                               aggregate balance of all lease payments (less the imputed interest rate).
                                               The new note will mature in one (1) year; pay interest quarterly, in
                                               arrears, at the rate of eight (8%) percent per annum and be secured by
                                               the property that was the subject of the pre- petition agreement with the
                                               Debtors. Such property shall be sold to Park Place or the Alternative
                                               Buyer as the case may be, and the Debtors shall have no further liability
                                               upon such claim.

10          Contingent Payment Rights          Impaired. On the Effective Date, all such Allowed Claims shall be
            Claims                             extinguished and no distribution will be made in respect to such Claims
                                               including any Allowed Claims arising out of or in connection with the
                                               Debtor's rejection of the Restructuring Agreement. Holders of these
                                               claims consist of Releasing Investors.
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
<S>         <C>                                <C>
11          Contingent Payment Claims          Impaired. On the Effective Date, all such Allowed Claims shall be
                                               extinguished and no distributions will be made in respect to such Claims,
                                               including any Allowed Claims arising out of or in connection with the
                                               Debtor's rejection of the Restructuring Agreement. Holders of these
                                               claims consist of Webb, or its successors and assigns.

12          Corporation Interests              Impaired. On the Effective Date, all Allowed Corporation Interests will
                                               be extinguished and no distributions will be made in respect of such
                                               Corporation Interests.

13          CPPI Interests                     Unimpaired. On the Effective Date, the Corporation will transfer 100% of
                                               the CPPI Interests to the First Mortgage Notes Liquidating Trustee, which
                                               will vest free and clear of all liens, claims, interests or encumbrances.

14          ACBA Interests                     Impaired. On the Effective Date, all ACBA Interests will be extinguished
                                               and no distribution will be made in respect of such ACBA Interests.
</TABLE>

         For a more detailed description of the treatment of the foregoing
classes of Claims and Interests, see "Summary Of The Plan -- Classification of
Claims and Interests Under the Plan."




<PAGE>
                                   BACKGROUND

The Claridge Debtors and ACBA

         The Corporation, a New York corporation, through its wholly-owned
subsidiary CPPI, a New Jersey corporation, operates The Claridge Hotel and
Casino (the "Claridge") in Atlantic City, New Jersey. The Corporation has no
substantial assets other than its 100 percent ownership interest in CPPI. ACBA
is a New Jersey limited partnership.

History and Structure

         On October 31, 1983, (a) CPPI acquired the casino license and gaming
equipment of the Claridge (the "Casino Assets") from DEWNJ; (b) ACBA acquired
the Hotel Assets (other than the land) and a ground lease for the land from
DEWNJ; (c) CPPI leased the Hotel Assets (other than the land) from ACBA; (d)
CPPI subleased the land on which the Claridge is located from ACBA; and (e) CPPI
assumed certain liabilities related to the acquired assets and undertook to
carry on the business of the Claridge. In connection with these transactions,
ACBA granted the Wraparound Mortgage to CPPI. These transactions were entered
into in connection with the private placement of equity interests in the
Corporation and ACBA. The offering was structured to furnish the investors with
certain tax benefits available under the federal tax law then in effect. The
existing common stock of the Corporation and the limited partnership interests
of ACBA were sold together in the private placement as units and, because there
has been relatively little trading in the stock or ACBA interests, there is a
substantial similarity between the equity ownership of the Corporation and ACBA.
Although the Corporation and ACBA are independent entities, approximately 93% of
the existing common stock of the Corporation is owned by Persons who also own
limited partnership interests in ACBA. ACBA does not currently engage in any
significant business activities other than those relating to the Claridge.

         In October 1988, the Corporation, CPPI and ACBA entered into the
Restructuring Agreement. The restructuring, which was consummated in June 1989,
resulted in (i) a reorganization of the ownership interests in the Claridge;
(ii) modifications of the rights and obligations of certain lenders; (iii)
satisfaction and termination of the obligations and commitments of Webb and
DEWNJ under the original structure; (iv) modifications of the lease agreements
between CPPI and ACBA; (v) acquisition of the land underlying the Hotel Assets
by ACBA from DEWNJ and (vi) the forgiveness by Webb of substantial indebtedness.

         On January 31, 1994, the Corporation completed an offering of $85
million aggregate principal amount of the First Mortgage Notes. The First
Mortgage Notes are secured by (i) the First Mortgage, (ii) a pledge granted by
the Corporation of all outstanding shares of capital stock of CPPI and (iii) the
CPPI Guaranty. The CPPI Guaranty is secured by a Collateral Assignment of the
Wraparound Mortgage and by a lien on the Claridge's gaming and other assets,
including, but not limited to, inventory, accounts receivable, equipment, hotel
rents, trademarks, intangibles and cash. In addition, in January 1997, CPPI
subjected its new self-parking garage (the "Self-Parking Garage") to the lien of
the First Mortgage. Interest on the First Mortgage Notes is payable semiannually
on February 1 and August 1 of each year.

         The net proceeds of the First Mortgage Notes, totaling approximately
$82.2 million, were used in part as follows: (i) to repay in full on January 31,
1994, the Corporation's outstanding debt under a loan facility (approximately
$35 million); (ii) to expand the Claridge's casino capacity by 12,000 square
feet in 1994, including the addition of approximately 500 slot machines and the
relocation of two restaurants and their related kitchens (approximately $13
million); and (iii) to purchase property in 1995 and construct on that property
a self-parking garage that opened in 1996 (approximately $28 million).



<PAGE>


         The current ownership structure of the Corporation, CPPI and ACBA is
depicted in the following table:
















         The current relationships and agreements between the Corporation, CPPI
and ACBA are described below:

         Operating Lease/Expansion Operating Lease

         The Casino Assets are owned by CPPI. The Hotel Assets and underlying
land are owned by ACBA and leased by ACBA to CPPI. The lease obligations are set
forth in the Operating Leases.

         The initial term of the Operating Leases expired on September 30, 1998
and CPPI exercised the first of the 10-year renewal options, extending the
Operating Leases through September 30, 2008. Basic rent during the first renewal
term of the Operating Leases is calculated pursuant to a formula, with such rent
not to be more than $32.5 million nor less than $26.5 million for the lease year
commencing October 1, 1998 through September 30, 1999, and, subsequently, not to
be greater than 10% more than the basic rent for the immediately preceding lease
year in each lease year thereafter. Basic rent for the lease year commencing
October 1, 1998 was $26.5 million. For the lease year commencing October 1,
1999, Basic Rent is $26.5 million and it will be the same for the lease year
beginning October 1, 2000. Under the terms of the Operating Lease, CPPI has an
option to purchase, on September 30, 2003 and September 30, 2008, the Hotel
Assets and the underlying land for their fair market value at the time the
option is exercised.

         CPPI is also required to pay, as additional rent, amounts including
certain taxes, insurance and other charges relating to the occupancy of the land
and Hotel Assets, certain expenses and debt service relating to furniture,
fixtures and equipment replacements and building improvements ("FF&E
Replacements") and the general and administrative costs of ACBA, if necessary.
ACBA is required during the entire term of the Operating Leases to provide FF&E
Replacements to CPPI and to provide facility maintenance and engineering
services to CPPI. CPPI is required to lend to ACBA any amounts ("FF&E Loans")
necessary to fund the cost of FF&E Replacements and if ACBA's cash flow, after
allowance for certain distributions, is insufficient to provide the facility
maintenance and engineering services required of it, CPPI is also required to
lend to ACBA the funds required to provide those services. Any advances by CPPI
for either of the foregoing are secured under the Wraparound Mortgage in an
amount up to $25 million. There is currently approximately $12.0 million owed in
respect of the FF&E Loans. According to CPPI, the total amount owed in respect
of the Wraparound Note and the FF&E Notes is approximately $82 million. The
Wraparound Note and the FF&E Notes have been pledged to the Indenture Trustee as
collateral by CPPI and payment thereon is expressly subordinated to payment on
the First Mortgage Notes pursuant to the Subordination Agreement. Certain other
amounts owed to CPPI by ACBA also constitute collateral that secures the claims
of the Indenture Trustee and the Noteholders pursuant to the CPPI Security
Agreement.


<PAGE>

         Effective with the consummation of the restructuring in June 1989, the
Operating Leases were amended to provide for the deferral of up to $15.1 million
of rental payments during the period from July 1, 1988 through the beginning of
1992 and to provide for the abatement of $38.8 million of basic rent through
1998, thereby reducing ACBA's cash flow to an amount estimated to be necessary
only to meet ACBA's cash requirements. During the third quarter of 1991, the
maximum deferral of rent was reached. On August 1, 1991, the Operating Leases
were amended further to revise the abatement provisions so that, commencing
January 1, 1991, for each calendar year through 1998, the lease abatements could
not exceed $10 million in any one calendar year, and $38.8 million in the
aggregate. All of the $38.8 million of available rent abatements were fully
utilized by the end of March 1997.

         The terms of the Operating Leases have been amended from time to time
to provide for continued rent abatement. The most recent amendment (the "Sixth
Amendment"), which was effective September 30, 1998, allowed for the deferral of
$1.1 million of rent in either February 1999 or March 1999, dependent upon
certain conditions being met. These conditions, which must have occurred prior
to March 2, 1999, included (i) CPPI having received the proceeds in connection
with its settlement of the parking garage arbitration; and (ii) the Corporation
or CPPI having paid the interest that was due on the First Mortgage Notes on
February 1, 1999. CPPI received the proceeds from the settlement of the
arbitration involving the self- parking garage in February 1999 (see "Certain
Information Concerning the Debtors -- Legal Proceedings"), and paid the interest
due on the First Mortgage Notes on March 2, 1999, within the 30-day grace period
allowed in accordance with the terms of the First Mortgage Notes Indenture. The
$1.1 million of basic rent deferred in 1999 is to be paid to ACBA in monthly
installments of $25,000 commencing January 1, 2000 until paid in full (subject
to acceleration under certain circumstances). This amendment also provides for
additional abatements of rent, through December 31, 2004, as necessary to reduce
ACBA's cash flow to an amount necessary only to meet ACBA's cash requirements;
these abatements, however, are to be reduced by specified amounts for each
period commencing January 1, 2000 and ending December 31, 2004 ($83,333 per
month in 2000, $130,000 per month in 2001, $180,000 per month in 2002 and 2003,
and $130,000 per month in 2004).

         In addition to the deferral and abatements of rent described in the
preceding paragraph, the Sixth Amendment provides for the payment of $3.5
million of additional basic rent on the earlier of (i) the maturity date of the
Expansion Wraparound Note; (ii) such earlier date, if any, as the entire
principal amount of the Wraparound Mortgage becomes due and payable; or (iii)
the date on which any merger, consolidation, or similar transaction to which the
Corporation or CPPI is a party, or any sale of all or substantially all of the
assets of the Corporation or CPPI is consummated, or any change in control of
the Corporation or CPPI occurs.

         If ACBA should fail to make any payment due under the Wraparound
Mortgage, CPPI may exercise a right of offset against rent or other payments due
under the Operating Lease and Expansion Operating Lease to the extent of any
such deficiency, subject to certain limitations set forth in the Subordination
Agreement referred to below.

         Wraparound Mortgage

         On October 31, 1983, ACBA executed and delivered to CPPI the Wraparound
Mortgage, which was subordinate to an $80 million first mortgage granted by ACBA
to a group of banks, and a $47 million purchase money second mortgage ("Purchase
Money Second Mortgage"), granted by ACBA to DEWNJ. The Purchase Money Second
Mortgage, which was due on September 30, 2000, was canceled upon satisfaction of
certain conditions set forth in an agreement entered into at the time of the
restructuring. In conjunction with the offering of the First Mortgage Notes on
January 31, 1994, the outstanding debt owed to the banks, which was secured by
the first mortgage, was satisfied in full. By its terms, the Wraparound Mortgage
may secure up to $25 million of additional loans to ACBA from CPPI to finance
FF&E Replacements and facility maintenance and engineering shortfalls. The
Wraparound Mortgage provides

<PAGE>
that, so long as ACBA is not in default on its obligations under the Wraparound
Mortgage, CPPI is obligated to make payments required under any senior mortgage
indebtedness. The indebtedness secured by the Wraparound Mortgage, which
originally was to mature on September 30, 2000, bears interest at an annual rate
equal to 14%, with certain interest installments that accrued in 1983 through
1988 totaling $20 million being deferred until maturity. In addition, ACBA is
required under the Wraparound Mortgage to make payments of principal and
interest in respect of any FF&E Loans made to finance FF&E Replacements or
facility maintenance or engineering costs as described above. To the extent
these FF&E Loans exceed $25 million in the aggregate outstanding at any time,
they will be secured under separate security agreements and not by the lien of
the Wraparound Mortgage.

         On March 17, 1986, the first mortgage was amended and assumed by CPPI.
The amount of the amended and assumed first mortgage was increased to secure up
to $96.5 million to provide financing for certain improvements. Indebtedness
secured by the Wraparound Mortgage was increased by an amount up to $17 million
to provide ACBA with the necessary funding.

         Effective August 28, 1986, ACBA commenced making level monthly payments
of principal and interest so as to repay on September 30, 1998, in full, the
principal balance of this $17 million increase in the Wraparound Mortgage. On
March 17, 1986, the Wraparound Mortgage was amended to require that the $127
million aggregate principal amount secured by it would be repayable in
installments during the years 1988 through 1998 in escalating amounts totaling
$80 million, with a balloon payment of $47 million and the $20 million of
deferred interest due on September 30, 2000.

         In connection with the offering of the First Mortgage Notes on January
31, 1994, CPPI and ACBA entered into the Subordination Agreement with the
Trustee (the "Subordination Agreement"), which made the lien of the Wraparound
Mortgage and the Wraparound Notes, Expansion Wraparound Note and FF&E Notes
secured thereby and payment thereof expressly subordinate to the First Mortgage.

         In connection with the offering of the First Mortgage Notes on January
31, 1994, the Corporation agreed to use not less than $8 million from the net
proceeds of the offering to finance certain internal improvements to the
Claridge which were funded through additional FF&E Loans. In connection
therewith, the Wraparound Mortgage and the Operating Leases were amended to
provide that the principal on these additional FF&E Loans will be payable at
final maturity of the Wraparound Mortgage.

         Effective March 1, 1997, the Corporation, CPPI and ACBA entered into a
restructuring agreement, pursuant to which CPPI agreed to use its best efforts
to cause a modification of the Wraparound Mortgage (the "Wraparound
Modification") that is permitted by, or is in compliance with, the terms of the
First Mortgage Notes Indenture. The Wraparound Modification, if so permitted,
will provide for an extension of the maturity date of the Wraparound Mortgage
from September 30, 2000 to January 1, 2004. If the Wraparound Modification is
not permitted by or in compliance with the terms of the First Mortgage Notes
Indenture, CPPI has agreed to effect the Wraparound Modification at such time as
the First Mortgage Notes are no longer outstanding.

         Effective September 30, 1998, the Corporation, CPPI and ACBA agreed to
amend the March 1997 restructuring agreement to provide for an extension of the
maturity date of the Wraparound Mortgage to January 1, 2005. In addition, the
Wraparound Mortgage and Wraparound Note were amended to defer the principal
payments that were payable during the fourth quarter of 1998 (totaling $3.5
million) to the earlier of (i) the maturity date of the Wraparound Mortgage and
Wraparound Note; (ii) such earlier date, if any, as the entire principal amount
of the Wraparound Note becomes due and payable; or (iii) the date on which any
merger, consolidation, or similar transaction to which the Corporation or CPPI
is a party, or any sale of all or substantially all of the assets of the
Corporation or CPPI is consummated, or any change of control of the Corporation
or CPPI occurs.

<PAGE>

Contingent Payment

         Following the 1983 transactions, Webb and its affiliates retained
significant interests in the Claridge. Effective with the closing of the
Restructuring (as defined in the Restructuring Agreement) in June 1989, all or
substantially all of the financial, contractual, ownership, guarantee and other
relationships of the Corporation and CPPI with Webb were terminated. The
Restructuring Agreement provided that Webb would retain the Contingent Payment.
To give effect to the Contingent Payment, the Corporation and ACBA agreed not to
make any distributions to their respective shareholders or partners, whether
derived from operations or from sale or refinancing proceeds, until Webb had
received the Contingent Payment. The estimated amount payable in respect of the
Contingent Payment on December 31, 1998 was $88.3 million.

         In connection with the Restructuring, Webb agreed to grant Contingent
Payment Rights to those investors in the Corporation and ACBA from whom Webb had
received written releases from all liabilities (the "Releasing Investors").
Approximately 84% of the investors provided releases and became Releasing
Investors. Payments to Releasing Investors were to be made in accordance with a
schedule of priorities, as defined in the Restructuring Agreement.

         On April 2, 1990, Webb transferred its interest in the Contingent
Payment to an irrevocable trust for the benefit of the Valley of the Sun United
Way, and upon such transfer Webb was no longer required to be qualified or
licensed by the New Jersey Casino Control Commission (the "NJCCC").

         On February 23, 1996, the Corporation acquired an option (the
"Contingent Payment Option") to purchase, at a discount from the carrying value,
the Contingent Payment. The purchase price of the Contingent Payment Option was
$1 million, and the Contingent Payment Option could have been exercised any time
prior to December 31, 1997. The Corporation was not able to exercise the
Contingent Payment Option, and it expired unexercised on December 31, 1997.

Events Preceding Commencement of the Chapter 11 Cases

         During 1995, the cash provided by operations of the Claridge was
sufficient to meet the Corporation's obligations to pay interest on the First
Mortgage Notes, as well as to make moderate capital improvements. Commencing in
the latter part of 1995, however, competition in the Atlantic City casino market
for bus customers, a principal source of customers for the Claridge at the time,
increased; this competition intensified even more during 1996 as additional
casino square footage was added, principally due to the opening of the Trump
World's Fair casino. During 1996, the average coin incentive issued per bus
patron at the Claridge increased to approximately $19, from approximately $13 in
1995. Total cash incentives issued to Claridge's casino patrons (in the form of
coin to play slot machines and gaming chips to play table games) increased to
approximately $30.5 million in 1996, from approximately $25.2 million in 1995.
While the Corporation's promotional costs increased significantly, total casino
revenues in 1996 actually decreased from 1995 levels. It had been the
expectation of the Corporation that, upon the opening of its new self-parking
garage, the Corporation would be able to reduce its reliance on the bus patron
market; however, the Corporation was forced to close the garage facility on July
10, 1996, only ten days after its opening, following a fatal accident. Because
the facility was not able to reopen until the end of September 1996, the
Corporation lost any possible benefit of the facility during the normally busy
summer season. In addition, severe winter weather in the first quarter of 1996
adversely affected revenues. As a result, the Corporation experienced a net loss
for 1996 of $15.4 million, compared to a net loss of $1.9 million in 1995.

         The Corporation has experienced recurring losses and deterioration in
its cash flow since 1996. Since the Corporation did not have substantial cash
reserves or access to a line of credit, the Corporation needed to experience
significant improvement in operating results in 1997 over 1996 levels in order
to meet its ongoing obligations, including the interest due on the First
Mortgage Notes. Operating results in 1997 did improve over 1996 levels, due
primarily to the positive impact of the availability of the self-parking


<PAGE>
garage, lower bus package pricing, and other cost containment initiatives.
However, operating results in 1998 fell below 1997 levels due to increased
competition for casino customers. In 1998, the Corporation experienced a net
loss of $9.4 million, compared to a net loss of $6.0 million in 1997. In the
fall of 1998, CPPI redirected its bus program to reduce the number of customers
who arrive by bus, and, thereby, related costs. Total coin issued to bus
passengers in 1998 was $13.5 million, compared to $15.0 million of coin issued
to bus passengers in 1997. Marketing efforts toward the mid-level slot customer
through the use of promotions and advertising were enhanced.

         Furthermore, as it had sought to do prior to the Claridge Debtors
Filing Date, management continues to conserve cash through various cost
containment measures. These include various operational changes, including the
previously mentioned redirection of the bus program. In addition, prior to the
Claridge Debtors' Filing Date, management also caused CPPI to enter into certain
transactions with PDS Financial Corporation ("PDS") and the Casino Reinvestment
Development Authority ("CRDA"), as further discussed below.

         In December 1997, CPPI obtained a commitment from PDS for a sale
lease-back facility (the "Facility"). Under the terms of the Facility, CPPI
could sell certain of its slot machines to PDS under a sale lease-back
arrangement, for a specified amount per slot machine. In February 1998, CPPI
sold 370 slot machines to PDS for approximately $1 million under this Facility.
The machines were then leased back to CPPI under an operating lease arrangement
for two years. After two years, CPPI had an option to either purchase the
machines, renew the lease arrangement for twelve months, or return the equipment
to PDS. In December 1998, CPPI completed the sale of an additional 379 slot
machines to PDS for approximately $776,000, under terms similar to those
described above. No additional financing is available under this Facility.

         In October 1998, the CRDA approved the direct investment of CPPI funds,
already on deposit with the CRDA, and the completion of certain donations of
CPPI funds also already on deposit. These transactions resulted in the receipt
by CPPI of approximately $930,000 from the CRDA in December 1998.

         In addition, in February 1999, the Corporation and CPPI agreed to a
settlement of approximately $2.3 million in the arbitration proceedings
concerning the accident which took place in CPPI's self-parking garage in July
1996. The settlement proceeds were received by CPPI in late February 1999.

         As a result of these transactions, on March 2, 1999, CPPI was able to
pay the interest due on the First Mortgage Notes on February 1, 1999, under the
30-day grace period allowed in accordance with the terms of the First Mortgage
Notes Indenture.

         In 1996 the Claridge Debtors retained financial advisors and explored
several alternatives, including strategic investments by third parties, the sale
of the Claridge Debtors and the restructuring of the First Mortgage Notes.
Although the Claridge Debtors negotiated with interested parties in late 1996
and early 1997, the Claridge Debtors did not pursue any of those alternatives.

         Based on the Claridge Debtors' poor cash flow and recurrent losses,
management determined that the Claridge Debtors were not able to continue paying
interest due on the First Mortgage Notes while being able, at the same time, to
satisfy their other obligations. The Claridge Debtors did not pay the interest
due on the First Mortgage Notes on August 2, 1999, and on August 16, 1999, the
Claridge Debtors each filed voluntary petitions under Chapter 11 of the
Bankruptcy Code. As a result of certain actions taken by the First Mortgage
Notes Indenture Trustee, ACBA filed a voluntary petition under Chapter 11 of the
Bankruptcy Code on October 5, 1999.



