<PAGE>

                                                                    Exhibit 99.5

                      IN THE UNITED STATES BANKRUPTCY COURT
                          FOR THE DISTRICT OF DELAWARE

IN RE:                            (S)        Chapter 11
                                  (S)
GREATE BAY CASINO CORPORATION     (S)        Case No. 01-11729 (PJW)
PPI CORPORATION                   (S)        Case No. 01-11730 (PJW)
PCPI FUNDING CORP.                (S)        Case No. 01-11731 (PJW)
PPI FUNDING CORP.                 (S)        Case No. 01-11732 (PJW)
                                  (S)
         Debtors.                 (S)
                                  (S)        Jointly Administered Under
                                  (S)        Case No. 01-11729 (PJW)

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

             DEBTORS' FIRST AMENDED JOINT DISCLOSURE STATEMENT UNDER
           11 U.S.C. (S) 1125, DATED MARCH 20, 2002, IN SUPPORT OF THE
       DEBTORS' FIRST AMENDED JOINT CHAPTER 11 PLAN DATED MARCH 20, 2002

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

THIS DISCLOSURE STATEMENT (HEREIN SO CALLED) HAS BEEN PREPARED BY GREATE BAY
CASINO CORPORATION ("GBCC"), PPI CORPORATION ("PPI"), PCPI FUNDING CORP. ("PCPI
FUNDING"), AND PPI FUNDING CORP. ("PPI FUNDING") (COLLECTIVELY, THE "DEBTORS")
AND DESCRIBES THE TERMS AND PROVISIONS OF THE DEBTORS' FIRST AMENDED JOINT
CHAPTER 11 PLAN DATED MARCH 20, 2002 (THE "PLAN"). ANY CAPITALIZED TERM USED IN
THIS DISCLOSURE STATEMENT THAT IS NOT DEFINED HEREIN HAS THE MEANING ASCRIBED TO
THAT TERM IN THE PLAN.

THE DEBTORS URGE YOU TO ACCEPT THE PLAN. IN THE EVENT THE PLAN IS NOT CONFIRMED,
IT IS LIKELY THAT THE DEBTORS WILL BE FORCED TO LIQUIDATE THEIR ASSETS UNDER
CHAPTER 7 OF THE BANKRUPTCY CODE. IN A CHAPTER 7 LIQUIDATION, THE DEBTORS
BELIEVE UNSECURED CREDITORS WOULD RECEIVE FAR LESS THAN IS CONTEMPLATED BY THE
PLAN.

HAYNES AND BOONE, L.L.P.
Robert D. Albergotti, Esquire
Stacey Jernigan, Esquire
901 Main Street, Suite 3100
Dallas, Texas 75201-3714
Telephone: (214) 651-5000
Telecopy:  (214) 651-5940

KLEHR, HARRISON, HARVEY, BRANZBURG & ELLERS LLP
Steven K. Kortanek, Esquire
919 Market Street, Suite 1000
Wilmington, Delaware 19801-3062
Telephone: (302) 426-1189
CO-COUNSEL TO THE DEBTORS

<PAGE>

                                    TABLE OF CONTENTS

<TABLE>
<S>                                                                                                                  <C>
SUMMARY OF THE PLAN..............................................................................................      1
I.    INTRODUCTION...............................................................................................      3
         A.       Filing of the Debtors' Chapter 11 Bankruptcy Cases.............................................      3
         B.       Purpose of Disclosure Statement................................................................      3
         C.       Hearing on Confirmation of the Plan............................................................      5
         D.       Sources of Information.........................................................................      6
II.   EXPLANATION OF CHAPTER 11..................................................................................      6
         A.       Overview of Chapter 11.........................................................................      6
         B.       Plan of Reorganization.........................................................................      7
III.  VOTING PROCEDURES AND REQUIREMENTS FOR CONFIRMATION........................................................      8
         A.       Voting Claims..................................................................................      8
         B.       Return of Ballots..............................................................................      9
              1.  Voting Record Date (a.k.a. the Record Date--Balloting )........................................     10
              2.  Deadline for Submission of Ballots.............................................................     10
         C.       Confirmation of Plan...........................................................................     10
              1.  Solicitation of Acceptances....................................................................     10
              2.  Requirements for Confirmation of the Plan......................................................     11
              3.  Acceptances Necessary to Confirm the Plan......................................................     13
              4.  Cramdown.......................................................................................     13
IV.   BACKGROUND OF THE DEBTORS..................................................................................     14
         A.       Nature of the Debtors' Business: Overview of Assets and Liabilities............................     14
         B.       Explanation of Claims Against the Debtors:  Origin of the Various
                  HWCC Claims Against the Debtors................................................................     18
              1.  The HWCC Claims against GBCC (aggregating $10,126,668.50)......................................     18
              2.  The HWCC Claim against PPI Funding ($49,219,370.05)............................................     20
              3.  HWCC as Current Holder of the Four GBCC Promissory Notes to
                  Hollywood and the Hollywood Zero-Coupon Note...................................................     24
              4.  Hollywood Casino Corporation as Former Ultimate Parent of the Debtors..........................     24
         C.       Recap: Assets and Liabilities of the Four Debtors as of Petition Date..........................     25
              1.  GBCC ..........................................................................................     25
              2.  PPI ...........................................................................................     26
              3.  PCPI Funding...................................................................................     26
              4.  PPI Funding....................................................................................     26
         D.       Board of Directors and Executive Officers of Debtors...........................................     27
         E.       Stock Ownership of GBCC Common Stock of Certain Beneficial
                  Owners and Management..........................................................................     28
              1.  Stock Ownership................................................................................     28
              2.  Issued Common Stock Ownership Table............................................................     31
         F.       Disputed LVSI Claim............................................................................     33
              1.  The Sands Trademark Licensing Agreement........................................................     33
              2.  The Debtors' Adversary Proceeding Against LVSI.................................................     34
              3.   Other Pleadings Filed by LVSI in These Cases..................................................     35
              4.   Treatment of LVSI's Disputed Claim............................................................     35
         G.       Existing and Potential Litigation/Proceedings..................................................     35
         H.       Preference and Other Avoidance Litigation......................................................     36
V.    EVENTS LEADING TO BANKRUPTCY...............................................................................     39
</TABLE>

                                        i

<PAGE>

<TABLE>
<S>                                                                                                                  <C>
         A.       Formal Marketing of ACSC.......................................................................     39
         B.       Selection of Proposal of ACSC Acquisitions, Inc. a Wholly Owned
                  Subsidiary of Bally Gaming, Inc., As Highest and Best Alternative..............................     40
VI.   POST-BANKRUPTCY OPERATIONS AND SIGNIFICANT EVENTS..........................................................     44
         A.       Post-Bankruptcy Operations.....................................................................     44
         B.       Significant Orders Entered During the Case.....................................................     44
         C.       Professionals' Fees and Expenses...............................................................     44
              1.  Professionals employed by the Debtors..........................................................     44
VII.  DESCRIPTION OF THE PLAN....................................................................................     45
         A.       Introduction...................................................................................     45
         B.       Designation of Claims and Interests............................................................     45
         C.       Interests......................................................................................     47
         D.       Identity of the Debtors' Creditors.............................................................     47
         E.       Treatment of Claims and Interests..............................................................     49
              1.  Treatment of Unclassified Claims...............................................................     49
                  (a)   Allowed Administrative Claims............................................................     49
                      (i)   General .............................................................................     49
                      (ii)   Bar Date for Administrative Claims..................................................     49
                      (iii)  Payment of Statutory Fees...........................................................     50
                      (iv)   Ordinary Course Liabilities.........................................................     50
                  (b)    Allowed Tax Claims......................................................................     50
              2.  Classification and Treatment of Classified Claims and Interests................................     51
                  (a)   Class 1 -HWCC's Claim against PPI Funding in respect of the
                        Hollywood Zero-Coupon Note from PPI Funding, in the total Allowed Amount of
                        $49,219,370.05...........................................................................     51
                  (b)   Class 2 -Intercompany Claims Against GBCC................................................     51
                  (c)   Class 3 -Intercompany Claims Against PCPI Funding........................................     51
                  (d)   Class 4 -Intercompany Claims Against PPI Funding.........................................     51
                  (e)   Class 5 -Unsecured Convenience Claims against any of GBCC,
                        PPI, PCPI Funding or PPI Funding (trade claims or other).................................     51
                  (f)   Class 6 - General Unsecured Claims Against any of GBCC, PPI, PCPI Funding or PPI Funding,
                        not Otherwise Classified (believed to consist only of HWCC's Claims against GBCC in
                        respect of the Four GBCC Promissory Notes to Hollywood, in the aggregate Allowed Amount
                        of $10,126,668.50 and the Disputed Claims of Las Vegas, Inc. and William D. Pratt, Jr.,
                        a former employee of a former GBCC affiliate)............................................     52
                  (g)   Class 7 -Interests of the holders of the GBCC Common Stock...............................     52
                  (h)   Class 8 -Interests of the holder of the PPI Common Stock.................................     52
                  (i)   Class 9 -Interests of the holder of the PCPI Funding Common Stock........................     52
                  (j)   Class 10 -Interests of the holder of the PPI Funding Common Stock........................     52
         F.       Summary of Treatment of Individual Creditors...................................................     53
         G.       Reasons for Separate Treatment of Class 1 and Class 5 and Class 6..............................     55
VIII. MEANS FOR EXECUTION AND IMPLEMENTATION OF THE PLAN.........................................................     56
         A.       Plan Implementation Steps Occurring on or around the Effective Date............................     56
              1.  PPI's Contribution to PPI Funding of Sale Proceeds and Cash....................................     56
              2.  Distribution of Sale Proceeds and PPI's Cash to HWCC...........................................     56
              3.  Simultaneous Merger of PPI, PCPI Funding and PPI Funding with and
                  into GBCC......................................................................................     56
</TABLE>

                                       ii

<PAGE>

<TABLE>
<S>                                                                                                                  <C>
              4.  Establishment of the Chapter 11 Payables Reserve, Conveyance of LVSI Reserve and Chapter 11
                  Payables Reserve and Miscellaneous Assets to Liquidating Trustee, and Distributions to
                  holders of any Allowed Administrative Claims,Allowed Tax Claims, and Allowed Unsecured Claims
                  in Class 5.....................................................................................     57
              5.  Subordination of HWCC's Class 1 Claim to any Allowed LVSI Claim of up
                  to $3 million..................................................................................     57
              6.  Cancellation of GBCC Common Stock and Equity Interests.........................................     58
         B.       Merger of Corporate Entities...................................................................     58
         C.       Transfer of Assets to the Liquidating Trust....................................................     59
         D.       Ratification of Liquidating Trust Agreement....................................................     59
              1.  Powers and Duties..............................................................................     59
              2.  Compensation of Liquidating Trustee............................................................     59
              3.  Limitation of Liability........................................................................     59
              4.  Right to Hire Professionals and Agents.........................................................     60
              5.  Tax Treatment of the Liquidating Trust.........................................................     60
              6.  Termination of Liquidating Trust...............................................................     60
         F.       Corporate Action...............................................................................     61
         G.       Objections to Claims...........................................................................     61
IX.      CONDITIONS TO CONFIRMATION OF PLAN......................................................................     61
         A.       Conditions to Confirmation.....................................................................     61
         B.       Waiver of Conditions...........................................................................     62
X.       CONDITIONS TO EFFECTIVENESS OF THE PLAN.................................................................     62
         A.       Conditions to Effectiveness....................................................................     62
         B.       Waiver of Conditions...........................................................................     63
XI.      FUTURE BUSINESS/WINDING UP OF ESTATES POST-EFFECTIVE DATE...............................................     63
XII.     RISKS AND FEASIBILITY...................................................................................     63
XIII.    ALTERNATIVES TO PLAN AND LIQUIDATION ANALYSIS...........................................................     63
         A.       Dismissal......................................................................................     63
         B.       Chapter 7 Liquidation..........................................................................     63
XIV.     CERTAIN MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE PLAN..............................     66
         A.       Introduction...................................................................................     66
B.       The Plan................................................................................................     67
         C.       Treatment of the Debtors.......................................................................     67
         D.       Treatment of the Liquidating Trust.............................................................     68
         E.       Treatment of the Creditors.....................................................................     69
              1.  Generally......................................................................................     69
              2.  Receipt of Interest............................................................................     69
              3.  Backup Withholding.............................................................................     69
XV.      MISCELLANEOUS PROVISIONS................................................................................     70
XVI.     CONCLUSION..............................................................................................     70
</TABLE>

                                      iii

<PAGE>

                                    EXHIBITS

Exhibit "A"    The Debtors' First Amended Joint Chapter 11 Plan Dated March 20,
-----------    2002 (Filed as separate Exhibit 99.4)

Exhibit "B"    Order Approving the Sale of All of the Issued and Outstanding
-----------    Shares of Stock of Advanced Casino Systems Corporation to ACSC
               Acquisitions, Inc., Free and Clear of All Liens, Claims,
               Interests and Encumbrances, and Assumption of Stock Purchase
               Agreement, as Amended, Under sections 105, 363(f) and 365 of the
               Bankruptcy Code

Exhibit "C":   Chart Depicting Corporate Organizational Structure Present
-----------

Exhibit "D":   Chart Depicting Corporate Organizational Structure Past
-----------

Exhibit "E":   Greate Bay Casino Corporation year 2001 (first, second and third
-----------    quarter) Form 10Qs (Not included herein)

                                       iv

<PAGE>

                      IN THE UNITED STATES BANKRUPTCY COURT
                          FOR THE DISTRICT OF DELAWARE

IN RE:                            (S)        Chapter 11
                                  (S)
GREATE BAY CASINO CORPORATION     (S)        Case No. 01-11729 (PJW)
PPI CORPORATION                   (S)        Case No. 01-11730 (PJW)
PCPI FUNDING CORP.                (S)        Case No. 01-11731 (PJW)
PPI FUNDING CORP.                 (S)        Case No. 01-11732 (PJW)
                                  (S)
         Debtors.                 (S)
                                  (S)        Jointly Administered Under
                                  (S)        Case No. 01-11729 (PJW)

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

             DEBTORS' FIRST AMENDED JOINT DISCLOSURE STATEMENT UNDER
           11 U.S.C. (S) 1125, DATED MARCH 20, 2002, IN SUPPORT OF THE
       DEBTORS' FIRST AMENDED JOINT CHAPTER 11 PLAN DATED MARCH 20, 2002

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

                               SUMMARY OF THE PLAN

     Greate Bay Casino Corporation ("GBCC"), PPI Corporation ("PPI"), PCPI
Funding Corp. ("PCPI Funding"), and PPI Funding Corp. ("PPI Funding"), as
debtors and debtors-in-possession (collectively, the "Debtors"), have proposed a
First Amended Joint Chapter 11 Plan Dated March 20, 2002 (the "Plan")/1/,
pursuant to section 1121(a) of Title 11 of the United States Code, for the
resolution of the Debtors' outstanding Creditor Claims and Equity Interests.

     In general, the Plan (which was prenegotiated with the Debtors' largest and
only significant Creditor whose claims the Debtors do not dispute,
HWCC-Holdings, Inc. ("HWCC")), contemplates the distribution to creditors on the
Plan Effective Date of the Debtors' assets: principally cash, and the cash
proceeds of a pre-confirmation sale by one of the Debtors, PPI, of all of the
issued and outstanding capital stock of Advanced Casino Systems Corporation
("ACSC"), which was a non-Debtor subsidiary of the Debtor PPI, that is in the
business of developing, installing, licensing and providing maintenance for
certain casino information technology systems and software used by casino
companies. Such sale of the ACSC common stock was consummated with an entity
known as ACSC Acquisitions, Inc., a wholly owned subsidiary of Bally Gaming,
Inc. (the "Purchaser"),/2/ for

----------

     /1/  Attached to this Disclosure Statement as Exhibit "A".
                                                   -----------

     /2/  Neither the Purchaser, nor any affiliate, is an "insider" or
"affiliate" of any of the Debtors or any of their affiliates as such terms are
defined in the Bankruptcy Code. A Stock Purchase Agreement was negotiated with
Purchaser for many weeks at arm's length, with each party represented by
competent counsel of its own choosing.

                                                                          Page 1

<PAGE>

the sum of $14.6 million ("Sale Proceeds"), subject to certain purchase price
adjustments. The sale of the ACSC stock to Purchaser was approved by the
Bankruptcy Court by Order entered March 6, 2002. The sale closed on March 19,
2002. A copy of the Order approving the sale is attached as Exhibit "B".
                                                            -----------

     In the months prior to the filing of their bankruptcy cases, as the
insolvency of the Debtors became apparent and as their future viability became
more uncertain, the Debtors began actively marketing ACSC, as a way to maximize
value for Creditors and Interest holders. The Debtors' marketing efforts were
undertaken with the assistance of a third-party investment banker, CIBC World
Markets, who aggressively sought competing bids for the acquisition of the ACSC
Common Stock. The details of this marketing activity are summarized in Section V
              ------------------------------------------------------------------
of this Disclosure Statement. Additionally, the Debtors obtained a third-party
----------------------------
independent appraisal, from the firm of Howard Frazier Barker Elliott, Inc.,
which appraisal supports a conclusion that the purchase price paid by Purchaser
was favorable. Additionally, at the direction of the Court, the Debtors
conducted postpetition marketing efforts with regard to the ACSC Common Stock
and provided a widespread notice to potential bidders in the financial investor
community and in the casino industry of the opportunity to submit a competing
bid to purchase the ACSC Common Stock. No bids were submitted to compete with
that of the Purchaser. The Debtors believe that the Stock Purchase Agreement
with Purchaser presented the fairest and best opportunity to maximize value for
the ACSC Common Stock, for the benefit of these Debtors' Estates.

     The Debtors have only one major creditor whose claims the Debtors do not
dispute, HWCC, who supports the Plan and, specifically, the sale of the ACSC
Common Stock to Purchaser. In addition, Las Vegas Sands, Inc. ("LVSI") has filed
an unsecured proof of claim in the amount of $20,120,052 based on GBCC's alleged
failure to pay certain royalties under a Trademark License Agreement dated May
19, 1987 (the "License Agreement") between GBCC and an assignor or predecessor
in interest to LVSI. LVSI had previously asserted (in court hearings and
pleadings in this Bankruptcy Case) that its unsecured claim could be as high as
$8.7 million (with a present value of approximately $2 million). The background
                                                                 --------------
of LVSI's Claim, various motions filed by LVSI in these Cases, and the Debtors'
-------------------------------------------------------------------------------
explanation of its objections to LVSI's Claim are summarized in Section IV.F of
-------------------------------------------------------------------------------
this Disclosure Statement. Additionally, a former employee of a former
-------------------------
subsidiary or affiliate of GBCC (i.e. a non-Debtor) has filed a proof of claim
in the amount of $3,025,000, which the Debtors dispute and believe will be
entirely disallowed.

     Other than HWCC, who is owed almost $60 million in the aggregate (in
respect of five different promissory notes), Debtors believe that only a handful
of small trade creditors (totaling less than $50,000) will have allowed
unsecured claims. The Plan provides that holders of Allowed Administrative
Claims, Allowed Tax Claims, and Allowed Unsecured Claims of less than $15,000 in
amount will be paid in Cash in full on the Effective Date or as soon as
practicable after the Effective Date (or when any such Claim becomes an Allowed
Claim). The Plan provides that HWCC will subordinate its Class 1 Claim in these
cases to any LVSI Claim that is Allowed up to an amount of $3 million and will
agree that up to $3 million of the consideration that would otherwise be paid to
HWCC in respect of its Class 1 Allowed Claim may be paid to LVSI, if and to the
extent the Disputed Claim of LVSI becomes an Allowed Claim. The Plan
contemplates that prior to the Effective Date of the Plan, the Court may
estimate the amount of the LVSI Claim, pursuant to 11

                                                                          Page 2

<PAGE>

U.S.C. (S) 502(c) as if the dispute were resolved in LVSI's favor. Such
estimated amount will be deposited into the LVSI Reserve (see Article 1.60 of
the Plan) and held in such Reserve until it is determined that any of the
disputed LVSI Claim should be an Allowed Claim. The Sale Proceeds not necessary
to fund the LVSI Reserve shall be distributed to HWCC as part of its Class 1
consideration on the Effective Date. The disputed LVSI Claim for which a Reserve
has been established that becomes an Allowed Claim by Final Order shall be paid
promptly out of the LVSI Reserve. After the disputed LVSI Claim is resolved or
disallowed, the balance of the LVSI Reserve (to the extent it exceeds the
Allowed LVSI Claim) shall be distributed to HWCC as the only holder of an
Allowed Claim in Class 1. To the extent LVSI ultimately has an Allowed Claim
that is larger than the amount of the LVSI Reserve, such excess LVSI Claim will
receive treatment in Class 6 of the Plan. Class 6 consists of any Allowed
Unsecured Claim against any of the Debtors in an amount of more than $15,000
(other than the Class 1 Claim of HWCC). The Distribution to Class 6 Claimants is
expected to be minimal (except to the extent of the LVSI Reserve).

     All holders of Claims and Interests are encouraged to read the Plan and the
Disclosure Statement in their entirety before voting to accept or reject the
Plan. No materials, other than the Disclosure Statement and any exhibits and
appendices attached hereto or referenced herein, have been approved by the
Debtors for use in soliciting acceptances or rejections of the Plan.

                                 I. INTRODUCTION

A.   Filing of the Debtors' Chapter 11 Bankruptcy Cases

     The Debtors filed their petitions for relief under Chapter 11 of the
Bankruptcy Code on December 28, 2001 (the "Petition Date"), in the United States
Bankruptcy Court for the District of Delaware (the "Bankruptcy Court"). Pursuant
to an Order entered by the Bankruptcy Court on January 7, 2002, the Debtors'
bankruptcy cases were procedurally consolidated and have been jointly
administered under Case No. 01-11729 (PJW). Since the Petition Date, the Debtors
have continued to operate their businesses and manage their properties and
assets as debtors-in-possession pursuant to sections 1107 and 1108 of the
Bankruptcy Code.

B.   Purpose of Disclosure Statement

     This Disclosure Statement is submitted in accordance with section 1125 of
the Bankruptcy Code for the purpose of soliciting acceptances of the Plan from
holders of certain Classes of Claims. The only Creditors whose acceptances of
the Plan are sought are those whose Claims are "impaired" by the Plan, as that
term is defined in section 1124 of the Bankruptcy Code and who are receiving
                                                       ---
distributions under the Plan. Holders of Claims that are not "impaired" are
deemed to have accepted the Plan. Holders of Claims or Interests that are not
                                  -------------------------------------------
receiving or retaining any property under the Plan are deemed to have rejected
------------------------------------------------------------------------------
the Plan.
--------

                                                                          Page 3

<PAGE>

     The Debtors have prepared this Disclosure Statement pursuant to the
provisions of section 1125 of the Bankruptcy Code, which requires that a copy of
the Plan, or a summary thereof, be submitted to all holders of Claims against,
and Interests in, the Debtors, along with a written Disclosure Statement
containing adequate information about the Debtors of a kind, and in sufficient
detail, as far as is reasonably practicable, that would enable a hypothetical,
reasonable investor typical of Creditors and holders of Interests to make an
informed judgment in exercising their right to vote on the Plan. A copy of the
Plan is attached hereto as Exhibit "A" and incorporated herein by reference.
                           -------  -

     Section 1125 of the Bankruptcy Code provides, in pertinent part:

          (b) An acceptance or rejection of a plan may not be solicited after
     the commencement of the case under this title from a holder of a claim or
     interest with respect to such claim or interest, unless, at the time of or
     before such solicitation, there is transmitted to such holder the plan or a
     summary of the plan, and a written disclosure statement approved, after
     notice and a hearing, by the court as containing adequate information. The
     court may approve a disclosure statement without a valuation of the debtor
     or an appraisal of the debtor's assets.

                                      * * *

          (d) Whether a disclosure statement required under subsection (b) of
     this section contains adequate information is not governed by any otherwise
     applicable nonbankruptcy law, rule, or regulation, but an agency or
     official whose duty is to administer or enforce such a law, rule, or
     regulation may be heard on the issue of whether a disclosure statement
     contains adequate information. Such an agency or official may not appeal
     from, or otherwise seek review of, an order approving a disclosure
     statement.

          (e) A person that solicits acceptance or rejection of a plan, in good
     faith and in compliance with the applicable provisions of this title, or
     that participates, in good faith and in compliance with the applicable
     provisions of this title, in the offer, issuance, sale, or purchase of a
     security, offered or sold under the plan, of the debtor, of an affiliate
     participating in a joint plan with the debtor, or of a newly organized
     successor to the debtor under the plan, is not liable, on account of such
     solicitation or participation, for violation of any applicable law, rule,
     or regulation governing solicitation of acceptance or rejection of a plan
     or the offer, issuance, sale, or purchase of securities.

     This Disclosure Statement was approved by the Bankruptcy Court on March 21,
2002. Such approval is required by the Bankruptcy Code and does not constitute a
judgment by the Bankruptcy Court as to the desirability of the Plan, or as to
the value or suitability of any consideration offered there under. Such approval
does indicate, however, that the Bankruptcy Court has determined that the
Disclosure Statement meets the requirements of section 1125 of the Bankruptcy
Code and

                                                                          Page 4

<PAGE>

contains adequate information to permit the holders of Allowed Claims, whose
acceptance of the Plan is solicited, to make an informed judgment regarding
acceptance or rejection of the Plan.

     THE APPROVAL BY THE BANKRUPTCY COURT OF THIS DISCLOSURE STATEMENT
     DOES NOT CONSTITUTE AN ENDORSEMENT BY THE BANKRUPTCY COURT OF THE
     PLAN OR A GUARANTEE OF THE ACCURACY OR COMPLETENESS OF THE
     INFORMATION CONTAINED HEREIN. THE MATERIAL HEREIN CONTAINED IS
     INTENDED SOLELY FOR THE USE OF CREDITORS AND HOLDERS OF INTERESTS
     OF THE DEBTORS IN EVALUATING THE PLAN AND VOTING TO ACCEPT OR
     REJECT THE PLAN AND, ACCORDINGLY, MAY NOT BE RELIED UPON FOR ANY
     PURPOSE OTHER THAN THE DETERMINATION OF HOW TO VOTE ON, OR
     WHETHER TO OBJECT TO, THE PLAN. THE DEBTORS' IMPLEMENTATION OF
     THE PLAN IS SUBJECT TO NUMEROUS CONDITIONS AND VARIABLES AND
     THERE CAN BE NO ABSOLUTE ASSURANCE THAT THE PLAN, AS
     CONTEMPLATED, WILL BE EFFECTUATED.

     THE DEBTORS BELIEVE THAT THE PLAN AND THE TREATMENT OF CLAIMS
     THERE UNDER IS IN THE BEST INTERESTS OF CREDITORS, AND URGE THAT
     YOU VOTE TO ACCEPT THE PLAN.

     THIS DISCLOSURE STATEMENT HAS NOT BEEN APPROVED OR DISAPPROVED BY
     THE SECURITIES AND EXCHANGE COMMISSION, NOR HAS THE COMMISSION
     PASSED UPON THE ACCURACY OR ADEQUACY OF THE STATEMENTS CONTAINED
     HEREIN. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. A COPY OF
     THE PLAN IS ATTACHED HERETO AS EXHIBIT "A" AND SHOULD BE REVIEWED
                                    -------  -
     CAREFULLY.

     C.   Hearing on Confirmation of the Plan

     The Bankruptcy Court has set May 2 , 2002, at 9:30 a.m., prevailing Eastern
Time, as the time and date for the hearing (the "Confirmation Hearing") to
determine whether the Plan has been accepted by the requisite number of
Creditors and holders of Interests and whether the other requirements for
Confirmation of the Plan have been satisfied. Holders of Claims against or
Interests in the Debtors may vote on the Plan by completing and delivering the
enclosed ballot to Haynes and Boone, L.L.P., 901 Main Street, Suite 3100,
Dallas, Texas 75202-3789 (Attn: Stacey Jernigan), on or before 4:00 p.m.
                                                               ---------
prevailing Eastern time on April 22, 2002. If the Plan is rejected by one or
more impaired Classes of creditors or holders of Interests, the Plan, or a
modification thereof, may still be confirmed by the Bankruptcy Court under
section 1129(b) of the Bankruptcy Code (commonly referred to as a "cramdown") if
the Bankruptcy Court determines, among other things, that the Plan does not
discriminate unfairly and is fair and equitable with respect to the rejecting
Class or Classes of creditors or holders of Interests impaired by the Plan. The
procedures and requirements for voting on the Plan are described in more detail
below.

                                                                          Page 5

<PAGE>

D.   Sources of Information

     Except as otherwise expressly indicated, the portions of this Disclosure
Statement describing the Debtors, their businesses, properties and management,
and the Plan have been prepared from information furnished by the Debtors.

     Certain of the materials contained in this Disclosure Statement are taken
directly from other readily accessible documents or are digests of other
documents. While the Debtors have made every effort to retain the meaning of
such other documents or portions that have been summarized, the Debtors urge
that any reliance on the contents of such other documents should depend on a
thorough review of the documents themselves. In the event of a discrepancy
between this Disclosure Statement and the actual terms of a document, the actual
terms of such document shall apply.

     The statements contained in this Disclosure Statement are made as of the
date hereof unless another time is specified, and neither the delivery of this
Disclosure Statement nor any exchange of rights made in connection with it
shall, under any circumstances, create an implication that there has been no
change in the facts set forth herein since the date hereof.

     No statements concerning the Debtors, the value of their property, or the
value of any benefit offered to the holder of a Claim or Interest in connection
with the Plan should be relied upon other than as set forth in this Disclosure
Statement. In arriving at your decision, you should not rely on any
representation or inducement made to secure your acceptance or rejection that is
contrary to information contained in this Disclosure Statement, and any such
additional representations or inducements should be reported to counsel for the
Debtors, Stacey Jernigan, Esq., Haynes and Boone, L.L.P., 901 Main Street, Suite
3100, Dallas, Texas 75202, (214) 651-5000.

                          II. EXPLANATION OF CHAPTER 11

A.   Overview of Chapter 11

     Chapter 11 is the principal reorganization chapter of the Bankruptcy Code.
Pursuant to Chapter 11, a debtor-in-possession attempts to reorganize its
business and financial affairs for the benefit of the debtor, its creditors, and
other parties-in-interest.

     The commencement of a Chapter 11 case creates an estate comprising all the
legal and equitable interests of the debtor in property as of the date the
petition is filed. Unless the Bankruptcy Court orders the appointment of a
trustee, sections 1101, 1107 and 1108 of the Bankruptcy Code provide that a
Chapter 11 debtor may continue to operate its business and control the assets of
its estate as a "debtor-in-possession," as have the Debtors since the Petition
Date.

                                                                          Page 6

<PAGE>

     The filing of a Chapter 11 petition also triggers the automatic stay, which
is set forth in section 362 of the Bankruptcy Code. The automatic stay
essentially halts all attempts to collect prepetition claims from the debtor or
to otherwise interfere with the debtor's business or its estate.

     Formulation of a plan of reorganization or liquidation is the principal
purpose of a Chapter 11 case. The plan sets forth the means for satisfying the
claims of creditors against and interests of equity security holders in the
debtor. Unless a trustee is appointed, only the debtor may file a plan during
the first 120 days of a Chapter 11 case (the "Exclusive Period"). After the
Exclusive Period has expired, a creditor or any other party-in-interest may file
a plan, unless the debtor files a plan within the Exclusive Period. If a debtor
does file a plan within the Exclusive Period, the debtor is given sixty (60)
additional days (the "Solicitation Period") to solicit acceptances of its plan.
Section 1121(d) of the Bankruptcy Code permits the Bankruptcy Court to extend or
reduce the Exclusive Period and the Solicitation Period upon a showing of
adequate "cause."

B.   Plan of Reorganization

     Although often referred to as a plan of reorganization, a plan may provide
simply for an orderly liquidation of a debtor's assets. This Plan does, in fact,
essentially provide for an orderly liquidation of these Debtors' assets.

     After a Chapter 11 plan has been filed, the holders of claims against or
interests in a debtor are permitted to vote on whether to accept or reject the
plan. Chapter 11 does not require that each holder of a claim against or
interest in a debtor vote in favor of a Chapter 11 plan in order for the plan to
be confirmed. At a minimum, however, a plan must be accepted by a majority in
number and two-thirds in amount of those claims actually voting from at least
one class of claims impaired under the plan. The Bankruptcy Code also defines
acceptance of a plan by a class of interests (equity securities) as acceptance
by holders of two-thirds of the number of shares actually voted.

     Classes of claims or interests that are not "impaired" under a Chapter 11
plan are conclusively presumed to have accepted the plan and, thus, are not
entitled to vote. A class is "impaired" if the legal, equitable, or contractual
rights attaching to the claims or interests of that class are modified.
Modification does not include curing defaults and reinstating maturity or
payment in full in cash. Conversely, classes of claims or interests that receive
or retain no property under a plan of reorganization are conclusively presumed
to have rejected the plan and, thus, are not entitled to vote. Thus, acceptances
of the Plan in this case are being solicited only from those persons who hold
Claims in Classes 1-6 and 8-10. Acceptances of the Plan are not being solicited
from those persons who hold Interests in Classes 7 (i.e., the Interests of the
holders of the GBCC Common Stock) because such Class is impaired and the holders
therein are receiving no Distributions and are not retaining their Interests
(i.e., their Interests are being canceled) and, thus, the holders in Class 7 are
deemed to "reject" the Plan.

     Even if all classes of claims and interests accept a Chapter 11 plan, the
Bankruptcy Court may nonetheless still deny confirmation. Section 1129 of the
Bankruptcy Code sets forth the requirements for confirmation and, among other
things, the Bankruptcy Code requires that a plan be

                                                                          Page 7

<PAGE>

in the "best interests" of impaired and dissenting creditors and shareholders
and that the plan be feasible. The "best interests" test generally requires that
the value of the consideration to be distributed to impaired and dissenting
claimants and interest holders under a plan may not be less than those parties
would receive if that debtor were liquidated under a hypothetical liquidation
occurring under Chapter 7 of the Bankruptcy Code. A Chapter 11 plan must also be
determined to be "feasible," which generally requires a finding that there is a
reasonable probability that the debtor will be able to perform the obligations
incurred under the plan, and that the debtor will be able to continue operations
without the need for further financial reorganization.

     The Bankruptcy Court may confirm a Chapter 11 plan even though fewer than
all of the classes of impaired claims and interests accept it. In order for a
plan to be confirmed despite the rejection of a class of impaired claims or
interests, the proponent of the plan must show, among other things, that the
plan does not discriminate unfairly and that the plan is fair and equitable with
respect to each impaired class of claims or interests that has not accepted the
plan. The Plan provides that if any impaired class of creditors votes to reject
the Plan, the Debtors will nonetheless request the Court to confirm the Plan
under section 1129(b) of the Code.

     Under section 1129(b) of the Bankruptcy Code, a plan is "fair and
equitable" as to a class if, among other things, the plan provides: (a) that
each holder of a claim included in the rejecting class will receive or retain on
account of its claim property that has a value, as of the effective date of the
plan, equal to the allowed amount of such claim; or (b) that the holder of any
claim or interest that is junior to the claims of such class will not receive or
retain on account of such junior claim or interest any property at all.

     The Bankruptcy Court must further find that the economic terms of the plan
meet the specific requirements of section 1129(b) of the Bankruptcy Code with
respect to the particular objecting class. The proponent of the Chapter 11 plan
must also meet all applicable requirements of section 1129(a) of the Bankruptcy
Code (except section 1129(a)(8) if the proponent proposes to seek confirmation
of the plan under the provisions of section 1129(b)). These requirements include
the requirement that the plan comply with applicable provisions of the
Bankruptcy Code and other applicable law, that the plan be proposed in good
faith, and that at least one impaired class of creditors has voted to accepted
the plan.

            III. VOTING PROCEDURES AND REQUIREMENTS FOR CONFIRMATION

     If you are in one of the Classes of Claims whose rights are affected by the
Plan (see "Description of the Plan" in Section VII below), it is important that
                                       -----------
you vote. If you fail to vote, your rights may be jeopardized.

A.   "Voting Claims" -- Parties Entitled to Vote

     Pursuant to the provisions of section 1126 of the Bankruptcy Code, holders
of Claims or Interests that are (i) allowed, (ii) impaired, and (iii) that are
                                    -------       --------
receiving or retaining property on
----------------------------------

                                                                          Page 8

<PAGE>

account of such Claims or Interests pursuant to the Plan, are entitled to vote
-----------------------------------
either for or against the Plan (hereinafter, "Voting Claims" or "Voting
Interests"). Accordingly, in this Bankruptcy Case, any holder of a Claim or
Interest classified in Classes 1, 2, 3, 4, 5, 6, 8, 9, and 10 of this Plan may
have a Voting Claim or Interest and should have received a ballot for voting
(with return envelope) in these Disclosure Statement and Plan materials
(hereinafter, "Solicitation Package") since these are the only Classes
consisting of impaired Claims or Interests that are receiving property.
              --------                              ------------------

     As referenced in the preceding paragraph, a Claim or Interest must be
allowed to be a Voting Claim or Interest. The Debtors filed schedules in this
-------
Bankruptcy Case listing Claims against the Debtors. To the extent a creditor's
Claim was listed in the Debtors' schedules, and was not listed as disputed,
contingent, or unliquidated, it is deemed "allowed." Any creditor whose Claim
was not scheduled, or was listed as disputed, contingent or unliquidated, must
have timely filed a proof of Claim in order to have an "allowed" Claim. The last
day for filing Claims for amounts owed pre-petition was March 15, 2002 for all
                                                        --------------
Persons other than governmental entities and is June 26, 2002 for governmental
                                                -------  ----
entities. Absent an objection to that proof of Claim, it is deemed "allowed." In
the event that any proof of Claim is subject to an objection by the Debtors as
of or during the Plan voting period ("Objected-to Claim"), then, by definition,
it is not "allowed," for purposes of section 1126 of the Bankruptcy Code, and is
not to be considered a Voting Claim entitled to cast a ballot. Nevertheless,
pursuant to Bankruptcy Rule 3018(a), the holder of an Objected-to Claim may
petition the Bankruptcy Court, after notice and hearing, to allow the Claim
temporarily for voting purposes in an amount which the Bankruptcy Court deems
proper. Allowance of a Claim for voting purposes, and disallowance for voting
purposes, does not necessarily mean that all or a portion of the Claim will be
allowed or disallowed for distribution purposes.

     BY ENCLOSING A BALLOT, THE DEBTORS ARE NOT REPRESENTING THAT YOU ARE
ENTITLED TO VOTE ON THE PLAN. BY INCLUDING A CLAIM AMOUNT ON THE BALLOT (IF
APPLICABLE), THE DEBTORS ARE NEITHER ACKNOWLEDGING THAT YOU HAVE AN ALLOWED
CLAIM IN THAT AMOUNT NOR WAIVING ANY RIGHTS THE DEBTORS MAY HAVE TO OBJECT TO
YOUR VOTE OR CLAIM.

     If you believe you are a holder of a Claim in an impaired Class under the
Plan and entitled to vote to accept or reject the Plan, but did not receive a
ballot with these materials, please contact Stacey Jernigan, Haynes and Boone,
L.L.P., 901 Main Street, Suite 3100, Dallas, Texas 75202, Telephone (214)
651-5000, Telecopy (214) 651-5940.

B.   Return of Ballots

     If you are a holder of a Voting Claim, your vote on the Plan is important.
Completed ballots should either be returned in the enclosed envelope or sent to:

Stacey Jernigan, Esq.
Haynes and Boone, L.L.P.
901 Main Street, Suite 3100
Dallas, Texas 75202-3714

                                                                          Page 9

<PAGE>

Telephone: (214) 651-5000
Telecopy: (214) 651-5940


     1.   Voting Record Date (a.k.a. the "Record Date--Balloting")

     Pursuant to Bankruptcy Rule 3017(d), March 15, 2002, is the "Voting Record
Date" (a.k.a. the "Record Date--Balloting") for determining which creditors of
the Debtors may be entitled to vote to accept or reject the Plan. Only holders
of record of Claims against the Debtors on that date are entitled to cast
ballots.

     2.   Deadline for Submission of Ballots

          BALLOTS MUST BE SUBMITTED TO AND ACTUALLY RECEIVED BY COUNSEL FOR THE
          DEBTORS, C/O STACEY JERNIGAN, HAYNES AND BOONE, L.L.P., 901 MAIN
          STREET, SUITE 3100, DALLAS, TEXAS 75202-3714, WHETHER BY MAIL,
          DELIVERY, OR FACSIMILE, BY APRIL 22, 2002, AT 4:00 P.M. EASTERN
                                     ------------------------------------
          DAYLIGHT TIME (THE "BALLOT RETURN DATE"). ANY BALLOTS RECEIVED AFTER
          ---------------------------------------
          THAT TIME WILL NOT BE COUNTED. ANY BALLOT WHICH IS NOT EXECUTED BY A
          PERSON AUTHORIZED TO SIGN SUCH BALLOT WILL NOT BE COUNTED.

          IF YOU HAVE ANY QUESTIONS REGARDING THE PROCEDURES FOR VOTING ON THE
          PLAN, CONTACT STACEY JERNIGAN, HAYNES AND BOONE, L.L.P., 901 MAIN
          STREET, SUITE 3100, DALLAS, TEXAS 75202, TELEPHONE (214) 651-5000,
          TELECOPY (214) 651-5940.

          THE DEBTORS URGE ALL HOLDERS OF VOTING CLAIMS AND INTERESTS TO VOTE IN
          FAVOR OF THE PLAN.

C.   Confirmation of Plan

     1.   Solicitation of Acceptances

     The Debtors are soliciting your vote. The cost of any solicitation by the
Debtors will be borne by the Debtors. No other additional compensation shall be
received by any party for any solicitation other than as disclosed to the
Bankruptcy Court.

          NO REPRESENTATIONS OR ASSURANCES, IF ANY, CONCERNING THE DEBTORS OR
          -------------------------------------------------------------------
          THE PLAN ARE AUTHORIZED BY THE DEBTORS
          --------------------------------------

                                                                         Page 10

<PAGE>

                  OTHER THAN AS SET FORTH IN THIS DISCLOSURE STATEMENT. ANY
                  --------------------------------------------------------------
                  REPRESENTATIONS OR INDUCEMENTS MADE BY ANY PERSON TO SECURE
                  --------------------------------------------------------------
                  YOUR VOTE THAT ARE OTHER THAN HEREIN CONTAINED SHOULD NOT BE
                  --------------------------------------------------------------
                  RELIED UPON BY YOU IN ARRIVING AT YOUR DECISION, AND SUCH
                  --------------------------------------------------------------
                  ADDITIONAL REPRESENTATIONS OR INDUCEMENTS SHOULD BE REPORTED
                  --------------------------------------------------------------
                  TO COUNSEL FOR THE DEBTORS FOR SUCH ACTION AS MAY BE DEEMED
                  --------------------------------------------------------
                  APPROPRIATE.
                  ------------

                  THIS IS A SOLICITATION SOLELY BY THE DEBTORS AND IS NOT A
                  --------------------------------------------------------------
                  SOLICITATION BY ANY SHAREHOLDER, ATTORNEY, OR ACCOUNTANT FOR
                  --------------------------------------------------------------
                  THE DEBTORS. THE REPRESENTATIONS, IF ANY, MADE HEREIN ARE
                  --------------------------------------------------------------
                  THOSE OF THE DEBTORS AND NOT OF SUCH SHAREHOLDERS, ATTORNEYS,
                  --------------------------------------------------------------
                  OR ACCOUNTANTS, EXCEPT AS MAY BE OTHERWISE SPECIFICALLY AND
                  --------------------------------------------------------------
                  EXPRESSLY INDICATED.
                  --------------------

         Under the Bankruptcy Code, a vote for acceptance or rejection of a plan
may not be solicited unless the claimant has received a copy of a disclosure
statement approved by the Bankruptcy Court prior to, or concurrently with, such
solicitation. This solicitation of votes on the Plan is governed by section
1125(b) of the Bankruptcy Code. Violation of section 1125(b) of the Bankruptcy
Code may result in sanctions by the Bankruptcy Court, including disallowance of
any improperly solicited vote.

         2.    Requirements for Confirmation of the Plan

         At the Confirmation Hearing, the Bankruptcy Court shall determine
whether the requirements of section 1129 of the Bankruptcy Code have been
satisfied, in which event the Bankruptcy Court shall enter an Order confirming
the Plan. For the Plan to be confirmed, section 1129 requires that:

               (a)  The Plan comply with the applicable provisions of the
                    Bankruptcy Code;

               (b)  The Debtors have complied with the applicable provisions of
                    the Bankruptcy Code;

               (c)  The Plan has been proposed in good faith and not by any
                    means forbidden by law;

               (d)  Any payment or distribution made or promised by the Debtors
                    or by a person issuing securities or acquiring property
                    under the Plan for services or for costs and expense in
                    connection  with the Plan has been disclosed to the
                    Bankruptcy Court, and any such payment made before the
                    confirmation of the Plan is reasonable, or if such payment
                    is to be fixed after confirmation of the Plan, such payment
                    is subject to the approval of the Bankruptcy Court as
                    reasonable;


                                                                         Page 11

<PAGE>

          (e)  The Debtors have disclosed the identity and affiliations of any
               individual proposed to serve, after confirmation of the Plan, as
               a director, officer or voting trustee of the Debtors, an
               affiliate of the Debtors participating in a joint plan with the
               Debtors, or a successor to the Debtors under the Plan; the
               appointment to, or continuance in, such office of such individual
               is consistent with the interests of Creditors and holders of
               Interests and with public policy; and the Debtors have disclosed
               the identity of any insider that will be employed or retained by
               the Reorganized Debtor and the nature of any compensation for
               such insider;

          (f)  Any government regulatory commission with jurisdiction, after
               confirmation of the Plan, over the rates of the Debtors have
               approved any rate change provided for in the Plan, or such rate
               change is expressly conditioned on such approval;

          (g)  With respect to each impaired Class of Claims or Interests,
               either each holder of a Claim or Interest of the Class has
               accepted the Plan or will receive or retain under the Plan on
               account of that Claim or Interest property of a value, as of the
               Effective Date of the Plan, that is not less than the amount that
               such holder would so receive or retain if the Debtors were
               liquidated on such date under Chapter 7 of the Bankruptcy Code.
               If section 1111(b)(2) of the Bankruptcy Code applies to the
               Claims of a Class, each holder of a Claim of that Class will
               receive or retain under the Plan on account of that Claim
               property of a value, as of the Effective Date, that is not less
               than the value of that holder's interest in the Debtor's interest
               in the property that secures that Claim;

          (h)  Each Class of Claims or Interests has either accepted the Plan or
               is not impaired under the Plan;

          (i)  Except to the extent that the holder of a particular
               Administrative Claim or Priority Claim has agreed to a different
               treatment of its Claim, the Plan provides that Administrative
               Claims and Priority Claims shall be paid in full on the Effective
               Date or the date on which it is Allowed;

          (j)  If a Class of Claims is impaired under the Plan, at least one
               Class of Claims that is impaired under the Plan has accepted the
               Plan, determined without including any acceptance of the Plan by
               any insider holding a Claim of that Class; and

          (k)  Confirmation of the Plan is not likely to be followed by the
               liquidation or the need for further financial reorganization of
               the Debtors or any successor to the Debtors under the Plan,
               unless such liquidation or reorganization is proposed in the
               Plan.

                                                                         Page 12

<PAGE>

         The Debtors believe that the Plan satisfies all of the statutory
requirements of the Bankruptcy Code and that the Plan was proposed in good
faith. The Debtors believe they have complied or will have complied with all the
requirements of the Bankruptcy Code. LVSI has stated that because it contends
that HWCC is an "insider" of the Debtors, the Debtors will not be able to
confirm a Plan of Reorganization relying solely upon the affirmative vote of
HWCC.

         3.   Acceptances Necessary to Confirm the Plan

         Voting on the Plan by each holder of a Claim or Interest is important.
Chapter 11 of the Bankruptcy Code does not require that each holder of a Claim
or Interest vote in favor of the Plan in order for the Court to confirm the
Plan. Generally, to be confirmed under the acceptance provisions of section
1126(a) of the Bankruptcy Code, the Plan must be accepted by each Class of
Claims that is impaired under the Plan by Class members holding at least
two-thirds (2/3) in dollar amount and more than one-half in number of the
Allowed Claims of such Class actually voting in connection with the Plan; in
connection with a Class of Interests, more than two-thirds (2/3) of the shares
actually voted must accept to bind that Class. Even if all Classes of Claims and
Interests accept the Plan, the Bankruptcy Court may refuse to confirm the Plan.

         4.   Cramdown

         In the event that any impaired Class of Claims or Interests does not
accept the Plan, the Bankruptcy Court may still confirm the Plan at the request
of the Debtors if, as to each impaired Class that has not accepted the Plan, the
Plan "does not discriminate unfairly" and is "fair and equitable." A plan does
not discriminate unfairly within the meaning of the Bankruptcy Code if no class
receives more than it is legally entitled to receive for its claims or equity
interests. "Fair and equitable" has different meanings for holders of secured
and unsecured claims and equity interests.

         With respect to a secured claim, "fair and equitable" means either (i)
the impaired secured creditor retains its liens to the extent of its allowed
claim and receives deferred cash payments at least equal to the allowed amount
of its claims with a present value as of the effective date of the plan at least
equal to the value of such creditor's interest in the property securing its
liens, (ii) property subject to the lien of the impaired secured creditor is
sold free and clear of that lien, with that lien attaching to the proceeds of
sale, and such lien proceeds must be treated in accordance with clauses (i) and
(iii) hereof, or (iii) the impaired secured creditor realizes the "indubitable
equivalent" of its claim under the plan.

         With respect to an unsecured claim, "fair and equitable" means either
(i) each impaired creditor receives or retains property of a value equal to the
amount of its allowed claim or (ii) the holders of claims and equity interests
that are junior to the claims of the dissenting class will not receive any
property under the plan.

         With respect to equity interests, "fair and equitable" means either (i)
each impaired equity interest receives or retains, on account of that equity
interest, property of a value equal to the greater

                                                                         Page 13

<PAGE>

of the allowed amount of any fixed liquidation preference to which the holder is
entitled, any fixed redemption price to which the holder is entitled, or the
value of the equity interest; or (ii) the holder of any equity interest that is
junior to the equity interest of that class will not receive or retain under the
plan, on account of that junior equity interest, any property.

         In the event one or more Classes of impaired Claims or Interests
rejects or is deemed to have rejected the Plan, the Debtors will request the
Bankruptcy Court to determine at the Confirmation Hearing that the Plan is fair
and equitable and does not discriminate unfairly against any rejecting impaired
Class of Claims or Interests.

         The Debtors believe that the Plan does not discriminate unfairly and is
fair and equitable with respect to each Class of Claims and Interests that is
impaired.

                          IV. BACKGROUND OF THE DEBTORS


A.       Nature of the Debtors' Business: Overview of Assets and Liabilities


         GBCC, PPI, PCPI Funding and PPI Funding are four related corporate
debtors. GBCC is the ultimate parent and is a publicly held company whose stock
is traded on the over-the-counter bulletin board (the "OTC BB"). PPI is a wholly
owned direct subsidiary of GBCC. PCPI Funding and PPI Funding are each 100%
directly owned by PPI. A schematic depicting the corporate structure of the GBCC
corporate group (as of the Petition Date) is attached hereto at Exhibit "C".
                                                                -----------
Additionally, a schematic depicting the corporate structure for GBCC and its
subsidiaries a few years ago, when there were various other corporations in the
GBCC corporate group that have previously filed bankruptcies or otherwise have
ceased to exist, is attached hereto at Exhibit "D". /3/
                                       ------------
         GBCC, PPI, PCPI Funding and PPI Funding each have corporate offices at
Two Galleria Tower, Suite 2200, 13455 Noel Rd., LB 48, Dallas, Texas 75240.

         In prior years, GBCC and its subsidiaries (including certain
subsidiaries that no longer exist) conducted three major business activities:
(1) hotel ownership and the management thereof; (2) management services for
casino operations; and (3) ownership of the Sands Hotel and Casino in Atlantic
City, New Jersey. As described below, as a result of various bankruptcies of
GBCC subsidiaries, GBCC and its subsidiaries are no longer engaged in hotel and
casino ownership and management services. GBCC's business activity, as of the
Petition Date, consisted solely of the

______________________

         /3/  There have been other subsidiaries in the corporate group, from
time to time, that have served miscellaneous functions in the casino-ownership
and management activities of the corporate group such as subsidiaries that were
formed to separately hold real property that might be developed in the future
and entities that owned partnership interests in management companies, etc. More
details about the GBCC corporate group can be found in SEC filings and, attached
as Exhibit "E," are GBCC's year 2001 (first, second and third quarter) Form
   ------------
10Qs.

                                                                         Page 14

<PAGE>

operations of Advanced Casino Systems Corporation ("ACSC") (its indirect,
100%-owned subsidiary that provides information technology systems for various
casinos throughout North America).

         More specifically, as a result of the voluntary Chapter 11 bankruptcy
petitions filed in 1998 by the subsidiaries GB Holdings, Inc., Greate Bay Hotel
and Casino, Inc., and GB Property Funding Corp. (which cases were
administratively consolidated under Case No. 98-10001, in the United States
Bankruptcy Court for the District of New Jersey, Camden Vicinage, Judge Judith
Wizmur presiding), see organizational chart at Exhibit "D", GBCC no longer has
                                               -----------
any direct or indirect interests or ownership in the Sands Hotel and Casino in
Atlantic City. A plan of reorganization proposed in that bankruptcy case by the
unsecured creditors committee and High River, an entity controlled by Carl
Icahn, was confirmed in Case No. 98-10001 by a Bankruptcy Court order entered
August 14, 2000 (after much litigation and several days of evidence), pursuant
to which the equity interests of GBCC in these subsidiaries were cancelled and
the Sands Hotel and Casino is now owned by High River and former public
bondholders of these three entities.

         Additionally, as a result of the voluntary Chapter 11 bankruptcy
petitions filed in 1999 by the subsidiaries Pratt Casino Corporation, PRT
Funding Corp. and New Jersey Management, Inc. (which cases were administratively
consolidated under Case No. 99-1204, in the United States Bankruptcy Court for
the District of Delaware, Judge Mary Walrath presiding), see Exhibit D, GBCC no
                                                             ---------
longer has any direct or indirect interests or ownership in these entities (two
of these entities, Pratt Casino Corporation and New Jersey Management, Inc.,
were involved with management of certain casinos). More specifically, a plan of
reorganization was confirmed in Case No. 99-1204 by a bankruptcy court order
entered October 1, 1999, pursuant to which these three entities were merged or
dissolved and then essentially liquidated, and the creditors of these entities
(public bondholders) received over $40 million in cash distributions (nearly a
50% distribution on their claims). The entity Greate Bay Holdings, LLC was an
entity created in connection with such confirmed plan (and pursuant to New
Jersey regulatory approval, through the New Jersey Casino Control Commission and
the Division of Gaming Enforcement) to serve as the equivalent of a liquidating
trust and to facilitate the distributions to the public bondholders. Upon the
completion of all distributions to the public bondholders under the confirmed
plan, Greate Bay Holdings, LLC was dissolved.

         As noted elsewhere herein, in 1998, GBCC's indirect wholly owned
subsidiary, GB Holdings, Inc, and its subsidiaries, Greate Bay Hotel and Casino,
Inc. ("GBHC") and GB Property Funding Corp. (collectively, "GBH") commenced
Chapter 11 Cases in the United States Bankruptcy Court for the District of New
Jersey. In the course of those proceedings, certain controversies arose between
GBCC and GBH which were settled pursuant to a Settlement Agreement dated
September 9, 1998. All payment and indemnity obligations under the Settlement
Agreement (except for a claim of approximately $30,000 by GBCC against GBHC
relating to the nondeductibilty of post-petition interest by GBHC) have been
satisfied. Specifically, a central feature of the 1998 Settlement Agreement was
the retention by the parties of rights to indemnification in respect to tax
years prior to 1999 that might be subject to further review and additional
assessment On November 30, 2001, GBCC and the Internal Revenue Service executed
a settlement agreement relating to the 1997 and 1998 consolidated tax returns.
That settlement concluded the IRS review of the last year that GBH reported to
the IRS as part of

                                                                         Page 15

<PAGE>

the GBCC consolidated group. Hence, the Debtors believe that GBH will not in the
future be exposed to any claim in respect of 1997 or 1998 federal income taxes.

         Additionally, as a result of the voluntary Chapter 7 bankruptcy
petitions filed in 2000 by the subsidiaries Pratt-Hollywood, Inc., BPHC
Acquisition, Inc. and BPHC Parking Corp. (which cases were assigned Case Nos.
00-2883, 00-2884 and 00-2885, in the United States Bankruptcy Court for the
District of Delaware, Judge Mary Walrath presiding), see Exhibit "D," these
                                                         ----------
subsidiaries were liquidated through the Chapter 7 process and these entities no
longer exist for all intents and purposes. Note that these entities had no
assets at the time of liquidation (and, in fact, never had any assets other than
funds that were either expended or repaid), as the entities had originally been
formed to develop a new casino in Atlantic City (in addition to the Sands Hotel
and Casino), which casino never became a reality.

         Thus, there were five entities left in the GBCC group as of the
Petition Date: the four Debtor-companies plus ACSC. The four Debtor-companies
are not operating companies. ACSC is an operating company (and thus the last
revenue-producing entity in the GBCC group) and its stock is 100% owned by the
Debtor PPI (and, thus, the ACSC stock is property of the bankruptcy estate).

         ACSC is in the business of developing, installing, licensing and
providing maintenance for certain casino information technology systems and
software that is used by various casino companies throughout North America. ACSC
is based in Egg Harbor Township, New Jersey and has contracts to provide
software and technology support with various non-affiliated casinos such as
Aladdin, Atlantis Paradise Island, Boyd Delta Downs, Caesars, Casino Magic,
Casino Morongo, Mohegan Sun, Trump Indiana, Venetian, and various Hyatt gaming
establishments, as well as with various Hollywood Casino Corporation casinos and
with the Sands Hotel and Casino in Atlantic City (which, as previously
discussed, was formerly, but is no longer, in the GBCC corporate group). ACSC
has approximately 112 employees and had revenues of $14.1 million in 2000 and is
projected to have revenues of approximately $32 million in 2001. ACSC is subject
to (and complies with) gaming regulations in the states of New Jersey,
Mississippi, Louisiana, Nevada, Colorado, Delaware, Indiana, and in Toronto,
Ontario, Canada, since ACSC provides goods and services to casinos, which are
regulated, and ACSC, relatedly, has various gaming licenses and pending
applications for gaming licenses in these various jurisdictions, as well as with
various Indian Tribal Gaming Commissions, including the Cabazon Band of Mission
Indians Gaming Commission, the Mohegan Tribe of Indians Tribal Gaming
Commission, the Morongo Gaming Agency of the Morongo Band of Cahuilla Indians,
the Twenty-Nine Palms Band of Mission Indians Gaming Commission, and the
Shoshone - Bannock Gaming Commission.

         As of the Petition Date, the stock of ACSC was the only asset of the
four Debtors' estates that had any material value, other than approximately $1.9
million of Cash, most of which is owned by PPI (however, each of the other
Debtors, including GBCC, has a small amount of Cash available for distribution).
The only other assets of the four Debtors, other than the ACSC Common Stock, the
sale of which was approved by order dated March 6, 2002, and the Cash, are
possibly some deposits, unearned premiums, cash values of insurance policies, or
prepaids in which certain of the Debtors may have rights, with respect to
certain vendors or insurance companies; some office

                                                                         Page 16

<PAGE>

furniture/furnishings; and various inter-company/inter-Debtor receivables that
are uncollectible against one another and, thus, valueless.

         ACSC is believed to be solvent and, thus, a bankruptcy filing for it
was not deemed to be necessary or appropriate. The purpose of these bankruptcies
is to: (a) maximize, for the benefit of creditors and/or other stakeholders of
the Debtors, the only assets/value that these four Debtors' estates have, that
is, by selling the stock of ACSC to an unrelated third-party purchaser and
distributing the sale proceeds and other remaining cash/assets of the four
Debtors' estates; and (b) wind-down in an orderly, open and responsible fashion
the business affairs of the four Debtors.