<PAGE>
         During 1998 and 1999, the Claridge Debtors continued to consider
alternatives, such as a sale of their businesses or strategic investments by
third parties. In 1999, the Corporation entered into a letter of intent with
Schottenstein Realty Corporation that contemplated a strategic investment in the
Corporation and a restructuring of the First Mortgage Notes. On November 10,
1999 the Corporation announced that it would not pursue that transaction;
instead, the Debtors determine that it would be in the best interest of their
respective estates, creditors and equity holders for them to file a stand-alone
plan of reorganization.

         On May 19, 2000, the Debtors filed and sought approval of their First
Amended Plan of Reorganization (the "Prior Plan"). Under the Prior Plan all of
the equity in the Corporation was to be transferred to the holders of the First
Mortgage Notes in full satisfaction of their claims. In essence, the First
Mortgage Noteholders would become the new owners of the Claridge Debtors. In
addition, the Debtors proposed to pay out holders of Claims in Class 3, 4 and 5
over five (5) years without interest in six (6) equal annual installments. The
Indenture Trustee and the Noteholders' Committee opposed the Prior Plan. The
Creditors' Committee supported the Prior Plan as did various entities owned or
controlled by Carl C. Icahn (the "Icahn Interests") which at the time held over
forty (40) percent of the First Mortgage Notes outstanding. After solicitation
and balloting process, the Holders of the First Mortgage Notes, as a class,
voted to reject the Plan and the holders of Claims in Class 3, 4 and 5 voted to
accept the Plan. At or about that time the Noteholders' Committee and its
retained advisors, including the investment banking firm of US Bancorp Libra,
solicited possible expressions of interest from entities about a possible
all-cash sale of the Debtors' assets. The Debtors supported the Noteholder
Committees' efforts and worked with the Noteholder Committee to develop bidding
procedures and solicitation materials in order to identify potential interested
purchasers. The Debtors received three (3) offers before October 13, 2000 and,
after negotiation, concluded that the proposal submitted by Park Place was the
superior offer. That decision was supported by the Noteholder Committee. After
due deliberation, the Debtors elected to withdraw the Prior Plan and focus their
efforts on finalizing negotiations of a definitive purchase agreement with Park
Place and moving forward with this Plan. The Debtors believe that the efforts to
date to market their assets have been exhaustive, comprehensive and extremely
thorough and have concluded that the Park Place Purchase Agreement in
conjunction with the terms of the Plan represent a superior proposal, after
taking into account all relevant factors, than any other proposal heretofore
submitted. The Debtors urge you to vote to accept the Plan.

                  REASONS FOR THE SOLICITATION; RECOMMENDATION

         The solicitation is being commenced at this time in order to receive
the acceptances of all creditors of the Debtors entitled to vote to accept or
reject the Plan. Under the Plan, holders of the First Mortgage Notes will
receive in respect of their Secured Claims a pro rata amount of the Park Place
Purchase Price, the ACBA/Indenture Trustee Cash, the CPPI Encumbered Cash, the
Net Proceeds of any property owned by Corporation the stock of CPPI and the
Excluded Assets (to the extent such property was subject to the liens asserted
by the Indenture Trustee) less $7,000,000 (which represents the cash to be
transferred to Park Place pursuant to the terms of the Park Place Purchase
Agreement) and net of all cash received by the Indenture Trustee in respect of
the Indenture Trustee Fee Claim. In addition, with respect to their deficiency
claims against CPPI, the holders of such claims will share pro rata and pari
passu with the holders of Allowed claims in Classes 3, 4 and 5 in the
Unencumbered CPPI Cash after satisfaction or reservation for all claims senior
in priority to unsecured creditors, including Professional Fee Claims, Priority
Tax Claims, the Liquidating Trust Administrative Expense Claims, and
Post-Confirmation Wind-Down Expense Claims. The Debtors believe that the
treatment afforded their respective creditors is the best alternative available
to them at this time. See "Alternatives to Confirmation and Consummation of the
Plan." Further, the Debtors believe that any other plan is likely to require
significant delays that will further diminish the value received by the
Noteholders and the Debtors' other creditors. As noted above, the Claridge
Debtors have not been able to locate other prospective buyers of the Claridge
willing to make a firm higher or better offer than that set forth in the Park
Place Purchase Agreement. See "Background -- Events Preceding Commencement of


<PAGE>

the Chapter 11 Cases." The Debtors believe that the Plan has the most favorable
terms available to their respective creditors and equity security holders and,
if the Plan is accepted by the Persons entitled to vote thereon, the pendency of
the bankruptcy cases should be significantly shortened and the administration of
such cases should be simplified and made less costly.

         IN LIGHT OF THE BENEFITS TO BE ATTAINED BY THE PERSONS ENTITLED TO VOTE
TO ACCEPT OR REJECT THE PLAN PURSUANT TO CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED BY THE PLAN, EACH OF THE DEBTORS RECOMMENDS THAT YOU VOTE TO ACCEPT
THE PLAN.

            THE BANKRUPTCY PLAN -- VOTING INSTRUCTIONS AND PROCEDURES

General

         The Debtors are seeking the acceptance of the Plan by their creditors
and equity security holders entitled to vote thereon, and this Disclosure
Statement, together with the accompanying Ballot, is being furnished to such
persons in connection with such solicitation. PLEASE NOTE THAT LIMITED PARTNERS
OF ACBA AND HOLDERS OF STOCK IN CORPORATION ARE NOT ENTITLED TO VOTE TO ACCEPT
OR REJECT THE PLAN. This Disclosure Statement may not be relied upon or used for
any purpose by any Person other than to determine whether or not to vote to
accept or reject the Plan.

Voting Deadline

         The Voting Deadline, after which Ballots and master Ballots (in the
case of a brokerage firm or other nominee holder of First Mortgage Notes in its
own name on behalf of a beneficial owner) with respect to the Plan will not be
accepted by the Debtors, is 5:00 p.m., Eastern Standard Time, on April __, 2001.
Except to the extent the Debtors so determine or as permitted by the Bankruptcy
Court, Ballots that are received after the Voting Deadline will not be accepted
or used by the Debtors in connection with the Debtors' request for confirmation
of the Plan (or any permitted modification thereof).

         The Debtors reserve the right to amend or modify the terms of the Plan
or waive any of the conditions thereto, subject to the requirements of the
Bankruptcy Code and to such other consents as may be required under the Plan, if
and to the extent that the Debtors determine that such amendments or
modifications are necessary or desirable in order to complete the Plan. The
Debtors will give the Persons entitled to vote on the Plan such notice of
amendments and modifications as may be required by the Plan or by applicable
law.

Voting Procedures Particular to Noteholders

         The Debtors are providing copies of this Disclosure Statement, Ballots,
and where appropriate, master Ballots, to all registered Noteholders as of the
approval date of the Disclosure Statement. Noteholders who hold First Mortgage
Notes otherwise than for their own account (e.g., brokerage firms, banks, trust
companies or other nominees) should promptly provide copies of this Disclosure
Statement and appropriate Ballots to customers and to Beneficial Owners. Any
Beneficial Owner of First Mortgage Notes who has not received a Ballot should
contact their nominee or the Corporation.

         (a) Beneficial Owners of First Mortgage Notes

         For purposes of voting to accept or reject the Plan, the Beneficial
Owners of First Mortgage Notes will be deemed to be the "holders" of the Claims
represented by such First Mortgage Notes. Beneficial


<PAGE>
Owners holding First Mortgage Notes in "street name" through a brokerage firm,
bank, trust company or other nominee can vote only by following these
instructions:

         1.   Fill in all the applicable information on the Ballot;

         -02- Sign the Ballot (unless the Ballot has already been signed by the
              brokerage firm, bank, trust company or other nominee); and

         -03- Return the Ballot to your brokerage firm, bank, trust company or
              other nominee as soon as possible (but in any event at least one
              Business Day before the Voting Deadline). If you have any
              questions, contact the Corporation or your brokerage firm, bank,
              trust company or other nominee for instructions.

         No Ballot submitted to a brokerage firm or proxy intermediary will be
counted until such brokerage firm or proxy intermediary properly completes and
delivers a corresponding master Ballot to the Corporation (as discussed below).

         Any Beneficial Owners holding First Mortgage Notes of record in their
own name (i.e., registered Noteholders) can vote by completing and signing the
enclosed Ballot and returning it directly to the Corporation on or before the
Voting Deadline (using the enclosed self-addressed stamped envelope).

         If any Beneficial Owner owns First Mortgage Notes through more than one
brokerage firm, bank, trust company or other nominee, such Beneficial Owner may
receive multiple mailings containing the Ballots. Each Beneficial Owner should
execute a separate Ballot for each block of First Mortgage Notes that it holds
through a different nominee, for the aggregate amount of First Mortgage Notes
that it beneficially owned as of the Approval Date through such nominee and
return such Ballots to the respective nominees in the return envelope provided
therewith.

         Beneficial Owners who execute multiple Ballots with respect to First
Mortgage Notes held through more than one nominee must indicate on each Ballot
the names of all such other nominees and the additional amounts of such First
Mortgage Notes so held and voted.

         If a Beneficial Owner holds a portion of the First Mortgage Notes
through a nominee and another portion as a record holder in its own name, such
owner should follow the procedures described above to vote the portion held of
record in its own name and separately follow the procedures described above to
vote the portion held through a nominee or nominees.

         (b) Brokerage Firms, Banks and Other Nominees

         A brokerage firm which is the registered holder of First Mortgage Notes
for more than one Beneficial Owner can vote on behalf of such Beneficial Owners
by (i) distributing a copy of this Disclosure Statement and all appropriate
Ballots to such Beneficial Owners, (ii) collecting such Ballots, (iii)
completing a master Ballot compiling the votes and other information from the
Ballots collected, and (iv) transmitting such master Ballot, together with the
Ballots completed by the Beneficial Owners, to the Corporation. A proxy
intermediary acting on behalf of a brokerage firm or bank should also follow the
procedures outlined in the preceding sentence.

         A bank, trust company or other nominee which is the registered holder
of First Mortgage Notes for only a single Beneficial Owner can arrange for such
Beneficial Owner to vote by executing the appropriate Ballot and by distributing
a copy of the Disclosure Statement and such executed Ballot to such Beneficial
Owner.


<PAGE>
         (c) Securities Clearing Agencies

         To the extent that there are any securities clearing agencies among the
registered Noteholders, the Claridge Debtors expect that each of such clearing
agencies will arrange for its respective participants to vote by executing an
omnibus proxy in favor of such participants. As a result of the omnibus proxy,
such participants will be authorized to vote in the name of such securities
clearing agencies and would follow the relevant procedures outlined in the
preceding paragraphs.

         (d) Other

         If a Ballot is signed by one or more trustees, executors,
administrators, guardians, attorneys-in-fact, officers of corporations or others
acting in a fiduciary or representative capacity, such persons should indicate
such capacity when signing and, unless otherwise determined by the Debtors, must
submit proper evidence satisfactory to the Debtors of their authority to so act.

Defects, Irregularities, Etc.

         Unless otherwise directed by the Bankruptcy Court, all questions as to
the validity, form, eligibility (including time of receipt), acceptance and
revocation or withdrawal of Ballots will be determined by the Debtors in their
sole discretion, whose determination will be final and binding. Unless the
Ballot being furnished is timely submitted to the Debtors on or prior to the
Voting Deadline, together with any other documents required by such Ballot, the
Debtors may, in their sole discretion, reject such Ballot as invalid and,
therefore, decline to use it in connection with seeking confirmation of the Plan
by the Bankruptcy Court. In the event of a dispute with respect to a Claim, any
vote to accept or reject the Plan cast with respect to such Claim will not be
counted for purposes of determining whether the Plan has been accepted or
rejected, unless the Bankruptcy Court orders otherwise. As indicated below under
"Withdrawal of Ballots," effective withdrawals of Ballots must be delivered to
the Debtors prior to the Voting Deadline. The Debtors reserve the absolute right
to contest the validity of any such withdrawal. The Debtors also reserve the
right to reject any and all Ballots not in proper form. The Debtors further
reserve the right to waive any defects or irregularities or conditions of
delivery as to any particular Ballot.

         The interpretation (including the Ballot and respective instructions
thereto) by the Debtors, unless otherwise directed by the Bankruptcy Court, will
be final and binding on all parties. Unless waived, any defects or
irregularities in connection with deliveries of Ballots must be cured within
such time as the Debtors (or the Bankruptcy Court) determine. Neither the
Debtors nor any other Person will be under any duty to provide notification of
defects or irregularities with respect to deliveries of Ballots nor will any of
them incur any liabilities for failure to provide such notification. Unless
otherwise directed by the Bankruptcy Court, delivery of such Ballots will not be
deemed to have been made until such irregularities have been cured or waived.
Ballots previously furnished (and as to which any irregularities have not
theretofore been cured or waived) will be invalidated.

Withdrawals of Ballots; Revocation

         IN ORDER FOR YOUR BALLOT TO BE COUNTED, YOUR BALLOT MUST BE COMPLETED
AS SET FORTH ABOVE AND RECEIVED BY THE VOTING DEADLINE (5:00 P.M., EASTERN
STANDARD TIME, ON APRIL __, 2001, UNLESS EXTENDED). BALLOTS SHOULD BE MAILED IN
THE ENVELOPE PROVIDED WITH SUCH BALLOT TO: (1) WITH RESPECT TO HOLDERS OF CLASS
2 AND 7 CLAIMS, TO THE CLARIDGE HOTEL AND CASINO, C/O BONDHOLDER COMMUNICATIONS
GROUP ("BCG"), 30 BROAD STREET, 46TH FLOOR, NEW YORK, NY 10004 (ATTN: CASEY
ATWOOD); AND (2) WITH RESPECT TO ALL OTHER CLASSES ENTITLED TO VOTE UPON THE
PLAN, TO THE CLARIDGE HOTEL AND CASINO, C/O PARENTE RANDOLPH, L.L.C., TWO PENN
CENTER PLAZA, SUITE 700; PHILADELPHIA, PA 19102.

<PAGE>

         The Bankruptcy Court will hold a hearing (the "Confirmation Hearing")
on confirmation of the Plan, at which time the Bankruptcy Court will consider
objections to confirmation of the Plan, if any, commencing at 10:00 a.m. on May
__, 2001, United States Bankruptcy Court for the District of New Jersey,
Mitchell H. Cohen United States Courthouse, 4th and Cooper Street, Camden, New
Jersey 08102. The Confirmation Hearing may be adjourned from time to time
without notice, other than the announcement of an adjourned date at the
Confirmation Hearing. Objections to confirmation of the Plan, if any, must be in
writing and served and filed as described in "Acceptance and Confirmation of the
Plan -- Confirmation Hearing."

             DESCRIPTION OF CHAPTER 11 CASES OF THE CLARIDGE DEBTORS

Chapter 11 Filings

         On August 16, 1999, each of the Claridge Debtors filed voluntary
petitions for relief under Chapter 11 of the Bankruptcy Code. On August 17,
1999, the Bankruptcy Court entered an order granting the Claridge Debtors'
request for joint administration of their Chapter 11 cases.

         As of the date of this Disclosure Statement, the Claridge Debtors have
operated and intend to continue to operate as debtors in possession with the
protection of the Bankruptcy Court. In such capacity, management has developed
the Plan. The Bankruptcy Court has certain supervisory powers over the Claridge
Debtors' operations during the Chapter 11 cases. The Claridge Debtors are
authorized to operate in the ordinary course of business; any transactions that
are out of the ordinary course of business require the Bankruptcy Court's
approval.

         One immediate effect of the commencement of the Chapter 11 cases is the
imposition of the automatic stay under the Bankruptcy Code which, with limited
exceptions, enjoins the commencement or continuation of all collection efforts
by creditors, enforcement of liens against the Claridge Debtors and litigation
against the Claridge Debtors. This injunction remains in effect unless modified
or lifted by order of the Bankruptcy Court.

First Day Orders

         In order to minimize the possible disruption to the Claridge Debtors'
operations, the Claridge Debtors submitted a number of so-called "first day
orders," along with supporting applications, to the Bankruptcy Court on August
16, 1999. These first day orders included, among others:

         (i) an order authorizing the retention of Clifford Chance Rogers &
Wells LLP as New York co- counsel to the Claridge Debtors;

         (ii) an order authorizing the retention of Archer & Greiner as New
Jersey co-counsel to the Claridge Debtors;

         (iii) an order authorizing the retention of KPMG LLP as the Claridge
Debtors' accountants,

         (iv) an order authorizing the retention of Jay Alix & Associates as the
Claridge Debtors' financial advisor;



<PAGE>

         (v) an order authorizing the Claridge Debtors to pay prepetition
employee wages, reimbursable expenses and benefits and directing the Claridge
Debtors' banks to honor prepetition employee wage and expense checks;

         (vi) an order authorizing the Claridge Debtors to maintain their
prepetition bank accounts, business forms, stationery and checks;

         (vii) an interim order authorizing the Claridge Debtors to use cash
collateral;

         (viii) an order authorizing the Claridge Debtors to honor advance
customer payments and performance of any agreements pursuant to which they are
made and to make certain other pre-petition payments to certain critical vendors
and suppliers;

         The Bankruptcy Court has signed and entered all of the orders described
above, other than the order confirming the Plan. The Claridge Debtors may seek
other orders based on the needs of the Claridge Debtors and ACBA and their
operations throughout the Chapter 11 cases.

Use of Cash Collateral

         Pursuant to the First Mortgage Notes Indenture and the security
documents related thereto entered into by the Corporation, CPPI and ACBA, in
order to secure the obligations due under the First Mortgage Notes, each of the
Corporation, CPPI and ACBA pledged substantially all of its real and personal
property to the Indenture Trustee on behalf of the Noteholders including, in the
case of CPPI and ACBA, deposit accounts, cash on hand, investments made with
cash and rights to receive cash. Pursuant to certain orders entered in the
Corporation, CPPI and ACBA cases authorizing the use of cash collateral of the
Indenture Trustee (the "Cash Collateral Orders"), each of the Debtors has
acknowledged that the Indenture Trustee has valid and perfected first liens and
security interests in all of the assets of the Debtors, except that in the case
of CPPI, CPPI reserved its right to dispute whether the Indenture Trustee has
valid and perfected liens in certain cash on hand on the Filing Date and gaming
revenues - whether in deposit accounts or used or generated in the gaming
business of CPPI. Pursuant to the Cash Collateral Orders the Indenture Trustee
was granted replacement liens in the Claridge Debtors' assets to the extent that
its collateral was used to fund operations of the Claridge Debtors. No cash was
held by ACBA on its Filing Date other than monies representing certain Operating
Leases payments, which it has agreed are, at a minimum, the Indenture Trustee's
cash collateral pursuant to the Stipulation referred to below. According to
CPPI, at the Filing Date there was $2.4 million in cash held in the CPPI Cash
Collateral Account maintained at First Union Bank, as agent for the Indenture
Trustee. The Indenture Trustee asserts that it has valid and perfected liens and
security interests in such cash as well as liens and security interest in, among
other things, cash, income, receipts, and profits received by CPPI subsequent to
the Filing Date. In addition the Cash Collateral Orders acknowledged the
Indenture Trustee's continuing lien rights under Section 552(b) of the
Bankruptcy Code in hotel rents. According to CPPI, on May 31, 2001, it is
projected that approximately $10.6 million will be held in bank accounts of CPPI
(net of outstanding checks) maintained pursuant to such Cash Collateral Orders,
inclusive of the $2.4 million held in the CPPI Cash Collateral Account on the
Filing Date. According to the Debtors, on May 30, 2001 $8.0 million is expected
to be held in casino cage accounts and in the form of undropped validators.

         On September 30, 1999 the Indenture Trustee commenced an adversary
proceeding (the "Adversary Proceeding") in the Bankruptcy Court to establish the
Indenture Trustee's lien and security interest in cash, including the cash on
hand on the Filing Date, the interest and earning thereon and income, receipts
and profits deposited and held in the cash collateral accounts maintained
pursuant to the cash collateral orders. The Claridge Debtors reserved their
right to assert that the Indenture Trustee does not have a valid,


<PAGE>
perfected lien on all cash of CPPI including $9.8 million of cash that was held
in the casino cage accounts and in the form of undropped validators on the CPPI
Filing Date. The Claridge Debtors acknowledge that the Indenture Trustee has
valid liens on cash from hotel rents generated since the Filing Date and the
proceeds from the sale of gaming equipment. To the extent that it was determined
that the holders of the First Mortgage Notes had no lien on all or a portion of
such cash, creditors of CPPI holding unsecured claims, including the holders of
the First Mortgage Notes (to the extent, inter alia, that their claims are
determined to be undersecured) would be entitled to share in such cash ratably.

         On the Claridge Debtors' Filing Date, the Claridge Debtors sought
emergency authority to continue use of cash collateral on an interim basis for
the period August 31, 1999 through September 9, 1999, which relief the
Bankruptcy Court granted on August 31, 1999. Various subsequent orders,
including an eighth interim cash collateral order dated November 27, 2000 (the
"Eighth Cash Collateral Order") have been entered authorizing CPPI to continue
to use cash collateral pursuant to certain terms and conditions and permitting
it to make certain lease payments under the Operating Leases. These include,
among other things, limiting CPPI's use of cash collateral to the amounts set
forth in various cash collateral budgets. The Bankruptcy Court also granted a
replacement perfected lien and security interest to the Indenture Trustee under
Section 361(2) of the Bankruptcy Code in the Claridge Debtors' post-petition
assets in the amount used by the Claridge Debtors pursuant to the Cash
Collateral Order and, if such lien proves insufficient to protect the Indenture
Trustee, the Indenture Trustee will have a super priority administrative expense
claim pursuant to Section 507(a) of the Bankruptcy Code. On August 27, 1999, the
Indenture Trustee, pursuant to the absolute assignment of rents which was
granted to the Indenture Trustee by ACBA under the First Mortgage and the
Collateral Assignment of Lessor's Interest in the Operating Leases, asserts that
it terminated the Partnership's license to, among other things, collect rents
under the Operating Leases and asserted rights to $971,718 of the September
Operating Leases payment. That amount was placed in an interest-bearing account
at Summit Bank, N.A. (the "September Operating Leases Escrow Account") pending
the court's determination of the Indenture Trustee's rights to such payments or
stipulation of the Debtors and the Indenture Trustee. The Indenture Trustee
asserted that the termination of the license granted by the Trustee to ACBA
resulted in the September Operating Leases payment as well as all other payments
under the Operating Leases being property of the Indenture Trustee. The
Indenture Trustee further asserted that, at a minimum, the Operating Leases
payments are its cash collateral. By Stipulation and Order dated December 21,
1999 (the "Global Stipulation") one-half of the funds in the September Operating
Leases Payment Escrow Account were released to the Indenture Trustee. The
balance of the funds in the September Operating Leases Payment in the Escrow
Account are being held in the September Operating Leases Payment Escrow Account
subject to the claims of the Indenture Trustee and ACBA thereto. Under the
Global Stipulation, ACBA acknowledged that, at a minimum, all Operating Leases
payments, including but not limited to the funds in the September Operating
Leases Payment Escrow Account, constitute the Indenture Trustee's cash
collateral. The Global Stipulation also provides for certain adequate protection
payments to the Indenture Trustee equal to the amount of the Operating Leases
Payments from and after January 1, 2000 and provided for the Indenture Trustee
to pay a portion of each monthly Operating Leases payment from and after January
1, 2000 to ACBA for certain court approved budgeted operating expenses of ACBA
and court approved fees and expenses of court appointed professionals of ACBA,
as well as the payment of the Indenture Trustee's fees and expenses (including
but not limited to the fees and expenses of its counsel and agents). The amount
held by the Indenture Trustee on the Effective Date after payment of such ACBA
budgeted expenses, ACBA professional fees and expenses and the Indenture
Trustee's fees and expenses is the Indenture Trustee Cash. The Indenture Trustee
commenced an adversary proceeding on July 6, 2000 (the "ACBA Adversary
Proceeding") to determine that the amounts in the September Operating Leases
Escrow Account and all payments under the Operating Leases are property of the
Indenture Trustee. Under the Plan whether or not the September Operating Leases
Payment and all payments under the Operating Leases are property of the
Indenture Trustee or its cash collateral such amounts will be released to the
Indenture Trustee and distributed to the

<PAGE>

holders of the First Mortgage Notes in respect of their Secured Claims. That
settlement, the approval of which is sought by this Plan, has not yet been
approved by the Court.

Administrative Office Building/People Mover Motion

         By verified application (the "AOB Motion") dated March 9, 2000, the
Debtors filed a motion joined by Greate Bay Hotel and Casino, Inc. ("GBHC"),
seeking authorization to sell the Administrative Office Building. GBHC is the
owner of the real and personal property which constitutes the Sands Hotel &
Casino (the "Sands") and was at the time also subject to a bankruptcy case in
the Bankruptcy Court. The Indenture Trustee and certain Noteholders opposed the
AOB Motion. By order dated April 3, 2000, the Bankruptcy Court approved the AOB
Motion over the Indenture Trustee's objection but only after the establishment
of the AOB Escrow Account (as defined below.) No appeal was taken.

         The AOB Motion also involved the assumption by both GBHC and CPPI of a
certain Brighton Park Improvements Agreement (the "Improvements Agreement") the
subject matter of which involves the so- called "People Mover". The People
Mover, completed in 1988, is a 560 foot long one-way elevated walkway system
connecting the Atlantic City Boardwalk to the Sands and the Claridge Casinos.
Under the Improvements Agreement, CPPI paid rent to GBHC of $600,000 per year
(i.e., $50,000 per month) in addition to funding half of the People Mover's
operating costs. In order to construct the People Mover, CPPI, GBHC and the City
of Atlantic City also entered into the Brighton Park Development Agreement
(together with the Improvement Agreement, the "Brighton Park Agreements") which
obligated GBHC and CPPI to renovate Brighton Park, Atlantic City and maintain
certain improvements thereto.

         Pursuant to the AOB Motion, and as approved by the Bankruptcy Court,
ACBA sold the Administrative Office Building to GBHC for a purchase price of
$3,500,000 (the "AOB Purchase Price"), payable $1,500,000 at closing with the
balance payable in equal $50,000 monthly payments over forty months. In
connection therewith, both CPPI and GBHC assumed the Brighton Park Agreements
pursuant to Section 365 of the Bankruptcy Code, as modified to provide for,
among other things, a rent abatement of the $50,000 per month otherwise payable
by CPPI under the Improvements Agreement. The abatement runs for the first 40
months after the closing and is designed to, in effect, offset GBHC's obligation
to pay $50,000 per month for the balance of the Purchase Price (i.e., the
$50,000 per month deferred purchase price payable by GBHC to CPPI over the next
forty (40) months will be set off against CPPI's obligation to pay rent equal to
$50,000 per month to GBHC under the Improvement Agreement over the same next
forty (40) months). Following the fortieth month, CPPI's rent requirement will
be reduced to $20,000 per month.

         Under the Park Place Purchase Agreement, the right to receive these
deferred payments from GBHC will be transferred and assigned to Park Place if
the Plan is confirmed and the Park Place Purchase Agreement closes.

         As part of the AOB Motion Order, the Bankruptcy Court directed that the
$1,500,000 cash portion of the AOB Purchase Price be held by Summit Bank, N.A.,
as escrow agent for the Indenture Trustee in an interest bearing escrow account
(the "AOB Escrow Account") pending further order of the Court. If the Plan is
confirmed, these monies will be released to the Indenture Trustee and
distributed ratably to the holders of the First Mortgage Notes.

Bar Dates and Notice Thereof

         The Bankruptcy Court, pursuant to Bankruptcy Rule 3003(c)(3), fixed
February 28, 2000 as the final date to file proofs of claim or interest in the
Claridge Debtors' Chapter 11 cases (the "Bar Date").



<PAGE>
         The holder of any Claim that is not scheduled by the Claridge Debtors
or is scheduled as disputed, contingent or unliquidated and who has failed or
fails to file a proof of claim or interest on or before the Bar Date or any
other bar date fixed by order of the Bankruptcy Court, as applicable, will be
forever barred, estopped and enjoined from (a) asserting any and all Claims that
such holder possesses against the Claridge Debtors and (b) voting upon, or
receiving distributions under, the Plan.

                     DESCRIPTION OF CHAPTER 11 CASE OF ACBA

Chapter 11 Filings

         On October 5, 1999, ACBA filed a voluntary petition for relief under
Chapter 11 of the Bankruptcy Code.

         As of the date of this Disclosure Statement, ACBA has operated and
intends to continue to operate as debtor in possession with the protection of
the Bankruptcy Court. The Bankruptcy Court has certain supervisory powers over
ACBA's operations during the Chapter 11 case. ACBA is authorized to operate in
the ordinary course of business; any transactions that are out of the ordinary
course of business require the Bankruptcy Court's approval.

         One immediate effect of the commencement of the Chapter 11 case is the
imposition of the automatic stay under Bankruptcy Code which, with limited
exceptions, enjoins the commencement or continuation of all collection efforts
by creditors, enforcement of liens against ACBA and litigation against ACBA.
This injunction remains in effect unless modified or lifted by order of the
Bankruptcy Court.

First Day Orders

         Following the filing of ACBA's petition on October 5, 1999, ACBA sought
various relief from the Bankruptcy Court with respect to the continued operation
of its business, including the payment of its post- petition expenses, certain
pre-petition claims and use of cash collateral. The First Mortgage Note
Indenture Trustee objected to the relief sought by ACBA. The bankruptcy court,
by an Interim Order Authorizing Use of Cash Collateral entered November 9, 1999
(the "ACBA Cash Collateral Order"), authorized ACBA to pay certain pre-petition
expenses with funds received from CPPI pursuant to the bankruptcy court's Third
Interim Order authorizing Use of Cash Collateral entered in CPPI's bankruptcy
case on or about October 5, 1999. The ACBA Cash Collateral Order further
authorized ACBA to use cash collateral received from CPPI for payment of its
general and administrative post-petition expenses for the months of October,
November and December 1999 in accordance with a budget approved by the
bankruptcy court. The ACBA Cash Collateral Order provided the First Mortgage
Note Indenture Trustee with various rights and remedies as adequate protection
of its interests in connection with ACBA's use of its cash collateral.

         ACBA subsequently agreed to consent to the entry of the Global
Stipulation which was entered by the Bankruptcy Court on December 21, 1999, that
provides for the payment of ACBA's court approved operating expense budget and
fees and expenses of ACBA's professionals and settles certain controversies with
the First Mortgage Note Indenture Trustee regarding cash collateral and the
validity, extent and priority of certain liens on ACBA's assets asserted by the
Indenture Trustee and acknowledges the Indenture Trustee's rights in and
released with prejudice to the Indenture Trustee $329,000 of cash transferred to
the Indenture Trustee prior to the ACBA Filing Date, in addition to one-half the
funds in the September Operating Leases Escrow Account and ongoing Operating
Leases payments. Any balance of these funds held by the Indenture Trustee may be
applied only to pay the fees and expenses of its counsel and agents and may not
be distributed to the Noteholders or the Debtors except by court order or
pursuant to a plan of reorganization. The Indenture Trustee has asserted that
these funds are property of the Indenture Trustee


<PAGE>

for the benefit of itself and the holders of the First Mortgage Notes and to the
extent not used should be paid to the holders of the First Mortgage Notes along
with the funds remaining in the September Operating Leases Escrow Account. ACBA
maintains that the Operating Lease payments are property of ACBA but has
acknowledged in the Global Stipulation that at a minimum they are the cash
collateral of the Indenture Trustee. The Plan provides for a settlement of this
dispute pursuant to which these monies will be made available for distribution
to the holders of the First Mortgage Notes in regard of their Secured Claims.

Bar Dates and Notice Thereof

         The Bar Date in ACBA's Chapter 11 case is February 28, 2000. The holder
of any Claim that is not scheduled by ACBA or is scheduled as disputed,
contingent or unliquidated and who has failed or fails to file a proof of claim
or interest on or before the Bar Date or any other bar date fixed by order of
the Bankruptcy Court, as applicable, will be forever barred, estopped and
enjoined from (a) asserting any and all Claims that such holder possesses
against ACBA and (b) voting upon, or receiving distributions under, the Plan.


                               SUMMARY OF THE PLAN

         THE FOLLOWING IS A SUMMARY OF CERTAIN SIGNIFICANT PROVISIONS OF THE
PLAN. THIS SUMMARY IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE MORE
DETAILED INFORMATION SET FORTH IN THE PLAN WHICH IS ATTACHED TO THIS DISCLOSURE
STATEMENT AS APPENDIX A. TO THE EXTENT THAT THE TERMS OF THIS DISCLOSURE
STATEMENT VARY FROM THE TERMS OF THE PLAN, THE TERMS OF THE PLAN SHALL BE
CONTROLLING.

         The Debtors believe that under the Plan, holders of Claims entitled to
accept or otherwise reject the Plan will obtain a recovery with a value that is
in excess of what otherwise would be recovered by such holders if the assets of
the Debtors were liquidated under Chapter 7. See "Acceptance And Confirmation Of
The Plan -- Best Interests Test." General

         Chapter 11 is the principal business reorganization chapter of the
Bankruptcy Code. Under Chapter 11, a debtor is authorized to reorganize its
business for the benefit of itself and its creditors and stockholders. Upon the
filing of a petition for relief under Chapter 11, Section 362 of the Bankruptcy
Code generally provides for an automatic stay of all attempts to collect claims
or enforce liens that arose prior to the commencement of the debtor's case under
Chapter 11 or that otherwise interfere with the debtors' property or business.

         Formulation of a plan of reorganization is the principal objective of a
Chapter 11 reorganization case. In general, a Chapter 11 plan of reorganization
(i) divides claims and equity interests into separate classes, (ii) specifies
the property or distributions that each class is to receive under the plan and
(iii) contains other provisions necessary to the reorganization of the debtor.
Chapter 11 does not require each holder of a claim or interest to vote in favor
of the plan of reorganization in order for the bankruptcy court to confirm the
plan. However, a plan of reorganization must be accepted by the holders of at
least one impaired class of claims without considering the votes of Insiders (as
defined in Section 101(31) of the Bankruptcy Code). Generally, a claim or
interest that will not be repaid in full, or as to which legal, equitable or
contractual rights are altered, is impaired. A holder of an impaired claim or
interest that will receive a distribution under a plan of reorganization is
entitled to vote to accept or reject the plan.


<PAGE>
         Distributions to be made under the Plan will be made on the Effective
Date or as soon thereafter as is practicable, or at such other time or times
specified in the Plan.

Voting on the Plan

         Holders of Claims Entitled to Vote

         As more fully described below, the Plan designates fourteen separate
classes of Claims and Interests. See "Summary Of The Plan -- Classification and
Treatment of Claims and Interests Under the Plan." Only classes that are
impaired under the Plan, but that are not deemed to have rejected the Plan as a
matter of law, are entitled to vote to accept or reject the Plan. Generally, a
class of claims or interests is considered to be unimpaired under a plan of
reorganization if the plan or reorganization does not alter the legal, equitable
and contractual rights of the holders of such claims or interests. Under the
Bankruptcy Code, holders of claims in an unimpaired class are conclusively
presumed to have accepted a plan and are not entitled to vote to accept or
reject a plan.

         The Claims in classes 2A, 2B, 2C, 3, 4, 5, 6, 7B, 7C, 8 and 9 are
impaired under the Plan, are receiving distributions under the Plan and,
therefore, the holders of Allowed Claims in these classes are entitled to vote
to accept or reject the Plan.

         The Claims in classes 10 and 11 and the Interests in classes 12 and 14
are impaired, do not receive or retain any property under the Plan and are
deemed to reject the Plan. Holders of these Claims and Interests will not be
solicited for votes.

         The Claims in classes 1 and 7A and the Interests in class 13 are not
impaired under the Plan and are conclusively deemed to accept the Plan. Holders
of these Claims and Interests will not be solicited for votes.

         Vote Required for Class Acceptance

         The Bankruptcy Court will determine whether sufficient acceptances have
been received to confirm the Plan. Classes 2A, 2B, 2C, 3, 4, 5, 6, 7B, 7C, 8 and
9 will be deemed to accept the Plan if the holders of Claims in these classes
casting votes accepting the Plan hold at least two-thirds in dollar amount and
more than one-half in number of the Claims of the holders in these classes who
cast votes with respect to the Plan. Because classes 11 and 12 will not receive
any distribution under the Plan and thus will be conclusively presumed to have
rejected the Plan as a matter of law, the Debtors must request that the
Bankruptcy Court confirm the Plan pursuant to Section 1129(b) of the Bankruptcy
Code.

         In order for the Plan to be confirmed, among other requirements, at
least one class of impaired Claims as to each Debtor determined without
including any acceptances of the Plan by any Insider, must have accepted the
Plan. If at least one of the classes of Claims as to each Debtor does not vote
to accept the Plan, the Debtors will request the Bankruptcy Court to confirm the
Plan under Section 1129(b) of the Bankruptcy Code.

         The Plan does not contemplate the substantive consolidation of the
three Debtors' estates. For the Plan to be confirmed as to Debtors the Debtors
must show at the confirmation hearing that the requirements of the Bankruptcy
Code, most notably Section 1129 of the Bankruptcy Code, have been satisfied for
each Debtor. Among other things, each Class of claims and Interest asserted
against each Debtor must either vote to accept the Plan or, absent that, the
Debtors must be able to show that as to the particular Debtor that the cram-down
requirements contained in Section 1129(b) of the Bankruptcy Code have been
satisfied.


<PAGE>
Park Place Purchase Agreement

         Pursuant to the Park Place Purchase Agreement, ACBA and CPPI
(collectively, ACBA and CPPI are referred to as the "Seller" under the Park
Place Purchase Agreement) are conveying their interests in the land, buildings,
improvements, personal property, and intangible property relating to the
Claridge Hotel and Casino and the appurtenant parking Facilities to Park Place
for $65,000,000. A copy of the Park Place Purchase Agreement is annexed to the
Plan as Exhibit "A." Included in the property being transferred is $7,000,000 of
cash. The closing is scheduled to occur 30 days following the entry of the
Confirmation Order. Below is a summary of the transaction.

         Down Payment

         Park Place has paid a $1,000,000 down payment as provided for in the
Park Place Purchase Agreement. The deposit is held by Commonwealth Land Title
Insurance Company in an interest bearing account. The interest earned on the
down payment will be applied towards the payment of the purchase price and will
go to the party entitled to receive the down payment.

         Closing Conditions

         The closing cannot occur until all of the following conditions are
either met or waived. NOTE THAT THERE IS NO FINANCING CONTINGENCY.

                  (i) LNA: Seller will (at its expense) provide Park Place with
a Letter of Non-Applicability ("LNA") from the New Jersey Department of
Environmental Protection evidencing that ISRA does not apply to this
transaction. If the LNA is not obtained by the closing date, Park Place may
terminate the Park Place Purchase Agreement and receive the down payment. If the
LNA is not issued due to a material violation of existing environmental laws
that was known to Seller on the date of the Park Place Purchase Agreement
(unless if Seller reasonably thought any such violation would not cause the LNA
to be denied), then in addition to the down payment, CPPI shall pay to Park
Place all of its reasonable costs and expenses (including reasonable attorneys'
fees) that Park Place incurred prior to closing. If CPPI is unable to obtain the
LNA by the closing date despite diligent good faith efforts, ACBA and CPPI may
extend the closing date for a reasonable period of time not to exceed 270 days
from December 11, 2000 (the "Execution Date") the Execution Date. The Debtors do
not believe that ISRA applies to this transaction and does not believe that Park
Place will experience any difficulties in obtaining such a letter of non-
applicability of ISRA from the New Jersey Department of Environmental
Protection. In addition, a Phase I report has been requested and should be
completed shortly.

                  (ii) Title Report: Park Place obtained a title report prior to
the execution of the PPM Agreement. The closing date can be extended up to 60
days to cure title objections. If title objections are not removed during such
extension period, either party may terminate the Park Place Purchase Agreement
(ACBA's and CPPI's right to terminate is subject to acting in good faith to
remove the title objections) and ACBA and CPPI shall pay the costs of the title
search. The closing is also conditioned on Park Place receiving a title policy
acceptable to Park Place in accordance with the Park Place Purchase Agreement.

                  (iii) Casino Control Commission Approval: The closing is
conditioned on Park Place receiving a determination by the New Jersey Casino
Commission that the consummation of the transaction by Park Place will not
result in a violation of the "Undue Economic Concentration Standard". Park Place
filed all required applications prior to execution of the Park Place Purchase
Agreement. This condition automatically terminates on January 31, 2001. If this
condition is not satisfied on or prior to January 31, 2001, Park Place may elect
to terminate the Park Place Purchase Agreement by written notice delivered to


<PAGE>
Seller no later than 5 p.m. January 31, 2001. If the Park Place Purchase
Agreement is so terminated, Seller shall receive the down payment.

         Pursuant to a unanimous decision, the NJCCC determined that Park
Place's acquisition of the Claridge would not result in "undue economic
concentration" under Section 82e of the Casino Control Act and, therefore,
granted Park Place's application subject to certain conditions. Those conditions
related to a physical limitation being placed upon Park Place's future expansion
in Atlantic City. Specifically, the "boundaries" outside of which Park Place
would not be permitted to expand are the Dunes site and AC Hilton at the
southwest end of the casino district, and Caesars, Park Place, and the Traymore
site in the central Boardwalk. Park Place was requested to divest any existing
properties and agree not to acquire any new properties outside the area between
Roosevelt and Montpelier Avenues in the southwest, or outside Christopher
Columbus Boulevard and Kentucky Avenue in the northeast. The Debtors understand
that Park Place has expressed its willingness to accept the "boundaries" on
development and to sell property outside the boundaries at fair market value to
anyone assembling a parcel for casino development. In sum and substance, the
proposed conditions would preclude Park Place from expanding to either of the
two large, undeveloped, casino-zoned areas in Atlantic City -- the Marina
District and the Urban Renewal Tract.

         With these limitations, the NJCCC stated as follows: "Based on the
entire record of this hearing, we find that Park Place's acquisition of Claridge
would not result in meaningful changes in the dynamics of the Atlantic City
casino market, be they competitive forces, pricing policies, amenities available
to the public, the availability of ancillary services to casino operations or
any other elements of the economic environment or the stability of the market."

                  (iv) Bankruptcy Court Approval: The closing is conditioned on
receipt of the Bankruptcy Court's approval of the Plan, including this
transaction. If this condition is not satisfied within 270 days from December
11, 2000 (the date the down payment was collected) either party may terminate
the Park Place Purchase Agreement and provided Park Place is not in default
thereunder Park Place shall receive the down payment.

                  (v) HSR Act: The closing is conditioned on all filings and
payments being made by both parties under the Hart-Scott-Rodino ("HSR")
Antitrust Improvements Act of 1976, as amended, and the waiting period expiring.
Park Place and the Claridge Debtors shall each pay one-half of all fees in
connection with the HSR filings. If this condition is not satisfied by the
closing, either party may terminate the Park Place Purchase Agreement and
provided Park Place is not in default under the PPM Agreement Park Place shall
receive the down payment.

         Transfer of Property; Assumption of Obligations

                  (i) Park Place is required to timely notify ACBA and CPPI what
executory contracts and unexpired leases it wants the Debtors to assume and
assign to Park Place. Annexed to the Plan as Exhibit "D" is a summary of these
executory contracts and leases. Subject to ACBA's and CPPI's respective
obligation to perform all of their obligations on all assumed contracts and
leases in the ordinary course of business consistent with prior practice, Park
Place is responsible for all obligations thereof from and after the respective
petition dates of the bankruptcy cases of each Debtor. Failure by Park Place to
notify ACBA and CPPI of what should be assumed results in Park Place being
deemed to want CPPI and ACBA to assume all such contracts and leases.

                  (ii) CPPI and ACBA are required to assume, and Park Place is
thereby obligated to assume, each of the following: (1) all executory contracts
and unexpired leases executed after the Petition Date, (2) the Thermal Energy
Services Agreement dated February 28, 1997 between CPPI and Thermal Energy
Limited Partnership I as supplemented by a letter agreement dated February 28,
1997 and as


<PAGE>

amended by a first amendment dated April 24, 2000, (3) the employee agreements
for Frank A. Bellis, Jr. Albert T. Britton, Jean I. Abbott, John R. Ceresani,
Howard J. Klein, Glenn S. Lillie, Arthur M. Lucchesi, Laura L. Palazzo and Roy
A. Young (collectively, the "Employee Agreements"), (4) the FF&E Notes, (5) the
Wraparound Note and (6) the Wraparound Mortgage.

                  (iii) Park Place's consent (not to be unreasonably withheld)
is required for any new contract or any modification, extension, renewal or
assumption (except automatic ones) of any existing lease or contract that will
bind Park Place and either result in an obligation or liability to ACBA and CPPI
of $100,000 or more or extend the term thereof for more than 12 months.