         Who are the creditors and/or other stakeholders of the four Debtors?
They fall into five categories:

               (1) HWCC holds Claims, in the aggregate, totaling almost $60
               million against two of these Debtors (approximately $49 million
               against PPI Funding and approximately $10.1 million against
               GBCC). HWCC is a wholly owned subsidiary of Hollywood Casino
               Corporation, which is an owner and operator of hotels and casinos
               in Shreveport, Louisiana, Tunica County, Mississippi, and Aurora,
               Indiana. Hollywood Casino Corporation was the former parent of
               GBCC but is no longer related. Hollywood Casino Corporation made
               various loans and extended other consideration to the Debtors,
               GBCC and PPI Funding, in the middle-1990's at a time when it was
               the ultimate parent of these Debtors (as further explained in
               Section IV.B below). Hollywood Casino Corporation, in turn, made
               ------------
               a capital contribution to its subsidiary, HWCC, of these Claims,
               making HWCC the holder of these Claims;

               (2) there are a handful of vendors, tax claimants, or other
               miscellaneous claimants of GBCC and PPI whom the Debtors intend
               to pay in full in cash on the Effective Date and, thus, are
               virtually unaffected by these Chapter 11 filings (i.e., Class 5
               Unsecured Convenience Claimants that are owed less than $15,000,
               or elect to have their Claims reduced as such);

               (3) there are inter-company (i.e., inter-Debtor claims) that will
               not receive any cash consideration and will essentially be
               disregarded/canceled, through the process of a merger proposed by
               the Plan;

               (4) there are public shareholders of GBCC whose shares will be
               canceled and they will receive no distribution in these cases;/4/
               and

               (5) there are two disputed creditors: LVSI, which has filed a
               proof of claim in the approximate amount of $20 million (which is
               further described in Section IV.F) and
                                    ------------

______________________

         /4/   The GBCC Common Stock has been trading at $0.02 per share in
recent weeks, with a range between $0.01-$0.16 during the last 52-week time
period. With approximately 5.2 million shares issued and outstanding, this makes
the market capitalization for the GBCC Common Stock only $104,000.

                                                                         Page 17

<PAGE>

              William D. Pratt, Jr., a former employee of a former GBCC
              subsidiary or affiliate (i.e., a non-Debtor which owned the San
              Juan Sands) who has filed a proof of claim in the amount of
              $3,025,000 for alleged employee-related claims. The Debtors
              dispute that either of these claimants have any valid claims.

         The Debtors dispute the validity of the claims described in item (5)
above. The Plan provides that prior to the Effective Date of the Plan, the Court
shall estimate the amount of the Disputed LVSI Claim as if the dispute regarding
GBCC's liability were resolved in LVSI's favor. Pursuant to Article 6.1.D of the
Plan, such estimated amount will be deposited into the LVSI Reserve (which LVSI
Reserve shall not exceed $3 million) and held in reserve until the disputed
claim becomes an Allowed Claim by Final Order, at which time such claim will be
paid promptly out of the LVSI Reserve. If any Allowed LVSI Claim is more than
the LVSI Reserve, the excess will share Pro Rata in the consideration that
otherwise goes to Allowed Class 6 Claimants. If any Allowed LVSI Claim is less
than the LVSI Reserve, then the excess LVSI Reserve shall be distributed to HWCC
as part of its remaining Class 1 consideration.

B.       Explanation of Claims Against the Debtors:  Origin of the Various HWCC
         Claims Against the Debtors

         Since HWCC is by far the largest creditor of the Debtors (in fact, the
only significant known undisputed creditor), and since the history of the HWCC
Claims is rather complex, an explanation of the origins of the HWCC Claims is
set forth below.

         The HWCC Claims can be divided into two categories: (A) the HWCC Claims
against GBCC ($10,126,668.50) and (B) the HWCC Claims against PPI Funding
($49,219,370.05).

         1.   The HWCC Claims against GBCC (aggregating $10,126,668.50)

         HWCC has four claims against GBCC that, as of the Petition Date, amount
to $10,126,668.50 in the aggregate. These four claims arise from funds loaned
from Hollywood Casino Corporation to GBCC during 1993-1996 (as more specifically
described below) which funds were used in the operations of certain hotel and
casino properties owned by GBCC or its subsidiaries. The liabilities of GBCC to
HWCC are evidenced by four promissory notes (defined as the "Four GBCC
Promissory Notes to Hollywood") described below:

         (a)  An unsecured Promissory Note in the original principal amount of
         $1,250,000 dated October 29, 1993, duly executed by Pratt Hotel
         Corporation (n.k.a. GBCC, as of a result of a name change effectuated
         December 31, 1996), and payable to the order of Hollywood Casino
         Corporation. The issuance of this Promissory Note was ratified by the
         three disinterested directors of the Board of GBCC at its meeting held
         on February 8, 1994. The funds that were lent by Hollywood Casino
         Corporation to GBCC were used in the operation of the facility known as
         the Holiday Inn/DFW North in Texas, which was owned by an entity of
         which GBCC was a partner and which GBCC operated pursuant to an
         operating agreement. This

                                                                         Page 18

<PAGE>

          Promissory Note, as of the Petition Date, had an outstanding principal
          balance of $250,000 and accrued interest owing of $196,000.

          (b) An unsecured Promissory Note in the original principal amount of
          $3,000,000 dated July 12, 1996, duly executed by Pratt Hotel
          Corporation (n.k.a. GBCC, as a result of a name change effectuated
          December 31, 1996), and payable to the order of Hollywood Casino
          Corporation. The issuance of this Promissory Note was ratified by the
          sole attending disinterested director of the Board of GBCC at its
          meeting held on September 18, 1996. The funds that were lent by
          Hollywood Casino Corporation to GBCC were immediately loaned from GBCC
          to Greate Bay Hotel and Casino, Inc. ("GBHC"), then still a
          wholly-owned indirect GBCC subsidiary, that owned and operated the
          Sands Hotel and Casino in Atlantic City, for use in the operations of
          the Sands Hotel and Casino. (The indebtedness from GBHC to GBCC was
          canceled and released, effective September 10, 1998, pursuant to a
          settlement agreement approved by the United States Bankruptcy Court
          for the District of New Jersey, Camden Vicinage, in the bankruptcy
          case of In re Great Bay Hotel and Casino, Inc., Case No. 98-10001;
          Adv. Pro. No. 98-01220.) This Promissory Note, as of the Petition
          Date, had an outstanding principal balance of $1,954,243.50 plus
          accrued interest owing of $2,017,779.22.

          (c) An unsecured Promissory Note in the original principal amount of
          $1,500,000 dated August 2, 1996, duly executed by Pratt Hotel
          Corporation (n.k.a. GBCC, as a result of a name change effectuated
          December 31, 1996), and payable to the order of Hollywood Casino
          Corporation. The issuance of this Promissory Note was ratified by the
          sole attending disinterested director of the Board of GBCC at its
          meeting held on September 18, 1996. The funds that were lent by
          Hollywood Casino Corporation to GBCC were also immediately loaned from
          GBCC to GBHC for use in the operations of the Sands Hotel and Casino.
          (The indebtedness from GBHC to GBCC was released and canceled,
          effective September 10, 1998, pursuant to a settlement agreement
          approved by the United States Bankruptcy Court for the District of New
          Jersey, Camden Vicinage, in the bankruptcy case of In re Great Bay
          Hotel and Casino, Inc., Case No. 98-10001; Adv. Pro. No. 98-01220.)
          This Promissory Note, as of the Petition Date, had an outstanding
          principal balance of $1,500,000 plus accrued interest owing of
          $1,096,562.50.

          (d) An unsecured Promissory Note in the original principal amount of
          $2,000,000 dated August 7, 1996, duly executed by Pratt Hotel
          Corporation (n.k.a. GBCC, as a result of a name change effectuated
          December 31, 1996), and payable to the order of Hollywood Casino
          Corporation. The issuance of this Promissory Note was ratified by the
          sole attending disinterested director of the Board of GBCC at its
          meeting held on September 18, 1996. The funds that were lent by
          Hollywood Casino Corporation to GBCC were also immediately loaned from
          GBCC to GBHC, for use in the operations of the Sands Hotel and Casino.
          (The indebtedness from GBHC to GBCC was released and canceled,
          effective September 10, 1998, pursuant to a settlement agreement
          approved by the United States Bankruptcy Court for the District of New
          Jersey, Camden Vicinage, in the bankruptcy case of In re Great Bay
          Hotel and Casino, Inc., Case No. 98-10001; Adv. Pro. No. 98-01220.)
          This Promissory

                                                                         Page 19

<PAGE>

     Note, as of the Petition Date, had an outstanding principal balance of
     $2,000,000 plus accrued interest owing of $1,462,083.33.

     In summary, each of the Four GBCC Promissory Notes to Hollywood were duly
authorized and ratified by disinterested members of the Board of Directors of
GBCC (See discussion of GBCC Board composition in paragraph IV.D), executed and
delivered, and good and valuable consideration was received by GBCC in the form
of loan proceeds.

     2.    The HWCC Claim against PPI Funding ($49,219,370.05)

     The Claim held by HWCC against PPI Funding is evidenced by a "zero-coupon"
note in the face amount of $84,602,548.66 (defined herein as the "Hollywood
Zero-Coupon Note from PPI Funding"). The petition date indebtedness arising from
the zero-coupon note was $49,219,370.05. This "zero-coupon" note has a somewhat
complex origin, that involves: (1) a $115,000,000 public bond issuance on which
PCPI Funding was the issuer (and GBCC and PPI were both guarantors), (2) the
purchase by Hollywood Casino Corporation's predecessor of certain of these
bonds, and (3) Hollywood Casino Corporation's agreement to temporarily forego
payment on the bonds, when PCPI Funding, GBCC and PPI were unable to refinance
or pay off the public bonds in full upon their maturity. Note that the Hollywood
Zero-Coupon Note from PPI Funding, as well as the series of transactions that
pre-date and underlie it, including the $115,000,000 public bond issuance, were
duly authorized and ratified by disinterested members of the Board of Directors
of GBCC, executed and delivered, with good and valuable consideration being
received by GBCC and its subsidiaries in the form of loan proceeds and numerous
forbearances. The liability of PPI Funding to HWCC is more fully described as
follows:

                (a)  In October of 1987, the Debtor PCPI Funding was organized
          as a corporation under the laws of Delaware, as a special purpose
          entity, for the purpose of borrowing funds through the issuance of
          public debt, much of which public debt was expected/earmarked to be
          used for a new casino that was contemplated to be built in Atlantic
          City, NJ. At this point in time, the GBCC corporate group already
          owned one casino in Atlantic City--the Sands Hotel and Casino. The
          remainder of the public debt was to be used for various other projects
          or refinancings in the GBCC group.

                (b)  On February 23, 1988, PCPI Funding issued $115,000,000
          principal amount of 15.5 % public notes due April 1, 1998 (the "PCPI
          Public Notes"), pursuant to an indenture. The PCPI Public Notes were
          unsecured and were guaranteed by both GBCC and an entity known as
          Pratt Casino Properties, Inc. which was later merged with and into the
          Debtor PPI. Thus, three of the current Debtors--(1) GBCC, (2) PPI, as
          a result of the merger of the former Pratt Casino Properties, Inc.
          into PPI, and (3) PCPI Funding--were at one time liable on the
          $115,000,000 of PCPI Public Notes.

                (c)  Certain of the proceeds of the PCPI Public Notes (as well
          as much effort and time) were spent toward the development of the
          concept for the new casino, but, ultimately, the new casino was never
          able to become a reality. The Atlantic City market and

                                                                         page 20

<PAGE>

         the national economy generally were depressed during this time period.
         As the Atlantic City market continued to weaken during 1990, the PCPI
         Public Notes began trading at or less than 50% on the dollar.

                   (d) Eventually, all but $38,779,000 of the $115,000,00 of
         PCPI Public Notes were either: (i) redeemed; or (ii) retired through
         the issuance of more public debt.

                   (e) More specifically, first, on November 3, 1989, PCPI
         Funding itself redeemed $17,857,000 of the PCPI Public Notes (with
         proceeds from the PCPI Public Notes issuance that had been earmarked,
         but never used, for the new Atlantic City casino project). This left
         $97,143,000 of PCPI Public Notes outstanding ($115,000,000 -
         $17,857,000 = $97,143,000).

                   (f) Then, on May 11, 1990, a corporation named PBC, Inc.
         (which no longer exists) was formed. On May 31, 1990, PBC, Inc.
         acquired $38,779,000 principal amount of the PCPI Public Notes,/5/
         leaving $58,364,000 of the PCPI Public Notes still owned by the public
         ($97,143,000 - $38,779,000 = $58,364,000). No property of GBCC, PPI,
         PCPI Funding, PPI Funding, or any other GBCC subsidiary was used to
         acquire these PCPI Public Notes. Hollywood Casino Corporation
         eventually became the owner of the $38,779,000 of PCPI Public Notes
         that were purchased by PBC, Inc./6/

                   (g) In 1994, the PCPI Public Notes were refinanced. On
         February 17, 1994, yet another corporation in the GBCC group, known as
         PRT Funding Corp., issued $85,000,000 of public notes (the "PRT Public
         Notes") due April 15, 2004. The issuance was at first contemplated to
         be larger than this and the intention of GBCC, PPI and PCPI Funding was
         to retire all of the PCPI Public Notes with the proceeds of the
         issuance of the PRT Public Notes. However, not enough financing
         proceeds could ultimately be raised in the capital markets to retire
         all of the PCPI Public Notes and, moreover, there were operational
         needs and other needs for the funds from the PRT Public Notes in the
         GBCC group (particularly, in connection with GBHC, the owner of the
         Sands Hotel and Casino in Atlantic City). Thus, a portion of the
         proceeds from the $85,000,000 of PRT Public Notes was used to retire
         the $58,364,000 of PCPI Public Notes still held by the public, and
         GBCC, PPI and PCPI Funding reached an agreement with Hollywood Casino
         Corporation that the $38,779,000 principal amount of PCPI Public Notes
         held by Hollywood Casino Corporation would not be retired.

__________________________

         /5/ PBC, Inc. acquired the $38,779,000 principal amount of the PCPI
Public Notes for the sum of $18,359,000. The $18,359,000 was obtained by PBC,
Inc. from loans made to PBC, Inc. by unrelated third parties. No assets of any
of the Debtors were used to fund the purchase price paid by PBC, Inc. for the
PCPI Public Notes.

         /6/ Hollywood Casino Corporation became the owner of the $38,779,000 of
PCPI Public Notes acquired by PBC, Inc. because: (a) on November 8, 1990, a new
entity was formed named PRT Corporation, which would later be merged with PBC,
Inc. (with PRT Corporation being the survivor); and (b) PRT Corporation would
later, on May 15, 1992, change its name to Hollywood Casino Corporation
(hereinafter so called), making Hollywood Casino Corporation the direct owner of
the $38,779,000 of PCPI Public Notes.

                                                                         Page 21

<PAGE>

                   (h) Thus, $58,364,000 of the PCPI Public Notes (which had
         been held by the public) were extinguished in 1994 (replaced by yet
         different, new public note indebtedness--the PRT Public Notes),/7/ but
         $38,779,000 of the PCPI Public Notes remained outstanding, held by
         Hollywood Casino Corporation.

                   (i) Meanwhile, one of the Debtors, PPI Funding, had been
         formed in 1993. Then, on February 17, 1994, simultaneously with the
         extinguishment of the $58,364,000 PCPI Public Notes held by the public,
         PPI Funding acquired the $38,779,000 of PCPI Public Notes that
         Hollywood Casino Corporation owned.

                   (j) The consideration that PPI Funding exchanged with
         Hollywood Casino Corporation, for PPI Funding's purchase of the
         $38,779,000 of PCPI Public Notes from it, was a "zero-coupon note," in
         the deemed principal amount of $40,524,055 (the actual face amount of
         the note was $110,635,739.40), on which PPI Funding was the
         issuer/obligor./8/ Note that GBCC and PPI were not guarantors for the
         "zero-coupon note" (whereas GBCC and PPI had been guarantors on the
         PCPI Public Notes). This note issued on February 17, 1994, will
         henceforth be referred to as the "Original Zero-Coupon Note."

                   (k) Thus, as of February 17, 1994, PCPI Funding became
         obligated only to its sister-corporation, PPI Funding, on the PCPI
         Public Notes, and now only PPI Funding (not PCPI Funding, not GBCC and
         not PPI) was obligated to Hollywood Casino Corporation on $40,524,000
         of indebtedness (face amount = $110,635,739.40; evidenced by the
         Original Zero-Coupon Note).

____________________________

         /7/ It was these PRT Public Notes that were discharged in connection
with the 1999 Chapter 11 cases of Pratt Casino Corporation, PRT Funding Corp.,
and New Jersey Management, Inc. in 1999. See Exhibit D , as well as discussion
                                             ---------
in Section IV.A. herein.
   -------------

         /8/ An explanation of the deemed principal amount and face amount of
this zero-coupon note is as follows: The note was in the actual face amount of
$110,635,739.40. However, the note also, by its terms, specified that
$40,524,055 was deemed to have been advanced under the note and constituted the
outstanding principal amount of the note as of the date of its issuance
(February 17, 1994). This is because $40,524,055 was the amount deemed to be
equal to the consideration that was given by Hollywood Casino Corporation on
February 14, 1994 to PPI Funding in exchange for the zero-coupon note (in other
words, Hollywood gave to PPI Funding, in consideration for the zero-coupon note,
the $38,779,000 principal amount of PCPI Public Notes that it held, on which
there was a call premium of $1,745,055, which meant a total of $40,524,055 was
due in respect of the PCPI Public Notes). The zero-coupon note provided that
interest on the $40,524,055 deemed principal amount of the note would be accrue
at the rate of 14.875%, and would be due and payable as follows: interest would
be due and payable semiannually as it accrued, on February 17 and August 17 of
each year and at maturity (beginning with August 17, 1994), and the entire
principal amount of the note would be due and payable on February 17, 2006,
provided that through February 1, 2001, payment of interest on the note would be
made by an automatic advance under the note on each interest accrual date in an
amount equal to the accrued unpaid interest as of such interest accrual date,
and each advance would be added to and become a part of the unpaid principal
balance on the note and would bear interest. Thus (as set forth on a schedule
attached to the note), because of this interest-accrual-without-payment feature,
$110,635,739.40 would be the ultimate amount due on the note as of February 17,
2001 (the time when the automatic advancement of interest accruals was to stop,
with actual payments of semiannual interest being required thereafter).

                                                                         Page 22

<PAGE>

                   (l) On March 31, 1995, PCPI Funding executed an amendment and
         restatement of the PCPI Public Notes now held by PPI Funding. More
         specifically, to eliminate the expense and inconvenience of maintaining
         an indenture and having SEC-filing requirements (when the only
         remaining holder of the PCPI Public Notes was a member of the GBCC
         corporate group), the PCPI Public Notes were essentially replaced with
         a new note payable by PCPI Funding to PPI Funding (with GBCC and PPI
         executing an amended and restated guaranty so as to remain as
         guarantors on the new note), such new note being hereinafter referred
         to as the "PCPI Funding Replacement Note to PPI Funding".

                   (m) Three years after its issuance, on April 1, 1997, the
         Original Zero-Coupon Note (which had a face value of $110,635,739.40)
         was split into two separate notes. The first split-off note had a face
         value of $84,602,548.66 and the second split-off note had a face value
         of $13,750,000. The reason for splitting the Original Zero-Coupon Note
         into two notes was as follows: A subsidiary of Hollywood Casino
         Corporation (i.e., HWCC-Aurora Management, Inc. ("HWCCAMI")) was
         purchasing from PPI a 99% general partnership interest in a casino
         management company named Pratt Management, L.P. The consideration
         Hollywood Casino Corporation paid PPI for the partnership interest was,
         essentially, assigning to PPI a portion ($13,750,000 face amount, to be
         exact) of this Original Zero-Coupon Note./9/ Thus, after the conclusion
         of the transactions of April 1, 1997, there was one "zero-coupon note"
         held by Hollywood Casino Corporation (defined as the "Hollywood
         Zero-Coupon Note from PPI Funding"),/10/ with a face value of
         $84,602,548, and there was a second "zero-coupon note" in the amount of
         $13,750,000 now held by PPI Funding's direct-parent, PPI (defined as
         the "Split-Off Zero-Coupon Note from PPI Funding"). Both the Hollywood
         Zero-Coupon Note and the Split-Off Zero-Coupon Note from PPI Funding
         held by PPI have the same interest-accrual feature (i.e.,
         interest-accrual-without-payment feature, until February 17, 2001--the
         time when the automatic advancement of interest accruals was to stop)
         as the Original Zero-Coupon Note (as explained in footnote 8 herein).

                   (n) On December 17, 1997, Hollywood Casino Corporation
         decided to forgive $37,000,000 of the face amount ($23,630,771
         discounted amount) of the

_______________________

         /9/ Hollywood Casino Corporation also gave PPI additional consideration
for the 99% general partnership it was acquiring from PPI. More specifically,
Hollywood Casino Corporation additionally conveyed to PPI an assignment of
accrued interest in the amount of $350,000 (i.e., a portion of interest that had
accrued in connection with the Four GBCC Promissory Notes to Hollywood) and a
new promissory note from HWCCAMI to PPI in the original principal amount of
$3,800,000 (which note was amended and restated in a $2,160,199.63 Hollywood
Casino Corporation-to-PPI Note on October 13, 1999 (hereinafter, "PPI's $2
million Hollywood Receivable"). PPI's $2 million Hollywood Receivable was the
subject of a standstill agreement for several months, in light of the
substantial indebtedness owed back to Hollywood Casino Corporation by PPI's
subsidiary, PPI Funding. As explained at Section IV(H) of this Disclosure
                                         -------------
Statement, PPI's $2 million Hollywood Receivable was ultimately conveyed to HWCC
in December 2001.

         /10/ The new Hollywood Zero-Coupon Note from PPI Funding was actually
secured by the stock of Pratt Casino Corporation, a former subsidiary of PPI,
which proved worthless. Pratt Casino Corporation was the subject of a Chapter 11
case filed in 1999, as discussed previously at Section IV(A) herein, and no
longer exists.

                                                                         Page 23

<PAGE>

         indebtedness accumulated on the Hollywood Zero-Coupon Note from PPI
         Funding. As of the Petition Date, the PPI Funding indebtedness, in
         respect of the Hollywood Zero-Coupon Note from PPI Funding, is equal to
         $49,219,370.05.

                   (o) The April 1, 1997 split-off transaction was approved by
         HCC's three outside directors and by GBCC's two outside directors,
         Messrs Capaldi and Muir, all of whom had no affiliation with the
         Debtors or the Pratt family. The December 1997 debt forgiveness was an
         HCC only transaction and it was approved by HCC's three outside
         directors.

         3.  HWCC as Current Holder of the Four GBCC Promissory Notes to
             Hollywood and the Hollywood Zero-Coupon Note

             In December 2001, Hollywood Casino Corporation effectuated a
capital contribution to its wholly owned subsidiary HWCC, pursuant to which it
conveyed to HWCC the Hollywood Zero-Coupon Note from PPI Funding and the Four
GBCC Promissory Notes to Hollywood. Thus, HWCC is now the direct Creditor of
GBCC and PPI Funding, in respect of the Claims described in Section IV.B.1 and 2
                                                            --------------     -
hereinabove. LVSI contends that the HWCC debt may not be a valid claim because
it arose predominantly while Hollywood Casino Corporation was the parent of the
Debtor and that any redemption or repurchase by HWCC of the public debt of the
subsidiary during that period should not equitably be enforceable against the
Debtors. The Debtors dispute these contentions.

         4.  Hollywood Casino Corporation as Former Ultimate Parent of the
             Debtors

             At the time that the Four GBCC Promissory Notes to Hollywood were
executed (giving rise to Hollywood Casino Corporation's various Claims against
GBCC) and at the time most of the events underlying the Hollywood Zero-Coupon
Note from PPI Funding occurred, Hollywood Casino Corporation was the ultimate
publicly owned parent corporation of the Debtor-entities, owning directly 80% of
the Common Stock of GBCC (then known as Pratt Hotel Corporation). In late 1996,
Hollywood Casino Corporation spun off its 80% interest in GBCC to the Hollywood
Casino Corporation shareholders and Pratt Hotel Corporation (as GBCC was
then-known) then changed its name to GBCC. Thus, at least originally (at the
time when GBCC first became a publicly held company with public shareholders),
the GBCC shareholders were one-and-the-same as the Hollywood Casino Corporation
public shareholders.

         For several years prior to the spin-off, the Hollywood Casino
Corporation group of companies had engaged in a variety of hotel and gaming
acquisitions, developments and, in some cases, divestitures. As a result of
these activities, the corporate structure of, and the intercorporate finances
among, the Hollywood Casino Corporation group of companies became somewhat
complex.

                                                                         Page 24

<PAGE>

      As explained earlier, over the past several years, GBCC has divested (or
lost through bankruptcy proceedings) all of its hotel and casino properties and,
as of the Petition Date, conducted and had interests in only one remaining
operation: ACSC, a direct, wholly-owned subsidiary of PPI, which is not liable
for any of the Claims against these Debtors, and which is engaged in the casino
information technology systems and software business. The Court has approved a
sale of the stock of ACSC to Bally Gaming, Inc. (See Exhibit B). The sale is
                                                     ---------
expected to close on or before March 20, 2002. There are, however, quite a
number of intercorporate obligations among and between GBCC and its subsidiaries
that remain to this day.

      Although Hollywood Casino Corporation no longer has any equity ownership
interest in GBCC, a Management Services Agreement exists between GBCC and
Hollywood Casino Corporation, pursuant to which Hollywood makes available to
GBCC or its subsidiaries personnel, office facilities, and other resources on an
as-needed basis. GBCC is billed a fixed amount by Hollywood for the provision of
these resources of $25,600 per month and GBCC's subsidiary, ACSC, is billed
$6,200 per month for its utilization of Hollywood resources. These fixed amounts
are periodically reviewed for a determination of whether adjustments are
warranted.

C.    Recap: Assets and Liabilities of the Four Debtors as of Petition Date

      1.  GBCC

          Assets:
          -------

      .   Cash  $394,000.00 (est.)
          ----
      .   Deposits, Retainers, Refunds, receivables and other items approx.
          ---------------------------------------------------------
          $50,000 PPI Stock  --100% of the Common Stock of PPI.
                  ---------
          Value: $0

          Liabilities:
          ------------

      .   Notes Payable:
          --------------
          ..  Four GBCC Promissory Notes to Hollywood (Balance: $10,126,668.50).
          ..  GBCC $23,265,577 Promissory Note to PCPI Funding.
          ..  GBCC/Joplin DQ Promissory Note to PCPI Funding.
      .   Other Indebtedness/Payables:
          ----------------------------
          ..  GBCC $16,265,000 Indebtedness to PPI Funding.
          ..  GBCC $2,200,000 Indebtedness to PPI.
          ..  GBCC Guarantee of the PCPI Funding Replacement Note to PPI
          Funding. (Contingent Balance: $66,019,632).
      .   Miscellaneous Trade Debt and Taxes.
      .   Disputed LVSI Claim (Balance: proof of claim process to determine;
                 Debtors believe total allowed amount will not exceed $50,000).

                                                                         Page 25

<PAGE>

          2.   PPI

               Assets:
               -------

          .    Cash -- $1.5 million (est.)
               ----
          .    Miscellaneous Refunds/Receiveables -- $21,500 (est.)
               ----------------------------------
          .    Note(s) Receivable:
               -------------------
               ..   Split-Off Zero-Coupon Note (Balance: $15,492,168.00)
               ..   GBCC $2,200,000 Indebtedness to PPI.

          .    Office Furniture & Equipment - Value: $1,000.
               ----------------------------
          .    ACSC Stock --100% of the Common Stock of ACSC. Value: $14.6
               ----------
               million.
          .    PCPI Funding Stock --100% of the Common Stock of PCPI Funding.
               ------------------
               Value: $0.
          .    PPI Funding Stock --100% of the Common Stock of PPI Funding.
               -----------------
               Value: $0.

               Liabilities:
               -----------

          .    PPI Guarantee of the PCPI Funding Replacement Note to PPI
               Funding. (Contingent Balance: $66,019,632).
          .    Miscellaneous Trade Debt/Taxes. Balance unknown (believed $0;
               proof of claim process to determine).

          3.   PCPI Funding

               Assets:
               ------

          .    Cash -- $5,605.75.
               ----
          .    Note(s) Receivable:
               -------------------
               ..   GBCC $23,265,577 Promissory Note to PCPI Funding.
               ..   GBCC/Joplin DQ Promissory Note to PCPI Funding.

               Liabilities:
               ------------

          .    Notes Payable:
               --------------
               ..   PCPI Funding Replacement Note to PPI Funding. (Balance:
                    $66,019,632).
               ..   PCPI Funding $13,450 Indebtedness to PPI.

          4.   PPI Funding

               Assets:
               -------
          .    Cash -- $6,160.55
               ----
          .    Note(s) Receivable:
               -------------------
               ..   PCPI Funding Replacement Note to PPI Funding. (Balance:
                    $66,019,632).
               ..   GBCC $16,265,000 Indebtedness to PPI Funding.

                                                                         Page 26

<PAGE>

               Liabilities:
               ------------

          .    Notes Payable:
               --------------
               ..   Hollywood Zero-Coupon Note from PPI Funding. (Balance:
                    $49,219,370.05)
               ..   Split-Off Zero-Coupon Note. (Balance: $15,492,168.00).

           Attached at Exhibit "E" are the unaudited balance sheet, statement of
                       -----------
operations and cash flow as of and for the fiscal quarters ended March 31, June
30, and September 30, 2001 contained in Forms 10-Q filed by GBCC with the SEC,
on a consolidated basis, which have been prepared in accordance with generally
accepted accounting principles applied on a consistent basis throughout the
period covered thereby (except as noted therein), and are consistent in all
material respects with the books and records of the Debtors. Audited financials
for the Debtors for the year ending December 31, 2000 are on file with the SEC
as part of GBCC's Form 10K for that year. The auditors for the Debtors are
Deloitte & Touche.

D.         Board of Directors and Executive Officers of Debtors

           The Executive Officers of GBCC are currently: John C. Hull (Chairman
of the Board and Chief Executive Officer), Edward T. Pratt, Jr. (Vice Chairman
of the Board, Treasurer, and Assistant Secretary), Edward T. Pratt, III
(President and Chief Operating Officer), William D. Pratt (Executive Vice
President, Secretary and General Counsel), Charles F. LaFrano III (Vice
President and Assistant Secretary), and Lawrence C. Cole (Vice President for
Management Information Systems). The Board of Directors of GBCC is currently
comprised: Jack E. Pratt, Edward T. Pratt, Jr., William D. Pratt, Bernard A.
Capaldi, Michael J. Chesser, and John C. Hull.