                  (iv) Park Place is not assuming any (1) liabilities incurred
during the period between the Execution Date and the closing that are not in the
ordinary course of business consistent with prior practice and (2) executory
contracts and existing leases not designated (or not deemed to have been
designated) by Park Place to be assumed.

         Due Diligence

                  (i) The business and property is being purchased by Park Place
as-is.

                  (ii) Park Place may inspect the land and improvements at any
time prior to the Closing.

                  (iii) Park Place has a 30 day inspection period to conduct a
phase I environmental assessment, which may be extended for an additional 30 day
period if additional testing is recommended. If the results of such assessment
or testing are reasonably estimated to exceed in the aggregate $5,000,000 in
either the owner's liability or the costs to remediate, Park Place may terminate
the Park Place Purchase Agreement unless ACBA and CPPI agree to deduct the
amount of such excess from the purchase price.

         Representations/Warranties/Covenants

                  (i) ACBA and CPPI make standard representations regarding due
formation, power and authority, enforceability and FIRPTA. CPPI and ACBA also
make other limited representations regarding violations of laws and regulations,
employment contracts, condemnation, utilities and services, permits, and
litigation. ACBA and CPPI also make certain covenants regarding employment
contracts and maintenance of the property.

                  (ii) All representations are made as of the date of the Park
Place Purchase Agreement. If any representations need to be modified in order to
make them true and if any such modification results in a cost or liability to
Park Place that reasonably is estimated to exceed $5,000,000, Park Place may
terminate the Park Place Purchase Agreement unless CPPI and ACBA agree to deduct
the amount of such excess from the purchase price. If such modification were
known to CPPI and ACBA on the date of the Park Place Purchase Agreement and not
disclosed to Park Place and the resulting cost or liability to Park Place
exceeds $2,500,000, Park Place may terminate the Park Place Purchase Agreement
unless CPPI and ACBA agree to deduct the amount of such excess from the purchase
price.

         Adjustments

         All items of revenue, cost and expense of the business existing on or
after the day of the closing are for the account of Park Place, exclusive of the
following: (1) all promissory notes issued by ACBA, CPPI, the Corporation or any
of their respective subsidiaries, affiliates, partners or shareholders (but
excluding the FF&E Notes, the Wraparound Note and the Wraparound Mortgage which
are being assumed by Park Place), (2) all cash in excess of $7,000,000, (3)
property owned by tenants and guests, and (4) the existing leases and executory
contracts that Park Place does not elect (or is not deemed to have elected) to
assume. Thirty days after the closing, CPPI and ACBA will deliver to Park Place
a Statement of the closing net non-cash working capital of the business, as
such term is defined and specified in the Park Place Purchase Agreement, as of

<PAGE>

5:59 a.m. on the day of the closing. If the parties do not agree on the amount
within 45 days after the closing, the Bankruptcy Court shall determine the
amount. If the closing net non-cash working capital exceeds the June 30, 2000
amount of ($4,949,000), Park Place will pay CPPI and ACBA the excess within two
business days after the determination of the amount; if there is a deficiency,
CPPI and ACBA will pay Park Place such amount within the same two (2) business
day period. As described, supra, if negative adjustments do occur it may reduce
the recovery to Noteholders in respect of their secured claims. Because this
will increase the amount of the Noteholders' deficiency claims, the recovery to
other unsecured creditors could also be negatively impacted.

         Expenses

         ACBA and CPPI will pay for preparation of the deed. Park Place will pay
for all searches, title insurance premiums, survey costs and recording fees. The
New Jersey transfer taxes and other fees will be exempted under the Confirmation
Order. U.S. Bancorp Libra is owed a commission and will be paid in accordance
with the terms of the Bankruptcy Court order approving their retention. Based
upon the formula in its engagement letter, U.S. Bancorp Libra is entitled to a
fee of approximately $1.3 million if the agreement with Park Place closes. This
fee will be paid by the Debtors and is not being assumed by Park Place. This fee
must be approved by the Court.

         Defaults

         If Park Place defaults after being given notice and an opportunity to
cure, CPPI and ACBA may terminate the Park Place Purchase Agreement and receive
the down payment and may exercise any other remedy available to CPPI and ACBA
with a damages cap of $18,000,000. If CPPI or ACBA default after being given
notice and opportunity to cure, Park Place may either (1) terminate the Park
Place Purchase Agreement and receive the down payment, or (2) sue for specific
performance.

         Employment Contracts

         Prior to closing CPPI will not enter into any employment contracts with
existing employees nor will it increase any such employees existing compensation
except for annual merit or longevity increases not to exceed 10% of annual
compensation. However, CPPI can extend the Employee Agreements and provide
retention bonuses for key employees in accordance with the motion filed with the
Bankruptcy Court. Park Place is taking title to the Park Place Property subject
to and will honor all union contracts, employment contracts, and severance as
provided in the Park Place Purchase Agreement. CPPI will be responsible for the
retention bonus approved by the Bankruptcy Court.

Description of Park Place

         Park Place (either directly or through affiliates) is the holder of
approximately forty (40%) percent of the First Mortgage Notes. The Debtors
understand that Park Place (or its affiliates) recently acquired all or
substantially all of the First Mortgage Notes owned by the Icahn Interests.
Subject to closing of the Park Place Purchase Agreement, Park Place has agreed
to ear-mark its distribution upon $2,500,000 of its First Mortgage Notes to the
holders of the Allowed Class 3, 4 and 5 claims.

         Park Place is the largest and most diversified gaming company in the
world. With $7.4 billion in assets and $3.7 billion in equity as of September
30, 1999, Park Place has a strong balance sheet and carries an investment grade
credit rating. As shown in the financial disclosures included herein, Park Place
has enjoyed tremendous success in operating highly profitable hotels and casinos
worldwide. The most recent publicly filed financial statements and press release
filed in October, 2000 contain additional information related to the strength of
Park Place. Park Place is currently the only gaming company with a significant
presence in each of Nevada, New Jersey and Mississippi, the three largest U.S.
gaming markets. With

<PAGE>
65,000 employees, approximately 2 million square feet of gaming space and over
28,000 rooms (not including myriad restaurants, showrooms, convention spaces,
nightclubs, bars, shops, sports and health spa facilities). Park Place has
extensive experience in the management of gaming resorts and hotels.

         Park Place operates its properties as a collection of premier brand
names that includes Bally's, Caesars, Flamingo, Grand, Hilton and Conrad. Each
is a leader in its distinct market and carries significant customer loyalty and
recognition. Through the various brands, Park Place expertly addresses various
customer segments while maintaining the integrity of each brand. Park Place
understands each market and knows how to cater to all of these segments, from
the highest of high rollers to the middle market slot customer. Park Place
believes that its casino hotels are leading establishments with respect to
location, size, facilities, physical condition, quality and variety of services
offered in the areas in which they are located. Its geographic diversification
and multi-sourced revenue streams provide Park Place with unparalleled financial
stability. Its leading properties across the country and around the world
provide insulation from the vagaries of regional economies, providing more
stable and predictable income and cash flows than those of non-diversified
gaming companies. Additionally, geographic diversification permits Park Place to
borrow more capital at lower rates.

         Park Place was incorporated as a Delaware corporation in June 1998. In
its first year as an independent company, Park Place established itself as the
industry leader with an impressive list of accomplishments. On December 31,
1998, Hilton Hotels Corporation ("Hilton") completed the transfer of the
operations, assets and liabilities of substantially all of its gaming business
to Park Place (the "Hilton Spin-off"). The Hilton Spin-off provided Park Place
with a diversified asset profile with gaming properties in New Jersey, Nevada,
Louisiana, Australia and Uruguay. Immediately following the Hilton Spin-off,
Park Place acquired, through merger, the Mississippi gaming business of Grand
Casinos, Inc. ("Grand"). On September 1, 1999, Park Place opened the Paris
Casino Resort in Las Vegas, Nevada.

         On December 29 1999, Park Place completed the acquisition of all of the
outstanding stock of Caesars World, Inc. ("Caesars"), a wholly owned subsidiary
of Starwood Hotels and Resorts Worldwide, Inc. (the "Caesars Acquisition") for a
purchase price of $3 billion. The Caesars Acquisition provided Park Place with
additional gaming resorts in Nevada, Mississippi and New Jersey, as well as
three other domestic and five international properties. The combined Park Place
and Caesars revenues for the latest twelve (12) months ending June 30, 1999 were
$4.3 billion and EBITDA was $1 billion.

         Park Place currently owns, manages, or has an interest in 28 gaming
properties.

Classification and Treatment of Claims and Interests Under The Plan

         General

         The Bankruptcy Code requires that a plan of reorganization classify the
claims of a debtor's creditors and the interests of its equity holders. The
Bankruptcy Code also provides that, except for certain claims classified for
administrative convenience, a plan of reorganization may place a claim or
interest of a creditor or equity holder in a particular class only if such claim
or interest is substantially similar to the other claims or interests of such
class.

         Except to the extent that modification of classification in the Plan
adversely affects the treatment of a holder of a Claim and requires
resolicitation, acceptance of the Plan by any holder of a Claim pursuant to this
solicitation will be deemed to be a consent to the Plan's treatment of such
holder regardless of the class as to which such holder is ultimately deemed to
be a member.

<PAGE>
         The Bankruptcy Code also requires that a plan of reorganization provide
the same treatment for each claim or interest of a particular class unless the
holder of a particular claim or interest agrees to a less favorable treatment of
its claim or interest. The Debtors believe that they have complied with the
standard of 1122, equal treatment.

         Indenture Fees and Expense

         The Indenture Trustee's fees and expenses to the extent they have not
been paid from adequate protection payments received by the Indenture Trustee
and applied in accordance with the Indenture will be paid in full on the
Effective Date. The Indenture Trustee has through January 15, 2001 paid fees and
expenses that were incurred through earlier dates of approximately $1,400,000 in
these Chapter 11 cases and has incurred additional amounts which have not been
billed to date and expects to incur additional fees and expenses in the future.
The Indenture Trustee's claims for fees and expenses are secured by virtually
all of the assets of the Debtors. Pursuant to the First Mortgage Note Indenture
and the Collateral Trust Agreement, the Indenture Trustee is entitled to be paid
its fees and expenses prior to any distribution to the holders of the First
Mortgage Notes. The First Mortgage Noteholders agreed that the Indenture Trustee
shall have a prior lien on the Collateral for payment of its fees and expenses.
Accordingly, the payments to the Indenture Trustee of its fees and expenses
pursuant to the cash collateral orders and the Global Stipulation from the
adequate protection payments gives effect to such rights to priority of payment
and lien. In the event that the claims of the Indenture Trustee for its fees and
expenses are not paid in full it will assert its lien rights against the
distributions to be made to Noteholders in respect of the Noteholder Claims
pursuant to the Plan.

         Administrative Expense Claims

         Administrative Expense Claims consist of the actual and necessary
expenses incurred during the Chapter 11 cases. Such expenses include costs
incurred in the operation of the Debtors' business after the commencement of
Chapter 11 cases, the actual, reasonable fees and expenses of professionals
retained by the Debtors and any committee appointed in the Chapter 11 cases,
post-petition taxes, if any, and certain other obligations arising after the
commencement of the Chapter 11 cases, including, fees and expenses to be
incurred by the Claridge Debtors and by ACBA and its general partners in
connection with the dissolution or winding-up of the affairs of the three (3)
Debtors following the Effective Date. The Debtors administrative expenses have
been paid on an ongoing basis during the pendency of these cases. Assuming that
neither significant litigation nor objections are filed with respect to the Plan
and assuming the Plan is confirmed on or around May 31, 2001, the Debtors
estimate that the unpaid Administrative Expense Claims on the Effective Date of
professionals for the Debtors and any committee appointed pursuant to Section
1102 of the Bankruptcy Code, will not exceed approximately $2.5 million. Such
amount also includes the statutory fees payable to the United States Trustee,
which the Debtors estimate should not exceed $50,000 and commissions due to U.S.
Bancorp Libra in connection with any sale transaction approved under the Plan.
Based upon the formula in its engagement letter U.S. Bancorp Libra is entitled
to a fee of approximately $1.3 million if the agreement in the Park Place
Purchase Agreement closes. This fee will be paid by the Debtors and is not being
assumed by Park Place. This fee must be approved by the Court. The amount of
fees paid on the Effective Date will be reduced by any payments previously made
from retainers held by such professionals or court approved budgets in
accordance with court orders in the Debtors' cases. As of December 31, 2000 a
total of $2,900,000 has been paid to court appointed professionals for the
Debtors and the two Committees and the Debtors owed approximately $1,600,000 in
additional fees and expenses to such professionals. This amount does not include
fees and expenses incurred by the Indenture Trustee and its professionals. Park
Place has also agreed to pay court approved severance owed by Claridge Debtors
to certain members of management. You should be aware that certain of the Icahn
Interests have filed an appeal of the Court's decision. If the Icahn Interests
are successful in prosecuting the appeal, the

<PAGE>

Claridge Debtors may be forced to pay such severance and other related
obligations to members of management in respect of certain pre-petition
agreements as an administrative or unsecured claim. In addition, it is possible
that the Claridge Debtors could be forced to pay additional monies to these
individuals or retain new management at significantly greater expense. You
should also be aware that any disruption in management could negatively impact
upon operations and/or trigger an event of default under the Park Place Purchase
Agreement. It is unclear whether the Icahn Interests intend to pursue the
appeal.

         Allowed Administrative Expense Claims (other than Claims for
compensation and reimbursement of expenses of professionals) will be paid in
full, in cash, on the Effective Date, or, if such Claim becomes Allowed after
the Effective Date, within five (5) days after such Claim becomes Allowed. Any
fees due and owing to the United States Trustee shall be paid in full on the
Effective Date, or as soon thereafter as practicable. All requests by
professionals for final allowance of compensation and reimbursement of expenses
accrued as of the Effective Date must be filed with the Bankruptcy Court within
sixty (60) days of the Effective Date and will be paid within five (5) days
after such Claims become Allowed. The estimated amount of unpaid fees and
expenses of professionals as of the Effective Date will be deposited by the
Debtors in Fee Claim Reserve on the Effective Date. Such escrowed funds shall be
used to pay Allowed Administrative Expense Claims of professionals and any funds
remaining after making all such payments shall be deposited in the Distribution
Reserve. The source of funding to satisfy Administrative Expense Claims asserted
against the Debtors' Estates shall be from the Unencumbered CPPI Cash as of the
Effective Date.

         Administrative Expense Claims of the Debtors arising in the ordinary
course of the operation of the Debtors' business, to the extent not due and
payable upon the Effective Date, shall be assumed by the Park Place to the same
extent as the Debtors may have been liable or responsible for such obligations
prior to the Effective Date and shall be satisfied by Park Place as and when
such Claims become due and payable in accordance with their terms. This amount
totaled approximately $16.2 million as of June 30, 2000, and it is expected to
remain at or around that level as of an assumed closing date of May 31, 2001.

         Priority Tax Claims

         A Priority Tax Claim is any Claim against the Debtors of the type
specified in Section 507(a)(8) of the Bankruptcy Code. These Claims consist of
certain unsecured Claims of governmental units for taxes. The Claridge Debtors
estimate that Allowed Priority Tax Claims were $80,000, in the aggregate, as of
the Filing Date.

         Each holder of an Allowed Priority Tax Claim asserted against the
Claridge Debtors arising in the ordinary course of the Claridge Debtors' Chapter
11 Cases shall be paid the full amount of such Allowed Priority Tax Claim, in
cash from the Unencumbered CPPI Cash, on the later of (i) the Effective Date (or
as soon thereafter as is practicable) or (ii) the first Business Day after such
Claim becomes an Allowed Claim (or as soon thereafter as is practicable). The
Debtors estimate that Priority Tax Claims were approximately $80,000, in the
aggregate, as of the Filing Date.

         Class 1 -- Priority Claims

         Class 1 consists of all Claims arising on or prior to the Filing Date
which are entitled to priority status in accordance with Section 507(a) of the
Bankruptcy Code, other than Administrative Expense Claims and Priority Tax
Claims.


<PAGE>

         Each holder of an Allowed Priority Claim shall be paid the Allowed
amount of such Claim, including all applicable interest and other charges to
which the Holder of such Allowed Priority Claim may be entitled under applicable
law or contract, to the extent permitted under the applicable provision of
section 507(a), in cash, on the later of: (a) the Effective Date (or as soon
thereafter as is practicable) and (b) the first Business Day after such Claim
becomes an Allowed Claim (or as soon thereafter as is practicable). Based upon
current information, the Debtors do not believe that there are any holders of
Allowed Priority Claims in Class 1.

         Class 2 -- First Mortgage Note Secured Claims

         Class 2 consists of all Claims against the Debtors under the CPPI
Guaranty, the First Mortgage, the First Mortgage Notes Indenture, the First
Mortgage Notes or the Security Documents. The First Mortgage Note Secured Claims
are secured to the extent of the value of the collateral securing the First
Mortgage Notes. The Claridge Debtors estimate that the principal amount of the
First Mortgage Note Secured Claims was approximately $90,500,000 (including
accrued interest of $5,500,000), in the aggregate, as of the Filing Date. No
payment will be made to any Noteholders in respect of any post-petition accrued
and/or unpaid interest on the First Mortgage Note Claims. Class 2 is impaired.

         You are asked to vote to accept or reject your treatment in each of
classes 2A, 2B and 2C. Your distribution in Class 2A, 2B and 2C will be equal to
the Allowed Amount of your secured claim against the respective Debtor entity.
With respect to ACBA, you will receive ACBA's allocation of the Purchase Price
(i.e., the ACBA Purchase Price Allocation) and the ACBA/Indenture Trustee Cash
(i.e., the monies in the AOB Escrow Account, the September Operating Lease
Payment Account and the Indenture Trustee Cash). With respect to CPPI, you will
receive CPPI's allocation of the Park Place Purchase Price (i.e., the CPPI
Purchase Price Allocation) and the CPPI Encumbered Cash (i.e., generally the
cash on hand of the Debtors less $9,800,000 deemed unencumbered and less
$7,000,000 in cash being transferred to Park Place under the Park Place Purchase
Agreement). As for the Corporation, the Plan provides that the stock of CPPI on
which the Indenture Trustee has a lien will be transferred to the First Mortgage
Liquidating Trust and the First Mortgage Noteholders. The First Mortgage
Noteholders will also receive the Net Proceeds from the sale of any of the
Corporation's assets that are subject to the Indenture Trustee's liens. The
Debtors estimate such property is of de minimus value and you should not expect
to receive any distribution on account of your Secured Claim against the
Corporation other than the stock of CPPI to be transferred to the First Mortgage
Liquidating Trustee. Based upon the estimates provided by the Indenture Trustee,
after payment of ACBA court approved budgeted expenses, court approved fees and
expenses of ACBA's professionals and the Indenture Trustee fees and expenses,
including the Indenture Trustee's professionals, in the aggregate, holders of
First Mortgage Notes should receive in respect of their Secured Claims against
the Debtors the following:

                  $65,000,000       Park Place Purchase Price

                  $10,200,000       Encumbered CPPI Cash

                  $3,000,000        ACBA/Indenture Trustee Cash

                  ($7,000,000)      Cash to be Transferred to Park Place
                  -----------
                  $71,200,000       (Estimated)

         This amounts, on a percentage basis, to an approximately seventy-nine
(79%) percent recovery upon the Noteholders' secured claims. The Noteholders
deficiency claim (that is, the total allowed amount of their claim less the
monies paid upon their secured claim) will equal approximately $20,000,000. In

<PAGE>

addition, as discussed below, the Noteholders will also receive a recovery of
approximately $4,000,000 as their deficiency claim making the aggregate recovery
of $75,200,000 or 83% of the total claim of $90,500,000. Under the Plan, in the
aggregate, it is expected that the Noteholders will receive an 88.47% recovery
based upon $85,000,000 of the outstanding principal amount of the Notes. This is
just an estimate of the recovery for Noteholders on their secured claims. The
actual recovery may be more or less depending upon a variety of factors
including the timing of the Effective Date and the result of the Claridge
Debtors' operations through such date. The amount of the ACBA/Indenture Trustee
Cash is also subject to the actual expenses of ACBA and of the ACBA fees and
expenses of its court appointed professionals and of the Indenture Trustee.

         Class 3 -- General Corporation Claims

         Class 3 consists of all unsecured Claims against the Corporation
arising on or prior to the Filing Date other than Administrative Expense Claims,
Priority Tax Claims, Priority Claims, First Mortgage Note Claims (in Classes 2
and 7) and Intercompany Claims. General Corporation Claims consist of trade
obligations and miscellaneous unsecured Claims against the Corporation. The
Debtors estimate that General Corporation Claims were approximately $1,000, in
the aggregate, as of the Filing Date.

         Under the Plan, in full satisfaction of your Allowed Claim, you will
receive a pro rata distribution of the Unsecured Creditor Unencumbered Cash
Distribution. Generally, this means you will share with the Deficiency Claims
asserted by the holders of the First Mortgage Notes in the sum of (x) $9,800,000
of "cage cash" which the Plan treats as not subject to the Indenture Trustee's
liens, less (y) payment of an estimated $5,000,000, in aggregate of,
professional fees, administration expenses not assumed by Park Place, Priority
Tax and other Priority Claims, and Post-Confirmation Wind Down Expenses.
Assuming the holders of the First Mortgage Notes assert a $20,000,000 deficiency
claim, this means that approximately $1,000,000 will be available to fund a pro
rata distribution to the holders of the Allowed Class 3, 4, and 5 Claims. In
addition, if the Plan is confirmed and the Park Place Purchase Agreement closes,
Park Place has agreed to make available to holders of Allowed Class 3, 4, and 5
Claims the distribution Park Place would otherwise receive on account of
approximately $2,500,000 of First Mortgage Note it holds. If, in the aggregate,
holders of First Mortgage Notes are to receive an 83% distribution (as the
Debtors estimate), an additional $2,075,000 will be available to fund
distributions to holders of Allowed Class 3, 4, and 5 claims. Assuming the Park
Place Purchase Agreement closes, all told, the Debtors project that
approximately $3,075,000, in the aggregate, will be available to pay
approximately $5,000,000 of unsecured claims, or a sixty-one and one-half
percent (61 1/2%) distribution.

         The claims resolution process has not yet concluded and it is possible
that the aggregate amount of such claims may be more or less than the Debtors'
present estimates of $5,000,000 for all Allowed Class 3, 4 and 5 Claims. You
should be aware that if the aggregate amount of Allowed Claims in Classes 3, 4
and 5 exceed the $5,000,000, holders of such claims may receive less than the
anticipated 61 1/2% return the Debtors are now estimating as their recovery.
Conversely, if the aggregate amount is less than the $5,000,000 holders of such
claims may receive more.

         Class 4 -- General CPPI Claims

         Class 4 consists of all General CPPI Claims. General CPPI Claims
consist of trade obligations and miscellaneous unsecured Claims against CPPI.

         In the aggregate, the Claridge Debtors estimate that General CPPI
Claims, other than claims asserted by certain personal injury and casualty
claimants, equals less than $4.5 million as of the Filing Date. Of this amount,
the IRS has asserted a Claim of approximately $533,000 relating to certain
Claims arising under a settlement agreement entered into regarding payment of
1990 and 1991 taxes and the National Labor Relations Board has asserted a claim
of $49,000. In addition, certain individuals as of the Filing


<PAGE>



Date have asserted Claims against CPPI relating to personal injuries and
property casualty they allegedly may have sustained during visits to the Casino.
Based upon a review of its books and records, the aggregate amount of such
asserted Claims, not otherwise covered by applicable insurance, is a maximum
potential aggregate liability, in the Debtors judgment, of approximately $1.1
million. The Debtors believe that they have ample excess and umbrella insurance
coverage from which to satisfy any significant awards entered against the
Debtors. Unless compromised and allowed by order of the Bankruptcy Court, all
such Claims will be deemed disputed as of the Effective Date and shall receive
distribution when and to the extent provided in the Plan.

         Under the Plan, in full satisfaction of your Allowed Claim, you will
receive a pro rata distribution of the Unsecured Creditor Unencumbered Cash
Distribution. Generally, this means you will share with the Deficiency Claims
asserted by the holders of the First Mortgage Notes in the sum of (x) $9,800,000
of "cage cash" which the Plan treats as not subject to the Indenture Trustee's
liens, less (y) payment of an estimated $5,000,000, in aggregate of,
professional fees, administration expenses not assumed by Park Place, Priority
Tax and other Priority Claims, and Post-Confirmation Wind Down Expenses.
Assuming the holders of the First Mortgage Notes assert a $20,000,000 deficiency
claim, this means that approximately $1,000,000 will be available to fund a pro
rata distribution to the holders of the Allowed Class 3, 4 and 5 Claims. In
addition, if the Plan is confirmed and the Park Place Purchase Agreement closes,
Park Place has agreed to make available to holders of Allowed Class 3, 4 and 5
Claims the distribution Park Place would otherwise receive on account of
approximately $2,500,000 of First Mortgage Note it holds. If, in the aggregate,
holders of First Mortgage Notes are to receive an 83% distribution (as the
Debtors estimate), an additional $2,075,000 will be available to fund
distributions to holders of Allowed Class 3, 4 and 5 claims. Assuming the Park
Place Purchase Agreement closes, all told, the Debtors project that
approximately $3,075,000, in the aggregate, will be available to pay
approximately $5,000,000 of unsecured claims, or a sixty-one and one-half
percent (61 1/2%) distribution.

         Class 5 -- General ACBA Claims

         Under the Plan, in full satisfaction of your Allowed Claim, you will
receive a pro rata distribution of the Unsecured Creditor Unencumbered Cash
Distribution. Generally, this means you will share with the Deficiency Claims
asserted by the holders of the First Mortgage Notes in the sum of (x) $9,800,000
of "cage cash" which the Plan treats as not subject to the Indenture Trustee's
liens, less (y) payment of an estimated $5,000,000, in aggregate of,
professional fees, administration expenses not assumed by Park Place, Priority
Tax and other Priority Claims, and Post-Confirmation Wind Down Expenses.
Assuming the holders of the First Mortgage Notes assert a $20,000,000 deficiency
claim, this means that approximately $1,000,000 will be available to fund a pro
rata distribution to the holders of the Allowed Class 3, 4 and 5 Claims. In
addition, if the Plan is confirmed and the Park Place Purchase Agreement closes,
Park Place has agreed to make available to holders of Allowed Class 3, 4 and 5
Claims the distribution Park Place would otherwise receive on account of
approximately $2,500,000 of First Mortgage Note it holds. If, in the aggregate,
holders of First Mortgage Notes are to receive an 83% distribution (as the
Debtors estimate), an additional $2,075,000 will be available to fund
distributions to holders of Allowed Class 3, 4 and 5 claims. Assuming the Park
Place Purchase Agreement closes, all told, the Debtors project that
approximately $3,075,000, in the aggregate, will be available to pay
approximately $5,000,000 of unsecured claims, or a sixty-one and one-half
percent (61 1/2%) distribution.

         Class 6 -- Intercompany Claims

         Class 6 consists of all Intercompany Claims. Allowed Intercompany
Claims shall be satisfied in full as follows: On the Effective Date, ACBA will
sell, transfer, convey and assign, without recourse, all of its right, title and
interest in and to its property which constitutes the Park Place Property, to
Park Place free and clear of any liens, claims, encumbrances or interests other
than the Wraparound Note, FF&E Note and the Wraparound Mortgage. The Plan also
provides that the Operating Lease and the Expansion Operating


<PAGE>

Lease shall terminate without liability. All other Intercompany Claims between
and among the Debtors shall be waived, released and extinguished. Claims of CPPI
shall not be affected, modified or altered by the Plan, except that such Claims
shall be subordinate, in all respects, to Claims asserted against the
Corporation as of the Effective Date, including those Claims in Class 3. The
Liquidation Trust shall also assume the expense and cost (but not any underlying
tax liability owed by an ACBA, a general partner or a limited partner) related
to any tax inquiry, audit or appeal of any tax liability of a general partner or
ACBA.

         Class 7 -- First Mortgage Notes Deficiency Claims

A.       CPPI Deficiency Claim

         The Plan also gives affect to the deficiency claims asserted by the
holders of the First Mortgage Notes. As used in the Plan, the term deficiency
claim means the amount of the claims asserted by the holders of the First
Mortgage Notes against CPPI as of the Filing Date (i.e., $90,500,000) less all
distributions received by holders of the First Mortgage Notes in respect of
their Class 2 Claims. As discussed supra, the Debtors believe the deficiency
claims of the First Mortgage Note holders will be approximately $20,000,000,
subject to adjustment depending upon, among other things, (i) adjustments to the
Park Place Purchase Price, as permitted under the Park Place Purchase Agreement;
(ii) the fees and expenses of the Indenture Trustee; (iii) the cost and expense
of the General Liquidating Trust and the First Mortgage Liquidating Trust; and
(iv) the profitability of the Debtors' operations pending the Effective Date.

         A deficiency claim is an unsecured claim. As an unsecured creditor, the
holders of the First Mortgage Notes in respect of their deficiency claims will
share pro rata with holders of the unsecured claims classified in Classes 3, 4
and 5. The principal source of recovery for unsecured claims is the Unencumbered
CPPI Cash. After payment of Administrative Expense Claims, Priority Claims, and
Priority Tax Claims and the establishment of reserves required under the Plan,
the Debtors project that approximately $5,000,000 will be available from which
distributions will be made to holders of the First Mortgage Notes in respect of
their deficiency claims and holders of Claims in Classes 3, 4 and 5. If, as the
Debtors' estimate, the aggregate amount of Claims in Classes 3, 4 and 5 equals
$5,000,000, then holders of the First Mortgage Notes in respect of their
deficiency claims will receive 80% of the $5,000,000 (i.e., $4,000,000). Holders
of Allowed Claims in Classes 3, 4 and 5 will share in $1,000,000 of the
$5,000,000 of available Unencumbered CPPI Cash. (i.e., 20%).

         You should be aware that additional factors could also influence the
recovery on your deficiency claims. First, the General Liquidating Trustee could
recover Net Proceeds from the sale, disposition or liquidation of the Excluded
Assets not subject to the Indenture Trustee's liens for the benefit of the
Holders of the First Mortgage Notes. In so doing, there may be more unencumbered
assets to share among the holders of Class 7B Claims and Classes 3, 4 and 5
Claims. In addition, the General Liquidating Trustee may be successful in
reducing the aggregate amount of Allowed Class 3, 4 and 5 Claims through the
Claims objection process. The timing of the payments in respect of the Class 7B,
Class 3, 4 and 5 Claims will be dependent upon the resolution of any disputed
Class 3, 4 and 5 Claims.

         At present, the Debtors are projecting that holders of the First
Mortgage Notes will realize, in the aggregate, $75,200,000 ($71,200,000 on the
Secured claim and $4,000,000 on the deficiency claim), an approximate 83%
distribution upon their Claims totaling $90,500,000.

B.       ACBA Deficiency Claims

         Because the ACBA assets (other than cash which the Indenture Trustee
asserts is its property, or at a minimum its cash collateral), are to be sold
and the underlying nature of the Claims asserted by the holders of the First
Mortgage Notes are non-recourse to ACBA, the holders of the First Mortgage Notes
have no deficiency claim against ACBA.


<PAGE>

C.       Corporation Deficiency Claim

         In satisfaction of any deficiency claim asserted against the
Corporation, the holders of the First Mortgage Notes will receive the shares of
the Corporation, which will be held in the First Mortgage Liquidating Trust
pending the dissolution of the Corporation.

         Class 8 -- Micros Leasing Secured Claims

         Micros Leasing asserts a claim against CPPI based upon an agreement
dated November 6, 1998. CPPI believes that this agreement is a disguised
financing arrangement and not a true lease. The agreement covers certain
computer and related office equipment. The agreement was to run for sixty (60)
months. The balance owed Micros Leasing (less imputed interest) is approximately
$48,000. Under the Plan, Micros Leasing will receive a new note in the principal
amount of the balance owed by CPPI (less the imputed interest rate in such
agreement). The new note will mature in one (1) year from the Effective Date,
accrue interest at the rate of eight (8%) per annum payable quarterly in
arrears, and be secured by the subject property. Upon the Effective Date, CPPI
shall transfer such property to Park Place or the Alternative Buyer (as the case
may be) and whereupon CPPI shall have no further liability to Micros Leasing.

         Under the Plan, Micros Leasing is Impaired.

         Class 9 -- Simplex Secured Claims

         Simplex's claim arises out of a pre-petition agreement with ACBA
executed on May 14, 1999 for a fire safety system. The agreement was to run for
36-Months after which ACBA would own the underlying property for a nominal
purchase price not tied to the property's underlying fair market value. ACBA
believes its relationship with Simplex is that of a borrower/creditor and that
the agreement with Simplex is, in fact, a disguised financing arrangement. The
balance owed to Simplex is approximately $135,000. Under the Plan, ACBA will
issue to Simplex a new note in the amount of the balance owed Simplex for the
subject property less the imputed interest rate. The new note will mature in one
(1) year from the Effective Date, pay interest quarterly in arrears at the rate
of eight (8%) percent per annum and be secured by the subject property. On the
Effective Date, ACBA will transfer the subject property to Park Place or the
Alternative Buyer, as the case may be, and after such assignment ACBA shall have
no further liability or obligation with respect to such claim.

         The holder of the Class 9 Claim is Impaired.

         Class 10 -- Contingent Payment Right Claims

         Class 10 consists of all Allowed Contingent Payment Right Claims. The
Debtors estimate that Contingent Payment Right Interest Claims were
approximately $69.4 million, in the aggregate, as of the Filing Date. These
claims are held by Releasing Investors.

         On the Effective Date, all Allowed Contingent Payment Right Claims
shall be extinguished and no distribution will be made in respect of such
Allowed Contingent Payment Right Claims. Class 10 is impaired.

         Class 11 -- Contingent Payment Claims

         Class 11 consists of all Allowed Contingent Payment Claims. The Debtors
estimate that Contingent Payment Rights Claims were approximately $96.9 million,
in the aggregate, as of the Filing Date.

         On the Effective Date, all Allowed Contingent Payment Claims shall be
extinguished and no distributions will be made in respect of such Allowed
Contingent Payment Claims, including any Allowed Claims arising out of or in
connection with the Debtors' rejection of the Restructuring Agreement. Class 11
is impaired.


<PAGE>

         Class 12 -- Corporation Interests

         Class 12 consists of all Corporation Interests. On the Effective Date,
all Corporation Interests will be extinguished and no distributions will be made
to the holders of Corporation Interests. Class 12 is impaired.

         Class 13 -- CPPI Interests

         Class 13 consists of all CPPI Interests. On the Effective Date, the
Corporation will continue to own 100% of the CPPI Interests, which will re-vest
free and clear of any liens, claims, interests or encumbrances. Class 13 is
unimpaired.

         Class 14 -- ACBA Interests

         Class 14 consists of all ACBA Interests. On the Effective Date, the
ACBA Interests shall be extinguished and cancelled and no distribution will be
made to the holders of the ACBA Interests. Class 14 is impaired.
Summary of Other Provisions of the Plan

         Executory Contracts and Unexpired Leases

         Subject to the approval of the Bankruptcy Court, the Bankruptcy Code
empowers a debtor in possession to assume or reject executory contracts and
unexpired leases. Generally, an "executory contract" is a contract under which
material performance is due from both parties. If an executory contract or
unexpired lease is rejected by a debtor in possession, the other party to the
agreement may file a claim for damages incurred by reason of the rejection,
which claim is treated as a pre-Filing Date Claim. If an executory contract or
unexpired lease is assumed by a debtor in possession, the debtor in possession
has the obligation to perform its obligations thereunder in accordance with the
terms of such agreement and failure to perform such obligations would result in
a claim for damages which may be entitled to Administrative Expense status.

         On the Effective Date, all executory contracts and unexpired leases
that exist between the Debtors and any Person are hereby rejected, except for
any executory contracts and unexpired leases that have been specifically assumed
by the Debtors with the approval of the Bankruptcy Court on or before the
Effective Date or in respect of which a motion for rejection has been filed on
or before the Effective Date.

         On the Effective Date, (i) CPPI and ACBA will reject the Operating
Lease and the Expansion Operating Lease, and (ii) ACBA and the Claridge Debtors
will reject the Restructuring Agreement, to the extent executory as of the
Effective Date and (iii) ACBA will reject any agreement with or obligation to
its general partners arising by contract or operation of law, to the extent
executory as of the Effective Date. The Debtors intend to either terminate the
Operating Leases without liability or extinguish the claims arising from the
rejection of the Operating Lease and Expansion Operating Lease.

         On the Effective Date, CPPI and the Corporation will assume and assign
to Park Place (i) all employment agreements to which they are a signatory, in
effect as of the Effective Date; (ii) any and all collective bargaining
agreements to which they are a signatory, in effect as of the Effective Date;
and (iii) all employee benefit plans to which they are a signatory, in effect as
of the Effective Date. In addition, on the Effective Date, the Debtors shall
assume and assign to Park Place such other contracts, agreements or leases
identified in Exhibit "D" to the Plan and, to the extent ACBA shall be a party
to such contract or lease, ACBA shall assign and Park Place shall assume such
contract or lease pursuant to the Plan.

         Entry of the Confirmation Order by the Clerk of the Bankruptcy Court
shall constitute approval of


<PAGE>

all executory contracts and unexpired leases to be assumed by the Debtors and
their assignment to Park Place in accordance with the Plan pursuant to section
365(a) of the Bankruptcy Code, as identified in Exhibit "D" to the Plan.

         Claims created by or arising in connection with the rejection of
executory contracts and unexpired leases of the Debtors must be filed no later
20 days after the entry of a Final Order authorizing such rejection. Any such
Claims not filed within such time shall be forever barred from assertion against
the Debtors, and their property and estates. Each Claim resulting from such
rejection shall constitute a class 3, 4 or 5 Claim, as the case may be, if
unsecured.

         You should be aware that, prior to the Petition Date, Thermal Energy
Limited Partnership I ("TEP I") had entered into a certain thermal energy
services agreement with CPPI. After reviewing the underlying agreement, and
following extensive negotiations, CPPI has determined to assume the agreement,
with certain modifications which TEP I has accepted. These modifications, among
other things, will result in CPPI saving upwards of $125,000 per year on its
utility charges. CPPI has agreed to assume the agreement with TEP I as part of
the confirmation of the Plan, or if confirmation is delayed for any reason
beyond year end, to file a separate motion with the Bankruptcy Court. TEP I has
agreed to a proposed compromise reached with respect to certain modifications to
its agreement and will not oppose assumption of its agreement, as modified,
provided that it is assumed by the Debtors as part of the Plan or by means of a
separate motion and order of the Court. You should also be aware that TEP I has
alleged that if this agreement is rejected, TEP I would be entitled to assert a
rejection claim, as a Class 4 Claim. TEP I estimates that its claim would be not
less than $7,000,000. The Debtors dispute that CPPI would have any liability
against TEP I if the agreement was rejected. However, in the event the agreement
is not assumed and should TEP I have a claim based upon its rejection damages,
the recovery to creditors in Classes 3, 4 or 5 could be substantially
discounted.

         Notwithstanding any other provisions of the Plan, the obligations of
the Debtors to indemnify their present or former directors, officers, general
partners, and employees pursuant to their respective certificates of
incorporation, by-laws, limited partnership agreement, contractual obligations
or any applicable laws in respect of all past, present and future actions, suits
and proceedings against any of such directors, officers, general partners,
agents, employees and representatives based upon any act or omission related to
service with, for or on behalf of any of the Debtors shall not be discharged or
impaired by confirmation or consummation of this Plan, but shall survive
unaffected by the reorganization contemplated by this Plan and shall be
performed and honored in full pursuant to the Debtors' or the Corporation's or
CPPI's by-laws, certificate of incorporation, limited partnership agreement,
contractual obligations or applicable laws regardless of such confirmation,
consummation and reorganization; but such claims shall be limited solely to the
applicable directors and officers liability policies. Thus, these claims should
not impact or effect the recoveries to unsecured creditors under the Plan.

        All employee compensation and benefit plans, policies and programs of
the Claridge Debtors applicable generally to their employees, as in effect on
the Effective Date, including, without limitation, all savings plans, retirement
plans, health care plans, disability plans, and life, accidental death and
dismemberment insurance plans, shall continue in full force and effect, and the
same shall be assumed by Park Place without prejudice to the rights under
applicable non-bankruptcy law to modify, amend or terminate any of the foregoing
arrangements.

         Alternative Purchase Agreement

        The Plan can still be confirmed and become effective even if the Park
Place Purchase Agreement terminates. Under the Plan, creditors are being asked
to approve a process by which distribution will be made to creditors from the
sale of the Debtors' assets pursuant to an Alternative Sale Transaction. At
present, the Debtors believe that Park Place has every intention of closing the
Park Place Purchase Agreement and they fully expect that the NJCCC will approve
Park Place's acquisition of the Park Place


<PAGE>

Property. Nevertheless, the Plan contemplates that in the event the Park Place
Purchase Agreement does not close, the Debtors will be permitted to sell their
assets to an Alternative Buyer. At present, there is no Alternative Buyer
identified by the Debtors and there are no assurances that one can be located or
if one is located that the purchase price such Alternative Buyer may offer will
equal that of the Park Place Purchase Price. In addition, if the Park Place
Purchase Agreement does not close, Park Place will likely not share its
distribution in respect of the First Mortgage Notes with holders of Claims in
Classes 3, 4 and 5. Ultimately, creditors could recover less upon their claims
if an Alternative Transaction is approved. If the Debtors are forced to pursue
an Alternative Sale Transaction, the Debtors will file an appropriate
application with the Bankruptcy Court, on notice to the Noteholder Committee and
the Creditors' Committee, seeking approval of the solicitation and bidding
procedures. All parties in interest will be afforded an opportunity to comment
on the proposed solicitation and bidding procedures and following a hearing, the
Bankruptcy Court will approve those solicitation and bidding procedures which
the Court determines will maximize the recovery for all creditors under the
circumstance then prevailing. At a minimum, the Plan will provide that any
Alternative Purchase Agreement will be subject to higher and better offers at an
auction sale to be held before the Bankruptcy Court. In so doing, creditors can
reasonable expect their interests will be protected, because any Alternative
Purchase Agreement, if accepted by the Debtors, will be subject to scrutiny by
the market place and competitive bidding.

         Continuation of Business; Re-vesting; Wind-Down

         As of the date of this Disclosure Statement, the Debtors have operated
and will continue to operate their businesses as debtors in possession with the
protection of the Bankruptcy Court as provided in Sections 1107 and 1108 of the
Bankruptcy Code. On the Effective Date, (i) title to all property and assets of
the Corporation other than the Stock of CPPI shall re-vest in the Corporation;
(ii) title to all property and assets of CPPI (other than the Unencumbered CPPI
Cash and the Other Excluded Assets) shall be transferred to Park Place; and
(iii) title to all property and assets of ACBA (other than the Excluded Assets)
shall be transferred to Park Place; in each such case free and clear of all
liens, Claims or encumbrances except as otherwise provided in the Plan or the
Park Place Agreement with the liens of the Indenture Trustee attaching to the
proceeds of CPPI assets and ACBA assets sold to Park Place pursuant to the Park
Place Agreement. In addition, the Confirmation Order shall empower and authorize
the Corporation, CPPI and ACBA, as of the Confirmation Date, to take or cause to
be taken all actions which are necessary to implement effectively the provisions
of the Plan. Simultaneously with the Effective Date, two (2) trusts will be
created: (i) the First Mortgage Liquidating Trust; and (ii) the General
Liquidating Trust. The purposes of these two (2) trusts are described below.

         The First Mortgage Liquidating Trust is being established for the
purpose of holding, liquidating and making distributions to the holders of the
First Mortgage Notes from the following property: (x) the shares of the
Reorganized Corporation to be distributed to the First Mortgage Liquidating
Trustee for the benefit of holders of the First Mortgage Notes in respect of
their Class 7C Deficiency Claims; (y) the stock of CPPI; and (z) the Excluded
Assets (i.e., the property of CPPI, the Corporation and ACBA not being sold to
Park Place or the Alternative Buyer, as the case may be) that are subject to the
liens, mortgages, accounting interests and encumbrances attached by the
Indenture Trustee on behalf of the holders of the First Mortgage Notes. The
terms of the First Mortgage Liquidating Trust, including the identity of the
First Mortgage Notes Liquidating Trustee will be determined by the Noteholders
Committee, the Debtors and the Indenture Trustee, but in any event will be
substantially similar to the terms and conditions of the Liquidating Trust. The
cost and expense of the First Mortgage Liquidating Trust, including compensation
of the First Mortgage Liquidating Trustee and any professionals retained by the
First Mortgage Liquidating Trustee will be funded from the Post-Confirmation
Wind-Down Expense Reserve, which is a reserve to be established by the Debtors,
after consultation with and the approval of the Noteholder Committee and the
Indenture Trustee, from the Unencumbered CPPI Cash in an amount equal to
$300,000 or such greater amount as may be required. The First Mortgage
Liquidating Trustee shall have no liability or responsibility


<PAGE>

for filing returns (other than the payment of the professional expenses and fees
contemplated under the Plan in connection with any audit or tax inquiry) or the
payment of taxes of ACBA or its partners. The cost of preparing final tax
returns for ACBA shall be funded up to $59,400 pursuant to the terms of the
Global Stipulation. You should also be aware that the Post-Confirmation
Wind-Down Expense Reserve may be greater than $300,000 if that amount is not
sufficient to cover the functions of the First Mortgage Liquidating Trustee and
to pay all other expenses provided for under the Plan.