           The Executive Officers of PPI are currently: Jack E. Pratt
(President), Edward T. Pratt, Jr. (Vice President/Treasurer), William D. Pratt
(Vice President/Secretary), Edward T. Pratt, III (Vice President/Assistant
Secretary), and John C. Hull (Vice President/Assistant Secretary). The Board of
Directors of PPI is currently comprised: Jack E. Pratt, Edward T. Pratt, Jr.,
William D. Pratt, and Edward T. Pratt, III.

           The Executive Officers of PCPI Funding are currently: Jack E. Pratt
(President), Edward T. Pratt, Jr. (Vice President/Treasurer), William D. Pratt
(Vice President/Secretary), Edward T. Pratt, III (Vice President/Assistant
Secretary), Charles F. LaFrano, III (Vice President), and John C. Hull (Vice
President/Assistant Secretary and Principal Accounting Officer). The Board of
Directors of PCPI Funding is currently comprised: Jack E. Pratt, Edward T.
Pratt, Jr., and William D. Pratt.

           The Executive Officers of PPI Funding are currently: Jack E. Pratt
(Chairman of the Board, President and Chief Executive Officer), Edward T. Pratt,
Jr. (Vice Chairman of the Board), William D. Pratt (Executive Vice President,
General Counsel, and Secretary), Edward T. Pratt, III (Executive Vice
President), Charles F. LaFrano, III (Vice President and Assistant Secretary) and
John C. Hull (Vice President/Assistant Secretary and Principal Accounting
Officer). The Board of Directors of

                                                                         Page 27

<PAGE>

PPI Funding is currently comprised: Jack E. Pratt, Edward T. Pratt, Jr., William
D. Pratt, and Edward T. Pratt, III.

           Note that the only salaried employee of any of the Debtors is John C.
Hull, who has an employment contract with GBCC, and is paid for his services as
CEO of GBCC. His annual salary for year 2001 was $215,000, plus a year-end bonus
of $35,000. A Motion to assume such employment agreement is anticipated to be
filed during the case, to ensure that the Estates can retain the benefit of Mr.
Hull's services through consummation of a Plan.

           GBCC currently has two disinterested members on its board of
directors: Michael J. Chesser, who has served as a director since September 9,
1997, and Bernard A. Capaldi, who has served as a director since 1988. In
addition, GBCC's board formerly included Edward Muir, who served as a director
from 1969 until his death in June, 2000, and James A. Colquitt, who served as a
director from 1986 until his resignation in November, 1995. During their tenure
as directors, none of these persons owned GBCC stock (except for Edward Muir who
owned some GBCC stock which was sold by December 5, 1996) or served as officers
or employees of GBCC. Other than fees related to their position as directors,
none of the current or former disinterested directors has received compensation
from GBCC or Hollywood Casino Corporation. Neither of the current disinterested
directors of GBCC has any connection with Hollywood Casino Corporation. All
material transactions between GBCC and Hollywood Casino Corporation were
reviewed and approved by the disinterested members of the GBCC board.

E.         Stock Ownership of GBCC Common Stock of Certain Beneficial Owners and
           Management

           The following is information about the number of shares authorized,
issued, and outstanding for each of GBCC and Hollywood Casino Corporation.
Concern has been expressed by one objecting creditor in these Cases (Las Vegas
Sands, Inc.) about Hollywood Casino Corporation possibly being and "insider" or
"affiliate" of the Debtors since certain members of the Pratt family are
shareholders of both entities. The Debtors do not believe Hollywood Casino
Corporation is an "insider" or "affiliate" as defined by Section 101 of the
Bankruptcy Code. There is no single person or entity that owns or has voting
control of at least 20% of the stock of GBCC (although LVSI contends that, if
members of the Pratt family were considered a consolidated group, the family
members collectively hold approximately 35% of the stock of GBCC). The following
table sets forth, as of the date of this Disclosure Statement, the number of
shares owned by any person that might be defined as an "insider" under the
Bankruptcy Code, known by GBCC to own beneficially Common Stock of GBCC,
including the number of shares owned beneficially by directors and executive
officers. Similar information is set forth for Hollywood Casino Corporation.
GBCC owns of record all of the issued and outstanding shares of common stock of
PPI. PPI owns of record all of the issued and outstanding shares of common stock
of each of PCPI Funding and PPI Funding.

           1. Stock Ownership

                                                                         Page 28

<PAGE>

          GBCC

          (a)  Authorized Stock:

               (i)  Common Stock: 10,000,000 shares ($0.10 par value)

               (ii) Preferred Stock

                    (A)  Class A Preferred Stock: 150,000 shares ($100 stated
                         value)

                    (B)  Class B Preferred Stock: 10,000,000 shares ($1.00 par
                         value)

          (b)  Issued Stock:

               (i)  Common Stock: 5,186,627 shares

               (ii) Preferred Stock

                    (A)  Class A Preferred Stock: 0 shares

                    (B)  Class B Preferred Stock: 0 shares

     Hollywood Casino Corporation

          (a)  Authorized Stock:

               (i)  Common Stock:

                    (A)  Class A Common Stock: 50,000,000 shares ($0.0001 par
                         value)

                    (B)  Class B Common Stock: 10,000,000 shares ($0.0001 par
                         value)

               (ii) Preferred Stock

                    (A)  Class A Cumulative Preferred Stock: 15,000 shares
                         ($0.01 par value)

                    (B)  Series Preferred Stock: 15,000,000 shares ($0.01 par
                         value)

                    (C)  Series A Junior Participating Preferred Stock:
                         1,000,000 shares ($0.01 par value)

          (b)  Issued Stock:

                                                                         Page 29

<PAGE>

               (i)  Common Stock: 25,333,865 shares

               (ii) Preferred Stock:

                    (A)  Class A Cumulative Preferred Stock: 0 shares

                    (B)  Series Preferred Stock: 0 shares

                    (C)  Series A Junior Participating Preferred Stock: 0 shares

                                                                         Page 30

<PAGE>

        2.   Issued Common Stock Ownership Table

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------
                                        GBCC                               HOLLYWOOD
----------------------------------------------------------------------------------------------
          Owner             Number of          Percentage       Number of           Percentage
                           Shares Owned        Ownership       Shares Owned         Ownership
-----------------------------------------------------------------------------------------------
<S>                        <C>                 <C>           <C>                    <C>
Maria A. Pratt             129,223 shares         2.49%         814,970 shares          3.22%
(Spouse of Edward
T. Pratt, Jr.)
----------------------------------------------------------------------------------------------
Edward T. Pratt III         82,510 shares         1.59%       1,083,713 shares          4.28%
----------------------------------------------------------------------------------------------
Sharon Pratt Naftel         77,396 shares/1/      1.49%         479,604 shares/1/       1.89%
(Adult child of
Edward T.Pratt,
Jr.))
----------------------------------------------------------------------------------------------
Diana Pratt Wyatt           77,396 shares/1/      1.49%         479,604 shares/1/       1.89%
(Adult child of
Edward T. Pratt,
Jr.)
----------------------------------------------------------------------------------------------
Carolyn Pratt               77,396 shares/1/      1.49%         479,604 shares/1/       1.89%
Hickey (Adult
child of Edward T.
Pratt, Jr.)
----------------------------------------------------------------------------------------------
Shawn Denise                27,453 shares          .53%         190,544 shares           .75%
Bradshaw (Adult
child of William D.
Pratt)
----------------------------------------------------------------------------------------------
Michael Shannan             27,453 shares          .53%         190,544 shares/2/        .75%
Pratt (Adult child
of William
D. Pratt)
----------------------------------------------------------------------------------------------
William D. Pratt            61,849 shares         1.19%          13,200 shares           .05%
----------------------------------------------------------------------------------------------
WDP Jr. Family              27,452 shares/2/       .53%         200,294 shares/2/        .79%
Trust (William D.
Pratt - Trustee)
----------------------------------------------------------------------------------------------
WDP Family, Ltd.                                                400,582 shares          1.58%
(William D. Pratt -
Managing General
Partner)
----------------------------------------------------------------------------------------------
Jack E. Pratt              658,738 shares        12.70%       4,110,477 shares         16.23%
----------------------------------------------------------------------------------------------
</TABLE>

___________________
/1/ Subject to voting trust arrangement giving Edward T. Pratt III voting power.
/2/ Subject to voting trust arrangement giving William D. Pratt or his successor
    voting power.

                                                                         Page 31

<PAGE>

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------
                                        GBCC                               HOLLYWOOD
---------------------------------------------------------------------------------------------------
          Owner                 Number of          Percentage       Number of           Percentage
                              Shares Owned          Ownership       Shares Owned         Ownership
---------------------------------------------------------------------------------------------------
<S>                        <C>                    <C>           <C>                    <C>
Jack E. Pratt,                80,246 shares/3/        1.54%         487,568 shares           1.92%
Custodian for
Michael Eldon
Pratt
---------------------------------------------------------------------------------------------------
Jack E. Pratt,                80,246 shares/3/        1.54%         487,568 shares           1.92%
Custodian  for
Caroline de
LaFontaine Pratt
---------------------------------------------------------------------------------------------------
C.A. Pratt Partners,          58,106 shares/3/        1.12%       1,642,001 shares           6.48%
Ltd. (Jack E. Pratt
- Managing
General Partner)
---------------------------------------------------------------------------------------------------
Jill Pratt LaFerney           87,159 shares           1.68%         508,316 shares/3/        2.01%
(Adult child of
Jack E. Pratt)
---------------------------------------------------------------------------------------------------
John R. Pratt                 87,159 shares           1.68%         521,616 shares/3/        2.06%
(Adult child of
Jack E. Pratt)
---------------------------------------------------------------------------------------------------
Edward T. Pratt, Jr.         180,469 shares           3.48%       1,102,544 shares           4.35%
---------------------------------------------------------------------------------------------------
Linda M. Pratt                60,172 shares           1.19%
(Ex-spouse of
William D. Pratt)
---------------------------------------------------------------------------------------------------
MEP Family                                                           14,000 shares            .06%
Partnership (Jack
E. Pratt -
Managing General
Partner)
---------------------------------------------------------------------------------------------------
CLP Family                                                            7,000 shares            .03%
Partnership (Jack
E. Pratt -
Managing General
Partner)
---------------------------------------------------------------------------------------------------
J.E. Pratt Gift                                                      27,500 shares/3/         .11%
Trust (Jack E. Pratt
- Trustee)
---------------------------------------------------------------------------------------------------
Various CAP                                                          11,600 shares/4/         .05%
testamentary trusts
---------------------------------------------------------------------------------------------------
</TABLE>

------------------
/3/ Subject to voting trust arrangement giving Jack E. Pratt or his successor
    voting power.
/4/ Controlled by Jack E. Pratt.

                                                                         Page 32

<PAGE>

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------
                                        GBCC                               HOLLYWOOD
---------------------------------------------------------------------------------------------------
          Owner                 Number of          Percentage        Number of           Percentage
                              Shares Owned          Ownership       Shares Owned         Ownership
---------------------------------------------------------------------------------------------------
<S>                        <C>                    <C>           <C>                    <C>
Theodore H. Strauss                                                    118,500 shares        .47%
--------------------------------------------------------------------------------------------------
James A. Colquitt                                                       10,000 shares        .04%
--------------------------------------------------------------------------------------------------
Oliver B. Revell III                                                     5,500 shares        .02%
--------------------------------------------------------------------------------------------------
Public                      3,306,204 shares            63.74%      11,947,016 shares      47.16%
--------------------------------------------------------------------------------------------------
TOTAL                       5,186,627 shares              100%      25,333,865 shares        100%
--------------------------------------------------------------------------------------------------

<CAPTION>
                                                GBCC Voting Groups
--------------------------------------------------------------------------------------------------
                                               GBCC
------------------------------------------------------------------------
          Owner                     Number of           Percentage of
                                     Shares                Shares
                                   Controlled             Controlled
------------------------------------------------------------------------
<S>                                <C>                          <C>
Jack E. Pratt                      888,936 shares               17.14%
------------------------------------------------------------------------
William D. Pratt                    89,301 shares                1.72%
------------------------------------------------------------------------
Edward T. Pratt, III               314,698 shares                6.07%
--------------------------------------------------------------------------------------------------
</TABLE>

F.       Disputed LVSI Claim

         1.       The "Sands" Trademark Licensing Agreement

         In years prior to the date of the filing of the Debtors' bankruptcy
petitions, GBCC (through certain subsidiaries), among other operations, owned
and operated a hotel and casino in San Juan, Puerto Rico, also known as the
Sands Hotel & Casino (the "San Juan Sands"). GBCC operated this hotel/casino
under the trademark name "Sands" (hereinafter, the "Trademark"), pursuant to a
Trademark License Agreement dated May 19, 1987 (the "License Agreement") between
Pratt Hotel Corporation, as licensee, and Hughes Properties, Inc., as licensor.
Pratt Hotel Corporation changed its name to Greate Bay Casino Corporation in
December 1996. Las Vegas Sands, Inc. ("LVSI"), claims to be the assignee or
successor in interest to Hughes Properties, Inc., the licensor under the License
Agreement.

         The License Agreement was effective on May 19, 1987 and contemplated a
99 year term, unless the License Agreement terminated earlier by its own terms.
The License Agreement requires, inter alia, GBCC to pay licensing fees to LVSI
for each GBCC Sands location that it operates in a certain geographic portion of
the West Indies.

         In November 1987, GBCC commenced operations in San Juan. Between the
effective date of the License Agreement (May 19, 1987) and the opening of the
San Juan Sands

                                                                         Page 33

<PAGE>

(November 1987), Licensee operated no hotel or casino location in the West
Indies and paid no royalties to LVSI. LVSI never demanded any royalties during
this time period where there was not a "Sands" location. Once the San Juan Sands
commenced operations in November 1987, GBCC timely paid royalties in connection
with the San Juan Sands for as long as it had an ownership interest in this
location. In 1997, GBCC sold all of its interest in the San Juan Sands to an
entity known as Puerto Rico Hotel OPCO, LP, SE, which was, and is, in no way
related to GBCC, and, soon thereafter, GBCC ceased any connection with the hotel
and casino operations at this location. The buyer promptly stopped operating
under the "Sands" name.

         GBCC informed LVSI that there had been a sale of the San Juan Sands and
notified LVSI that GBCC (as well as the purchaser of the San Juan Sands) would
cease using the "Sands" Trademark, vis-a-vis the former San Juan Sands, by no
later than August 30, 1997. GBCC also notified LVSI that the payment for August
1997 royalties would be the last payment received by LVSI relative to the San
Juan Sands location.

         Through pleadings filed in these case and statements made on the
record, LVSI has asserted that it has a claim against GBCC for unpaid royalty
payments for the time period from August 30, 1997 through the end of the
original 99 year term of the License Agreement. LVSI has estimated, in previous
court hearings and pleadings, that its claim could be "as high as $8.7 million,"
and that such claim has an "approximate present value of $2 Million." However,
on or about March 15, 2002, LVSI filed a proof of claim against each of the
Debtors in the amount of $20,120,052.00. The Debtors vehemently dispute this
Claim.

         2.       The Debtors' Adversary Proceeding Against LVSI

         In response to LVSI's alleged claim, on January 31, 2002, GBCC
commenced an adversary proceeding against LVSI (Adversary Proceeding No.
02-01803) by filing its Complaint for Declaratory Judgment that: (A) Las Vegas
Sands, Inc. is Entitled to no Claim Against the Debtors in Connection with the
License Agreement; (B) the License Agreement is De Facto Terminated; and (C)
Request for Expedited Discovery and Scheduling and Other Relief (the "LVSI
Adversary"). In the LVSI Adversary, GBCC seeks a declaratory judgment that LVSI
has no claim against the Debtors under the License Agreement. GBCC bases its
argument on the plain language of the contract: since GBCC operated no location
in the West Indies after August 30, 1997, it owed no royalties to LVSI after
August 30, 1997. GBCC also asserts that: (i) GBCC's cessation of casino
operations in San Juan combined with LVSI's inaction for the past four years
resulted in a de facto termination of the License Agreement; (ii) that the
License Agreement has terminated due to LVSI's cessation of normal business
operations in June of 1996 (by virtue of LVSI's cessation of operation of the
Las Vegas Sands); (iii) that LVSI's claim is time-barred by the applicable
statute of limitations and (iv) if LVSI is entitled to any claim, the amount
cannot exceed the discounted present value of the stream of royalty payments
over 87 years.

         On March 1, 2002, LVSI filed the Motion of Las Vegas Sands, Inc. to
Compel Arbitration Pursuant to License Agreement and to Stay Proceeding Pending
Arbitration (the "Arbitration Motion"). The Arbitration Motion has not yet been
resolved.

                                                                         Page 34

<PAGE>

         3.       Other Pleadings Filed by LVSI in These Cases

         Based, in part, upon the Debtors' position that LVSI has no valid
claims against the Debtors, on January 28, 2002, LVSI filed its (a) Objection of
Las Vegas Sands, Inc. to the Debtors' Motion for Order Authorizing Private Sale
of the Common Stock of the Wholly Owned Non-Debtor Subsidiary, and for Authority
to Assume Stock Purchase Agreement Relating Thereto; (b) Objection of Las Vegas
Sands, Inc. to Debtors' Alternative Motion for Order Approving: (i) Break-Up
Fee, Overbid Protections, and Certain Other Bid Procedures in Connection with
Proposed Sale of Common Stock of Advanced Casino Corporation; and (ii) Form and
Manner of Notice Related to Sale and (c) Supplemental Objection of Las Vegas
Sands, Inc. to Confirmation of the Sale of the ACSC Common Stock (the "LVSI Sale
Objections").

         LVSI appeared at the January 31, 2002, hearings on the Debtors' motion
for approval of the sale to Bally Gaming. LVSI examined witnesses and vigorously
presented its Sale Objections. At the conclusion of the January 31, 2002,
hearing, after considering the LVSI Sale Objections, the Court entered an Order
(on February 5, 2002) which provided for certain additional marketing of the
ACSC stock. The Order has been complied with and the sale to Bally Gaming has
been approved.

         In addition, LVSI has filed its (i) Objection of LVSI to Debtors' Joint
Disclosure Statement Dated December 28, 2001; (ii) Motion of Las Vegas Sands,
Inc. for Reduction of Exclusivity Period Within Which Only Debtors May File a
Plan; and (iii) Motion of Las Vegas Sands, Inc. for Order Appointing Trustee.
Debtors have objected to the relief requested and believe the Court will sustain
the Debtors' position in respect of each of LVSI's filings.

         4.       Treatment of LVSI's Disputed Claim

         HWCC has agreed to subordinate its Class 1 Claim, up to as much as $3
million, to any ultimately Allowed LVSI Claim. More specifically, prior to the
Effective Date of the Plan, the Court (upon a request by the Debtors, pursuant
to section 503(b) of the Bankruptcy Code) shall estimate the amount of the
disputed LVSI claim as if the dispute regarding GBCC's liability were resolved
in LVSI's favor. An amount of Cash equal to the lesser of $3 million and any
amount estimated by the Court (or agreed to between LVSI and the Debtors and
HWCC) shall be established as the "LVSI Reserve" and will be funded from PPI's
Cash and/or the Sale Proceeds that would otherwise be paid to HWCC in respect of
its Allowed Class 1 Claim. The LVSI Reserve, on the Effective Date, will be
delivered to the Liquidating Trustee and will be held in reserve until LVSI's
disputed claim becomes an allowed claim by final order of the Bankruptcy Court,
at which time such claim will be paid promptly out of the LVSI Reserve. After
the disputed LVSI claim is resolved or disallowed, the balance of the LVSI
Reserve shall be distributed to HWCC as the only holder of an allowed claim in
Class 1. To the extent LVSI ultimately has an Allowed Claim that is larger than
the amount of the LVSI Reserve, such excess Claim will receive treatment in
Class 6 of the Plan.

G.       Existing and Potential Litigation/Proceedings

         There is no existing and/or potential litigation/proceedings (in a
non-bankruptcy context) of which the Debtors are aware, that would involve any
of the three Debtors.

                                                                         Page 35

<PAGE>

H.       Preference and Other Avoidance Litigation

         During the ninety (90) days prior to the Petition Date, the Debtors
made various payments and other transfers to creditors on account of antecedent
debts. In addition, during the one-year period prior to the filing date, the
Debtors may have made certain transfers to, or for the benefit of, certain
"insider" creditors (pursuant to the Bankruptcy Code's definition of "insiders",
11 U.S.C. ss. 101(31)). While most of those payments were made in the ordinary
course of the Debtors' business, some of those payments may be subject to
avoidance and recovery by the Debtors' estates as preferential and/or fraudulent
transfers pursuant to sections 329, 544, 547, 548 and 550 of the Bankruptcy
Code.

         The Debtor, PPI, transferred the following consideration to Creditor
HWCC in December 2001 (i.e., within the preference period): $2 million in Cash
and PPI's $2 Million Hollywood Receivable (the latter of which was a note
receivable held by PPI on which Hollywood Casino Corporation was the maker, as
further referenced in footnote 9 herein). These payments were on account of the
Hollywood Zero-Coupon Note from PPI Funding. PPI made these transfers through a
capital contribution to its wholly-owned subsidiary PPI Funding, who is the
obligor on the Hollywood-Zero Coupon Note to PPI Funding, and then PPI Funding
offset amounts owed on the PPI note receivable from HCC against amounts owed by
it on the Hollywood Zero-Coupon Note. Then PPI Funding paid $2 Million cash in
respect of its obligation on the Hollywood Zero-Coupon Note. As discussed in
footnote 8 above, the Hollywood Zero-Coupon Note provided for interest payments
semi-annually on February 17 and August 17 of each year (beginning on August 17,
1994) and at maturity, with payments of interest through February 1, 2001,
effected by adding accrued interest to the unpaid principal balance on the
Hollywood Zero-Coupon Notes. Therefore, because the automatic advancement of
interest accruals stopped on February 17, 2001, actual cash payments of
semi-annual interest were to begin on August 17, 2001. In addition to the August
17, 2001 interest payment on the Hollywood Zero-Coupon Note due to HWCC, in late
2001, HWCC was owed $10,126,668.50 from GBCC, which represents the amount due
and payable under the Four GBCC Promissory Notes.

         After the 1996 spin-off of GBCC to Hollywood Casino Corporation's
shareholders, GBCC, PPI, PPI Funding and Hollywood Casino Corporation (and, more
recently, HWCC) had entered into standstill and forbearance agreements governing
the debts owed by the Debtors to Hollywood Casino Corporation (and, more
recently, HWCC). During all of 2001, GBCC, and Hollywood Casino Corporation were
negotiating to restructure the Debtors' obligations to HWCC. The transactions
and offsets by PPI Funding in December 2001 were made in furtherance of and in
connection with the standstill and forbearance agreement and were an integral
part of the negotiations. The transactions (i.e., the payments and offsets) were
undertaken to secure the cooperation of HWCC and Hollywood Casino Corporation in
structuring the accompanying Plan and obtaining HWCC's agreement in principle to
support the Plan. HWCC's agreement in principle to support the Plan is based
upon the assumption that of the sale of ACSC to the Purchaser will be approved
and consummated as described in the Plan.

                                                                         Page 36

<PAGE>

         In December 2001, when PPI transferred $2 Million in Cash and offset
the $2 Million Hollywood Casino Corporation receivable owed to PPI, HWCC was
insisting, as consideration for its continued forbearance on the debts owed to
it by the Debtors, that the transfer be made to HWCC (and offset be recognized).
Accordingly, because GBCC desired for HWCC to continue the long-standing
forbearance from pursuing its claims against the Debtors, and because GBCC had
concluded that the Plan would result in the resolution of its liabilities to
HWCC, the GBCC Board of Directors, including its independent directors, upon the
advice of outside counsel, agreed to the payment of $2 Million in Cash to HWCC
and the offset by PPI Funding of the $2 Million PPI note receivable from
Hollywood Casino Corporation.

         The Debtors do not believe these prepetition payments to HWCC would be
deemed preferences under section 547 of the Bankruptcy Code since the payments
did not enable HWCC to receive more than it otherwise would receive in a
hypothetical Chapter 7 case involving PPI Funding, or these Debtors generally.
This position is supported by the Plan's (i) payment in full of all claims of
trade creditors; (ii) establishment of the Chapter 11 Payables Reserve to
satisfy any disputed claim once such claim becomes an allowed claim by final
order of the Bankruptcy Court; (iii) HWCC's agreement to subordinate its claims
in Class 1 and Class 6 to the allowed amount of up to $3 million of LVSI's Claim
and (iv) the cancellation of the intercompany claims. Finally, any such other
Creditors that exist are Creditors of GBCC, and the transfers to HWCC that
occurred happened at the PPI and PPI Funding level.

         The Plan contemplates HWCC's claims will be allowed claims when the
Plan is confirmed. Thus there is no need for a mechanism by which the
liquidating trustee can pursue a recovery of the $2 Million payment. If the
Court determines that HWCC's claim should not be allowed, the Debtors will
reopen negotiations with HWCC regarding the treatment of its claims under the
Plan.

         Pursuant to section 1123(b)(3)(B) of the Code, except as otherwise
provided in the Plan or Confirmation Order, the Liquidating Trustee, on behalf
of the Debtors' Estates and holders of Allowed Claims and Allowed Interests,
shall retain all Causes of Action which the Debtors had or had power to assert
immediately prior to Confirmation of the Plan, including, without limitation,
actions for the avoidance and recovery pursuant to section 329 of the Code or
section 550 of the Code of transfers avoidable by reason of sections 544, 545,
547, 548, 549 or 553(b) of the Code, and may commence or continue, in any
appropriate court or tribunal, any suit or other proceeding for the enforcement
of such Causes of Action. All Causes of Action shall remain the property of the
Liquidating Trustee post-Effective Date, and, if pursued and any recovery is
ultimately realized, the proceeds of any such recovery would ultimately become
Miscellaneous Assets (to be disbursed to the Class 6 Claimant(s)). With respect
to any potential avoidance actions, in determining whether to pursue legal
remedies for the avoidance and recovery of any transfers, the likelihood of
successful recovery must be weighed against the legal fees and other expenses
that would likely be incurred by the Liquidating Trustee. Inasmuch as the
Debtors' investigation of such payments is in its initial phase, the Debtors are
unable to provide any meaningful estimate of the total amount that could be
recovered. The Debtors are unaware of any statutory liens, fraudulent conveyance
actions, or avoidable setoffs. As described above, the Plan contemplates that
all non-insider creditors except the Class 1 and 6 Claims (which are likely to
consist only of the HWCC Claims), will be paid in full. Accordingly, recovery on
preferences or avoidance actions from Creditors would provide no benefit

                                                                         Page 37

<PAGE>

to the Estates, except for, perhaps, a benefit to HWCC. Unless HWCC (as the
largest, and likely only, Class 1 and 6 Creditor) makes demand upon the Debtors
and/or the Liquidating Trustee to pursue preferences/avoidance actions prior to
Confirmation, the Debtors anticipate that no preference or avoidance actions
will be pursued.

Any creditor that received a pre-petition payment from the Debtors on or after
September 29, 2001 or, in the case of insiders, on or after December 29, 2000,
is hereby notified that the Debtors and/or Liquidating Trustee may sue it to
recover those payments if they constitute preferences under section 547 of the
Bankruptcy Code.

I.       Basis for Release of Claims Against Hollywood Casino Corporation

         The Debtors are not aware of any claims that might be asserted against
any insider nondebtors. The GBCC board of directors has for most of the relevant
time periods included three independent directors and since June 22, 2000, two
independent directors. The Debtors' independent directors have in every material
instance approved in advance and in some cases ratified the activities of GBCC
and its subsidiaries. The transaction between GBCC and Bally Gaming, Inc. and
the plan of reorganization were reviewed and independently approved by the
independent directors. Although HWCC is not an insider of any of the Debtors,
HCC, HWCC's parent was prior to December 31, 1996, also the 80% shareholder of
GBCC. Hollywood Casino Corporation was the parent corporation of the Debtors
when the obligations to HWCC, based upon the Four GBCC Promissory Notes to
Hollywood, originated. Although LVSI contends Hollywood Casino Corporation was
likewise the parent corporation of the Debtors when the obligation to HWCC,
based upon the Hollywood Zero-Coupon Note, originated, the Debtors dispute the
breadth of this statement, and refer readers to the chronology set forth in
Section IV(B)(2) herein (explaining the origin of the Hollywood Zero-Coupon
----------------
Note). All material transactions between Hollywood and its other direct and
indirect subsidiaries, on the one hand, and GBCC, on the other were and have
been subject to the independent review and approval of GBCC's independent
directors. Moreover, at all material times, GBCC and HCC were reporting
companies under the Securities Exchange Act of 1934. Pursuant to the Rules and
Regulations of the 1934 Act, either or both of HCC and GBCC reported all of
their related transactions on a contemporaneous basis and in Quarterly and
Annual Reports. GBCC has not received any communication from either the SEC or
any shareholder that any of the transactions should become the subject of a
lawsuit or claim against any insider or affiliate of GBCC or against any HCC
related party. In particular, there have been no demands or inquiries from
shareholders relating to the debts that give rise to HWCC's claims in these
Cases, notwithstanding their having been reported contemporaneously with their
consummation and thereafter in every annual report.

         Inasmuch as (i) no party in interest prior to LVSI in its Objection to
the Disclosure Statement has raised any claim that HWCC's claims are not valid
and binding obligations of certain of the Debtors and (ii) the independent
directors concluded in each instance that the transactions were in the interest
of GBCC and its subsidiaries, the Debtors have no basis for believing that there
may be claims against either GBCC insiders or HCC or any of its related parties.

                                                                         Page 38

<PAGE>

         Under the circumstances in which (i) HWCC is agreeing to payment of all
other allowed claims, and ultimately to the payment of less than 25% of its
allowed claims in these Cases and (ii) there being no facts asserted by LVSI or
otherwise known to the Debtors that would justify litigation against any insider
or any HCC entity, it was not unreasonable for HWCC to request and for the
Debtors to agree to a release of claims that the estates might have against the
HCC entities. The Plan has been amended to make clear that there is no intention
to effect any release of any claim that a creditor, equity security holder or
other party in interest may have in their own right, as opposed to rights
derived from the claims that the Debtors might have against third parties and
their officers, directors, employees and agents.