         The General Liquidating Trust is to be established under the Plan to
hold the Excluded Assets not subject to the liens, encumbrances or security
interests asserted by the Indenture Trustee. These assets consist principally of
Avoiding Power Causes of Action and de minimus tangible property. The estimated
realizable value of such property is not greater than $200,000. In addition, the
General Liquidating Trustee will also be charged with the responsibility of
filing and presenting claims objections to Persons that assert Claims in Classes
3, 4 and 5. The members of the Creditors' Committee shall select the General
Liquidating Trustee. The costs and expenses of the General Liquidating Trust,
including the compensation to the General Liquidating Trustee and its retained
professionals, shall be funded from the General Litigation Trust Administrative
Reserve. The General Liquidating Trustee may retain one or more existing members
of the Debtor's management to assist in the administration of the General
Liquidating Trust. On the Effective Date, $200,000 of Unencumbered CPPI Cash
will be deposited in the General Liquidating Trust Administrative Reserve to
fund the General Liquidating Trust Administrative Expense Claims. To the extent
the General Liquidating Trust Administrative Expense Claims exceed that amount,
the proceeds from the liquidation of the General Liquidating Trust Assets shall
be used to satisfy such claims before distributions are made to other creditors
under the Plan.

         Surrender and Cancellation of Instruments

         Each holder of a promissory note or other instrument evidencing a Claim
impaired under the Plan shall surrender the same to the Debtors and the Debtors
shall distribute or shall cause to be distributed to the holders thereof the
appropriate distribution of property thereunder. No distribution of property
under the Plan shall be made to or on behalf of any such holder unless and until
such promissory note or other instrument is received by the Debtors, or the
unavailability of such note or other instrument is established to the
satisfaction of the Debtors. Any such holder that fails to surrender or cause to
be surrendered such promissory note or other instrument, or to execute and
deliver an affidavit of loss and indemnity satisfactory to the Debtors, and, in
the event that the Debtors so request with respect to the First Mortgage Notes,
fails to furnish a bond in form and substance (including, without limitation,
with respect to amount) reasonably satisfactory to the Debtors, within two years
after the Confirmation Date, shall be deemed to have forfeited all Claims
against the Debtors represented by such note or other instrument and shall not
participate in any distribution under the Plan in respect of such note or other
instrument and all property in respect of such forfeited distribution, including
(if applicable) interest accrued thereon, shall revert to the Debtors.
Notwithstanding the foregoing, all Claims shall be discharged and all Interests
shall be terminated by the Plan to the extent provided therein regardless of
whether and when any surrender, indemnity or bond required by the Plan is
provided and regardless of whether the Debtors makes a distribution thereunder
in the absence of compliance by any holder of a Claim with the requirements of
the Plan. The Claridge Debtors may waive this requirement of the Plan.

         Retention and Enforcement of Causes of Action

         Pursuant to Section 1123(b)(3) of the Bankruptcy Code, the Claridge
Debtors will retain and on the Effective Date assign to the General Liquidating
Trust the exclusive right to enforce in their sole and absolute discretion any
and all causes of action of the Debtors, including all causes of action which
may exist under Sections 510, 544 through 550 and 553 of the Bankruptcy Code or
under similar non- bankruptcy laws. On the Effective Date, the Debtors shall
release any Avoiding Power Causes of Action against the Indenture Trustee or the
holders of the First Mortgage Notes.


<PAGE>

         Restated Certificate of Incorporation

         Upon the confirmation of the Plan, the Corporation shall amend its
certificate of incorporation and by-laws by filing with the Secretary of State
of New York the Restated Certificate of Incorporation and Restated By-laws
substantially in the form of Exhibits to the Plan which shall be filed no later
than ten (10) days prior to the Confirmation hearing.

         Distributions Under the Plan

         Time and Method of Distributions Under the Plan. Except as otherwise
provided in the Plan, payments and distributions to be made pursuant to the Plan
will be made by the Indenture Trustee, the First Mortgage Liquidating Trust or
the General Liquidating Trustee, as the case may be (or its designee) on or as
promptly as practicable after the Effective Date. The Plan further provides that
such distributions will be made only to holders of Allowed Claims.

         Compliance with Tax Requirements. With respect to the Claridge Debtors,
the Claridge Debtors will comply with all withholding and reporting requirements
imposed by federal, state or local taxing authorities in connection with making
distributions pursuant to the Plan.

         In connection with each distribution with respect to which the filing
of an information return (such as an Internal Revenue Service Form 1099 or 1042)
and/or withholding is required, the Claridge Debtors shall file such information
return with the Internal Revenue Service and provide any required statements in
connection therewith to the recipients of such distribution and/or effect any
such withholding and deposit all funds so withheld as required by law. With
respect to any Person from whom a tax identification number, certified tax
identification number or other tax information required by law to avoid
withholding has not been received by the Claridge Debtors, the Claridge Debtors
shall withhold the amount required and distribute the balance to such Person.
Both Claridge Debtors are to be dissolved as soon as practicable following the
Effective Date. The First Mortgage Liquidating Trustee may retain one or more
members of existing management to assist in the dissolution of the Claridge
Debtors, including the filing of income tax returns.

         With respect to ACBA, under the Plan, ACBA will be dissolved and its
affairs wound-up pursuant to applicable non-bankruptcy law. AC Boardwalk
Partners, Inc., the corporate general partner of ACBA, will have the power and
authority to wind-up ACBA, including complying with applicable federal and state
laws, the filing of all necessary or required tax returns and forms in order to
cause, as soon as possible, the dissolution of ACBA. AC Boardwalk Partners, Inc.
shall become the tax matters partner of ACBA for all future and past tax
returns.

 Distribution of Unclaimed Property. Any distribution of property under
the Plan which is unclaimed after one year following the Effective Date will
irrevocably revert to the General Liquidating Trustee, to the extent such
property was distributed to holders of Claims in Classes 3, 4, 5 or 7B or to the
First Mortgage Liquidating Trustee, to the extent such property was distributed
to a holder of a Claim in Classes 2A, 2B, 2C or 7C under the Plan.

         Treatment of Disputed Claims

         Objections to Claims. Only Allowed Claims shall be entitled to
distributions under the Plan. The General Liquidating Trustee and the Debtors
reserve the sole and absolute right to contest and object to any Claims,
including, without limitation, those Claims that are not listed in the
Schedules, are listed therein as disputed, contingent and/or unliquidated in
amount, or are listed therein at a lesser amount than asserted by the holder of
such Claim. Unless otherwise ordered by the Bankruptcy Court, all objections to
Claims (other than Administrative Expense Claims) shall be filed and served upon
counsel to the General Liquidating Trustee, counsel to any Committee and the
holder of the Claim objected to on or before the later of (a) 90 days after the
Effective Date and (b) 90 days after the date (if any) on which a proof of claim


<PAGE>

is filed in respect of such Claim, or such other date determined by the
Bankruptcy Court upon motion to the Bankruptcy Court without further notice or
hearing.

         Procedure. Unless otherwise ordered by the Bankruptcy Court or agreed
to by written stipulation of the General Liquidating Trustee, or until such
objection thereto is withdrawn, the General Liquidating Trustee shall litigate
the merits of each Disputed Claim until determined by a Final Order, provided,
however, that, subject to the approval of the Bankruptcy Court, (a) prior to the
Effective Date, the Debtors, and (b) after the Effective Date, the General
Liquidating Trustee, may compromise and settle any objection to any Claim.

         Payments and Distributions With Respect to Disputed Claims. No payments
or distributions will be made in respect of a Disputed Claim unless and until
such Disputed Claim becomes an Allowed Claim.

         Timing of Payments and Distributions With Respect to Disputed Claims.
Subject to the provisions of the Plan, payments and distributions with respect
to each Disputed Claim that becomes an Allowed Claim, and that would have
otherwise been made had the Allowed Claim been an Allowed Claim on the Effective
Date, will be made within thirty days after the date that such Disputed Claim
becomes an Allowed Claim. Holders of Disputed Claims that become Allowed Claims
shall be bound, obligated and governed in all respects by the provisions of the
Plan. In addition, a reserve is to be established for any Disputed Claim in an
amount equal to, at the General Liquidating Trustee's election: (a) the amount
of such claim as filed in such creditor's proof of claim; (b) the amount as
estimated by the Bankruptcy Court pursuant to Section 502(c) of the Bankruptcy
Code; or (c) such amount as agreed upon in writing between the General
Liquidating Trustee and such holder. The distribution to the holder of such
Disputed Claim based upon the reserved amount shall be set aside by the General
Liquidating Trustee who shall then be free to make distributions to holders of
Allowed Claims in the manner as provided in the Plan. Nothing herein shall
increase or enlarge the General Liquidating Trustee's obligations under the
Plan. To the extent a Disputed Claim is allowed in an amount greater than the
reserved amount, the General Liquidating Trustee shall adjust future
distributions to holders of Allowed Claims accordingly but shall not be enabled
to seek or obtain disgorgement of any prior distributions made to any holder of
an Allowed Claim.

         Effects of Plan Confirmation

         Discharge. Except as otherwise specifically provided in the Plan, the
Plan provides for the discharge of the Claridge Debtors and ACBA and their
respective property and assets (subject to the occurrence of the Effective Date)
from any debt that arose prior to the Confirmation Date and any debt of the kind
specified in Sections 502(g), 502(h) and 502(i) of the Bankruptcy Code (whether
or not a proof of claim based upon such debt is filed or deemed filed, whether
such debt becomes an Allowed Claim or whether the holder of such debt has voted
on the Plan). The effect of discharging a Claim is to release the Claridge
Debtors and ACBA from any obligations to make payments with respect to such
debt, other than those specifically provided by the Plan, and to prohibit any
collection efforts by the holder of the Claim.

         Injunction. Except as otherwise expressly provided in the Plan, the
entry of the Confirmation Order shall, provided that the Effective Date shall
have occurred, permanently enjoin all Persons that have held, currently hold or
may hold a Claim, or other debt or liability that is discharged pursuant to this
Plan or who have held, currently hold or may hold an Interest that is terminated
pursuant to this Plan from taking any of the following actions in respect of
such discharged Claim, debt or liability or such terminated Interest: (a)
commencing, conducting or continuing in any manner, directly or indirectly, any
suit, action or other proceeding of any kind against the Debtors, their property
or their respective officers, directors, employees or the General Partners of
ACBA; (b) enforcing, levying, attaching, collecting or otherwise recovering in
any manner or by any means, whether directly or indirectly, any judgment, award,
decree or order against the Debtors, their property or their respective
officers, directors, employees or the General Partners ACBA; (c) creating,
perfecting or enforcing in any manner, directly or indirectly, any lien or
encumbrance of any kind against the Debtors, their property or their respective
officers, directors, employees or the General


<PAGE>
Partners of ACBA; (d) asserting any setoff, right of subrogation or recoupment
of any kind, directly or indirectly, against any debt, liability or obligation
due to the Debtors, their property or their respective officers, directors,
employees or the General Partners of ACBA; and (e) proceeding in any manner in
any place whatsoever that does not conform to or comply with or is inconsistent
with the provisions of the Plan.

         Exculpation. Neither the Claridge Debtors, nor any creditors'
committee, the General Partners of ACBA, nor any of their respective members,
officers, directors, shareholders, employees, agents, attorneys, accountants or
other advisors shall have or incur any liability to any Holder of a Claim or
Interest for any act or failure to act in connection with, or arising out of,
the pursuit of confirmation of this Plan, the consummation of this Plan or the
administration of the Plan or the property to be distributed under the Plan,
except for any act or failure to act that constitutes willful misconduct or
recklessness as determined pursuant to a Final Order, and in all respects, such
Persons (a) shall be entitled to rely upon the advice of counsel with respect to
their duties and responsibilities under the Plan, and shall be fully protected
from liability in acting or in refraining from action in accordance with such
advice and (b) shall be fully protected from liability with respect to any act
or failure to act that is approved or ratified by the Bankruptcy Court.

         Binding Effect. Upon confirmation of the Plan by the Bankruptcy Court,
the provisions of the Plan will be binding upon and inure to the benefit of the
Debtors, any holder of a Claim or Interest, their respective predecessors,
successors, assigns, agents, officers and directors and any other Person
affected by the Plan whether or not such Person or holder of a Claim or Interest
has accepted the Plan.

         Miscellaneous Provisions of the Plan

         Retention of Jurisdiction. The business and assets of the Debtors shall
remain subject to the jurisdiction of the Bankruptcy Court until the Effective
Date. From and after the Effective Date, the Bankruptcy Court shall retain and
have exclusive jurisdiction over the Debtors, the General Liquidating Trust, the
First Mortgage Liquidating Trust, the Excluded Assets and the Chapter 11 cases
to the fullest extent permissible by law, including, without limitation, for the
purposes of determining all disputes and other issues presented by or arising
under the Plan, including, without limitation, exclusive jurisdiction to (a)
determine any and all disputes relating to Claims and the allowance and amount
thereof, (b) determine any and all disputes among Creditors with respect to
their Claims, (c) consider and allow any and all applications for compensation
for professional services rendered and disbursements incurred in connection
therewith, (d) determine any and all applications, motions, adversary
proceedings and contested or litigated matters pending on the Effective Date and
arising in or related to the Chapter 11 cases or the Plan, (e) remedy any defect
or omission or reconcile any inconsistency in the Confirmation Order, (f)
enforce the provisions of the Plan relating to the distributions to be made
hereunder, (g) issue such orders, consistent with Section 1142 of the Bankruptcy
Code, as may be necessary to effectuate the consummation and full and complete
implementation of the Plan, (h) enforce and interpret any provisions of the
Plan, (i) determine such other matters as may be set forth in the Confirmation
Order or that may arise in connection with the implementation of the Plan, and
(j) determine the final amounts allowable as compensation or reimbursement of
expenses pursuant to Section 503(b) of the Bankruptcy Code.

         Authorization of Corporate and Partnership Action. The entry of the
Confirmation Order shall constitute a direction and authorization to and of the
Debtors to take or cause to be taken any corporate or partnership action
necessary or appropriate to consummate the provisions of this Plan prior to and
through the Effective Date without any requirement of further action by the
stockholders, partners or directors of the Debtors, (including, without
limitation, the filing of or amending or restating the certificate of
incorporation of the Debtors, the filing of a certificate of dissolution for
ACBA, and the exercise of the general partners' power of attorney), and all such
actions taken or caused to be taken shall be deemed to have been authorized and
approved by the Bankruptcy Court.

         Modification of the Plan. The Debtors may alter, amend or modify the
Plan pursuant to Section 1127 of the Bankruptcy Code at any time prior to the
time that the Bankruptcy Court has signed the


<PAGE>

Confirmation Order. After such time and prior to the substantial consummation of
the Plan, the Debtors may, so long as the treatment of holders of Claims and
Interests under the Plan is not adversely affected, institute proceedings in
Bankruptcy Court to remedy any defect or omission or to reconcile any
inconsistencies in the Plan, the Disclosure Statement or the Confirmation Order
and any other matters as may be necessary to carry out the purposes and effects
of the Plan; provided, however, that prior notice of such proceedings shall be
served in accordance with Bankruptcy Rule 2002.

         Revocation and Withdrawal of the Plan. The Debtors reserve the right to
revoke or withdraw the Plan at any time prior to the Confirmation Date. If the
Debtors revoke or withdraw the Plan prior to the Confirmation Date, then the
Plan shall, unless otherwise ordered by the Court, be deemed null and void. In
such event, nothing contained therein shall be deemed to constitute a waiver or
release of any Claims by or against the Debtors or any other Person or to
prejudice in any manner the rights of the Debtors or any Person in any further
proceedings involving the Debtors.

                     ACCEPTANCE AND CONFIRMATION OF THE PLAN

         Described below are certain important considerations under the
Bankruptcy Code in connection with confirmation of the Plan.

Solicitation of Acceptance

         As permitted by the Bankruptcy Code, the Debtors are soliciting, in
good faith and in compliance with the applicable provisions of the Bankruptcy
Code, the acceptance of the Plan from all beneficial holders of Claims in
certain classes of Claims that are impaired under the Plan. The solicitation of
acceptances from holders of Claims in unimpaired classes is not required under
the Bankruptcy Code.

         The record date for determining holders of Claims and Interests who are
entitled to accept or reject the Plan is 5:00 p.m., Eastern Standard Time, on
the Approval Date.

         The Debtors believe that this classification of Claims complies with
Section 1122 of the Bankruptcy Code and is in the best interests of the Debtors,
their estates, Creditors and holders of equity interests. Confirmation Hearing

         Section 1128(a) of the Bankruptcy Code requires the Bankruptcy Court,
after notice, to hold a confirmation hearing. Section 1128(b) of the Bankruptcy
Code provides that any party in interest may object to confirmation of the Plan.

         The Bankruptcy Court has scheduled a hearing on the confirmation (the
"Confirmation Hearing") of the Plan on ___________ __, 2001 at 10:00 a.m.,
United States Bankruptcy Court for the District of New Jersey, Mitchell H. Cohen
United States Courthouse, 4th and Cooper Streets, Camden, New Jersey. The
Confirmation Hearing may be adjourned from time to time by the Bankruptcy Court
without further notice (other than except for an announcement of the adjournment
date made at the Confirmation Hearing or any adjournment thereof). Objections to
confirmation must be made in writing, specifying in detail the name and address
of the Person objecting, the grounds for the objection and the nature and amount
of the Claim or Interest held by the objector. Objections must be filed with the
Bankruptcy Court, together with proof of service, and served upon the parties so
designated in the Confirmation Notice, on or before the time and date designated
in the Confirmation Notice as being the last date for serving and filing
objections to confirmation of the Plan. Objections to confirmation of the Plan
are governed by Bankruptcy Rule 9014 and the local rules of the Bankruptcy
Court.

Requirements for Confirmation of the Plan

         As discussed below, the Debtors intend to request confirmation of the
Plan pursuant to Section 1129(b) of the Bankruptcy Code. In order for the Plan
to be confirmed pursuant to Section 1129(b) of the


<PAGE>

Bankruptcy Code, the Plan must satisfy all of the provisions of Section 1129(a),
except for Section 1129(a)(8). Specifically, the Bankruptcy Court must
determine, among other things, that (i) the Plan was accepted by the requisite
votes of holders of Claims entitled to vote on the Plan (see "-- Confirmation of
the Plan under Section 1129(b)"); (ii) the Plan is in the "best interests" of
all Creditors and Interest holders -- that is, that each Creditor and holder of
an Interest who rejects the Plan will receive at least as much pursuant to the
Plan as it would receive in a liquidation under Chapter 7 of the Bankruptcy Code
(see "-- Best Interests Test" and the "Liquidation Analysis" annexed hereto as
Appendix C); and (iii) the Plan is feasible -- that is, there is a reasonable
probability that the Debtors will be able to perform their obligations under the
Plan and continue to operate their business without further financial
reorganization or liquidation (see "-- Feasibility").

         The Debtors believe that, (i) upon acceptance of the Plan by classes
2A, 2B, 2C, 3, 4, 5, 7B, 7C, 8 and 9 determined without including any acceptance
of the Plan by any Insider, the Plan will satisfy all the statutory requirements
of Chapter 11 of the Bankruptcy Code, (ii) the Debtors have complied or will
have complied with all of the requirements of Chapter 11 and (iii) the Plan is
being proposed and will be submitted to the Bankruptcy Court in good faith.

Confirmation of the Plan Under Section 1129(b)

         Generally, a class of claims or interests is considered to be
unimpaired under a plan of reorganization if the plan does not alter the legal,
equitable and contractual rights of the holders of such claims or interests.
Classes of claims or interests that are not impaired under a plan or
reorganization are conclusively presumed to have accepted the plan of
reorganization and are not entitled to vote. Classes of claims or interests that
are impaired under a plan of reorganization that receive no distribution or
retain no property in respect of such claims or interests are conclusively
presumed to have rejected the plan of reorganization and are also not entitled
to vote.

         Acceptances of the Plan are being solicited only from those Creditors
who hold Claims in an impaired class and who will receive a distribution under
the Plan. The Debtors must request the Bankruptcy Court to confirm the Plan
pursuant to Section 1129(b) of the Bankruptcy Code. See "Summary Of The Plan --
Classification and Treatment of Claims and Interests Under the Plan." Acceptance
of the Plan is being solicited from holders of Claims in classes 2A, 2B, 2C, 3,
4, 5, 7B, 7C, 8 and 9. See "Introduction And Summary -- The Solicitation."

         The Debtors will request confirmation of the Plan pursuant to the
provisions of Section 1129(b) of the Bankruptcy Code. Under these provisions,
the Bankruptcy Court shall confirm the Plan despite the lack of acceptance by an
impaired class or classes if the Bankruptcy Court finds that (a) the Plan does
not discriminate unfairly with respect to each non-accepting impaired class, (b)
the Plan is "fair and equitable" with respect to each non-accepting impaired
class, (c) at least one impaired class has accepted the Plan (without counting
acceptances by Insiders), and (d) the Plan satisfies the other requirements set
forth in Bankruptcy Code Section 1129(a) except for Section 1129(a)(8). In
general, a plan does not discriminate unfairly if claims or interests in
different classes but with similar priorities and characteristics receive the
same treatment.

         The Bankruptcy Code establishes different "fair and equitable" tests
for holders of secured claims, unsecured claims and interests. In general,
Bankruptcy Code Section 1129(b) permits confirmation notwithstanding
non-acceptance by an impaired class if that class and all more junior classes
are treated in accordance with the "absolute priority" rule, which requires that
the dissenting class be paid in full before a junior class may receive or retain
anything under the plan. With respect to each class of secured claims, the Plan
must provide that holders of such claims retain the liens securing such claims,
to the extent of the Allowed Amount of such claims and each holder of a claim of
such class receive on account of such claim deferred cash payments totaling at
least the allowed amount of such claim, of a value, as of the Effective Date of
the Plan of at least the value of such holder's interest in the estate's
interest in the property. With


<PAGE>

respect to a class of unsecured Claims that does not accept the Plan, the
Debtors must demonstrate to the Bankruptcy Court that either (a) each holder of
an unsecured Claim of the dissenting class receives or retains under the Plan
property of a value equal to the Allowed Amount of its unsecured Claim or (b)
the holders of Claims or Interests that are junior to the Claims of the holders
of such unsecured Claims will not receive or retain any property under the Plan.
With respect to a class of Interests that does not accept the Plan, the Claridge
Debtors must demonstrate to the Bankruptcy Court that either (A) each holder of
such Interest receives or retains under the Plan property of a value equal to
the greatest of (i) any fixed liquidation preference to which such holder is
entitled, (ii) any fixed redemption price to which such holder is entitled or
(iii) the value of such interest or (B) the holder of any Interest that is
junior to the Interests of such class will not receive or retain under the Plan
on account of such junior Interest any property.