                         V. EVENTS LEADING TO BANKRUPTCY

         As addressed previously at Section IV.A. of this Disclosure Statement,
                                    -------------
in prior years, GBCC and its subsidiaries (including certain subsidiaries that
no longer exist) were actively involved in: (1) hotel ownership and the
management thereof; (2) management services for casino operations; and (3)
ownership of the Sands Hotel and Casino in Atlantic City, New Jersey. However,
as a result of various bankruptcies of GBCC subsidiaries, and other divestitures
in the ordinary course of business, GBCC and its subsidiaries are no longer
engaged in hotel and casino ownership and management services. GBCC's current
business activity consists solely of the operations of ACSC. While this entity
standing alone is profitable, the four Debtor entities are encumbered with debt
from previous years' activities.

         In the months prior to the filing of their bankruptcy cases, as the
continuing insolvency of the Debtors became more of an issue that impacted their
future viability, the Debtors began considering the possibility of marketing
ACSC, as a way to maximize value for the Debtors' Creditors and Interest
holders. In fact, the Debtors' Chapter 11 filing was the culmination of many
months of negotiations between the Debtors and Hollywood Casino Corporation,
concerning the significant indebtedness owed to HWCC, and the ultimate decision
to implement a restructuring of the indebtedness to it through a sale of ACSC
and the execution of such a sale through a Chapter 11 bankruptcy case.

A.       Formal Marketing of ACSC

         The Debtors, with the support and cooperation of Hollywood Casino
Corporation and HWCC, spent many months in 2000 and 2001 first independently
soliciting interest in a possible sale of either the assets of ACSC or the ACSC
Common Stock./11/ Then, in early 2001, Hollywood Casino

______________________

         /11/   Among other things, the Debtors obtained a third-party
independent appraisal, from the firm of Howard Frazier Barker Elliott, Inc.,
with regard to ACSC in order to better inform them as to third parties'
perceptions of value of ACSC, a copy of which appraisal will be made available
upon any party-in-interest's request to Debtors' counsel, and a copy of which
will also be submitted to the Court in connection with the hearing requesting
permission to sell, pursuant to section 363 of the Bankruptcy Code, the ACSC
Common Stock.

                                                                         Page 39

<PAGE>

Corporation retained CIBC World Markets ("CIBC") as a financial advisor to
assist GBCC, PPI and ACSC in a formal marketing process./12/

         CIBC, in cooperation with the Debtors and ACSC, actively marketed ACSC
and, among other things, sent a Confidential Information Memorandum to various
prospective purchasers for use in considering their interest in ACSC. CIBC
actively and aggressively pursued all reasonable alternatives for the sale of
ACSC. Among other things, it contacted numerous industry and financial parties
regarding capital infusion, business combinations, and outright acquisitions of
all or part of ACSC.

         Certain potential bidders signed confidentiality agreements with GBCC,
PPI and ACSC, and were permitted access to an ACSC "data room" for due-diligence
purposes. With the assistance of CIBC, the Debtors and ACSC fielded questions of
bidders. Initial indications of interest were received from four potential
bidders.

         By early fall 2001, CIBC, the Debtors, and ACSC focused their attention
on two serious players and negotiations commenced with these entities. These
entities submitted competing bids and draft stock purchase agreements. CIBC and
the Debtors analyzed the competing bids and draft stock purchase agreements to
determine which bid and proposed terms provided the greatest value to Creditors.

B.       Selection of Proposal of ACSC Acquisitions, Inc. a Wholly Owned
         Subsidiary of Bally Gaming, Inc., As Highest and Best Alternative

         On December 19, 2001, discussions between the Debtors and Bally Gaming,
Inc. culminated in an agreement by GBCC, PPI and ACSC to sell the ACSC Common
Stock to ACSC Acquisitions, Inc., a Nevada corporation and wholly owned
subsidiary of Bally Gaming, Inc.
(the "Purchaser")

         Although another pre-petition bid proposal was received, the highest
and best bid, considering both price and contingencies, was and continues to be
the proposal of the Purchaser to acquire the ACSC Common Stock for $14.6 million
cash, subject to certain purchase price adjustments and other adjustments as
more fully described in the Stock Purchase Agreement as amended./13/

-----------------------
         /12/   CIBC was actually engaged by Hollywood Casino Corporation (the
parent of the largest creditor, HWCC) and CIBC's fees have been, and will
continue to be, the responsibility of Hollywood Casino Corporation. The Debtors
submit that this is akin to the situation in which a creditors committee insists
on its own financial advisor being involved with the marketing of the
debtor-company.

         /13/   As initially negotiated, the most noteworthy potential
purchase-price adjustment (that could operate to either increase or decrease the
$14.6 million proposed purchase price) is described in Section 1.4(a) of the
Stock Purchase Agreement and pertains to the working capital balance of ACSC at
the time of closing of the proposed sale. More specifically, it is anticipated
that ACSC's working capital balance, at the time of closing of the sale to Bally
Gaming, will be within a range, or collar, between $5.1 million and $6.1
million. Within a few days after the closing, it is anticipated that ACSC will
deliver to the Debtors and the Purchaser (and HWCC) a balance sheet prepared as
of the date

                                                                         Page 40

<PAGE>

         Based upon the SPA, the Debtors filed a Motion for Order Authorizing
Private Sale of the Common Stock of Wholly Owned Non-Debtor Subsidiary, Advanced
Casino Systems Corporation, Free and Clear of Liens, Claims, and Encumbrances,
pursuant to 11 U.S.C. (S) 363(f) and F.R.B.P. 6004, and for Authority to Assume
Stock Purchase Agreement Relating Thereto, pursuant to 11 U.S.C. (S) 365 (and
Brief in Support Thereof) (hereinafter, "Sale Motion"). The Sale Motion
specifically requested the entry of an order: (a) authorizing GBCC and PPI to
assume the Stock Purchase Agreement, pursuant to section 365 of the Bankruptcy
Code, (b) further authorizing GBCC and PPI to implement the Stock Purchase
Agreement and approving all ancillary agreements incorporated therein or
relating thereto,/14/ and (c) authorizing PPI to convey to the Purchaser the

--------------------------------------------------------------------------------
of the closing that reflects what the working capital balance is as of the time
of the closing and that, if such balance is less than $5.1 million, then the
$14.6 million purchase price will be decreased by the difference, and if such
balance is more than $6.1 million, then the $14.6 million purchase price will be
increased by the difference. For purposes of providing for PPI's potential
obligation to, essentially, return a portion of the sale proceeds, in the event
that ACSC's working capital balance turns out to be less than $5.1 million, a
$2.6 million secondary escrow is proposed to be established and it is proposed
that these escrow proceeds will either be released to the Debtor PPI (in the
event that the ACSC working capital balance turns out to be equal to or greater
than $5.1 million, as is anticipated) or an appropriate amount of the secondary
escrow will be released to Purchaser, in the event that the working capital
balance turns out to be less than $5.1 million. As a result of the Debtors'
inability to obtain Court approval of certain provisions of the Stock Purchase
Agreement, Bally Gaming required an amendment to the Agreement that eliminated
the Debtors receiving the benefit of any positive working capital variances.

The only other potential purchase price adjustment that might result would be in
the event there is ever determined to be any breach of a representation,
warranty or covenant made by the Debtors in the Stock Purchase Agreement. A
primary escrow in the amount of $1,000,000 is proposed to be established (from
the $14.6 million of sale proceeds) to provide for any such liability of the
Debtors that might arise for any such alleged breach by the Debtors. This would
be the sole remedy for the Purchaser for any such alleged breach (except in the
case of fraudulent, illegal or certain other types of knowing and willful
breaches, as defined in Section 14.4 of the Stock Purchase Agreement). The
primary escrow is proposed to be kept in place for eighteen months.

    /14/   The ancillary agreements referred to would include, in pertinent
           part:

(1) Two Escrow Agreements (Exhibits B and C to the Stock Purchase Agreement),
    ---------------------
pursuant to which an aggregate of $3,600,000 of the $14.6 million of sale
proceeds shall be kept in escrow for a period of time (see footnote 13 herein,
for a more detailed explanation of both the Secondary Escrow Agreement, pursuant
to which $2,600,000 of the sale proceeds will be kept in escrow for a short
period of time, and the Primary Escrow Agreement, pursuant to which $1,000,000
of the sale proceeds will be kept in escrow for an 18-month period).

(2) A form of new License and Maintenance Agreement (not an Exhibit to the Stock
    -----------------------------------------------
Purchase Agreement, but referenced in the Stock Purchase Agreement), to be
entered into between ACSC and each of Hollywood Casino-Aurora, Inc., Hollywood
Casino Shreveport and HWCC-Tunica, Inc. (three wholly owned subsidiaries of
Hollywood Casino Corporation, each of which are already licensed to use the
technology of ACSC), which will be effective after a closing of the proposed
sale to Purchaser. The purpose of the new form of License and Maintenance
Agreement is to give these Hollywood Casino Corporation subsidiaries most
favored nation status as to certain pricing and terms with ACSC going forward
and the right to make future upgrades with regard to ACSC's technology. Whereas
this type of form of License and Maintenance Agreement is not atypical, and
there are other large customers of ACSC who have comparable arrangements, these
particular Hollywood subsidiaries' agreements are acknowledged in the Stock
Purchase Agreement, and are being specifically disclosed herein (in the interest
of full and fair disclosure), since HWCC, a wholly owned subsidiary of Hollywood
Casino Corporation, is the largest creditor herein and since

                                                                         Page 41

<PAGE>

ACSC Common Stock. In exchange, the Purchaser shall pay to PPI an estimated
purchase price of $14.6 million, subject to those certain purchase-price
adjustments and other adjustments mentioned previously.

         Recognizing the possibility that the Court might require a formal
postpetition auction process before approving the sale of the ACSC Common Stock,
in addition to the Sale Motion, the Debtors' filed their Alternative Motion for
Order Approving (i) Break-Up Fee, Overbid Protections, and Certain Other Bid
Procedures in Connection with Proposed Sale of Common Stock of Non-Debtor
Subsidiary, Advanced Casino Systems Corporation, and (ii) Form and Manner of
Notice Related to the Sale.

         On January 31, 2002, the Court held a hearing to consider the Sale
Motion and the Alternative Bid Procedures Motion. As previously noted, LVSI
objected to the Sale Motion and participated actively in the January 31, 2002
hearing, and a subsequent telephonic hearing on February 4, 2002. Based upon the
evidence presented at the hearing, the Court on February 5, 2002, entered its
Order Continuing Hearing on Debtors' Sale Motion and Approving (i) Break-up Fee,
Overbid Protections, and Certain Other Bid Procedures in Connection with
Proposed Sale of Common Stock of Non-Debtor Subsidiary, Advanced Casino Systems
Corporation, and (ii) Form and Manner of Notice Related to Sale (the "Bid
Procedures Order"). In the Bid Procedures Order, the Court continued the hearing
on the Sale Motion and approved various procedures for bidding on and possible
auction of the ACSC Common Stock. These procedures include a break-up fee of
$400,000 and expense reimbursement of up to $150,000 to be paid to the Purchaser
as an administrative expense in the event that a competing bidder was the
ultimate purchaser of the ACSC Common Stock. In addition, the Court instituted
several qualifications for competing bids including, inter alia, requirements
that competing bids (i) include a form of agreement substantially similar to the
Stock Purchase Agreement; (ii) be in all cash; (iii) not be contingent upon due
diligence, financing or regulatory approval and (iv) provide aggregate
consideration having a value equal to an amount which is at least the sum of the
purchase price

--------------------------------------------------------------------------------
Hollywood Casino Corporation negotiated this new form of License and Maintenance
Agreement on a dual track with Debtors' negotiation of the Stock Purchase
Agreement.

(3) The Third Amendment to Employment Agreement between Larry Cole, the
    -------------------------------------------------------------------
President of ACSC, and ACSC (Exhibit G to the SPA), pursuant to which Mr. Cole,
---------------------------
who originally created ACSC's technology and whose continued involvement with
ACSC, for at least some period of time, would have been critical to any buyer,
is given a continuing employment agreement, and Mr. Cole is also giving
Purchaser an extension of a non-compete agreement he has previously had in place
with ACSC. It should also be noted that, pursuant to a Second Amendment to
Employment Agreement with Mr. Cole, executed between ACSC and Mr. Cole
prepetition, ACSC promised certain "Sale Incentive Compensation" to Mr. Cole in
the event of a sale of ACSC (whether an asset sale or stock sale) to any
unrelated third-party. The Sale Incentive Compensation promised by ACSC to Mr.
Cole, in the event of a sale of ACSC to an unrelated third party, was: 5% of any
sale proceeds up to $8 million; 10% of any sale proceeds in excess of $8
million; and 15% of any sale proceeds in excess of $15 million. In order to
avoid any issues as to the enforceability of this prepetition Second Amendment
to Employment Agreement in the bankruptcy case, and the issue of whether Mr.
Cole indeed has a legal or equitable entitlement to the Sale Incentive
Compensation, HWCC has agreed, in this Third Amendment to Employment Agreement,
that it will pay the Sale Incentive Compensation to Mr. Cole, as defined in the
Second Amendment to Employment Agreement, from the distribution it ultimately
receives in these bankruptcy cases, pursuant to the Plan, and yet another escrow
agreement is contemplated to provide for this payment.

                                                                         Page 42

<PAGE>

provided for in the Stock Purchase Agreement plus the break-up fee amount plus
the expense reimbursement amount plus $1. The Court also ordered that no
competing bid would be considered unless the Debtors reasonably determined that
the bidder has the financial ability to close the transaction and imposed March
1, 2002 as the bid deadline.

         As part of the Bid Procedures Order, the Court established an auction
procedure in the event that the Debtors received competing bids for the ACSC
Common Stock. Pursuant to the Bid Procedures Order, bidders that submitted
qualifying bids would have been able to participate in an auction commencing at
11:00 a.m. E.S.T., Tuesday, March 5, 2002 at the offices of Klehr, Harrison,
Harvey, Branzburg & Ellers LLP. For purposes of the auction, the Court set the
initial overbid requirement at $200,000 and required subsequent overbids to be
at least $100,000 greater than the initial overbid. The Court also set a
continued hearing on the Sale Motion for March 6, 2002 at 3:00 p.m., at which
time the Debtors were to announce whether any competing bids were received and
the identity of the prevailing bidder. If the Debtors received no competing
bids, the Court indicated that it would approve the sale to Purchaser.

         In the Bid Procedures Order, the Court required the Debtors to solicit
competing bids for the ACSC Common Stock by serving the Bid Procedures Order and
notice of the opportunity to submit competing bids and the continued hearing on
the Sale Motion to several parties, including certain financial investors,
publicly traded corporations registered with or reporting to the Nevada Gaming
Commission, licensed casino operator in Atlantic City, major companies licensed
as manufacturers of gaming devices in Nevada and New Jersey and any persons
designated by LVSI. The Court also required the Debtors to publish notice in
local newspapers in Atlantic City and Las Vegas. Finally, the Court required the
Debtors to give reasonable informational access to potential bidders with the
financial ability to purchase the ACSC Common Stock.

         On, February 8, 2002 the Debtors served a Notice of Bid Procedures and
Auction for Proposed Sale of Common Stock of Advanced Casino Systems Corporation
and a copy of the Bid Procedures Order on all parties on the Debtors' master
service list and on all parties contemplated by the Bid Procedures Order. The
Debtors caused similar notices to be published in the Las Vegas Review Journal
and the Press of Atlantic City on February 15, 16, and 17, 2002. The Debtors
received no bids or any other inquiries from potential purchasers of the ACSC
Common Stock. For this reason, the Debtors did not conduct an auction on March
5, 2002. Nonetheless, Debtor representatives were present at the offices of
Klehr, Harrison, Harvey, Branzburg & Ellers LLP at 11:00 a.m. E.S.T. on March 5,
2002. No person appeared expressing any interest in the ACSC stock. On March 6,
2002, the Court resumed the hearing on the Sale Motion and approved the sale of
the ACSC Common Stock to Purchaser pursuant to the Stock Purchase Agreement and
entered its Order Approving the Sale of All of the Issued and Outstanding Shares
of Stock of Advanced Casino Systems Corporation to ACSC Acquisitions, Inc., Free
and Clear of All Liens, Claims, Interests and Encumbrances, and Assumption of
Stock Purchase Agreement, as Amended, Under sections 105, 363(f) and 365 of the
Bankruptcy Code (the "Sale Order"). The closing of the Sale occurred March 19,
2002. Gross proceeds are expected to be $14.6 Million.

                                                                         Page 43

<PAGE>

              VI. POST-BANKRUPTCY OPERATIONS AND SIGNIFICANT EVENTS

A.       Post-Bankruptcy Operations

         Since the Debtors filed their voluntary petitions on December 28, 2001,
the Debtors have continued to operate in the normal course of business. The
Debtors have not made any significant purchases or sales of assets, and the
Debtors are paying postpetition obligations (except for those subject to Court
approval) as they become due.

B.       Significant Orders Entered During the Case

         On the Petition Date, the Debtors filed a number of motions designed to
allow them to continue their business in the ordinary course without unnecessary
disruption as a result of the bankruptcy filings. The Court entered orders that,
among other things, allowed the Debtors' cases to be jointly administered,
allowed the Debtors to maintain their bank accounts and cash management system,
set a shortened bar date for the filing of proofs of claim, and authorized the
Debtors to employ certain professionals including the law firms of Haynes and
Boone, L.L.P. ("H&B") and Klehr, Harrison, Harvey, Branzburg & Ellers ("Klehr").

In response to the Debtors' Sale Motion and the Alternative Bid Procedures
Motion, on February 5, 2002, the Court entered the Bid Procedures Order, and on
March 6, 2002, the Court entered the Sale Order, all as described in more detail
in Section V.B. above.

C.       Professionals' Fees and Expenses

         1.       Professionals employed by the Debtors

         H&B was employed as co-counsel to the Debtors pursuant to Court Order
dated January 28, 2002. H&B was retained to serve as the Debtors' bankruptcy and
general counsel. Prior to the Petition Date, the Debtors paid H&B a $75,000
retainer, which H&B currently holds.

         Klehr was employed as co-counsel to the Debtors pursuant to Court Order
dated January 28, 2002. Klehr was retained to perform general bankruptcy
services for the Debtors. Prior to the Petition Date, the Debtors paid Klehr a
$25,000 retainer (plus $3,320 for Bankruptcy Court filing fees), which Klehr
currently holds.

         H&B estimates its fees and expenses during this Chapter 11 case may be
$600,000. Klehr estimates its fees and expenses during this Chapter 11 case may
be $150,000. H&B and Klehr will file first and final fee applications at the end
of the Chapter 11 cases requesting reimbursement of their fees and expenses
incurred during the Chapter 11 cases.

                                                                         Page 44

<PAGE>

         As explained further in section VII.E.1 (a)(ii), payment of Chapter 11
professional fees as finally allowed will be prorated between GBCC and PPI.

                          VII. DESCRIPTION OF THE PLAN

A.       Introduction

         A summary of the principal provisions of the Plan and the treatment of
Classes of Allowed Claims and Interests is set out below. The summary is
qualified in its entirety by the Plan. This Disclosure Statement is only a
summary of the terms of the Plan. It is the Plan and not the Disclosure
Statement that governs the rights and obligations of the parties.

B.       Designation of Claims and Interests

         The following is a designation of the classes of Claims and Interests
under this Plan. In accordance with section 1123(a)(1) of the Bankruptcy Code,
Administrative Claims and Tax Claims have not been classified and are excluded
from the following classes. A Claim or Interest is classified in a particular
class only to the extent that the Claim or Interest qualifies within the
description of that class, and is classified in another class or classes to the
extent that any remainder of the Claim or Interest qualifies within the
description of such other class or classes. A Claim or Interest is classified in
a particular class only to the extent that the Claim or Interest is an Allowed
Claim or Allowed Interest in that class and has not been paid, released or
otherwise satisfied before the Effective Date; a Claim or Interest which is not
an Allowed Claim or Interest is not in any Class. Notwithstanding anything to
the contrary contained in the Plan, no distribution shall be made on account of
any Claim or Interest which is not an Allowed Claim or Allowed Interest.

           Class                                         Status
           -----                                         ------

Claims

Class 1:   HWCC's Claim against                 Impaired - entitled to vote
           PPI Funding, in respect of
           respect of the Hollywood
           Zero-Coupon Note from PPI
           Funding, which Claim is
           Allowed by this Plan in
           the total amount of
           49,219,370.05.

Class 2:   Intercompany Claims Against          Impaired - entitled to vote
           GBCC (consisting of:
           (a) PPI's Claim against

                                                                         Page 45

<PAGE>

            GBCC in respect of the GBCC
            $2,200,000 Indebtedness to PPI; (b)
            PPI's $350,000 Claim against GBCC;
            (c) PCPI Funding's Claim against
            GBCC in respect of the GBCC
            $23,265,577 Promissory Note to PCPI
            Funding; (d) PCPI Funding's Claim
            against GBCC in respect of the
            GBCC/Joplin DQ Promissory Note to
            PCPI Funding; and (e) PPI Funding's
            Claim against GBCC in respect of
            the GBCC $16,265,000 Indebtedness
            to PPI Funding).

Class 3:    Intercompany Claims Against PCPI         Impaired - entitled to vote
            Funding

            (consisting of: (a) PPI's Claim
            against PCPI Funding in respect of
            the PCPI $13,450 Indebtedness to
            PPI; and (b) PPI Funding's Claim
            against PCPI Funding in respect of
            the PCPI Funding Replacement Note
            to PPI Funding).

Class 4:    Intercompany Claims Against              Impaired - entitled to vote
            PPI Funding

            (consisting of PPI's Claim Against
            PPI Funding in respect of the
            Split-Off Zero-Coupon Note from PPI
            Funding).14

Class 5:    Unsecured Convenience Claims         Impaired/15/ - entitled to vote
            Against any of GBCC, PPI, PCPI
            Funding or PPI Funding

            (consisting of any trade claim or
            other Unsecured Claim in the amount
            of $15,000 or less, or any that
            elect to reduce their Claims to
            $15,000; any

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

       /15/     LVSI objects to the description of Class 5 as "impaired." The
Debtors believe Class 5 is technically "impaired" as a result of the 1994
amendments to the Bankruptcy Code (such amendments deleted subsection (3) of
section 1124, which formerly provided that creditors were unimpaired, and, thus,
not entitled to vote or receive postpetition interest, to the extent they were
paid the allowed amount of their claims in cash on the effective date of a
reorganization plan).

                                                                         Page 46

<PAGE>

           such Claims are believed to be
           only against GBCC).

Class 6:   General Unsecured Claims                  Impaired - entitled to vote
           against any of GBCC, PPI, PCPI
           Funding, or PPI Funding, not otherwise
           classified

           (Class 6 is believed to consist only
           of the Claims of HWCC in respect of
           the Four GBCC Promissory Notes to
           Hollywood, which Claims are Allowed by
           this Plan in the aggregate amount of
           $10,126,668.50 However, LVSI and a
           former employee of a former GBCC
           affiliate have filed Proofs of Claims
           that the Debtors dispute which would
           be Claims in Class 6 if they became
           Allowed Claims).

C.    Interests

Class 7:      Interests of GBCC's                Impaired - not entitled to vote
              Equity Security Holder             (deemed to reject; 11 U.S.C.
                                                 (S)1126(g))

Class 8:      Interests of PPI's                     Impaired - entitled to vote
              Equity Security Holder

Class 9:      Interests of PCPI Funding's            Impaired - entitled to vote
              Equity Security Holder

Class 10:     Interests of PPI Funding's             Impaired - entitled to vote
              Equity Security Holder

D.    Identity of the Debtors' Creditors

      The following table identifies all known creditors of the Debtors. For
each creditor, the table notes the Plan classification, the amount of the claim
or interest and the basis for the claim or interest. By listing claims or
interests in this table, the Debtors are not admitting the validity of the
claims or interests and reserve the right to file objections to any claim or
interest listed in the table.

                                                                         Page 47

<PAGE>

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
   Plan Class          Claimant               Amount                     Basis for Claim or Interest
--------------------------------------------------------------------------------------------------------------------
    <S>           <C>                    <C>                  <C>
     Class 1      HWCC                   $49,219,370.05       Claim against PPI Funding in respect of the
                                                              Hollywood Zero-Coupon Note from PPI
--------------------------------------------------------------------------------------------------------------------
     Class 2      PPI                    $    2,200,000       Intercompany claim against GBCC based on advances
                                                              received from PPI
                 ---------------------------------------------------------------------------------------------------
                  PPI                    $      350,000       Intercompany claim against GBCC based on accrued
                                                              interest originally due to Hollywood Casino
                                                              Corporation assigned to PPI in 1998
                 ---------------------------------------------------------------------------------------------------
                  PCPI Funding           $57,109,961.00       Intercompany claim against GBCC based on notes
                                                              payable to  PCPI Funding
                 ---------------------------------------------------------------------------------------------------
                  PPI Funding            $   16,265,000       Intercompany claim against GBCC based on advances
                                                              from PPI Funding
--------------------------------------------------------------------------------------------------------------------
     Class 3      PCPI                   $       13,450       Intercompany claim against PCPI Funding based on
                                                              cash advances
                 ---------------------------------------------------------------------------------------------------
                  PPI Funding            $   66,019,632       Intercompany claim against PCPI Funding based on
                                                              PCPI Funding Replacement Note to PPI Funding
--------------------------------------------------------------------------------------------------------------------
     Class 4      PPI                    $   15,492,168       Intercompany claim against PPI Funding based on the
                                                              Split-Off Zero-Coupon Note from PPI Funding
--------------------------------------------------------------------------------------------------------------------
     Class 5      Depository Trust       $        90.00       Claim against GBCC arising in ordinary course of
                                                              business
                 ---------------------------------------------------------------------------------------------------
                  Continental Stock      $     1,026.92       Claim against GBCC arising in ordinary course of
                                                              business
                 ---------------------------------------------------------------------------------------------------
                  Cox & Smith            $     8,567.47       Claim against GBCC/16/ arising in ordinary course of
                                                              business
                 ---------------------------------------------------------------------------------------------------
                  Brown, Previti &       $          880       Claim against PPI arising in ordinary course of
                  Caroll                                      business
                 ---------------------------------------------------------------------------------------------------
                  Deloitte & Touche      $          775       Claim against PPI arising in ordinary course of
                                                              business
                 ---------------------------------------------------------------------------------------------------
                  Schreck, Brignone,     $       187.50       Claim against PPI arising in ordinary course of
                  Godfrey                                     business
                 ---------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------------------------
     Class 6      HWCC                   $10,126,668.50       Claim against GBCC based on unsecured Promissory
                                                              Notes dated 10.29.93, 7.12.96, 8.2.96 and 8.7.96
                 ---------------------------------------------------------------------------------------------------
                  LVSI                   $20,120,052.00       Claim against Debtors based on trademark license
                 ---------------------------------------------------------------------------------------------------
                  Greate Bay Hotel &     Disputed; No debt    Claim against GBCC under tax indemnification
                  Casino, Inc.           owed                 agreement
                 ---------------------------------------------------------------------------------------------------
                  William D. Pratt, Jr.  $ 3,025,000.00       Claim  against  GBCC  of  a  former  employee  of  an
                                                              affiliate, based on alleged employee claims
--------------------------------------------------------------------------------------------------------------------
</TABLE>

--------------------
      /16/    Claimant holds a retainer from GBCC that will likely be applied to
              satisfy Claimant's claim in full.

                                                                         Page 48

<PAGE>

<TABLE>
--------------------------------------------------------------------------------------------------------------------
     <S>          <C>                    <C>                  <C>
     Class 7      GBCC's equity          N/A
                  security holders
--------------------------------------------------------------------------------------------------------------------
     Class 8      PPI's equity security  N/A
                  holder

--------------------------------------------------------------------------------------------------------------------
     Class 9      PCPI Funding's equity  N/A
                  security Holder

--------------------------------------------------------------------------------------------------------------------
    Class 10      PPI Funding's equity   N/A
                  security holder
--------------------------------------------------------------------------------------------------------------------
  Unclassified    Haynes and Boone, LLP  $ 600,000 (est.)     estimated administrative claim based on legal fees
                                                              incurred from Petition Date through May, 2002
                 ---------------------------------------------------------------------------------------------------
                  Klehr, Harrison,       $ 150,000 (est.)     estimated administrative claim based on legal fees
                  Harvey, Branzburg &                         incurred from Petition Date through May, 2002
                  Ellers LLP
                 ---------------------------------------------------------------------------------------------------
                  Internal Revenue       $ 100,000            estimated priority tax claim against GBCC based on
                  Service                                     alternative minimum tax/17/
                 ---------------------------------------------------------------------------------------------------
                  Internal Revenue       $   5,000            priority tax claim against GBCC for tax period
                  Service                                     ending 12.31.00
--------------------------------------------------------------------------------------------------------------------
</TABLE>

E.    Treatment of Claims and Interests

      1.    Treatment of Unclassified Claims

            (a)    Allowed Administrative Claims.

                   (i)  General. Subject to the bar date provisions in the Plan
(to the extent applicable), each holder of an Allowed Administrative Claim shall
receive Cash (from the Chapter 11 Payables Reserve) equal to the unpaid portion
of such Allowed Administrative Claim on the later of (1) the Effective Date or
as soon as practicable thereafter, (2) the date on which such Claim becomes an
Allowed Administrative Claim, or (3) such other date as is mutually agreed upon
by (a) the Debtors and/or the Liquidating Trustee and (b) the holder of such
Claim.

                   (ii) Bar Date for Administrative Claims.

                        *General Provisions. Except as provided in Article
                                                                   -------
3.1(C) of the Plan, and except with regard to statutory fees pursuant to 28
------
U.S.C. (S)1930, requests for payment of Administrative Claims must be Filed no
later than forty-five (45) days after the Effective Date. Holders of
Administrative Claims (including, without limitation, professionals requesting
compensation or reimbursement of expenses) that are required to File a request
for payment of such

-----------------------
      /17/ The Alternative Minimum Tax has not yet been assessed against GBCC.
The Debtors believe that this claim will not exceed $100,000.