Best Interests Test

         Whether or not the Plan is accepted by classes 2A, 2B, 2C, 3, 4, 5, 7B,
7C, 8 and 9 the Bankruptcy Court must independently determine that the Plan is
in the best interests of each class of Claims or Interests impaired by the Plan
-- that is, with respect to each impaired class, (a) each holder of a Claim or
Interest has accepted the Plan or (b) that Creditors and Interest holders in
such impaired class will receive at least as much pursuant to the Plan as they
would receive in a liquidation under Chapter 7 of the Bankruptcy Code.

         To determine the value that holders of impaired Claims and Interests
would receive if the Debtors were liquidated, the Bankruptcy Court must
determine the dollar amount that would be generated from the liquidation of the
Claridge Debtors' assets in the context of a Chapter 7 liquidation case. The
cash amount which would be available for satisfaction of Administrative Expense
Claims, Priority Claims, unsecured Claims, and Interests in the Debtors would
consist of the proceeds resulting from the disposition of the assets of the
Debtors, augmented by the cash held by the Debtors at the time of the
commencement of the Chapter 7 case. Any such cash amount then would be reduced
by the amount of any Claims secured by such assets, the costs and expenses of
the liquidation, and such additional Administrative Expense Claims and Priority
Claims that may result from the termination of the Debtors' businesses and the
use of Chapter 7 for the purposes of liquidation.

         The Debtors' costs of liquidation under Chapter 7 would include the
fees payable to a trustee in bankruptcy, as well as those which might be payable
to attorneys and other professionals that such a trustee may engage, plus any
unpaid expenses incurred by the Debtors during the Chapter 11 cases and allowed
in the Chapter 7 cases, such as compensation for attorneys, financial advisors,
appraisers, accountants and other professionals, and costs and expenses of
members of any statutory committee of unsecured creditors appointed by the
United States Trustee pursuant to Section 1102 of the Bankruptcy Code and any
other such appointed committee. In addition, as described above, Claims may
arise by reason of the breach or rejection of obligations incurred and executory
contracts entered into by the Debtors during the pendency of Chapter 11 cases
which otherwise would have been assumed in a Chapter 11 reorganization.

         To determine if the Plan is in the best interests of each impaired
class, the present value of the distributions from the proceeds of the
liquidation of the Debtors' assets and properties, after subtracting the amounts
attributable to the foregoing Claims, costs and expenses, is compared with the
value of the property offered to such classes of Claims and Interests under the
Plan.

         In applying the "best interests test," it is possible that Claims and
Interests in Chapter 7 cases may not be classified as provided in the Plan. In
the absence of a contrary determination by the Bankruptcy Court, all prepetition
unsecured Claims which have the same rights upon liquidation would be treated as
one class for purposes of determining the potential distribution of the
liquidation proceeds resulting from each of the Debtors' Chapter 7 cases. The
distributions from the liquidation proceeds would be calculated ratably
according to the amount of the Claim held by each Creditor. The rule of absolute
priority of distributions applicable in Chapter 7 cases provides that no junior
creditor may receive any distribution or retain any property until all senior
creditors are paid in full with interest. Consequently, the Debtors believe


<PAGE>

that if the Debtors were liquidated under Chapter 7, the holders of Claims in
classes 2A, 2B, 2C, 3, 4, 5, 7B, 7C, 8 and 9 would receive distributions of a
value significantly less, if anything, than the value of the distributions
provided to the Creditors in such classes under the Plan, and that holders of
Claims in classes 10 and 11 as well as holders of Interests in classes 12 and 14
would receive no distributions under Chapter 7. See "Liquidation Analysis"
attached as Appendix C hereto.

         The Debtors have considered the effects that a Chapter 7 liquidation
would have on the ultimate proceeds available for distribution to creditors in a
Chapter 11 case, including: (i) the increased costs and expenses of liquidation
under Chapter 7 arising from fees payable to a trustee in bankruptcy and
professional advisors to such trustee; (ii) the erosion in value of assets in
Chapter 7 cases in the context of the expeditious liquidation required under
Chapter 7 and the "forced sale" atmosphere that would prevail; and (iii) the
substantial increases in Claims which would be satisfied on a priority basis or
on parity with creditors in a Chapter 11 case. Therefore, the Debtors have
determined that confirmation of the Plan will provide each holder of a Claim in
all classes with a recovery that is not less (and is expected to be
substantially more) than it would receive pursuant to liquidation of the Debtors
under Chapter 7 of the Bankruptcy Code. Therefore, the Debtors believe the best
interests test is satisfied with respect to these classes as well.

         Annexed hereto as Appendix C is a liquidation analysis prepared by Jay
Alix & Associates. Based upon that analysis, the proposed distribution under the
Plan is materially higher and better than that which creditors could expect to
recoup if the Debtors' assets were liquidated under Chapter 7.

Feasibility

         Section 1129(a)(11) of the Bankruptcy Code requires a finding by the
Bankruptcy Court that confirmation of the Plan will not be likely to be followed
by the liquidation, or the need for further financial reorganization, of the
Debtors or the successors of the Debtors (unless such liquidation or
reorganization is proposed in the Plan). Under the Plan, ACBA would have no
assets or operations and no Creditors after the Effective Date and would be
liquidated. Similarly, if the Plan is confirmed, the Claridge Debtors will have
no ongoing business operation, other than liquidating the Excluded Assets,
resolving claims, objections, making distributions to their creditors and,
finally, dissolving under state law. Thus, the Debtors believe that the
requirements in 11 U.S.C. ss. 1129(a)(11) have been satisfied.

Consummation

         In order for the Plan to be confirmed, the Noteholders must have
accepted the Plan. If the Plan is confirmed, subject to the satisfaction of the
conditions set forth below, the Plan will be consummated and distributions will
be made on the Effective Date, except as provided in the Plan. The Corporation
shall file a notice of the Effective Date within three (3) days after its
occurrence, which shall be served upon parties in interest.

         The Plan provides that the following conditions must occur and be
satisfied on or before the Effective Date for the Plan to be effective on the
Effective Date:

         1.   Entry of Confirmation Order. The Confirmation Order, in form and
              substance acceptable to the Debtors, shall have been signed by the
              Bankruptcy Court and duly entered and have become a Final Order;

         2.   Regulatory Approvals. The NJCCC shall have issued any necessary
              approvals of the Plan;

         -03- Timeliness. The Effective Date must occur on or before August 1,
              2001 unless such date is extended by the Debtors.

         The Debtors believe that each of these conditions can or will be
satisfied or otherwise waived in accordance with the terms of the Plan. The
occurrence of such satisfaction or waiver is, however,


<PAGE>

dependent upon a variety of facts and circumstances, some of which are beyond
the control of the Debtors. Thus, there can be no assurance that such conditions
will be satisfied, or if not so satisfied, will be waived as provided by the
Plan.

         In addition, section 1129 of the Bankruptcy Code contains a list of
requirements that must be met before a plan may be confirmed. The Debtors
believe that each of these requirements can and will be satisfied.

                               CREDITORS COMMITTEE

         Pursuant to Section 1102(a) of the Bankruptcy Code, following the
commencement of a Chapter 11 case, the United States Trustee may appoint a
committee of creditors holding unsecured claims against the Chapter 11 debtor,
and may appoint additional committees of creditors or of equity security holders
as deemed appropriate to assure the adequate representation of holders of claims
and interests in the Chapter 11 case.

         Ordinarily, the statutory committee of creditors appointed by the
United States Trustee will consist of those Persons willing to serve that hold
the seven largest unsecured claims against the Chapter 11 debtor of the kinds of
claims represented on the committee. However, Section 1102(b) of the Bankruptcy
Code permits the United States Trustee to appoint, as the statutory committee,
the members of a committee organized by creditors of the debtor prior to the
commencement of the Chapter 11 Case if such committee was fairly chosen and is
representative of the different kinds of claims to be represented in the case.

         An official committee of unsecured creditors was appointed in the
chapter 11 cases of the Claridge Debtors and has selected the law firm of Cooper
Perskie April Niedelman Wagenheim & Lesion.

         On May 12, 2000, the U.S. Trustee appointed an Official Committee of
Secured Noteholders in all 3 Chapter 11 cases which selected the law firm of Fox
Rothschild O'Brien & Frankel LLP as its counsel.

                        ALTERNATIVES TO CONFIRMATION AND
                            CONSUMMATION OF THE PLAN

         If the Plan is not confirmed by the Bankruptcy Court and consummated,
the alternatives to the Plan include (a) an alternative plan of reorganization,
(b) liquidation of the Debtors under Chapter 11 and (c) liquidation of the
Debtors under Chapter 7.

Alternative Plan

         If the Plan is not confirmed, the Debtors could file a different plan
of reorganization. In addition, exclusivity has terminated and any other
party-in-interest can file a competing plan of reorganization. Such a plan might
involve either a reorganization and continuation of the Debtors' businesses or
an orderly liquidation of their assets. With respect to an alternative plan, the
Debtors have explored various other alternatives in connection with the
formulation and development of the Plan. The Debtors believe that the Plan, as
described herein, enables holders of Claims to realize the most value under the
circumstances.

         Any alternative plan would likely be less favorable to holders of
Claims because rejection of this Plan in favor of some theoretical alternative
method of reconciling the Claims and Interests of the various classes will
require, at the very least, an extensive and time-consuming negotiation process
and will not result in a better recovery for any class. It is not atypical for
bankruptcy cases involving substantial entities with multi-corporate and complex
financial structures, such as the Debtors, to continue for periods of years
before a plan of reorganization is consummated and payments are made.

         During any protracted reorganization, the Debtors would inevitably
incur substantial administrative expenses and costs pursuant to the operation of
their businesses under Chapter 11. In addition to the


<PAGE>

financial drain resulting from such costs, the Debtors' unique business and
financial position render the Debtors especially vulnerable to a wide variety of
adverse consequences directly related to such a proceeding.

         First, the New Jersey casino industry is closely regulated. CPPI
currently holds a license from the NJCCC to operate the Claridge. CPPI regularly
must appear before the NJCCC to qualify for the renewal of its casino license.
Such qualification includes showings of good character and financial stability
and responsibility. The rejection of the Plan and an extended reorganization
proceeding may well have a negative effect on the NJCCC's review of CPPI's
future license renewal applications. Moreover, although CPPI reapplied for a
four-year casino license for the period commencing September 30, 1999, the
filing of the voluntary petition under Chapter 11 on August 16, 1999 prompted
CPPI to amend its petition to request that the NJCCC renew CPPI's casino license
only for a period of one year. In response thereto the NJCCC granted CPPI's
request for a one-year license and subsequent thereto granted a second one-year
license. In addition, the casino license renewal contains certain financial
reporting conditions and requirements consistent with the manner in which the
NJCCC has relicensed other casino licensees who have filed voluntary petitions
under Chapter 11 in the past. The NJCCC may reopen the licensing hearings at any
time on its own motion, and must do so if requested to do so by the enforcement
division.

         Second, casino and hotel businesses are part of a service-oriented
industry, in which the appearance of unreliability or instability can
drastically disadvantage a company. An extended bankruptcy case will create the
impression that the Claridge cannot continue the normal operations of its casino
and hotel operations, which may cause key employees, customers, entertainers,
vendors and promoters to turn to other casinos. Competition among casinos in
Atlantic City is already keen and can only be expected to increase
significantly. In recent years, several major casinos in Atlantic City have
significantly expanded. Moreover, Atlantic City casinos and hotels suffer from a
chronic shortage of labor which also will only worsen with the opening of the
aforementioned expansions and new casino-hotel facilities. Consequently, the
adverse publicity and negative image generated by continuation of the bankruptcy
proceeding may well undercut the Debtors' present competitive position in
Atlantic City and preclude their efforts to revitalize their gaming operations.

         As discussed supra, the Debtors, the Noteholder Committee and their
retained professionals engaged in an extensive and comprehensive solicitation
effort in September, October and November, 2000 to locate potential purchasers
of the Debtors' stock. U.S. Bancorp Libra, the financial advisors retained by
the Noteholder Committee prepared solicitation materials which were sent to all
likely interested parties.

         Following an extensive review period, it was concluded that the Park
Place Purchase Agreement was superior to any other offers submitted. The board
of directors of the Corporation met and reviewed the Park Place Purchase
Agreement and, after due deliberation, authorized the Claridge Debtors to file
their Plan and proceed in the Bankruptcy Court to seek approval of the Park
Place Purchase Agreement.

Liquidation Under Chapter 7

         If no plan of reorganization can be confirmed, the Debtors' Chapter 11
cases may be converted to cases under Chapter 7 of the Bankruptcy Code, pursuant
to which a trustee in bankruptcy would be elected or appointed to liquidate the
assets of the Debtors for distribution to Creditors and Interest holders in
accordance with the priorities established by the Bankruptcy Code. A discussion
of the effects that a Chapter 7 liquidation would have on the recovery of
holders of Claims and Interests is set forth under "Acceptance And Confirmation
Of The Plan -- Best Interests Test." As discussed therein, the Debtors believe
that confirmation of the Plan will provide each holder of a Claim entitled to
receive a distribution under the Plan with a recovery that is not less (and is
expected to be substantially more) than it would receive pursuant to liquidation
of the Debtors under Chapter 7. Although preferable to a Chapter 7 liquidation,
the Claridge Debtors believe that any alternate liquidation under Chapter 11 is
much less attractive to holders of Claims than the Plan because of the greater
recovery provided for by the Plan.


<PAGE>

         The Debtors believe that a liquidation under Chapter 7 would result in
substantially reduced recovery of funds by the Debtors' estates because of (i)
an enormous loss of value resulting from the possible revocation of CPPI's
gaming license and, consequently, the potential for the sale of its assets as
non-gaming properties, (ii) a significant loss of value resulting from the
possible appointment by the NJCCC of a conservator who would be authorized to
operate the Claridge and could be authorized to sell the Claridge if CPPI's
gaming license is revoked, and the additional administrative expenses and fees
that would be incurred by the conservator and other professionals employed by
him, (iii) additional administrative expenses involved in the appointment of a
trustee in bankruptcy for each of the Debtors and attorneys and other
professionals to assist such trustees and (iv) additional expenses and claims,
some of which would be entitled to priority, which would be generated during the
liquidation and from the rejection of leases and other executory contracts in
connection with a cessation of the Debtors' operations.

                       SELECTED HISTORICAL FINANCIAL DATA

         The following table presents selected historical consolidated financial
data of the Claridge Debtors for the fiscal years 1997 through 1999 and for the
nine month periods ended September 30, 1999 and 2000. The following data should
be read in conjunction with the consolidated financial statements of the
Claridge Debtors and the notes thereto included as Appendix B to this Disclosure
Statement. The financial data for the nine month periods is derived from
unaudited consolidated financial statements which, in the opinion of management
of the Claridge Debtors, contain all adjustments necessary for a fair
presentation of this information. The result of operations for the nine (9)
months ended September 30, 2000 and 1999 are not necessarily indicative of the
operating results to be expected for the full year. Historically, the gaming
industry in Atlantic City, New Jersey has been seasonal in nature with peak
demand months occurring during the summer season.





<PAGE>
<TABLE>
<CAPTION>
                                                                                Nine Months
                                     Years Ended December 31,                Ended September 30,
                                    -------------------------     ----------------------------------------
                                       1999          1998           1997           2000             1999
                                    -------------------------     ----------------------------------------
<S>                                 <C>           <C>            <C>            <C>              <C>
Income Statement Data

Net revenues                         $188,500      $191,000       $192,753       $127,210         $126,449

Income (loss) before
   reorganization items                   531        (9,451)        (5,979)         6,980            1,771

Reorganization items (a)              (38,721)          -0-            -0-         (3,015)            (797)

Net loss (b)                          (38,190)       (9,415)        (5,979)         3,965              974

Net loss per share                      (7.54)        (1.89)         (1.20)           .78              .19

Balance Sheet Data at Period End

Total assets                          102,522       131,776        150,380        110,514          141,226

Current assets                         28,232        18,403         37,096         35,606           28,655

Current liabilities (c)                17,280        42,088         41,234         20,461           16,489

Liabilities subject
   to compromise                      145,259           -0-            -0-        146,097          144,885

Long-term debt, net of
   current installments                     1        85,170         85,023            -0-                3

Stockholders'
  (deficiency) equity                 (63,418)      (25,228)       (15,813)       (59,453)         (24,254)
</TABLE>

         (a) Reorganization items for the year ended December 31, 1999 include a
provision for the impairment of the Expandable Wraparound Mortgage of
$37,595,000 as a result of the bankruptcy filing on August 16, 1999.

         (b) Due to the bankruptcy filing on August 16, 1999, $48,000 and
$6,724,000, respectively, of the $8,959,000 and $8,112,000, respectively, of
contractual interest was recorded as expense for the nine months ended September
30, 2000 and 1999. Contractual interest for the year ended December 31, 1999 was
$10,936,000, of which $6,767,000 was recorded.

         (c) Current liabilities at December 31, 1999 and September 30, 2000 and
1999 are those believed to be not subject to compromise.



<PAGE>

CERTAIN INFORMATION CONCERNING THE DEBTORS

General

         The Corporation was formed as a New York corporation on August 26,
1983, and qualified to engage in business in New Jersey as a foreign corporation
in September 1983. CPPI was formed as a New Jersey corporation on August 29,
1983. Both companies maintain their executive and administrative offices at
Indiana Avenue and the Boardwalk, Atlantic City, New Jersey 08401. ACBA was
formed as a New Jersey limited partnership on October 31, 1983. ACBA's executive
and administrative offices are located at c/o AC Boardwalk Partners, Inc., 2880
West Meade Avenue, Suite 204, Las Vegas, NV 89102.

The Claridge

         The Claridge, located in the Boardwalk casino section of Atlantic City,
New Jersey, is a 26-story building that contains the Claridge Debtors' casino
and hotel facilities. Built in 1929 as a hotel, the Claridge was remodeled at a
cost of approximately $138 million prior to its reopening as a casino hotel in
1981. The expansion improvements, which were completed in 1986 at a cost of
approximately $20 million, provided approximately 10,000 additional square feet
of casino space, together with a 3,600 square foot lounge. In 1994,
approximately $12.7 million was expended to expand the Claridge's casino square
footage by approximately 12,000 feet.

         The Claridge's casino consists of approximately 59,000 square feet of
casino space on three main levels with various adjacent mezzanine levels. The
casino currently contains approximately 1,752 slot machines and 64 table games,
including 36 blackjack tables, eight craps tables, five roulette tables, three
Caribbean stud poker tables, two mini-baccarat tables, two baccarat tables and
eight other specialty games. The hotel with related amenities consists of 502
guest rooms, numerous restaurants and lounges, a private players club, a
600-seat theater, meeting rooms, a gift shop, a beauty salon, and a health club
with an indoor swimming pool. In 1996, CPPI completed construction of a
self-parking garage facility, connected to its existing valet garage. The
combined valet and self-parking garage provide space for approximately 1,200
vehicles.

         CPPI experiences a seasonal fluctuation in demand, which is typical of
casino-hotel operations in Atlantic City. Historically, peak demand has occurred
during the summer season. CPPI's principal market is the Mid-Atlantic area of
the United States. Casino gaming in Atlantic City is highly competitive and is
strictly regulated under the NJCCA and regulations thereunder which affect
virtually all aspects of casino operations. See "-- Gaming Regulation and
Licensing".

Business Strategy

         The Claridge Debtors have positioned the Claridge as the "Smaller,
Friendlier" alternative to the other Atlantic City casinos. This strategy,
implemented in 1989, is designed to capitalize on the Claridge's unique physical
facility, which the Claridge Debtors believe retains an atmosphere of a grand
hotel, and on the Claridge's smaller, more intimate size relative to the larger
Atlantic City casinos. By emphasizing an environment that is intimate, friendly
and service-oriented, the Claridge targets a market niche different from that of
a majority of its competitors. The Claridge Debtors seek to attract and retain a
customer base whose wagering spans the same market segments serviced by other
casino hotels, but stops in the middle, leaving the high end business to its
competitors. The Claridge Debtors believe it is uneconomical to pursue the high
end market as its core business because of the high maintenance cost and
potential volatility in hold percentages. The typical Claridge patron has a
lesser need for credit as well as a lower average complimentary cost. The
majority of the Claridge's casino revenue is generated by slot machine play, the


<PAGE>

fastest growing segment of gaming play, but the Claridge Debtors have taken
steps to increase table gaming play.

         The key elements of the marketing plan include the use of
complimentaries, promotional activities, entertainment events, player
development hosts, a bus program, and the use of commissioned agents to attract
groups from outside the Claridge Debtors' traditional market areas. The Claridge
Debtors also operate a direct marketing program to attract and retain customers.
Because of the expanded facilities and amenities now offered at the Claridge,
the "Because Smaller is Friendlier" positioning statement was changed to
"Smaller, Friendlier and So Much More." This position retains the equity in the
intimacy seeking patron, but extends it to communicate that the Claridge now has
a facility capable of comfortably servicing a larger customer base and offering
the same amenities and entertainment found at larger Atlantic City casino
hotels.

Competition

         Competition in the Atlantic City casino-hotel market is intense. As of
December 31, 1999, the twelve existing casino facilities offered approximately
1,171,000 square feet of gaming space, a 3.3% decrease from the approximately
1,212,000 square feet of gaming space available as of December 31, 1998. The
decrease resulted from the closing of the Trump World's Fair Casino in Fall
1999.

         Consolidation of ownership in the casino industry has been evident in
recent years in Las Vegas and Atlantic City. The most recent example in Atlantic
City was the purchase of the Caesars World Incorporated by Park Place
Entertainment Corporation, which also owns and operates Bally's Park Place
Casino in Atlantic City and the Atlantic City Hilton. Currently, the twelve
Atlantic City casinos are owned and operated by seven companies, with Park Place
Entertainment Corporation owning three, Trump Hotels and Casinos owning three,
and Harrahs Entertainment, Incorporated owning two. These ownership structures
allow for the casinos under common ownership to reduce overhead costs by
consolidating certain administrative functions, thus increasing their
profitability even during periods of minimal revenue growth.

         The Atlantic City gaming market is not expected to experience
significant growth over the next several years, until Atlantic City transforms
itself from a "day-trip" market to a "destination resort." As a result of
current high room occupancy rates, a more favorable regulatory climate, the
reduced threat of competition from potential new gaming jurisdictions, and
significant infrastructure developments making Atlantic City more accessible,
over $4.6 billion of new investment has been announced or recently completed in
the Atlantic City gaming market. Las Vegas casino operators have announced plans
for two new casino hotels to operate in Atlantic City in the next several years.

         In addition to the major casino expansions and the announced new
casinos, major infrastructure improvements have begun. A new $268 million
convention center, which was completed in May 1997, contains approximately
500,000 square feet of exhibition space, 45 meeting rooms, food service
facilities and a 1,600-car underground parking garage. The new convention center
is the largest exhibition space between Boston and Atlanta. A 500-room
non-casino hotel, which is linked to the new convention center by an elevated
walkway, opened in November 1997. The development of the corridor which links
the convention center to the boardwalk area is complete, and features a wide,
landscaped boulevard with a reflecting pool, an expanded park area, and a
60-foot lighthouse which is illuminated each night by a light show. In February
1997, construction of the new $7.5 million bus terminal, which is a major
component of this corridor, was completed. The State of New Jersey is also
implementing a capital plan of approximately $125 million to upgrade and expand
the Atlantic City International Airport. Construction of a $300 million tunnel,
which will provide access from the Atlantic City Expressway to the marina casino
district, began in late 1998.


<PAGE>

         The Atlantic City business is seasonal, with the highest level of
activity occurring during the summer months, and the lowest level of activity
during the winter months. The primary markets for Atlantic City casino patrons
are Philadelphia, New Jersey and New York City, together with the secondary
markets of central Pennsylvania, Delaware, Baltimore and Washington, D.C.
Casinos offer incentives, in the form of cash and complimentaries for rooms,
food and beverages, to their customers based on their casino play. In recent
years, competition for, and as a result, incentives offered to, customers has
increased significantly. Many Atlantic City casino patrons arrive by bus and
stay for approximately six hours. Competitive factors in Atlantic City require
the payment of cash incentives and coupons for use towards the price of meals to
patrons arriving under bus programs sponsored by the casino operators.

         Competition in Atlantic City also extends to the employment market. The
NJCCC has promulgated regulations which require staffing levels at Atlantic City
casinos that are higher than those for casino-hotels in Nevada. In addition, all
of CPPI's casino employees must be licensed. Partly as a result of the licensing
requirements, there has been intense competition for experienced casino
employees in Atlantic City. Difficulties in hiring personnel licensed by the
NJCCC have elevated labor costs, and licensed personnel frequently leave their
current positions for higher paying jobs in other casinos. In addition, the
expansion of casino gaming into other jurisdictions has increased the
competition for experienced casino management personnel.

         There is also significant competition outside of New Jersey. Since
1988, legal gambling operations have started in Connecticut, Delaware and other
states.

Gaming Regulation and Licensing

         General

         The NJCCA requires that all casino operations be licensed by the NJCCC
and that all employees, major stockholders and other persons or entities
financially interested in the casino operation be either licensed or approved by
the NJCCC. Casino gaming is strictly regulated in Atlantic City under the NJCCA
and the rules and regulations of the NJCCC, which affect virtually all aspects
of the operations of the Claridge. The laws, rules and regulations affecting
Atlantic City gaming operations concern primarily the financial stability,
integrity and character of casino operators, their employees, their security
holders and others financially interested in casino operations; the nature of
the casino/hotel facilities; the operation methods (including rules of games and
credit granting procedures); and financial and accounting practices used in
connection with casino operations. A number of these regulations require
practices that are different from those in many casinos in Nevada and elsewhere,
and some of these regulations result in casino operating costs greater than
those in comparable facilities in Nevada and elsewhere.

         The NJCCC will grant a plenary license after it determines that the
operation of a casino conforms to the requirements of the NJCCA and applicable
regulations. A license is not transferable and may be revoked or suspended under
certain circumstances by the NJCCC.

         Licensing Status

         The NJCCC issues casino licenses that are renewable every four years,
subject to a series of requirements including a requirement of demonstrating
financial viability. On September 22, 1995, CPPI was issued a four-year casino
license by the NJCCC for the period commencing September 30, 1995. Although CPPI
reapplied for a four-year casino license for the period commencing September 30,
1999, the filing of the voluntary petition under Chapter 11 on August 16, 1999
prompted CPPI to amend its petition to request that the NJCCC renew CPPI's
license for only one-year. In response to that request, the NJCCC


<PAGE>

granted CPPI's request for a one-year license and then subsequently granted an
additional one year license. In addition, the casino license renewal contains
certain financial reporting conditions and requirements consistent with the
manner in which the NJCCC has relicensed other casino licensees that have filed
voluntary petitions under Chapter 11 in the past. The NJCCC may reopen the
licensing hearings at any time on its own motion, and must do so if so requested
by its enforcement division. The Debtors believe that Park Place will receive
the necessary licenses to operate the Park Place Property.

         Investigations and Disqualification

         The NJCCC may find any holder of any amount of securities of the
Corporation not qualified to own securities of the Corporation. Further, as
required by New Jersey, the charter and the by-laws of the Corporation provide
that securities of the Corporation are held subject to the condition that if a
holder is found to be disqualified by the NJCCC, the holder must dispose of the
securities of the Corporation. The charter and by-laws of CPPI vest the NJCCC
with the right of prior approval with regard to the transfer of securities,
shares and other interests in the casino licensee. The Corporation will
periodically report the names and addresses of owners of record of New Common
Stock and New Notes to the NJCCC as is required for all publicly traded holding
companies that have wholly-owned subsidiaries holding casino licenses.

Employees

         As of December 31, 2000, CPPI employed approximately 2,100 persons, of
whom approximately 800 are represented by labor unions. Approximately 650 of the
800 are represented by the Hotel, Restaurant Employees and Bartender
International Union, AFL-CIO, Local 54. In September 1999, the Claridge Debtors'
collective bargaining agreement covering the employees represented by Local 54
was renewed, together with the collective bargaining agreements of all Atlantic
City casinos with respect to Local 54, for a period of 4 years.

         The management of the Claridge Debtors believe that its employee
relations are generally satisfactory. All of the employees represented by labor
unions are covered by collective bargaining agreements which prohibit work
stoppages during their terms.

         Under the Plan, Park Place has agreed to assume all employee benefit
plan, of the Claridge Debtors' employees and the transition to Park Place as
owner and employer should be seamless as far as it concerns CPPI's existing
employees.

Properties

         The Claridge was constructed in 1929 at the northeastern end of Absecon
Island, on which Atlantic City is located. After remodeling, modernization and
expansion at a cost of approximately $138 million, the Claridge opened as a
casino-hotel in July 1981. Located in the Boardwalk Casino section of Atlantic
City on Brighton Park, approximately 550 feet north of the Boardwalk, the
Claridge occupies three parcels of property.

         The casino-hotel, situated on the main parcel (41,408 square feet with
138 feet fronting the park and 300 feet deep), is a concrete steel frame
structure, 26 stories high at its highest point. The valet-parking garage,
situated on an adjacent parcel of land (21,840 square feet) west of the
casino-hotel site, is an eight-level reinforced concrete ramp structure, built
in 1981. Including the bus drive-through area, a bus patron waiting room and an
electrical room, it totals an area of 197,100 square feet and provides parking
for approximately 475 vehicles. In 1996, CPPI completed a self-parking garage,
located on a parcel of land


<PAGE>

(29,120 square feet) connected to the existing valet-parking garage. The
combined garage facility will provide parking for approximately 1,200 vehicles.
The Administrative Office Building, situated on an adjacent parcel of land
(7,766 square feet), is a two-story reinforced concrete and brick structure with
a flat roof. Constructed about 50 years ago, its interior has been modernized.
By order dated April 5, 2000, the Bankruptcy Court authorized the sale of the
Administrative Office Building to GBHC. The building was utilized as an
administration facility, and totals an area of 14,020 square feet. All of the
existing facilities, other than the self-parking garage, are owned by ACBA and
are leased to CPPI under the Operating Lease and the Expansion Operating Lease.
The self-parking garage and the property on which it is located are owned by
CPPI.

Legal Proceedings

         On July 10, 1996, ten days after its opening, a fatal accident occurred
at CPPI's self-parking garage, in which the vehicle of two patrons breached a
cable restraint system, permitting their vehicle to drive through the side wall
of the self-parking garage. The vehicle fell four stories to the sidewalk and
street below killing both occupants. As a result, CPPI's self-parking garage was
closed until the end of September 1996, while various investigations sought to
determined the cause of the accident. At the same time, CPPI determined to
remove the exterior wall cable restraint system and replace it with a rigid
I-beam barrier system.

         CPPI retained the law firm of Zelle and Larson LLP of Minneapolis,
Minnesota to assist in the recovery of certain expenses incurred in reopening
the self-parking garage and potential lost profit claims. On July 22, 1997, CPPI
filed a Complaint and Demand for Arbitration in the amount of $10 million
against the general contractor and the architect for the garage, alleging
negligence, breach of warranty and breach of contract in the design and
construction of the garage. In February 1999, the Corporation and CPPI entered
into a settlement agreement of approximately $2.3 million in the arbitration
proceedings.

         A wrongful death action was commenced by the estates of the two patrons
who died in the July 1996 accident in the self-parking garage. CPPI is fully
insured and indemnified for any financial liability that may result due to
either an award to or a negotiated settlement with the plaintiffs in this
action.

         During 1995, the Corporation received notice from the Internal Revenue
Service ("IRS") asserting deficiencies in Federal corporate income taxes for the
Corporation's 1990 and 1991 taxable years. Many of the proposed adjustments to
the Corporation's consolidated tax returns have been settled with no adverse
impact to the Corporation's consolidated financial statements. There is a
remaining IRS asserted deficiency for the 1990 and 1991 taxable years. In
October 1996, the IRS sent the Corporation a statutory notice of deficiency for
the Corporation's 1990 and 1991 taxable years. In January 1997, the Corporation
filed a petition with the United States Tax Court (the "Court") requesting a
redetermination of the asserted deficiency. In January 1999, the Corporation
reached a settlement agreement with the IRS District Counsel, which was
submitted to the Court on January 25, 1999. On March 4, 1999, the Court
confirmed this settlement. This settlement agreement does not have a material
impact on the Corporation's consolidated financial statements.

         The Corporation and its subsidiaries are not parties to any other
material litigation other than ordinary routine litigation which is incidental
to its business.

Executive Officers and Directors

         The following table sets forth certain information with respect to the
current executive officers and Directors of the Corporation. Under the Plan, on
the Effective Date, those individuals will resign. The


<PAGE>

First Mortgage Liquidating Trustee will name the new board of directors of
Corporation. No promises have been made to any of the existing Directors of the
Corporation or its officers as to whether their relationship with the First
Mortgage Liquidating Trust will retain any of these individuals to assist in the
wind-down of the Claridge Debtors, although it is expected that the First
Mortgage Liquidating Trustee will do so for cost and efficiency reasons.
Similarly, the General Liquidating Trustee may retain one or more former
officers of the Claridge Debtors to assist in the administration of the General
Liquidating Trust. The Directors of the Corporation shall appoint the Directors
of CPPI. Officers serve at the discretion of the Board.


Name                        Office                                  Age
----                        ------                                  ---

James M. Montgomery         Chairman, Director                       61
David W. Brenner            Director                                 64
Shannon L. Bybee            Director                                 62
A. Bruce Crawley            Director                                 54
Ned P. DeWitt               Director                                 61
Mark H. Sayers              Director                                 51
Robert M. Renneisen         Director                                 54
Frank A. Bellis, Jr.        Chief Executive Officer, Director        47
Jean I. Abbott              Executive Vice President                 45
Albert T. Britton           Executive Vice President                 44
Glenn S. Lillie             Vice President                           52



         Business Experience

         Mr. Montgomery has served as a member of the Board of the Corporation
since March 1995 and as the Chairman of the Board since November 1999. Since
1978, he has served as President of Houze, Shourds, and Montgomery, Inc., a
management consulting firm located in Long Beach, California. Prior to 1978, Mr.
Montgomery held various managerial positions with Rohr Industries, Inc. and
Rockwell International.

         Mr. Brenner has served as a member of the Board of Directors of the
Corporation since February 1991, and was Chairman of the Board of Directors from
August 1993 to June 1998. He served as President of the Philadelphia Sports
Congress from January 1987 through June 1994. Mr. Brenner served as Chairman of
the Hospital and Higher Education Facilities Authority of Philadelphia from
January 1986 to June 1992, as Director of Commerce of the City of Philadelphia
from January 1984 to September 1986, and as Director of Finance from April 1991
through December 1991. He was with the accounting firm of Arthur Young & Company
from 1957 to September 1983. He was managing partner of the Philadelphia office
of Arthur Young from November 1969 until March 1980.

         Mr. Bybee has served as a member of the Board of the Corporation since
July 1988. He currently is Associate Professor for Gaming Management, Law &
Regulation, at University of Nevada Las Vegas. From July 1993 to August 1994 Mr.
Bybee served as President and Chief Operating Officer for United Gaming, Inc.
Mr. Bybee was the Corporation's Chairman of the Board from November 1988 to July
1993, and from August 1988 to October 1988. In June 1989, Mr. Bybee was
appointed to serve as the Chief Executive Officer of the Corporation and New
CPPI, a position he held through July 1993. From 1983 to 1987, he was Senior
Vice President of Golden Nugget, Incorporated which operated the Golden Nugget
Casino Hotel in Atlantic City. From 1981 to 1983, Mr. Bybee was President of
GNAC Corporation, which operated the Golden Nugget Casino Hotel in Atlantic
City.


<PAGE>

         Mr. Crawley has served as a member of the Board of the Corporation
since February 1995. He currently serves as President and Director of Public
Relations and Marketing Services for Crawley, Haskins & Rodgers, a Philadelphia
based public relations and advertising firm. Prior to establishing his own firm
in May 1989, Mr. Crawley was employed at First Pennsylvania Bank and First
Pennsylvania Corporation, where he served as Senior Vice President and Director
of Public and Investor Relations. He also served, from 1976 to 1979, as Vice
President and Director of Advertising for First Pennsylvania Bank and First
Pennsylvania Corporation.

         Mr. DeWitt has served as a member of the Board of the Corporation since
May 1995. From August 2000, Mr. DeWitt was President of Crave Entertainment
Corp. Prior to that time, Mr. DeWitt was Chairman and Chief Executive Officer of
U'Race Corporation. Mr. DeWitt has served as President, Chief Executive Officer,
and a member of the Board of Directors of LBE Technologies, Incorporated, in
Saratoga, California, since November 1994. From November 1993 to August 1994, he
served as President of SEGA Enterprises, (USA) in Redwood City, California. Mr.
DeWitt also served as President of the Entertainment Group of Madison Square
Garden from July 1990 to August 1991, and as President of Source Service Group
of Irving, Texas, from December 1986 to April 1989. He also served, from 1973
through 1982, as President and Chief Executive Officer of Six Flags Corporation.

         Mr. Renneisen has served as a member of the Board of the Corporation
since June, 1991. He served as President of the Corporation from June 1992 until
November, 1999 and as Chief Executive Officer of the Corporation and CPPI from
July 1993 until November 1999. He was Vice Chairman of CPPI from June 1994 until
June 1998. Mr. Renneisen was Executive Vice President of the Corporation from
June 1991 to June 1992. He has served as President of CPPI from January 1991 to
January 1996. He was Chief Operating Officer of CPPI from January 1991 to July
1993. Mr. Renneisen was Executive Vice President of CPPI, responsible for
marketing and later casino operations, from February 1988 to January 1991. Prior
to joining CPPI, Mr. Renneisen served from January 1987 to December 1987 as Vice
President of Marketing of Treasure Island Hotel and Casino in St. Maarten. From
June 1986 to May 1987, he served as President of Renneisen, Kincade &
Associates, Inc. of Las Vegas, Nevada, a marketing consulting firm. He was
Senior Vice President of Marketing of the Tropicana Hotel and Casino in Atlantic
City from May 1982 to August 1984.

         Mr. Sayers has served as a member of the Board of the Corporation since
February 1990. Mr. Sayers has served as Vice President of EMES Management
Corporation, a real estate management and development company, of New York, New
York, since February 1976.

         Mr. Bellis has served as Chief Executive Officer and Director of the
Corporation since November 1999. He has served as Senior Vice President, General
Counsel and Secretary to the Corporation from February 1994 until November 1999.
He also has served as Senior Vice President and General Counsel of CPPI since
February 1994, as Vice President and General Counsel of CPPI from September 1992
to February 1994, and as Secretary of CPPI since August 1993. Previously, from
May 1985 to August 1992, Mr. Bellis was Corporate Counsel and Secretary to
Inductotherm Industries, Inc., Rancocas, New Jersey. During 1984 and 1985, Mr.
Bellis was Associate General Counsel for CPPI. Prior to joining CPPI, he was a
Deputy Attorney General in the New Jersey Division of Criminal Justice in the
State Attorney General's office.

         Ms. Abbott has served as Executive Vice President of the Corporation
since June, 1996 and as Executive Vice President of Finance and Corporate
Development of CPPI since September 1997. Ms. Abbot has served as Secretary to
the Corporation since November, 1999. From September 1996 to August 1997, she
served as Executive Vice President of Operations, and from July 1995 to August
1996, she was Executive Vice President of Marketing and Casino Operations. Ms.
Abbott served as a member of the Board of the Corporation from August 1989 to
June 1994, and served as a consultant to the Corporation until March 26, 1994,
at which time she became a Vice President of CPPI. From October 1992 to July


<PAGE>

1993, Ms. Abbott was Finance Director for the United Way of Atlantic County. She
was Assistant Professor at Stockton State College from September 1989 to June
1991. She served as Senior Vice President, Treasurer of the Corporation and
Senior Vice President, Controller of CPPI from May 1987 to September 1989. She
was Vice President, Controller of CPPI from October 1985 to May 1987 and
Director of Finance of CPPI from April 1984 to October 1985. From October 1980
through April 1984, Ms. Abbott held various executive positions with CPPI and
its corporate predecessor.

         Mr. Britton has served as Executive Vice President of the Corporation
since June 1994 and as President and Chief Operating Officer of CPPI since
January 1996. He served as Executive Vice President and General Manager of CPPI
from February 1994 through July 1995, and as Executive Vice President from
August 1995 through December 1995. He served as a Vice President of the
Corporation from June 1992 to June 1994, and as Executive Vice President of
Operations of CPPI from December 1992 to February 1994. He was Senior Vice
President of Operations of CPPI from December 1991 to December 1992, and Vice
President of Casino Operations from June 1990 to November 1991. From July 1981
through June 1990, Mr. Britton has held various positions in both accounting and
casino operations with CPPI and its corporate predecessor.

         Mr. Lillie has served as Vice President of the Corporation from June
1992 and as Vice President of Marketing Communications of CPPI since December
1995. He served as Vice President of Public Affairs of CPPI from February 1990
to December 1995. He was Vice President of Marketing Communications of CPPI from
April 1985 to February 1990, Director of Public Relations from March 1982 to
January 1983, and Training Manager from November 1980 to February 1982. From
February 1983 to April 1985, Mr. Lillie was employed as the Director of Public
Relations of the Tropicana Hotel and Casino in Atlantic City.

                     CERTAIN FEDERAL INCOME TAX CONSEQUENCES

         THE FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES OF THE PLAN ARE
COMPLEX AND, IN MANY RESPECTS, UNCERTAIN. DUE TO THE UNCERTAINTIES REGARDING
POSSIBLE TAX CONSEQUENCES OF THE PLAN, ALL CREDITORS AND HOLDERS OF FIRST
MORTGAGE NOTE CLAIMS, CLAIMS IN RESPECT OF CONTINGENT PAYMENT, OR CONTINGENT
PAYMENT RIGHTS, AND INTERESTS IN THE CORPORATION OR ACBA ARE STRONGLY URGED TO
CONSULT WITH THEIR OWN TAX ADVISORS REGARDING THE TAX CONSEQUENCES OF THE PLAN
THAT ARE RELEVANT TO THEIR PARTICULAR CIRCUMSTANCES.

                 FINANCIAL AND LEGAL ADVISORS; FEES AND EXPENSES

         The Claridge Debtors have engaged Clifford Chance Rogers & Wells LLP
and Archer & Greiner to act as counsel in connection with the Plan. ACBA has
engaged Lowenstein Sandler PC and Orloff, Lowenbach, Stifelman and Siegel, P.A.
to act as counsel in connection with the Plan. For their services in connection
with the Plan, Clifford Chance Rogers & Wells LLP, Archer & Greiner, Lowenstein
Sandler PC and Orloff, Lowenbach, Stifelman and Siegel, P.A. will receive
customary hourly fees and will be reimbursed for all reasonable out-of-pocket
expenses. KPMG LLP, the Claridge Debtors' regular outside accountants, have
provided services in connection with the Plan for which KPMG will receive
customary hourly fees and reimbursement of all reasonable out-of-pocket
expenses. The Claridge Debtors have engaged Jay Alix & Associates to act as the
Claridge Debtors' financial advisor in connection with the Plan.



<PAGE>

                           CONCLUSION; RECOMMENDATION

         The Debtors believe that confirmation of the Plan is desirable and in
the best interests of all Creditors. The Debtors therefore urge you to vote to
accept the Plan.

Dated:  March 12, 2001

                                     THE CLARIDGE HOTEL AND CASINO
                                     CORPORATION

                                     By: /s/ Frank A. Bellis, Jr.
                                         ----------------------------
                                         Frank A. Bellis, Jr.
                                         President and Chief Executive Officer

                                     THE CLARIDGE AT PARK PLACE,
                                     INCORPORATED

                                     By: /s/ Frank A. Bellis, Jr.
                                         ----------------------------
                                         Frank A. Bellis, Jr.
                                         Chief Executive Officer

                                     ATLANTIC CITY BOARDWALK
                                     ASSOCIATES, L.P.

                                     By: AC BOARDWALK PARTNERS, INC.
                                         its General Partner

                                     By: /s/ Anthony C. Atchley
                                         ----------------------------
                                         Anthony Atchley
                                         President