                                                                         Page 49

<PAGE>

Claims and that do not File such requests by the applicable bar date shall be
forever barred from asserting such Claims against the Debtors, the Estates, the
Liquidating Trustee, any of their affiliates, or any of their respective
property.

                     *Professionals. All professionals or other entities
requesting compensation or reimbursement of expenses pursuant to sections 327,
328, 330, 331, 503(b) and 1103 of the Bankruptcy Code for services rendered
before the Effective Date (including, without limitation, any compensation
requested by any professional or any other entity for making a substantial
contribution in the Bankruptcy Case) shall File and serve on the Debtors and/or
Liquidating Trustee and their counsel, any official committee appointed in this
Bankruptcy Case and its counsel, and the United States Trustee an application
for final allowance of compensation and expenses no later than forty- five (45)
days after the Effective Date. Any professional fees and reimbursements of
expenses incurred by Debtors or any official committees (or any successor
thereto), relating solely to the closing of the transactions contemplated by the
Plan, objections to Claims and the prosecution of fee applications subsequent to
the Effective Date, shall be paid by the Liquidating Trustee from the remaining
Chapter 11 Payables Reserve without application to the Bankruptcy Court. Payment
of professional fees, as allowed by final order, will be prorated between GBCC
and PPI based on the ratio of Effective Date Cash in each estate to total cash
in all estates.

                     *Objections to Administrative Claims, Including Those of
Professionals. Objections to requests for payment of Administrative Claims
(including objections to applications of professionals for compensation or
reimbursement of expenses) must be Filed and served on the claimant and/or
professional to whom the objection is addressed, the Debtors and/or Liquidating
Trustee, any official committee, and the United States Trustee, no later than
sixty-five (65) days after the Effective Date.

               (iii) Payment of Statutory Fees. Notwithstanding any other
provision of this Plan, all fees payable pursuant to 28 U.S.C. (S)1930 shall be
paid in Cash when due by the Debtors and/or the Liquidating Trustee.

               (iv)  Ordinary Course Liabilities. Notwithstanding any other
provision of the Plan, holders of Administrative Claims based on liabilities
incurred postpetition in the ordinary course of the Debtors' business shall not
be required to File any request for payment of such Claims, and such obligations
shall be paid as they become due by the Debtors and/or the Liquidating Trustee,
unless the Debtors and/or the Liquidating Trustee and a holder of such a Claim
otherwise mutually agree.

          (b)  Allowed Tax Claims. The holders of Allowed Tax Claims shall be
paid in full in Cash (from the Chapter 11 Payables Reserve) on the later of (1)
the Effective Date or as soon as practicable thereafter, (2) the date on which
such Claim becomes an Allowed Tax Claim, or (3) such other date as is mutually
agreed upon by the Debtors and/or the Liquidating Trustee and the holder of such
Claim.

                                                                         Page 50

<PAGE>

         2.    Classification and Treatment of Classified Claims and Interests

              (a) Class 1 -HWCC's Claim against PPI Funding in respect of the
Hollywood Zero-Coupon Note from PPI Funding, in the total Allowed Amount of
$49,219,370.05. The Allowed Class 1 Claim shall be discharged, extinguished and
satisfied in full by the distribution to the Class 1 holder of the following
consideration on the Effective Date: (i) the Sale Proceeds and the existing Cash
of PPI, less an amount of Cash or Sale Proceeds that may be necessary to fund
the Chapter 11 Payables Reserve, and less an amount of Cash or Sale Proceeds
that may be necessary to fund the LVSI Reserve; and (ii) any residue in the LVSI
Reserve after payment of the Allowed Amount, if any, of the disputed LVSI Claim.

              (b) Class 2 -Intercompany Claims Against GBCC (consisting of: (a)
PPI's Claim against GBCC in respect of the GBCC $2,200,000 Indebtedness to PPI;
(b) PPI's $350,000 Claim against GBCC; (c) PCPI Funding's Claim against GBCC in
respect of the GBCC $23,265,577 Promissory Note to PCPI Funding; (d) PCPI
Funding's Claim against GBCC in respect of the GBCC/Joplin DQ Promissory Note to
PCPI Funding; and (e) PPI Funding's Claim against GBCC in respect of the GBCC
$16,265,000 Indebtedness to PPI Funding). The Allowed Class 2 Claims shall be
deemed discharged, extinguished and satisfied in full, as of the Effective Date,
by virtue of the merger described at Article 6.1.C of the Plan.
                                     -------------

              (c) Class 3 -Intercompany Claims Against PCPI Funding (consisting
of: (a) PPI's Claim against PCPI Funding in respect of the PCPI Funding $13,450
Indebtedness to PPI; and (b) PPI Funding's Claim against PCPI Funding in respect
of the PCPI Funding Replacement Note to PPI Funding). The Allowed Class 3 Claims
shall be deemed discharged, extinguished and satisfied in full, as of the
Effective Date, by virtue of the merger described at Article 6.1.C of the Plan.
                                                     -------------

              (d) Class 4 -Intercompany Claims Against PPI Funding (consisting
only of PPI's Claim Against PPI Funding in respect of the Split-Off Zero-Coupon
Note from PPI Funding). The Allowed Class 4 Claim shall be deemed discharged,
extinguished and satisfied in full, as of the Effective Date, by virtue of the
merger described at Article 6.1.C of the Plan.
                    -------------

              (e) Class 5 -Unsecured Convenience Claims against any of GBCC,
PPI, PCPI Funding or PPI Funding (trade claims or other). To the extent
necessary for purposes of section 1122 of the Code, the Allowed Unsecured
Convenience Claims against each of GBCC, PPI, PCPI Funding and PPI Funding shall
be deemed classified in separate sub-Classes hereunder (however, the Debtors
believe that there are only Class 5 Claims against GBCC). The Allowed Class 5
Claims shall be discharged, extinguished, and satisfied in full, by the
distribution of Cash to each holder of an Allowed Class 5 Claim, in the full
amount of any such holder's Allowed Claim (from the Chapter 11 Payables Reserve
or, alternatively, from Insurance Proceeds if any such Claim is an Insured
Claim), on the later of (A) the Effective Date or as soon as practicable
thereafter; (B) the date on which any such Claim becomes an Allowed Claim; and
(C) such other date as is mutually agreed upon by the Debtors and/or the
Liquidating Trustee and the holder of any such Claim. Notwithstanding the
foregoing, any right of setoff that the Debtors may have with regard to any of
these Claims is preserved.

                                                                         Page 51

<PAGE>

              (f) Class 6 - General Unsecured Claims Against any of GBCC, PPI,
PCPI Funding or PPI Funding, not Otherwise Classified (believed to consist only
of HWCC's Claims against GBCC in respect of the Four GBCC Promissory Notes to
Hollywood, in the aggregate Allowed Amount of $10,126,668.50 and the Disputed
Claims of Las Vegas, Inc. and William D. Pratt, Jr., a former employee of a
former GBCC affiliate). To the extent necessary for purposes of section 1122 of
the Code, the Allowed General Unsecured Claims against each of GBCC, PPI, PCPI
Funding and PPI Funding shall be deemed classified in separate sub-Classes
hereunder. The Allowed Class 6 Claims shall be discharged, extinguished and
satisfied in full by the distribution of the following consideration, on or as
soon practicable after, the Effective Date: the Excess Chapter 11 Payables
Reserve and the Miscellaneous Assets. To the extent that there is more than one
holder of an Allowed Claim in this Class, the holders shall share Pro Rata in
the Excess Chapter 11 Payables Reserve and the Miscellaneous Assets. To the
extent that LVSI has an Allowed Claim that is not satisfied in full from the
LVSI Reserve (which HWCC has agreed to make available to LVSI from the
consideration that HWCC would otherwise be entitled to in respect of its Class 1
Claim), the unsatisfied portion of LVSI's Allowed Claim shall share Pro Rata
from the consideration to be distributed to Class 6 claimants. Debtors believe
HWCC will be the only person who will receive payment in this Class.

              (g) Class 7 -Interests of the holders of the GBCC Common Stock.
The Allowed Class 7 Interests shall be canceled, extinguished, and of no further
force or effect as of the Effective Date. The Holders of the Class 7 Interests
will not receive any distribution on account of their Interests.

              (h) Class 8 -Interests of the holder of the PPI Common Stock. The
Allowed Class 8 Interests shall be canceled, extinguished, and of no further
force or effect as of the Effective Date. The holder of the Allowed Class 8
Interests (GBCC) shall receive the remaining assets of PPI at the time of the
merger described in Article 6.1.C of the Plan.
                    -------------

              (i) Class 9 -Interests of the holder of the PCPI Funding Common
Stock. The Allowed Class 9 Interests shall be canceled, extinguished, and of no
further force or effect as of the Effective Date. The holder of the Allowed
Class 9 Interests (PPI) shall receive the remaining assets of PCPI at the time
of the merger described in Article 6.1.C. of the Plan.
                           --------------

              (j) Class 10 -Interests of the holder of the PPI Funding Common
Stock. The Allowed Class 10 Interests shall be canceled, extinguished, and of no
further force or effect as of the Effective Date. The holder of the Allowed
Class 10 Interests (PPI) shall receive the remaining assets of PPI Funding at
the time of the merger described in Article 6.1.C. of the Plan.
                                    --------------

                                                                         Page 52

<PAGE>

F.    Summary of Treatment of Individual Creditors

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
   Plan Class         Claimants                             Treatment                             Estimated
                                                                                                   Recovery
------------------------------------------------------------------------------------------------------------------
   <S>            <C>                     <C>                                                  <C>
     Class 1      HWCC                    Cash payment on the Effective Date consisting        Less than 25%
                                          of:

                                          (i) the proceeds from the sale of the ACSC
                                          Common Stock ($14.6 million);

                                          (ii) PPI's cash on hand (approx. $1 million);



                                          LESS

                                          amount necessary to fund Chapter 11 Payables
                                          Reserve and LVSI Reserve
------------------------------------------------------------------------------------------------------------------
     Class 2      PPI                     Post-confirmation merger of all Debtors will              0%
                                          result in elimination of claims.
                  PPI

                  PCPI Funding

                  PPI Funding
------------------------------------------------------------------------------------------------------------------
     Class 3      PCPI                    Post-confirmation merger of all Debtors will              0%
                                          result in elimination of claims.
                  PPI Funding
------------------------------------------------------------------------------------------------------------------
     Class 4      PPI                     Post-confirmation merger of all Debtors will              0%
                                          result in elimination of claim.
------------------------------------------------------------------------------------------------------------------
     Class 5      GBCC Depository Trust   Cash payment on the Effective Date from funds in          100%
                                          the Chapter 11 Payables Reserve for any Allowed
                  Continental Stock       Class 5 Claims.  The amount of any disputed
                                          claims will be held in reserve pending the
                  Cox & Smith             ultimate allowance or disallowance of the claim.

                  Brown, Previti &        The Chapter 11 Payables Reserve will be created
                  Caroll                  from funds that would otherwise be paid to Class
                                          1.

                  Deloitte & Touche

                  Schreck, Brignone,
                  Godfrey

------------------------------------------------------------------------------------------------------------------
</TABLE>

                                                                         Page 53

<PAGE>

<TABLE>
----------------------------------------------------------------------------------------------------
     <S>          <C>                    <C>                                     <C>
     Class 6      LVSI                   If claim is allowed, cash payment       100%
                                         consisting of:

                                         (i) the portion of the LVSI Reserve
                                         necessary to satisfy claim; and

                                         (ii) a pro-rata share of the Excess
                                         Chapter 11 Payables Reserve (e.g.,
                                         the amount remaining after
                                         distributions to administrative
                                         claimants, tax claimants and Class 5
                                         claimants) and the Miscellaneous
                                         Assets, if claim amount exceeds
                                         amount of LVSI Reserve.

                                         The LVSI Reserve will be created from
                                         $3 million of the funds that would
                                         otherwise be paid to Class 1.
----------------------------------------------------------------------------------------------------
                  HWCC, and any other    Pro-rata share of Excess Chapter 11     0%-3%
                  Allowed Class 6        Payables Reserve (e.g., the amount
                  Claims (believed to    remaining after distributions to
                  be none)               administrative claimants and Class 5
                                         claimants) and the Miscellaneous
                                         Assets.
----------------------------------------------------------------------------------------------------
   Class 7-10     GBCC's equity          Elimination of all interests on the     0%
                  security holders       Effective Date.

                  PPI's equity security
                  holder

                  PCPI Funding's equity
                  security Holder

                  PPI Funding's equity
                  security holder
----------------------------------------------------------------------------------------------------
  Unclassified    Haynes and Boone, LLP  Cash payment on the Effective Date      100%
                                         from funds in the Chapter 11
                                         Payables reserve (98.1% allocated to
                                         PPI and 1.9% allocated to GBCC based
                                         on amounts contributed by each
                                         Debtor to the Chapter 11 Payables
                                         Reserve).
----------------------------------------------------------------------------------------------------
</TABLE>

                                                                         Page 54

<PAGE>

<TABLE>
------------------------------------------------------------------------------------------------
                  <S>                    <C>                                    <C>
                  Klehr, Harrison,       Cash payment on the Effective Date     100%
                  Harvey, Branzburg &    from funds in the Chapter 11
                  Ellers LLP             Payables reserve (98.1% allocated to
                                         PPI and 1.9% allocated to GBCC based
                                         on amounts contributed by each Debtor
                                         to the Chapter 11 Payables Reserve).
------------------------------------------------------------------------------------------------
                  Internal Revenue       Cash payment on the Effective Date     100%
                  Service                for from funds in the Chapter 11
                                         Payables Reserve for any allowed tax
                                         claims. The amount of any disputed
                                         claims will be held in reserve
                                         pending the ultimate allowance or
                                         disallowance of the claim.
------------------------------------------------------------------------------------------------
</TABLE>

G.   Reasons for Separate Treatment of Class 1, Class 5 and Class 6.

     Although Class 1 and Class 5 each contain claims of unsecured creditors,
the Plan provides for separation of HWCC's Class 1 Claim and the Class 5 Allowed
Unsecured Convenience Claims and the Class 6 Claims. HWCC has agreed that it
will subordinate its right to receive distributions from the LVSI Reserve (which
essentially subordinates HWCC to the only other known potential creditor that
would fall into Class 6; there is one other potential Class 6 creditor, William
D. Pratt, Jr., a former employee of a former GBCC non-Debtor affiliate, whom the
Debtors believe will be allowed no Claim). This subordination and separate
classification of Classes 1 and 5 and 6 will result in more favorable treatment
for the holders of the Class 5 Claims and the LVSI Claim than would result if
the Class 5 Claims, the Class 6 Claims and the Class 1 Claim were classified
together and satisfied by the distribution of the Sale Proceeds and the existing
Cash of PPI (which the Plan provides will be distributed in satisfaction of the
Class 1 Claim) and the Chapter 11 Payables Reserve and any applicable Insurance
Proceeds (which the Plan provides will be distributed in satisfaction of the
Class 5 Claims). As currently constituted, the Plan provides for the payment in
full of all Class 5 Claims, but does not provide for the payment in full of the
Class 1 Claim. If the Class 1 Claim and the Class 5 Claims and Class 6 Claims
were aggregated and discharged through the distribution of the funds currently
contemplated to be distributed to the holders of the Class 1 Claim and the Class
5 Claims, because of the magnitude of the Class 1 Claim in relation to the
aggregate size of the Class 5 and 6 Claims, HWCC would receive a larger pro rata
distribution of the available funds than the Plan currently provides, and the
holders of the Class 5 and 6 Claims would not receive payment in full of their
Claims. HWCC has agreed to the separate classification of the Class 1 Claim and
the Class 5 Claims because it believes that providing for more favorable
treatment of the Class 5 Claims will facilitate confirmation of the Plan.

                                                                         Page 55

<PAGE>

                                      VIII.
                     MEANS FOR EXECUTION AND IMPLEMENTATION
                                   OF THE PLAN

         A.       Plan Implementation Steps Occurring on or around the Effective
Date. On the Effective Date, or as soon as practicable thereafter, the following
events shall occur in the following sequence:

         1.       PPI's Contribution to PPI Funding of Sale Proceeds and Cash
                  -----------------------------------------------------------
                  PPI, which will be holding the Sale Proceeds, between the time
                  of the consummation of the Sale, pursuant to the Sale Order,
                  and the Effective Date, shall immediately make a capital
                  contribution to PPI Funding of: (1) the Sale Proceeds, as well
                  as (2) PPI's other Cash that it has on hand (in addition to
                  the Sale Proceeds), less an amount of Cash that may be
                  necessary to fund the Chapter 11 Payables Reserve, and less an
                  amount of Cash or Sale Proceeds that may be necessary to fund
                  the LVSI Reserve.

         2.       Distribution of Sale Proceeds and PPI's Cash to HWCC. PPI
                  ----------------------------------------------------
                  Funding shall immediately thereafter distribute: (1) the Sale
                  Proceeds, and (2) PPI's other Cash that it has on hand (in
                  addition to the Sale Proceeds), less an amount of Cash that
                  may be necessary to fund the Chapter 11 Payables Reserve, and
                  less an amount of Cash or Sale Proceeds that may be necessary
                  to fund the LVSI Reserve, to HWCC, on account of its Allowed
                  Class 1 Claim, in respect of the Hollywood Zero-Coupon Note
                  from PPI Funding.

         3.       Simultaneous Merger of PPI, PCPI Funding and PPI Funding with
                  -------------------------------------------------------------
                  and into GBCC. Simultaneously thereafter, each of PPI, PCPI
                  -------------
                  Funding and PPI Funding shall merge with and into GBCC. In the
                  process, all of the Intercompany Claims (in Classes 2, 3, and
                  4) will essentially be eliminated and will be deemed
                  discharged, extinguished and satisfied in full, as of the
                  Effective Date, by virtue of the merger. Similarly, the PPI
                  Common Stock (Class 8), the PCPI Funding Common Stock (Class
                  9), and the PPI Funding Common Stock (Class 10) shall be
                  canceled by virtue of this merger, with GBCC succeeding to all
                  of the remaining assets and liabilities of PPI, PCPI Funding,
                  and PPI Funding.

                  After the implementation of the merger, GBCC will have the
                  following known assets:

                        ASSETS
                        ------
                        -Cash (including, but not limited to, the LVSI Reserve)
                        -Miscellaneous Assets (deposits, prepaids, furniture,
                         etc.)

                  Additionally, after the implementation of the merger, GBCC
                  will have the following liabilities:

                        LIABILITIES
                        -----------

                                                                         Page 56

<PAGE>

                     -Administrative Claims against any of the Debtors
                     -Tax Claims against any of the Debtors
                     -Class 5 Unsecured Convenience Claims against any of the
                      Debtors
                     -Class 6 General Unsecured Claims against any of the
                      Debtors

               Class 6 is believed to consist only of the Claims of HWCC in
               respect of the Four GBCC Promissory Notes to Hollywood. Class 5
               is believed to consist of only a handful of vendor claims against
               GBCC. However, Las Vegas Sands, Inc. has filed a Proof of Claim
               of approximately $20 million that would be in Class 6. Debtors
               believe this Claim will be disallowed. A former employee of a
               former affiliate of GBCC (that owned the San Juan Sands) has also
               filed a $3,025,000 Proof of Claim against GBCC that would be in
               Class 6 which Debtors also believe will be disallowed.

          4.   Establishment of the Chapter 11 Payables Reserve, Conveyance of
               ---------------------------------------------------------------
               LVSI Reserve and Chapter 11 Payables Reserve and Miscellaneous
               --------------------------------------------------------------
               Assets to Liquidating Trustee, and Distributions to holders of
               --------------------------------------------------------------
               any Allowed Administrative Claims, Allowed Tax Claims, and
               ----------------------------------------------------------
               Allowed Unsecured Claims in Class 5. On the Effective Date, after
               -----------------------------------
               Steps 1-3 above, GBCC shall set aside the Cash it has on hand
               (other than the LVSI Reserve) and such Cash shall constitute the
               Chapter 11 Payables Reserve. GBCC shall immediately convey the
               Chapter 11 Payables Reserve and the LVSI Reserve to the
               Liquidating Trustee. GBCC shall also immediately convey the
               Miscellaneous Assets to the Liquidating Trustee. The Liquidating
               Trustee shall as promptly as practicable make the Cash
               Distributions required under the Plan to any holder of Allowed
               Administrative Claims, Allowed Tax Claims, and Allowed Unsecured
               Convenience Claims in Class 5 against any of GBCC, PPI, PCPI
               Funding or PPI Funding from the Chapter 11 Payables Reserve,
               unless the Debtors and any holder of such a Claim shall have
               otherwise mutually agreed. In addition to making such
               Distributions, the Liquidating Trustee shall set aside and hold
               in reserve any undistributed Chapter 11 Payables Reserve for any
               Administrative Claims, Tax Claims, and Unsecured Convenience
               Claims in Class 5 that are not yet Allowed Claims as of the
               Effective Date, until such time as such Claims have become
               resolved by a Final Order.

          5.   Subordination of HWCC's Class 1 Claim to any Allowed LVSI Claim
               ---------------------------------------------------------------
               of up to $3 million. HWCC has agreed that it will subordinate its
               -------------------
               right to receive distributions from the Class 1 consideration
               that it would otherwise receive up to an amount of $3 million and
               the LVSI Reserve will be established and held by the Liquidating
               Trustee until such time as LVSI's Disputed Claim is resolved. If
               LVSI ultimately has an Allowed Claim, it will be paid by the
               Liquidating Trustee from the LVSI Reserve. If an Allowed Claim of
               LVSI is more than the LVSI Reserve, then any excess Allowed LVSI
               Claim gets treated as a Class 6 Claim. If an Allowed LVSI Claim
               is less than the LVSI Reserve, then the excess LVSI Reserve will
               be disbursed by the Liquidating Trustee to HWCC in respect of its
               Class 1 Claim.

                                                                         Page 57

<PAGE>

          6.   Cancellation of GBCC Common Stock and Equity Interests. At this
               ------------------------------------------------------
               stage, GBCC will have no remaining assets (having conveyed all
               remaining assets to the Liquidating Trustee). The Interests of
               the holders of the GBCC Common Stock (Class 10) shall be canceled
               and there shall be no distribution to the holders of GBCC Common
               Stock. GBCC will be dissolved.

          7.   Distribution of any Excess Chapter 11 Payables Reserve and
               ----------------------------------------------------------
               Miscellaneous Assets to holder(s) of Allowed Class 6 Claims. At
               -----------------------------------------------------------
               this stage, the only remaining assets available for distribution
               will be: (1) any Excess Chapter 11 Payables Reserve (held by the
               Liquidating Trustee), after satisfaction of the Allowed
               Administrative Claims, Allowed Tax Claims, and Allowed Class 5
               Convenience Claims against the Debtors, and (2) any Miscellaneous
               Assets. On the Effective Date or as soon thereafter as
               practicable (at the earliest practicable time after all Disputed
               Claims and other Claims against the Debtors not yet Allowed as of
               the Effective Date have become resolved by a Final Order), the
               Liquidating Trustee will distribute any Excess Chapter 11
               Payables Reserve and the Miscellaneous Assets to the holder(s) of
               Class 6 Claims in full discharge of the Class 6 Claims. Once
               again, the Debtors believe that the only Claims that will be
               Allowed in Class 6 will be HWCC's Claims in respect of the Four
               GBCC Promissory Notes to Hollywood. To the extent that there is
               more than one holder of an Allowed Claim in this Class, the
               holders shall share Pro Rata in the Excess Chapter 11 Payables
               Reserve and Miscellaneous Assets. Additionally, if HWCC is the
               only holder of an Allowed Class 6 Claim, the Liquidating Trustee
               may distribute any Miscellaneous Assets that are not readily
               convertible into Cash to HWCC in kind. If there is more than one
               holder of an Allowed Class 6 Claim, the Liquidating Trustee will
               liquidate and convert to Cash any Miscellaneous Assets and then
               distribute the proceeds Pro Rata among the Allowed Class 6
               Claimants. If LVSI has an Allowed Claim in this Class, it will
               only share in a distribution in this Class to the extent it has
               not been paid in full from the LVSI Reserve.

          B.   Merger of Corporate Entities. In order to optimize the benefits
               of the Plan for the Debtors' Estates and their Creditors, certain
               corporate consolidation (i.e., the merger of PPI, PCPI Funding
               and PPI Funding into GBCC) and other transactions with or among
               related entities are occurring as of the Effective Date.
               Notwithstanding the occurrence of any such consolidation or other
               transactions as of the Effective Date, Persons holding Claims
               against or Interests in any Debtor are receiving treatment under
               the Plan that is at least as favorable as any treatment to which
               such Creditor or Interest holder would have been entitled to
               receive if such consolidation or transactions had not occurred.
               This is largely due to the fact that the only Creditor that is
               expected to have an Allowed Claim against any of these Debtors
               (excluding Allowed Administrative Claims, Allowed Tax Claims, and
               Allowed Class 6 Unsecured Convenience Claims, all of which will
               be paid in Cash in full) is HWCC. However, even if there are
               other third-party Creditors who are granted Allowed Claims in
               Class 6 in this Bankruptcy Case (i.e., who have Allowed Claims
               against GBCC or any of the other Debtors), this Plan affords at
               least as favorable treatment to such Creditors as they would be
               entitled in a Chapter 7 case in which no merger

                                                                         Page 58

<PAGE>

          and/or no substantive consolidation were involved. The liquidation
          analysis at Section XIII of this Disclosure Statement illustrates what
                      ------------
          would happen to Creditors/Interest holders in Chapter 7 Cases of these
          Debtors where no substantive consolidation occurs.

     C.   Transfer of Assets to the Liquidating Trust. On the Effective Date,
          GBCC shall deliver the Chapter 11 Payables Reserve, the LVSI Reserve,
          and the Miscellaneous Assets to the Liquidating Trust, on behalf of
          and for the benefit of the holders of Allowed Administrative Claims,
          Allowed Tax Claims, the Allowed Class 5 Claims, and Allowed Class 6
          Claims, including the Allowed Claim, if any, of LVSI, all of whom
          shall collectively be the beneficial interest holders of the
          Liquidating Trust. HWCC (in respect of its Class 1 Claim) shall
          additionally (i.e., in addition to its Class 6 Claim) be a beneficiary
          of the Liquidating Trust, to the extent that the LVSI Reserve exceeds
          any Allowed LVSI Claim.

     D.   Ratification of Liquidating Trust Agreement. On the Effective Date,
          each Creditor will be deemed to have ratified and become bound by the
          terms of the Liquidating Trust Agreement. The Liquidating Trust
          Agreement shall become effective upon its execution by the Debtors and
          acceptance by the Liquidating Trustee.

          1.   Powers and Duties. The Liquidating Trustee shall have the powers,
          duties and obligations specified in the Plan and the Liquidating Trust
          Agreement.

          2.   Compensation of Liquidating Trustee. The Liquidating Trustee
          shall be entitled to receive from the Trust Estate compensation for
          his services as Liquidating Trustee substantially in accordance with
          the description in the Liquidating Trust Agreement, which compensation
          shall be approved by the Court at the Confirmation Hearing. The
          Liquidating Trustee shall also be reimbursed by the Trust Estate for
          all reasonable out-of-pocket expenses incurred by the Liquidating
          Trustee in the performance of his duties.

          3.   Limitation of Liability. The Liquidating Trustee shall use
          reasonable discretion in exercising each of the powers herein granted.
          No Liquidating Trustee or any attorney, agent, or servant of the
          Liquidating Trustee shall be personally liable in any case whatsoever
          arising in connection with the performance of obligations under this
          Plan, whether for their acts or their failure to act unless they shall
          have been guilty of willful fraud or gross negligence.

          The Liquidating Trustee may consult with attorneys, accountants, and
          agents, and the opinions of the same shall be full protection and
          justification to the Liquidating Trustee and his employees for
          anything done or admitted or omitted or suffered to be done in
          accordance with said opinions. The Liquidating Trustee shall not be
          required to give any bond for the faithful performance of his duties
          hereunder or under the Liquidating Trust Agreement.

                                                                         Page 59

<PAGE>

                  4.   Right to Hire Professionals and Agents. The Liquidating
                  Trustee shall have the right to reasonably utilize the
                  services of attorneys or any other professionals which, in the
                  discretion of the Liquidating Trustee, are necessary to
                  perform the duties of the Liquidating Trustee. Reasonable fees
                  and expenses incurred by the attorneys, accountants or other
                  agents of the Liquidating Trustee shall be paid by the
                  Liquidating Trust. The Liquidating Trustee may hire agents to
                  effect distributions from the Liquidating Trust, and may pay
                  the reasonable fees and expenses of such agents.

                  5.   Tax Treatment of the Liquidating Trust. It is intended
                  that the Liquidating Trust will be treated as a "liquidating
                  trust" within the meaning of Treasury Regulations Section
                  301.7701-4(d). Accordingly, for federal income tax purposes,
                  the transfer and assignment of the assets, as described in
                  Article 6.1(D) of the Plan shall be treated as a deemed
                  -------------
                  transfer and assignment of such assets to the holders of
                  Claims who are beneficiaries of the Trust, followed by a
                  deemed transfer and assignment by such holders to the
                  Liquidating Trust. The Liquidating Trust shall be treated as a
                  grantor trust owned by such holders. Each owner of an interest
                  in the Liquidating Trust shall be considered for tax purposes
                  to own an undivided interest in the assets of the Liquidating
                  Trust. The Liquidating Trustee shall provide any Creditor with
                  an Allowed Administrative Claim, Allowed Tax Claim, Allowed
                  Class 5 Claim, or Allowed Class 6 Claim with a valuation of
                  the assets transferred to the Liquidating Trust and such
                  valuation shall be used consistently by the Debtors, the
                  Liquidating Trust and all Creditors for all federal income tax
                  purposes. All items of income, deduction, credit or loss of
                  the Liquidating Trust shall be allocated for federal, state
                  and local income tax purposes on a current basis among the
                  Creditors, as set forth in the Liquidating Trust Agreement;
                  provided, however, that to the extent that any item of income
                  cannot be allocated to a particular Creditor in the taxable
                  year in which it arises, the Liquidating Trust shall pay the
                  federal, state, and local taxes attributable to such income
                  (net of related deductions) at the highest rate applicable to
                  trusts (for federal tax purposes, 39.6% currently). The
                  Liquidating Trust shall file annual information returns as a
                  grantor trust pursuant to Treasury Regulations Section
                  1.671-4(a) that will include information concerning the
                  allocation of items of income, gain or loss, deduction or
                  credit to the Creditors. Each Creditor will receive a copy of
                  such information return.

                  6.   Termination of Liquidating Trust. The duties, powers and
                  responsibilities of the Liquidating Trustee shall terminate
                  two years after the Effective Date or, if earlier, upon the
                  liquidation and distribution to the holders of beneficial
                  interests in the Liquidating Trust of all proceeds in the
                  Liquidating Trust estate in accordance with this Plan. If all
                  proceeds in the Liquidating Trust have not been distributed to
                  holders of beneficial interests in the Liquidating Trust, the
                  term of the Liquidating Trust may be extended from time to
                  time by order of the Bankruptcy Court for such period or
                  periods as it determines are reasonable, such determination to
                  be made within six months of the beginning of the extended
                  period.

                                                                         Page 60

<PAGE>

     E.   Cancellation of GBCC Common Stock and Ultimate Dissolution of GBCC`
          GBCC Common Stock shall be rendered void. After the transfer of assets
          from GBCC to the Liquidating Trustee described in Article 6.1.E of the
                                                            -------------
          Plan, and the cancellation of the GBCC Common Stock as described in
          Article 6.1.F of the Plan, the officers of the GBCC shall sign and
          -------------
          file articles of dissolution for GBCC with the Secretary of State of
          the State of Delaware, substantially in the form that will be included
          with the Plan Supplement (the "Articles of Dissolution"). Pursuant to
          Delaware law, no approval of the shareholders or directors of GBCC
          shall be required for the filing of the Articles of Dissolution.

     F.   Corporate Action. Upon entry of the Confirmation Order, the events
          and/or transactions set forth in Section VIII.A hereinabove shall be
                                           --------------
          and be deemed authorized and approved in all respects. On the
          Effective Date, the matters provided under the Plan involving the
          capital and corporate structures and governance of the respective
          Debtors, including the described merger of PCPI Funding, PPI Funding
          and PPI with and into GBCC, shall be deemed to have occurred and shall
          be in effect from and after the Effective Date pursuant to applicable
          state laws without any requirement of further action by the
          stockholders or directors of the Debtors. On the Effective Date, the
          Debtors and the Plan shall be authorized and directed to take all
          necessary and appropriate actions to effectuate the transactions
          contemplated by the Plan in the name of and on behalf of the Debtors.

     G.   Objections to Claims. Except as otherwise provided for with respect to
          Administrative Claims and applications of professionals for
          compensation and reimbursement of expenses, as provided in Article
          3.1.A of the Plan, or as otherwise ordered by the Bankruptcy Court
          after notice and a hearing, objections to Claims, shall be Filed and
          served upon the holder of such Claim not later than the later of (A)
          forty-five (45) days after the Effective Date, and (B) forty-five (45)
          days after a proof of claim is Filed, unless this period is extended
          by the Court on request of a party seeking to object. After the
          Effective Date, the Liquidating Trustee shall be the sole entity with
          standing to object to Claims (other than Claims of professionals for
          compensation and reimbursement of expenses). The Liquidating Trustee
          shall remain in existence for at least until such time as all Disputed
          Claims and other Claims not yet Allowed as of the Effective Date have
          become resolved by a Final Order. The Liquidating Trustee will
          vigorously prosecute objections to the Disputed Claim of Las Vegas
          Sands, Inc. (including by his intervention in the Sands Trademark
          Adversary Proceeding).

                                       IX.
                       CONDITIONS TO CONFIRMATION OF PLAN

     A.   Conditions to Confirmation. Except as expressly waived by the Debtors,
          Hollywood Casino Corporation, and HWCC, the following conditions must
          occur and/or be satisfied prior to Confirmation of the Plan:

                                                                         Page 61

<PAGE>

          1.   The Sale shall have been consummated and the Sale Proceeds shall
               have been received by PPI.

          2.   The Debtors must have requested and obtained from the Bankruptcy
               Court a Claims Bar Date for the Claims against the Debtors
               (excluding Claims of governmental entities), and such Claims Bar
               Date shall have passed.

          3.   There shall be no Claims for cure of executory contracts or
               unexpired leases.

          4.   All Claims of HWCC shall be allowed under the Confirmation Order.

          5.   The Confirmation Order (and related findings of fact and
               conclusions of law) shall be in form and substance reasonably
               satisfactory to the Debtors, Hollywood Casino Corporation, and
               HWCC.

          6.   The documentation in the Plan Supplement shall be in form and
               substance reasonably satisfactory to the Debtors, Hollywood
               Casino Corporation, and HWCC.

     B.   Waiver of Conditions. The Debtors, Hollywood Casino Corporation, and
          HWCC may waive any condition set forth above at any time, without
          notice, without leave of or order of the Court, and without any formal
          action other than proceeding to confirm the Plan.

                                       X.
                     CONDITIONS TO EFFECTIVENESS OF THE PLAN

     A.   Conditions to Effectiveness. Except as expressly waived by the
          Debtors, Hollywood Casino Corporation, and HWCC, the following
          conditions must occur and be satisfied on or before the Effective
          Date:

          1.   The Confirmation Order (and related findings of fact and
               conclusions of law) shall have been signed by the Court and duly
               entered on the docket for the Bankruptcy Case by the clerk of the
               Court, in form and substance reasonably acceptable to the
               Debtors, Hollywood Casino Corporation, and HWCC.

          2.   The Confirmation Order shall have become a Final Order.

          3.   The Sale shall have been consummated and the Stock Purchase
               Agreement shall not have been terminated and there shall be no
               fact, event, condition or circumstance that will impede or
               prevent the distribution of the Sale Proceeds as contemplated by
               the Plan on the Effective Date.

                                                                         Page 62

<PAGE>

     B.   Waiver of Conditions. The Debtors, Hollywood Casino Corporation, and
          HWCC may waive any condition set forth above (except for Section A.2.)
                                                                   ------------
          at any time, without notice, without leave of or order of the Court,
          and without any formal action other than proceeding to consummate the
          Plan.

                                       XI.
                      FUTURE BUSINESS/WINDING UP OF ESTATES
                               POST-EFFECTIVE DATE

     The Debtors will cease to exist after the Effective Date. The Liquidating
Trustee will have all authority, vested in it by the Confirmation Order, to wind
up the business of the Estates, including making Distributions pursuant to the
Plan, prosecuting objections to Claims and possibly pursuing Avoidance Actions
(if determined to be in the best interests of the Creditors), and filing all
necessary reports to the Court and the United States Trustee. The name of the
individual that will serve on and after the Effective Date as the Liquidating
Trustee will be identified in a document to be filed with the Bankruptcy Court
as part of the Plan Supplement.

                                      XII.
                              RISKS AND FEASIBILITY

     The Sale Order has been entered, and the Sale closed on March 19, 2002.
Thus, risks associated with the Purchaser needing regulatory approval from
various jurisdictions to qualify to purchase the Common Stock of ACSC
(previously described ) are now eliminated.

                                      XIII.
                  ALTERNATIVES TO PLAN AND LIQUIDATION ANALYSIS

     There are three possible consequences if the Plan is rejected or if the
Bankruptcy Court refuses to confirm the Plan: (a) the Bankruptcy Court could
dismiss the Debtors' Chapter 11 bankruptcy cases, (b) the Debtors' Chapter 11
bankruptcy cases could be converted to liquidation cases under Chapter 7 of the
Bankruptcy Code, or (c) the Bankruptcy Court could consider an alternative plan
of reorganization proposed by some other party.

A.   Dismissal

     If the Debtors' bankruptcy cases were to be dismissed, the Debtors would no
     longer have the protection of the Bankruptcy Court and the applicable
     provisions of the Bankruptcy Code.

B.   Chapter 7 Liquidation

     If the Plan is not confirmed, it is likely that the Debtors' Chapter 11
     cases will be converted to cases under Chapter 7 of the Bankruptcy Code, in
     which a trustee or trustees would be elected or appointed to liquidate the
     assets of the Debtors for distribution to creditors in accordance with the
     priorities established by the Bankruptcy Code. Whether a bankruptcy case is
     one under Chapter 7 or Chapter 11, secured creditors, Administrative Claims
     and

                                                                         Page 63

<PAGE>

     Priority Claims are entitled to be paid in cash and in full before
     unsecured creditors receive any funds.

     If the Debtors' Chapter 11 cases were converted to Chapter 7, the present
     Administrative Priority Claims may have a priority lower than priority
     claims generated by the Chapter 7 cases, such as the Chapter 7 trustee's
     fees or the fees of attorneys, accountants and other professionals engaged
     by the trustee.

     The Debtors believe that liquidation under Chapter 7 would result in far
     smaller distributions being made to Creditors than those provided for in
     the Plan. Conversion to Chapter 7 would give rise to (a) additional
     administrative expenses involved in the appointment of a trustee and
     attorneys and other professionals to assist such trustee; (b) additional
     expenses and Claims, some of which would be entitled to priority, which
     would be generated during the liquidation; and (c) a possible failure to
     close the sale of the ACSC Common Stock. (see discussion at Section V
                                                                 ---------
     hereinabove).

     In a Chapter 7 liquidation, it is very likely that general unsecured
     creditors, other than HWCC, would receive little or a greatly diminished
     recovery on their claims. This is because, in a Chapter 7 liquidation
     scenario, the HWCC Class 1 Claim against PPI Funding in the amount of
     approximately $49.2 million, in respect of the Hollywood Zero-Coupon Note
     from PPI Funding, would legally entitled HWCC to receive virtually all
     assets of these Estates. This is illustrated as follows:

First, the administering of the PPI Funding Chapter 7 Estate:
------------------------------------------------------------

As described in Section IV herein, HWCC has an approximately $49.2 million Claim
                ----------
against PPI Funding in respect of the Hollywood Zero-Coupon Note. HWCC is the
only Creditor of PPI Funding (other than PPI, which has an approximately $15.5
million Claim against PPI Funding in respect of the Split-Off Zero-Coupon Note).
Thus, in a hypothetical Chapter 7 of PPI Funding, a Chapter 7 Trustee would
distribute to HWCC 76% of the PPI Funding assets and would distribute to PPI 24%
of the PPI Funding assets.

Note that the only assets of PPI Funding are the PCPI Funding Replacement Note
to PPI Funding (on which approximately $66 million is owing) and the GBCC
$16,265,000 Indebtedness to PPI Funding. The Chapter 7 Trustee would have to
attempt to liquidate these two notes. The next step to do that would be to look
to the Estate/Trustee of PCPI Funding.

The Administering of the PCPI Funding Chapter 7 Estate:
------------------------------------------------------

The PPI Funding Trustee would be the only Creditor of PCPI Funding (in respect
of the PCPI Funding Replacement Note to PPI Funding) so he/she would be entitled
to all of its assets of PCPI Funding (actually, PPI has a negligible Claim in
the amount of $13,450 against PCPI Funding, so this analysis will assume, for
the sake of argument, that the Chapter 7 Trustee of PPI Funding gets 99% of the
assets of PCPI Funding and PPI gets 1% of the assets of PCPI Funding).

                                                                         Page 64

<PAGE>

The only assets of PCPI Funding are two notes against GBCC (the GBCC $23,265,577
Promissory Note to PCPI Funding and the GBCC/Joplin DQ Promissory Note to PCPI
Funding), having an aggregate amount owing on them of $50 million. Thus, the PPI
Funding Trustee would be entitled to 99% of any recovery obtained on these two
GBCC notes having an aggregate balance of over $50 million, with HWCC entitled
to 76% of that 99% recovery and PPI entitled to 24% of that 99% recovery).

Before analyzing the administering of the GBCC Chapter 7 Estate (where clearly
the PPI Funding Trustee is going to be the largest creditor, by virtue of (a)
the GBCC $16,265,000 Indebtedness to PPI Funding that he/she directly holds,
plus (b) his entitlement to 99% of what the PCPI Funding Trustee recovers on the
GBCC $23,265,577 Promissory Note to PCPI Funding and the GBCC/Joplin DQ
Promissory Note to PCPI Funding, having an aggregate amount owing on them of $50
million), the administering of the PPI Chapter 7 estate should be analyzed.

The Administering of the PPI Chapter 7 Estate:
---------------------------------------------

PPI actually has some assets of quantifiable value, namely, approximately $1.5
million of Cash and the ACSC Common Stock or if the sale to Bally closes,
proceeds of an additional $14.6 million. The Chapter 7 Trustee of PPI has
substantial value to liquidate. Assuming he/she sells the ACSC Common Stock, and
otherwise liquidates the PPI assets, who is the PPI Chapter 7 Trustee going to
distribute the consideration to? Who are the Creditors of PPI?

As it turns out, PPI only has one known liability: a contingent liability in
respect of the PPI Guarantee of the PCPI Funding Replacement Note to PPI
Funding. Thus, the Chapter 7 Trustee of PPI Funding (who is only holding some
questionably-collectible notes from GBCC and PCPI Funding) is most certainly
going to "call" that guarantee and file a proof of claim on account of it. Thus,
the Chapter 7 Trustee of the PPI Funding Estate will be the only creditor of PPI
and entitled to all of the assets of the PPI Estate. Upon recovery of these
assets, HWCC would be entitled to 76% of them and PPI (or actually, now, the PPI
Chapter 7 Trustee) would be entitled to 24% of them. Obviously, there would be a
"setoff" (or accounting adjustment) to deal with the circularity of the PPI
Trustee being entitled to 24% of the recovery that the PPI Funding Trustee
realizes out of the PPI Estate. The end result would be that HWCC would be
entitled to all of the assets/recovery realized by the PPI Trustee.

The Administering of the GBCC Chapter 7 Estate:
----------------------------------------------

Last, in the hypothetical scenario of a Chapter 7 Case of GBCC, you would have
virtually no assets (some Cash, possibly some prepaids or deposits). But who are
the Creditors that would compete for those few assets?

Lining up as Creditors would be:

     (i)  the PPI Funding Chapter 7 Trustee (in respect of the GBCC $16,265,000
          Indebtedness to PPI Funding, of which, at this point HWCC is the only
          beneficiary);

                                                                         Page 65

<PAGE>

         (ii)     the PCPI Funding Chapter 7 Trustee (in respect of the GBCC
                  $23,265,577 Promissory Note to PCPI Funding and the
                  GBCC/Joplin DQ Promissory Note to PCPI Funding, having an
                  aggregate amount owing on them of over $50 million --of which,
                  at this point, the PPI Funding Chapter 7 Trustee, for the
                  benefit of HWCC, is the only beneficiary;

         (iii)    the PPI Trustee (in respect of the GBCC $2,200,000
                  Indebtedness to PPI, of which the PPI Funding Trustee, for the
                  benefit of HWCC, is the beneficiary.

         (iv)     any trade creditors of GBCC would share pro rata with the PPI
                  Funding Trustee, in respect of the various Claims he would
                  assert as set forth in (i), (ii) and (iii).

                                      XIV.
                CERTAIN MATERIAL UNITED STATES FEDERAL INCOME TAX
                            CONSEQUENCES OF THE PLAN

A.       Introduction

         The following discussion summarizes certain material U.S. federal
income tax consequences of the implementation of the Plan to the Debtors and
Creditors, including the formation and operation of the Liquidating Trust. It is
based on the Internal Revenue Code of 1986, as amended, Treasury regulations
thereunder, judicial decisions, and published rulings and pronouncements of the
IRS in effect on the date of this Disclosure Statement. Changes in those rules,
or new interpretations of those rules, may have retroactive effect and could
significantly affect the federal income tax consequences described below.

         The material federal income tax consequences of the Plan and the
formation and operation of the Trust are complex and subject to uncertainties.
Except as provided herein, the Debtors have not requested a ruling from the IRS
or an opinion with respect to any of the tax aspects of the Plan. There is no
assurance that the IRS will agree with this discussion of material federal
income tax consequences. In addition, this summary does not address state, local
or foreign tax consequences of the Plan, and it does not purport to address the
federal income tax consequences of the Plan to special classes of taxpayers
(such as foreign taxpayers, broker-dealers, banks, insurance companies,
financial institutions, small business investment corporations, regulated
investment companies, tax-exempt organizations, or investors in pass through
entities).

THE FOLLOWING SUMMARY OF CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES
IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT A SUBSTITUTE FOR CAREFUL TAX
PLANNING AND ADVICE BASED ON THE INDIVIDUAL CIRCUMSTANCES PERTAINING TO A
PARTICULAR CREDITOR. ALL CREDITORS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS
IN DETERMINING THE U.S. FEDERAL, STATE, LOCAL, AND OTHER TAX CONSEQUENCES TO
THEM UNDER THE PLAN.

                                                                         Page 66

<PAGE>

B.       The Plan

         Pursuant to the Plan, the Debtors will engage in various steps
         including the sale of a business and the formation of a Liquidating
         Trust in order to reorganize prior to the distribution to the Creditors
         of Cash and beneficial interests in the Liquidating Trust with respect
         to their existing Claims. The steps have been ordered in such a manner
         as to minimize adverse tax consequences to the Debtors and other
         members of the GBCC consolidated group. Pursuant to order entered on
         March 6, 2002, prior to the Effective Date, PPI will sell all of the
         capital stock of ACSC in exchange for the Sale Proceeds. Then, on the
         Effective Date, PPI will contribute the Sale Proceeds and additional
         Cash that it has on hand to PPI Funding. PPI Funding will distribute
         the Sale Proceeds and additional Cash received from PPI to HWCC in full
         satisfaction of its claim against PPI Funding. Following this, all
         remaining members of the GBCC consolidated group will be simultaneously
         merged with and into GBCC with GBCC as the survivor. After all of these
         steps are taken, GBCC will fund a Liquidating Trust (which as described
         in Article 6.3 of the Plan, will hold various assets (such assets, the
            -----------
         "Liquidating Trust Assets")) established for the benefit of its
         Creditors.

C.       Treatment of the Debtors

         Upon the transfer of the Sale Proceeds and other Cash by PPI Funding to
         HWCC, PPI Funding will realize cancellation of indebtedness income
         ("COD income") in an amount equal to the difference between (i) the
         adjusted issue price of its outstanding note held by HWCC and the
         accrued interest from which PPI Funding is discharged and (ii) the
         amount of Sale Proceeds and other Cash transferred by PPI Funding in
         respect of the note. Because PPI Funding is in bankruptcy, this COD
         income will not be included in its gross income.

         Following the merger of GBCC consolidated group members into GBCC, all
         Intercompany Claims will be deemed discharged. It is believed that
         these Intercompany Claims will be deemed to be satisfied for their
         stated principal amount (including accrued interest) immediately before
         the merger. Thus, COD income will not result to any of the Debtors as a
         result of the merger.

         As a result of the creation of the Liquidating Trust for the benefit of
         Creditors with other Claims against GBCC, GBCC will realize COD income
         in an amount equal to the difference between (i) the adjusted issue
         price of its outstanding notes held by the Creditors and the accrued
         interest from which GBCC is discharged and (ii) the fair market value
         of Liquidating Trust Assets transferred by GBCC in respect of the
         notes. Because GBCC is in bankruptcy, this COD income will not be
         included in its gross income.

         In general, the Internal Revenue Code provides that a debtor in a
         bankruptcy case must reduce certain of its tax attributes, including
         net operating loss carryforwards ("NOLs"), tax credits, and tax basis
         in its assets, by any COD income excluded from the debtor's gross
         income. Thus, to the extent that the Debtors realize COD income
         pursuant to the Plan, they will be required to reduce certain of their
         tax attributes by an amount equal to the amount of

                                                                         Page 67

<PAGE>

         COD income.

         Although the Debtors should have sufficient NOLs to offset income and
         gains resulting from the dispositions of properties, the Debtors may
         incur an alternative minimum tax equal to twenty percent (20%) of the
         amount of such income and gains. However, provided that the Debtors
         have sufficient alternative minimum tax NOLs, the alternative minimum
         tax rate will be reduced to an effective rate of two percent (2%).

D.       Treatment of the Liquidating Trust

         The Liquidating Trust will be established for the purpose of satisfying
         Claims by Liquidating Trust Assets transferred to it by the Debtors,
         and distributing the Cash. The Trust shall have no objective of
         continuing or engaging in any trade or business except to the extent
         reasonably necessary to, and consistent with, the liquidating purpose
         of the Liquidating Trust. It is intended that the Liquidating Trust be
         classified for federal income tax purposes as a "liquidating trust"
         within the meaning of section 301.7701-4(d) of the Treasury
         Regulations.

         The Liquidating Trust shall terminate on the earlier of (i) the date
         that is two years after the Effective Date or (ii) on distribution of
         all Liquidating Trust Assets in accordance with the Plan. During its
         existence, the Liquidating Trust shall not receive or retain Cash or
         cash equivalents in excess of a reasonable amount necessary to meet
         claims and contingent liabilities (including disputed claims) or to
         maintain the value of its assets during liquidation. The Liquidating
         Trustee shall use its continuing best efforts to dispose of the
         Liquidating Trust Assets, make timely Distributions, and not to unduly
         prolong the duration of the Liquidating Trust.

         The Liquidating Trust is expected to be taxable as a grantor trust
         within the meaning of Internal Revenue Code section 671, et seq. Thus,
         it will be treated as owned by the holders of Claims against the
         Debtors. Each owner of an interest in the Trust (a
         "Creditor-beneficiary") will therefore be considered for federal income
         tax purposes to own an undivided interest in the underlying assets of
         the Trust. In general, to the extent the Liquidating Trust is taxed as
         a grantor trust, the income of the Liquidating Trust will be taxed
         directly to its Creditor-beneficiaries. In computing the taxable income
         of each Creditor-beneficiary, there must be included those items of the
         Liquidating Trust's income, deductions, and credits that are
         attributable to the portion of the Liquidating Trust that is treated as
         owned by the Creditor-beneficiary. The Liquidating Trustee shall file
         returns for the Liquidating Trust as a grantor trust pursuant to
         Treasury Regulations section 1.671-4(a). The Creditor-beneficiaries
         shall be responsible for payment of any taxes due with respect to the
         operations of the Liquidating Trust.

         The Liquidating Trust may hold Liquidating Trust Assets for
         Creditor-beneficiaries who remain unidentified after the Effective Date
         (e.g., distributions to such Creditor-beneficiaries are returned as
         undeliverable). While there is no authority governing the treatment of
         such Creditor-beneficiaries, or their effect, if any, on the
         qualification of the Liquidating Trust as a grantor trust, the
         Liquidating Trust intends to pay tax on income and gain allocable to
         such

                                                                         Page 68

<PAGE>

         Creditor-beneficiaries at the highest rate applicable to trusts (for
         federal income tax purposes, currently, 39.6%), to the extent that
         income, gain, deduction, loss and credit (and each separate item
         thereof) recognized by the Liquidating Trust cannot be allocated to
         such Creditor-beneficiaries.

E.       Treatment of the Creditors

         1.       Generally. Each Creditor will recognize gain or loss in
                  ---------
                  respect of holding notes, in an amount equal to the difference
                  between (i) the sum of the amount of (A) Sale Proceeds, (B)
                  other Cash, and/or (C) the fair market value of Liquidating
                  Trust Assets it is treated as receiving (other than the
                  amounts, if any, treated as interest) in exchange for the
                  notes (or other evidences of indebtedness) it holds and (ii)
                  the adjusted tax basis of the notes (or other evidences of
                  indebtedness) in the hands of the Creditor.

                  The character of any income or loss realized by the Creditor
                  as capital gain or loss and, in the case of capital gain or
                  loss, as short-term or long-term, will depend on a number of
                  factors, including (i) the tax status of the Creditor, (ii)
                  whether the notes (or other evidences of indebtedness) are
                  capital assets in the hands of the Creditor as of the
                  Effective Date, and (iii) the length of time that the Creditor
                  has held the notes (or other evidences of indebtedness).

         2.       Receipt of Interest. Each creditor will recognize ordinary
                  --------------------
                  income to the extent it receives cash or property properly
                  allocable to interest that has not already been included by
                  the Creditor in income for federal income tax purposes under
                  its method of accounting. In the event that the cash and other
                  property properly allocable to interest is less than the
                  amount previously included as interest on the notes (or other
                  evidences of indebtedness) in the Creditor's federal income
                  tax return, the discharged portion of interest may be deducted
                  in the taxable year in which the Effective Date occurs.
                  Whether, and the extent to which, consideration distributed
                  under the Plan is properly allocable to interest is uncertain;
                  each Creditor should therefore consult its own tax advisor
                  concerning that subject.

         3.       Backup Withholding. Under the Code, interest, dividends and
                  ------------------
                  other "reportable payments" received by a Creditor may, under
                  certain circumstances, be subject to "backup withholding" at a
                  30% rate. Withholding generally applies if the payee (i) fails
                  to furnish his social security number or other taxpayer
                  identification number ("TIN"); (ii) furnishes an incorrect
                  TIN; (iii) fails to properly report interest or dividends; or
                  (iv) under certain circumstances, fails to provide a certified
                  statement, signed under penalty of perjury, that the TIN
                  provided is its correct number and that it is not subject to
                  backup withholding.

                                                                         Page 69

<PAGE>

                                       XV.
                            MISCELLANEOUS PROVISIONS

         As specified in section 1125(e) of the Bankruptcy Code, Persons that
solicit acceptances or rejections of the Plan and/or that participate in the
offer, issuance, sale, or purchase of securities offered or sold under the Plan,
in good faith and in compliance with the applicable provisions of the Bankruptcy
Code, are not liable, on account of such solicitation or participation, for
violation of any applicable law, rule, or regulation governing the solicitation
of acceptances or rejections of the Plan or the offer, issuance, sale, or
purchase of securities.

                                      XVI.
                                   CONCLUSION

         This Disclosure Statement has attempted to provide information
regarding the Debtors' estates and the potential benefits that might accrue to
holders of Claims against and Interests in the Debtors under the Plan as
proposed. The Plan is the result of extensive efforts by the Debtors, their
advisors, and management to provide the creditors with a meaningful dividend.
The Debtors believe that the Plan is feasible and will provide each holder of a
Claim against the Debtors with an opportunity to receive greater benefits than
those that would be received by termination of the Debtors' business and the
liquidation of their assets, or by any alternative plan or sale of the business
to a third party. The Debtors, therefore, hereby urge you to vote in favor of
the Plan.

Whether or not you expect to attend the Confirmation Hearing, which is scheduled
for May 2, 2002, at 9:30 a.m. Eastern Daylight Time, you must sign, date, and
    -----------
mail your ballot as soon as possible for the purpose of having your vote count
at such hearing. All votes must be returned to Stacey Jernigan, Esquire, Haynes
and Boone, L.L.P., 901 Main Street, Suite 3100, Dallas, Texas 75202-3714, as
indicated on the Ballot, on or before 4:00 p.m. Eastern Daylight Time on April
22, 2002. Any ballot which is illegible or which fails to designate an
acceptance or rejection of the Plan will not be counted as a vote.

                                                                         Page 70

<PAGE>

Dated as of March 20, 2002

                                            GREATE BAY CASINO CORPORATION
                                            Debtor and Debtor-In-Possession


                                            ____________________________________
                                            By:      John C. Hull
                                            Its:     Chief Executive Officer

                                            PPI CORPORATION
                                            Debtor and Debtor-In-Possession


                                            ____________________________________
                                            By:      John C. Hull
                                            Its:     Vice President

                                            PCPI FUNDING CORP.
                                            Debtor and Debtor-In-Possession


                                            ____________________________________
                                            By:      John C. Hull
                                            Its:     Vice President

                                            PPI FUNDING CORP.
                                            Debtor and Debtor-In-Possession


                                            ____________________________________
                                            By:      John C. Hull
                                            Its:     Vice President

                                                                         Page 71

<PAGE>

Counsel to the Debtors:
----------------------

Robert D. Albergotti, Esquire
Stacey Jernigan, Esquire
Ian T. Peck, Esquire
HAYNES AND BOONE, L.L.P.
901 Main Street, Suite 3100
Dallas, Texas 75201-3714
Telephone: (214) 651-5000


Steven K. Kortanek, Esquire
KLEHR, HARRISON, HARVEY, BRANZBURG & ELLERS LLP
919 Market Street, Suite 1000
Wilmington, Delaware 19801-3062
Telephone: (302) 426-1189

                                                                         Page 72

<PAGE>

                         UNITED STATES BANKRUPTCY COURT
                              DISTRICT OF DELAWARE

In re:                                   Chapter 11

Greate Bay Casino Corporation,           Case Nos.01-11729(PJW) through
PPI Corporation,                         01-11732 (PJW)
PCPI Funding Corp., and
PPI Funding Corp.                        Jointly Administered Under Case No. 01-
                                         11729 (PJW)

Debtors.                                 re: docket #14

                ORDER APPROVING THE SALE OF ALL OF THE ISSUED AND
             OUTSTANDING SHARES OF STOCK OF ADVANCED CASINO SYSTEMS
           CORPORATION TO ACSC ACQUISITION, INC., FREE AND CLEAR OF
               ALL LIENS, CLAIMS, INTERESTS AND ENCUMBRANCES, AND
               ASSUMPTION OF STOCK PURCHASE AGREEMENT, AS AMENDED,
            UNDER SECTIONS 105,363(f) AND 365 OF THE BANKRUPTCY CODE
            --------------------------------------------------------

         On this day came on for consideration the continued hearing on the
Debtors' Motion for Order Authorizing Private Sale of the Common Stock of Wholly
Owned Non-Debtor Subsidiary, Advanced Casino Systems Corporation, Free And Clear
Of Liens, Claims, And Encumbrances, Pursuant To 11 U.S.C. (S)363(f) And F.R.B.P.
6004 And for Authority to Assume Stock Purchase Agreement Relating Thereto
Pursuant To 11 U.S.C. (S)365 (the "Sale Motion") filed by Greate Bay Casino
Corporation ("GBCC"), PPI Corporation ("PPI"), PCPI Funding Corp. ("PCPI
Funding") and PPI Funding Corp. ("PPI Funding"), the four above-referenced
Debtors-in-Possession (collectively, the "Debtors")./1/ After reviewing the Sale
Motion, the Stock Purchase Agreement, as amended,/2/ and

---------------------------
1        Capitalized terms used in this Sale Approval Order without definition
         shall have the meaning assigned to them in the Stock Purchase Agreement
         annexed to the Sale Motion.

2        The Stock Purchase Agreement, which was annexed to the Sale Motion, was
         amended by that certain Amendment No. 1 to Stock Purchase Agreement,
         dated as of February 4, 2002, which was annexed to that certain Order
         Continuing Hearing on Debtors' Sale Motion and Approving(i) Break-Up
         Fee, Overbid Protections, and Certain Other Bid Procedures in
         Connection with Proposed Sale of Common Stock of Non-Debtor Subsidiary,
         Advanced Casino Systems Corporation, and (ii) Form and Manner of
         Notice Related to Sale, which Order was entered February 5, 2002, and
         is further described herein. References herein to the Stock Purchase
         Agreement, as amended, refer to this Amendment No. 1 to the Stock
         Purchase

                                       1

<PAGE>

the Exhibits thereto, the objections to the Sale Motion and responses thereto,
the files and records of this case, as well as the testimony offered at the
January 31, 2002 and March 6, 2002 hearings on the Sale Motion ("Sale
Hearings"), and the arguments of counsel; and after due deliberation and
sufficient cause appearing therefor,

     IT IS HEREBY FOUND, CONCLUDED AND DETERMINED THAT:

     A.   The findings and conclusions set forth herein constitute this Court's
findings of fact and conclusions of law pursuant to Bankruptcy Rule 7052, which
is made applicable to this proceeding pursuant to Bankruptcy Rule 9014. To the
extent that any finding of fact shall later be determined to be a conclusion of
law it shall be so deemed and vice versa.

     B.   This Court has jurisdiction to hear and determine the Sale Motion
pursuant to 28 U.S.C. (S)(S) 157 and 1334.

     C.   This is a core proceeding pursuant to 28 U.S.C. (S)(S) 157(b)(2)(A),
(N) and (0).

     D.   Venue of this cue in this district is proper pursuant to 28 U.S.C. (S)
1408 and venue of this proceeding is proper pursuant to 28 U.S.C. (S) 1409(a).

     E.   The statutory predicates for the relief requested herein are Sections
105(a), 363 and 365 of the Bankruptcy Code and Bankruptcy Rules 2002, 6004, 6006
and 9019.

     F.   Notice of the Sale Motion, the Sale Hearings and the sale of the
Shares has been given by the Debtors to all parties in interest and creditors in
these cases, including all persons and entities having a claim, lien or interest
in or relating to the Shares in accordance with Bankruptcy Rule 6004(c), and as
otherwise described in the Sale Motion. Such notice of the Sale Motion, the Sale
Hearings and the sale of the Shares constitutes proper, timely, adequate and
sufficient notice to all creditors and parties in interest, in accordance with
all applicable law, including without limitation Section 102(l) of the
Bankruptcy Code and Bankruptcy Rules 2002,

                                        2

<PAGE>

6004, 6006 and 9019 and the orders of this Court. No other or further notice
of the Sale Motion, the Sale Hearings, the sale of the Shares or the entry of
this Sale Approval Order is required.

         G. A reasonable opportunity to object and to be heard regarding the
relief requested in the Sale Motion has been afforded to all interested persons
and entities including, but not limited to, the Office of the United States
Trustee, HWCC-Holdings, Inc. ("HWCC"), Las Vegas Sands, Inc. ("LVSI"), each
party in interest that has requested notice pursuant to Federal Rule of
Bankruptcy Procedure 2002, Buyer, and all parties known to have asserted a
lien, claim or interest in or against the Shares.

         H. On December 28, 2001 (the "Petition Date"), each of the Debtors
filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code.
Since the Petition Date, the Debtors have continued to operate their businesses
and manage their assets as debtors-in-possession pursuant to Sections 1107 and
1108 of the Bankruptcy Code. No trustee, examiner or committee has been
appointed in the Debtors' Chapter 11 cases.

         I. GBCC is a publicly held company, incorporated in Delaware, whose
stock is traded on the over-the-counter bulletin board. GBCC is the ultimate
parent of the other Debtors. PPI is a wholly owned direct subsidiary of GBCC,
and PCPI Funding and PPI Funding are each 100% directly owned by PPI. None of
the Debtors are operating companies, although they do have substantial
indebtedness.

         J. The Debtors believe that there is only one significant creditor
affected by these cases. That creditor is HWCC, a wholly owned subsidiary of
Hollywood Casino Corporation, which asserts it is owed approximately $60 million
(in the aggregate) by two of the Debtors. Prior to January 1, 1997, Hollywood
Casino Corporation was the 80% parent of the Debtor GBCC.

                                       3

<PAGE>

         K. Other than the claims of HWCC, the Debtors believe that there are
only a few small trade claims (all under $5,000) against GBCC and possibly some
small tax claims that exist against these Debtors.

         L. LVSI, a party whose predecessor entered into a trademark license
agreement with GBCC on May 19, 1987, asserts that it is an unsecured creditor of
GBCC, holding a claim with a present value of approximately $2 million. LVSI
objected to the Sale Motion.

         M. The United States Trustee also objected to the Sale Motion.

         N. In years prior to the Petition Date, GBCC and its present and former
subsidiaries conducted three primary areas of business activities: (i) hotel
ownership and management; (ii) management services for casino operations; and
(iii) ownership and operation of the Sands Hotel and Casino in Atlantic City,
New Jersey. As a result of previous bankruptcies of certain of GBCC's
subsidiaries, GBCC's current business activity consists solely of the operation
of Advanced Casino Systems Corporation ("ACSC"), its indirect wholly owned
subsidiary. ACSC is the wholly owned direct subsidiary of the Debtor, PPI, ACSC
provides information technology systems for various casinos throughout North
America and is the sole remaining revenue-producing entity in the GBCC family.
The Debtors believe that ACSC is solvent, and ACSC is not a debtor in these
proceedings.

         0. As alluded to above, all of the stock of ACSC (the "Shares") is
owned by PPI, and, with the exception of some cash that PPI has on hand, the
Shares are the only asset of the Debtors' estates with material value.

         P. The Debtors' uncontroverted testimony was that they filed these
cases with the goal of maximizing value for their creditors and interest holders
through a transaction to sell the

                                       4

<PAGE>

Shares and then distributing the sale proceeds and other remaining assets to the
Debtors' creditors and winding down the business affairs of the Debtors.

         Q. Simultaneously with the filing of the four Debtors' voluntary
petitions under Chapter 11, the Debtors filed a "Debtors' Joint Chapter 11 Plan
Dated December 28, 2001" (the "Plan") which contemplates the distribution of the
sale proceeds realized from a sale of the Shares to HWCC. The Plan has been
pre-negotiated with HWCC. The Debtors' Plan proposes that the miscellaneous
vendor and tax claims in these cases (none of which the Debtors expect to exceed
$15,000 in amount) will be paid in cash in full (from other available cash of
the Debtors) on the effective date of the Plan or, if applicable, as soon as any
such claim becomes allowed by the Court.

         R. The Debtors testified that, prepetition, and in the face of the
Debtors' insolvency, and in conjunction with the Debtors' efforts to find the
optimal way to maximize value for their creditors and shareholders, the Debtors,
for several months, undertook an extensive process to evaluate strategic
alternatives. The strategic alternatives that were evaluated included, among
other things, a possible sale of ACSC to a strategic or financial buyer or an
outright liquidation of the Debtors and conveyance of the assets (including the
Shares) directly to the Debtors' creditor(s). The Debtors determined, in the
exercise of their business judgment and based upon advice from financial
advisors, that a sale of the Shares to an interested party would likely provide
the fairest and best available opportunity to maximize value to constituents.

         S. Accordingly, the Debtors and ACSC, with the assistance of CIBC World
Markets, Inc. ("CIBC"), and in consultation with Hollywood Casino Corporation,
actively sought out prospective purchasers for ACSC for most of the year 2000
and conducted a prepetition auction for the sale of the Shares. CIBC and the
Debtors identified various parties who might be

                                       5

<PAGE>

prepared to bid for the Shares, and made due diligence materials available to
such prospective bidders. As a result of these marketing efforts, and after
discussions with various parties who expressed interest in bidding on ACSC and
the Shares (and after discussions with one other party who actually submitted a
bid), the Debtors and Bally's Gaming, Inc. ("Bally's") began in-depth
discussions concerning a possible sale of ACSC to Bally's. These negotiations
intensified in September 2001 and entailed good faith, arms' length negotiations
that occurred over the next several weeks.

         T. On December 19, 2001, the discussions with Bally's culminated into
an agreement by GBCC, PPI and ACSC to sell the Shares to ACSC Acquisitions,
Inc., a Nevada corporation and wholly owned subsidiary of Bally's (the "Buyer").
The Stock Purchase Agreement by and among Buyer, ACSC, PPI and GBCC, dated as of
December 19, 200l was attached to the Sale Motion. The Debtors provided
testimony at the January 31, 2002 Sale Hearing that they, in consultation with
CIBC, believe that (1) Buyer submitted the highest and best offer for the
purchase of the Shares under the Stock Purchase Agreement, (2) the Purchase
Price under the Stock Purchase Agreement is fair and reasonable, and (3) a
higher and better price for the Shares was not likely to be obtained by further
sale efforts.

         U. In connection with the Stock Purchase Agreement, and in light of the
Debtors' financial condition and level of indebtedness, the Debtors and Buyer
agreed that Buyer's acquisition of the Shares would be implemented pursuant to
Chapter 11 filings by each of the Debtors and, specifically, through a motion
filed pursuant to Sections 363 and 365 of the Bankruptcy Code seeking Bankruptcy
Court approval for the sale of the Shares and, relatedly, approval for GBCC's
and PPI's assumption of the Stock Purchase Agreement.

                                       6

<PAGE>

         V. At the January 31, 2002 Sale Hearing, after hearing the evidence and
arguments of counsel, the Court determined that a further postpetition marketing
effort with regard to the Shares was warranted. Accordingly, the Court, at the
January 31, 2002 Sale Hearing, considered the Debtors' Alternative Motion for
Order Approving: (i) Break-Up Fee, Overbid Protections, and Certain Other Bid
Procedures in Connection with Proposed Sale of Common Stock of Advanced Casino
Systems Corporation; and (ii) Form and Manner of Notice Related to Sale (and
Brief in Support) (the "Alternative Bid Procedures Motion") that had been filed
and set for hearing simultaneously with the Sale Motion.

         W. The Court subsequently entered its Order Continuing Hearing on
Debtors' Sale Motion and Approving (i) Break-Up Fee, Overbid Protections, and
Certain Other Bid Procedures in Connection with Proposed Sale of Common Stock of
Non-Debtor Subsidiary, Advanced Casino Systems Corporation, and (ii) Form and
Manner of Notice Related to Sale (the "Bid Procedures Order") on February 5,
2002.

         X. The Bid Procedures Order continued the hearing on the Sale Motion to
March 6, 2002 at 3:00 p.m. and established certain bidding procedures for the
Shares and bid protections for the Buyer (including a break-up fee and expense
reimbursement), to ensure that there was an exhaustive marketing process with
regard to the Shares.

         Y. Among other things, the Bid Procedures Order required: (I) that,
within 72 hours of the entry of the Bid Procedures Order, the Debtors should
send a notice of the Bid Procedures Order and an opportunity to submit competing
bids to "[at least 20 financial investors who are generally recognized as having
the capability to consummate a transaction of this magnitude, every publicly
traded corporation registered with or reporting to the Nevada Gaming Commission,
every licensed casino operator in Atlantic City, New Jersey, every major company

                                       7

<PAGE>

licensed as a manufacturer of gaming devices in Nevada and New Jersey, and any
persons given to the Debtors by LVSI"; (2) that the Debtors should cause a
notice of the opportunity to submit competing bids for the Shares to be
published "as soon as practicable in local newspapers in Atlantic City and Las
Vegas"; (3) that March 1, 2002, at 11:00 a.m. Eastern Standard Time would be the
deadline for any competing bids; (4) that any competing bids should (a) be
submitted on a form substantially similar to the Stock Purchase Agreement; (b)
be all cash, (c) not be subject to due diligence, financing, or regulatory
approval; and (d) provide aggregate consideration having a value at least equal
to $15,150,001; and (5) an auction should occur on March 5, 2002 at 11:00 a.m.
E.S.T., at the offices of Klehr, Harrison, Harvey, Branzburg & Ellers, LLP, 919
Market Street, Suite 1000, Wilmington, DE 19801, if there were competing bids
submitted for the Shares.

     Z.  LVSI was timely provided by Debtors' counsel copies of the service
lists that were prepared by the Debtors in order to comply with the notice
requirements of the Bid Procedures Order and LVSI did not supply to the Debtors
the names of any additional persons that it believed should be provided notice
of the opportunity to submit competing bids for the Shares.

     AA. The Bid Procedures Order provided that the Court would reconvene the
hearing on the Sale Motion on March 6, 2002, at 3:00 p.m. E.S.T., and would
incorporate at such hearing the record of the evidence presented at the January
31, 2002 Sale Hearing and take additional evidence relating to any competing
bids and auction as appropriate, and, if no competing bids were received by the
Debtors and no auction occurred, then the Court would enter an order approving
the sale of the Shares to the Buyer under the Stock Purchase Agreement, as
amended.

                                       8

<PAGE>

     BB.  The uncontroverted evidence at the March 6, 2002 Sale Hearing
established that the Debtors complied with the terms of the Bid Procedures
Order, and, among other things served notice of the opportunity to submit
competing bids for the Shares to approximately 160 additional entities, and
published notice of the opportunity to bid on the Shares in the Press of
Atlantic City and the Las Vegas Review Journal, and that there were no competing
bids submitted for the Shares by March 1, 2002, in accordance with the Bid
Procedures Order, and thus, no auction for the Shares on March 5, 2002.

     CC.  The Debtors have presented credible and uncontroverted evidence that
their collective prepetition and postpetition marketing efforts, advertising and
solicitations conducted in connection with the sale of the Shares (and
specifically, the Debtors' compliance with the procedures set forth in the
February 5, 2002 Bid Procedures Order) were adequate and reasonable to obtain
the highest and best offer for the sale of the Shares. A reasonable opportunity
to object and to be heard regarding the relief requested in the Sale Motion has
been afforded to all interested persons and entities including, but not limited
to, the Office of the United States Trustee, HWCC, LVSI, each party in interest
that has requested notice pursuant to Federal Rule of Bankruptcy Procedure 2002,
Buyer, and all parties known to have asserted a lien, claim or interest in or
against the Shares.

     DD.  Consummation of the sale of the Shares under the Stock Purchase
Agreement, as amended, is in the best interests of each of the Debtors, their
respective creditors and their respective estates. The sale of the Shares under
the Stock Purchase Agreement, as amended, is in contemplation of a chapter 11
plan and is thus a transfer pursuant to Section 1146(c) of the Bankruptcy Code,
and shall not be taxed under any law imposing a stamp tax or a sale, transfer or
any other similar tax.

                                       9

<PAGE>

     EE.  The Stock Purchase Agreement, as amended, was negotiated at arm's
length, was proposed in good faith, and represents the highest and best offer
for the sale of the Shares. The Purchase Price is fair and reasonable and
consltitutes fair consideration and reasonably equivalent value under the
Bankruptcy Code and applicable state law. Buyer has demonstrated adequately its
financial wherewithal to pay the Purchase Price and its commitment to promptly
close the transactions contemplated by the Stock Purchase Agreement, as amended.
The Debtors' largest creditor, HWCC, which asserts claims of approximately $60
million, supports the sale to Buyer under the Stock Purchase Agreement, as
amended.

     FF.  It is in the best interest of the Debtors, their respective creditors
and their respective estates that this Court enter this Sale Approval Order
authorizing, under Sections 105(a), 363 and 365 of the Bankruptcy Code: (1) the
Seller to assume the Stock Purchase Agreement, as amended, under Section 365 of
the Bankruptcy Code; and (2) the Seller to complete the sale of the Shares to
Buyer, under Section 363 of the Bankruptcy Code, subject to the terms and
conditions of the Stock Purchase Agreement, as amended, free and clear of (a)
all mortgages, security interests, conditional sale or other title retention
agreements, pledges, liens, judgments, demands, encumbrances, interests, rights
of others, easements, restrictions or charges of any kind or nature, if any,
including, without limitation, any tax liens or judgments or liens or judgments
of any other governmental authorities or any restrictions upon the use, voting,
transfer, receipt of income or other exercise of any attributes of ownership
(the foregoing collectively referred to herein as "Liens"); and (b) all debts
arising in any way in connection with any acts or omissions of the Seller or any
of the other Debtors, claims (as that term is defined in Section l0l(5) of the
Bankruptcy Code) against the Seller or any of the other Debtors arising upon or
prior to the Closing Date and obligations, demands, guaranties, options, rights,
contractual

                                       10

<PAGE>

commitments, restrictions, interests and matters of or against the Seller or any
of the other Debtors of any kind and nature, whether arising prior to or
subsequent to the commencement of these cases, whether matured or unmatured,
whether liquidated or unliquidated, whether known or unknown and whether imposed
by agreement, understanding, law, equity or otherwise, including, without
limitation, any tax claims, charges, penalties or other assessments by
governmental authorities and claims of the kind specified in Sections 502(g),
502(h) and 502(i) of the Bankruptcy Code (the foregoing collectively referred to
as "Claims").

     GG.  Upon the entry of this Sale Approval Order: (1) the sale of the Shares
to Buyer shall be deemed to have been duly and validly authorized by all
necessary corporate action of the Seller; (2) the Seller shall have all the
corporate power and authority necessary to consummate the transactions
contemplated by the Stock Purchase Agreement, as amended, and to execute and
deliver all documents and perform all acts contemplated by the Stock Purchase
Agreement, as amended, to complete the transactions thereunder; (3) other than
those consents expressly provided for in the Stock Purchase Agreement, as
amended, no consents, approvals or orders (including any order otherwise
required under applicable state law) are required for the Seller to consummate
the transactions contemplated by the Stock Purchase Agreement, as amended; and
(4) no further order or approval by this Court shall be required.

     HH.  The sale of the Shares as contemplated by the Stock Purchase
Agreement, as amended, and this Sale Approval Order: (1) is, or will be, a
legal, valid and effective transfer of property of the Seller's estate to Buyer;
and (2) vests, or will vest, Buyer with all right, title and interest of the
Seller in and to the Shares free and clear of all Liens and Claims.

     II.  The Stock Purchase Agreement, as amended, has been proposed by Buyer
and the Debtors in good faith in accordance with the standards of applicable
law, including in re Abbotts

                                       11

<PAGE>

Dairies of Pennsylvania, Inc., 788 F.2d 143 (3d Cir. 1986). Buyer is not
affiliated with any of the Debtors. There are no promises, arrangements or
commitments other than those set forth in the Stock Purchase Agreement, as
amended, the Exhibits, and the other pleadings or documents submitted to the
Court in connection with the proposed sale. Buyer has acted in "good faith" and
is a "good faith purchaser" within the meaning of Section 363(m) of the
Bankruptcy Code and, as such, is entitled to the protections afforded thereby.
No party has engaged in any conduct that would cause or permit the Stock
Purchase Agreement, as amended, to be avoided under Section 363(n) of the
Bankruptcy Code.

     JJ.  In the absence of a stay of this Sale Approval Order by a court of
competent jurisdiction, the Seller and Buyer will both be acting in good faith
within the meaning of Section 363(m) of the Bankruptcy Code in consummating the
transactions contemplated by the Stock Purchase Agreement, as amended, at any
time after the entry of this Sale Approval Order.

     KK.  All of the provisions of this Sale Order are nonseverable and mutually
dependent.

     NOW, THEREFORE, IT IS HEREBY ORDERED, ADJUDGED AND DECREED THAT:

     1.   The Sale Motion is granted.

     2.   Any objections to the Sale Motion or the relief requested therein
which have not been withdrawn, waived or settled, and all reservations of rights
included therein, are overruled on the merits.

     3.   The assumption of the Stock Purchase Agreement, as amended, by Seller
and Greate Bay is hereby approved under Section 365 of the Bankruptcy Code, and
the terms and conditions of the sale of the Shares pursuant to the Stock
Purchase Agreement, as amended, are hereby approved in all respects. Pursuant to
the provisions of Sections 105(a) and 363 (including

                                       12

<PAGE>

Section 363(f)) of the Bankruptcy Code, the Seller is hereby authorized to sell
the Shares to Buyer (and consummate the transactions related thereto) as
provided in, and subject to the terms and conditions of, the Stock Purchase
Agreement, as amended, free and clear of all Liens and Claims. No further
consent, approval or order, including any separate authorization of any state
court contemplated by applicable state law, is required for such sale and
transfer.

         4.    By the issuance of this Sale Approval Order, the Seller is
authorized to execute and deliver, and empowered fully to perform under,
consummate and implement, the Stock Purchase Agreement, as amended, in
accordance with the terms thereof, together with all additional instruments and
documents that may be reasonably necessary or desirable to implement the Stock
Purchase Agreement, as amended, and to take all further actions that may be
reasonably necessary or desirable for the purpose of assigning, transferring,
granting, conveying and conferring to Buyer, or reducing to Buyer's possession,
the Shares, or as otherwise may be necessary or appropriate to the performance
of the obligations contemplated by the Stock Purchase Agreement, as amended.
Greate Bay is directed to cause the Seller to sell and transfer the Shares to
Buyer in accordance with the Stock Purchase Agreement, as amended.

         5.    Pursuant to Sections 105(a) and 363(f) of the Bankruptcy Code and
subject to the terms and conditions of the Stock Purchase Agreement, as amended,
the Shares shall be transferred to Buyer upon the Closing Date and shall be free
and clear of all Liens and Claims. Upon the Closing Date, all such Liens and
Claims shall be released, terminated and discharged as to the Shares and, to
the extent not satisfied at Closing, shall attach to the proceeds of the sale
of the Shares (the "Proceeds") in the order of their priority, with the same
validity, force and effect, if any, which they now have as against the Shares.
Notwithstanding the foregoing, the Debtors may pay, and shall pay to the extent
required under the Stock Purchase Agreement, as amended.

                                       13

<PAGE>

or any other order of this Court, out of the Proceeds (i) any Break-Up Fee due
and owing, which, if payable, shall be the first funds paid from the Proceeds,
and (ii) all ordinary and necessary direct costs of closing the sale of the
Shares.

         6. On and after the Closing Date under the Stock Purchase Agreement, as
amended, all persons and entities holding Liens and Claims of any kind and
nature against any of the Debtors or with respect to the Shares are hereby
barred and enjoined from asserting such Liens and Claims against the Shares,
Buyer, its successors, assigns, affiliates, shareholders, members, officers,
directors or trustees; provided that nothing herein shall limit, or shall be
deemed to limit, any rights or remedies of the Debtors with respect to any
breach of, or default under, the Stock Purchase Agreement, as amended, by Buyer.

         7. Upon the Closing Date, all Liens on or Claims against the Shares
shall, without the necessity of further action on the part of any creditor be
deemed released and discharged. Upon the Closing Date, the creditors of each of
the Debtors are authorized and directed to execute such documents and take all
other actions as may be reasonably necessary to document and effect the release
of their Liens on or Claims against the Shares, if any, as such Liens and Claims
may have been recorded or may otherwise exist.

         8. This Sale Approval Order: (a) is and shall be effective as a
determination that, upon the Closing Date, all Liens on or Claims against the
Shares before the Closing have been unconditionally released, discharged and
terminated, and that the conveyances described herein have been effected; and
(b) is and shall be binding upon and govern the acts of all entities,
including, without limitation, all filing agents, filing officers, title agents,
title companies, recorders of mortgages, recorders of deeds, registrars of
deeds, administrative agencies, governmental departments, secretaries of state,
federal, state and local officials and all other

                                       14

<PAGE>

persons and entities who may be required by operation of law, the duties of
their office or contract to accept, file, register or other otherwise record or
release any documents or instruments related to, or who may be required to
report or insure any title or state of title in or to, any of the Shares.

         9.   Each and every federal, state and local governmental agency or
department hereby is directed to accept any and all documents and instruments
necessary and appropriate to consummate the transactions contemplated by the
Stock Purchase Agreement, as amended.

         10.  If any person or entity that has filed financing statements or
other documents or agreements evidencing Liens on or interests in the Shares
shall not have delivered to the Debtors prior to the Closing Date, in proper
form for filing and executed by the appropriate parties, appropriate Uniform
Commercial Code releases, instruments of satisfaction, or releases of all Liens
which the person or entity has with respect to the Shares, the Debtors are
hereby authorized from and after the Closing Date to execute and file such
statements, instruments, releases and other documents on behalf of the person or
entity only with respect to releasing Liens on the Shares or any other assets or
properties of the Debtors (any such unauthorized filings being null and void).

         11.  Except as otherwise expressly provided in the Stock Purchase
Agreement, as amended, or as otherwise specifically provided in this Sale
Approval Order, Buyer shall have no liability or responsibility for any
liability or other obligation of the Debtors arising under or related to the
Shares. Without limiting the generality and effect of the foregoing, the sale of
the Shares will not subject Buyer to any liability for claims against any Debtor
or the Shares by reason of such transfer under the laws of the United States,
any state, territory or possession thereof or the District of Columbia
applicable to such transactions. Buyer shall not be deemed,

                                       15

<PAGE>

as a result of any action taken in connection with the Stock Purchase Agreement,
as amended, to: (a) be the successor of any of the Debtors or of any operation
of the Debtors; (b) have, de facto or otherwise, merged with or into any of the
Debtors; (c) be a mere continuation or substantial continuation of any of the
Debtors or of the enterprise of any or all of the Debtors; or (d) be responsible
for any liability of any of the Debtors or for payment of any benefit accruing
to any of the Debtors, all except to the extent specifically and explicitly
provided for in the Stock Purchase Agreement, as amended.

     12. This Court retains jurisdiction: (a) to enforce and implement the terms
and provisions of the Stock Purchase Agreement, all amendments thereto, any
waivers and consents thereunder, and each of the agreements executed in
connection therewith; (b) to compel delivery of the Shares to Buyer under the
terms and conditions of the Stock Purchase Agreement, as amended; (c) to resolve
any disputes arising under or related to the Stock Purchase Agreement, as
amended; (d) to hear and determine any disputes relative to Liens on or Claims
against the Shares; and (e) to interpret, implement and enforce the provisions
of this Sale Approval Order, specifically including, without limitation, all
provisions related to Liens and Claims.

     13. Buyer has acted in "good faith" and is a purchaser of the Shares in
good faith as determined in accordance with applicable law, including, without
limitation, Section 363(m) of the Bankruptcy Code and In re Abbotts Dairies of
Pennsylvania, Inc., 788 F.2d 143 (3d Cir. 1986), and is entitled to all of the
protections afforded by Section 363(m) of the Bankruptcy Code.

     14. In the absence of a stay by a court of competent jurisdiction, if Buyer
closes under the Stock Purchase Agreement, as amended, at any time after entry
of this Sale Approval Order, then, with respect to the Stock Purchase Agreement,
as amended, Buyer shall be entitled to all of

                                       16

<PAGE>

the protections of Section 363(m) of the Bankruptcy Code should this Sale
Approval Order or an authorization contained herein be reversed or modified on
appeal.

     15.  For good cause shown, the provisions of Bankruptcy Rule 6004(g) are
hereby waived and the stay provided therein lifted, and this Sale Approval Order
shall be effective and enforceable immediately upon entry.

     16.  The sale and transfer of the Shares to Buyer under the Stock Purchase
Agreement, as amended, is a transfer pursuant to Section 1146(c) of the
Bankruptcy Code and, accordingly, shall not be subject to taxation under any
state or local law imposing a stamp, transfer or similar tax.

     17.  The terms and provisions of the Stock Purchase Agreement, as amended,
together with the terms and provisions of this Sale Approval Order, shall be
binding in all respects upon, and shall inure to the benefit of, each of the
Debtors, its estate and its creditors, Buyer, and their respective affiliates,
successors and assigns, and any affected third parties and persons asserting a
claim against or interest in any Debtor's estate or any of the Shares,
notwithstanding any subsequent appointment of any trustee for a Debtor under any
chapter of the Bankruptcy Code, as to which trustee such terms and provisions
likewise shall be binding in all respects.

     18.  The failure specifically to include any particular provisions of the
Stock Purchase Agreement, as amended, or any of the documents, agreements or
instruments executed in connection therewith in this Sale Approval Order shall
not diminish or impair the efficacy of such provision, document, agreement or
instrument, it being the intent of this Court that the Stock Purchase Agreement,
as amended,  and each such document, agreement or instrument be authorized and
approved in its entirety.

                                       17

<PAGE>

         19. The Stock Purchase Agreement, as amended, and any related
agreements, documents or other instruments may be modified, amended or
supplemented by the parties thereto in accordance with the terms thereof without
further order of this Court, provided that any such modification, amendment or
supplement is not material. As used herein, the term "Stock Purchase Agreement"
shall refer to such agreement as so modified.

         20. The provisions of this Sale Approval Order shall be self executing
and each and every federal, state or local agency, department or governmental
authority with regulatory authority over bulk sales are hereby directed to
accept this Sale Approval Order as binding authority to consummate the
transaction contemplated in the Stock Purchase Agreement, as amended.


Dated:  Wilmington, Delaware
        March 6, 2002


                                                 /s/ Peter J. Walsh
                                                 -------------------------------
                                                 UNITED STATES BANKRUPTCY JUDGE

                                       18


<PAGE>

                                    Exhibit C
                                    ---------
            Corporate Organizational Structure (as of Petition Date)

                                ---------------
                                    Public*
                                ---------------
                                           100%
                     --------------------------------------
                          Greate Bay Casino Corporation
                        (f/k/a Pratt Hotel Corporation)
                     --------------------------------------
                                           100%
                          -----------------------------
                                PPI Corporation
                          -----------------------------

             100%                          100%                      100%
------------------------    ------------------------    ------------------------
   PCPI Funding Corp.           PPI Funding Corp.           Advanced Casino
                                                                Systems
                                                             Corporation**
------------------------    ------------------------    ------------------------



*GBCC is a publicly held company whose shares of common stock are traded on the
OTC-BB and approximately 36.26% of such common stock is held by members of the
Pratt family of Dallas, Texas (either directly or through family trusts).

**The stock of this entity was sold March 19, 2002, pursuant to order entered
March 6, 2002 in this case.

<PAGE>

                                    Exhibit D
                                    ---------
                   Corporate Organizational Structure (Past)

                                    [GRAPH]

 *GBCC is a publicly held company whose shares of common stock are traded on
the OTC-BB and approximately 36.26% of such common stock is held by members of
the Pratt family of Dallas, Texas (either directly or through family trusts).