On December 30, 2012, the Board of Directors (the "Board") of Greektown Superholdings, Inc. (the "Company") authorized and declared a dividend distribution of one right (a "Right") for (A)(i) each share of Series A-1 Common Stock, par value $0.01 per share (the "Series A-1 Common Stock"), (ii) each share of Series A-2 Common Stock, par value $0.01 per share (the "Series A-2 Common Stock" and, together with the Series A-1 Common Stock, the "Company Common Stock"), (iii) each share of Series A-1 Preferred Stock, par value $0.01 per share (the "Series A-1 Preferred Stock"), and (iv) each share of Series A-2 Preferred Stock, par value $0.01 per share (the "Series A-2 Preferred Stock" and, together with the Series A-1 Preferred Stock, the "Company Preferred Stock" and together with the Company Common Stock, the "Company Voting Stock"), in each case, of the Company outstanding at the close of business on January 15, 2013 (the "Record Date") and (B) for each share of Company Preferred Stock issuable upon exercise of any warrants to purchase capital Company Preferred Stock and for each share of Company Preferred Stock that has been accrued as a dividend upon Company Preferred Stock. The distribution/payment date of the Rights dividend will be January 24, 2013, but such distribution/payment date may be delayed or suspended if required by the Michigan Gaming Control Board. The Company believes that the distribution/payment of the Rights dividend does not contravene any Michigan Gaming Control Board order or any regulation, but has requested guidance from the staff of the Michigan Gaming Control Board. Each Right entitles the registered holder to purchase from the Company three-quarters
(0.75) of a share of Series A-1 Common Stock at a price initially equal to the then current market price for three-quarters (0.75) of a share Series A-1 Common Stock, subject to adjustment (the "Purchase Price"). The complete terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") dated December 31, 2012, between the Company and Continental Stock Transfer & Trust Company.

The Rights Agreement is intended to protect the Company and its stockholders from efforts to obtain control of the Company that the Board of Directors determines are not in the best interests of the Company and its stockholders, and to enable all stockholders to realize the long-term value of their investment in the Company. In general terms, it works by imposing a significant penalty upon any person or group that acquires 25% or more of the Company Voting Stock without approval of the Board or without entering a Minority Shareholder Protection Agreement (described below). As a result, the overall effect of the Rights Agreement and the issuance of the Rights may be to render more difficult or discourage a merger, tender or exchange offer or other business combination involving the Company that is not approved by the Board. However, neither the Rights Agreement nor the Rights should interfere with any merger, tender or exchange offer or other business combination approved by the Board.

The following is a summary of the terms of the Rights Agreement and the Minority Shareholder Protection Agreement attached as an Exhibit to the Rights Agreement. The summary does not purport to be complete and is qualified in its entirety by reference to the Rights Agreement, including the attached Minority Shareholder Protection Agreement, a copy of which is attached as Exhibit 4.1 and incorporated herein by reference.

Distribution and Transfer of Rights; Rights Certificates

The Board has declared a dividend of one Right for (i) each outstanding share of Company Voting Stock, (ii) each share of Company Preferred Stock issuable upon exercise of any warrants to purchase capital Company Preferred Stock and (iii) each share of Company Preferred Stock that has been accrued as a dividend upon Company Preferred Stock. Prior to the Distribution Date referred to below:

· the Rights will be evidenced by and trade with the certificates for the Company Voting Stock shares (or, with respect to any uncertificated Company Voting Stock shares registered in book entry form, by notation in book entry), together with a copy of this Summary of Rights, and no separate rights certificates will be distributed;

· new Company Voting Stock share certificates issued after the Record Date will contain a legend incorporating the Rights Agreement by reference (for uncertificated Company Voting Stock shares registered in book entry form, this legend will be contained in a notation in book entry); and

· the surrender for transfer of any certificates for Company Voting Stock shares (or the surrender for transfer of any uncertificated Company Voting Stock shares registered in book entry form) will also constitute the transfer of the Rights associated with such Company Voting Stock shares.

Rights will accompany any new Company Voting Stock shares that are issued after the Record Date.

Distribution Date

Subject to certain exceptions specified in the Rights Agreement, the Rights will become exercisable upon the earlier of (i) the close of business on the tenth
(10th) calendar day after the first date of public announcement (which, for purposes of this definition, shall include, without limitation, a report filed or amended pursuant to Section 13(d) under the Exchange Act) by the Company or an Acquiring Person that an Acquiring Person has acquired 25% or more of the Company Voting Stock then outstanding, or (ii) the close of business on the tenth (10th) calendar day (or such later date as the Board shall determine) after the date that a tender or exchange offer by any person or group (other than the Company, any subsidiary of the Company, any employee benefit and/or savings plan of the Company or of any subsidiary of the Company, or any person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan) is first published or sent, if upon consummation thereof, such person or group would own 25% or more of the Company Voting Stock then outstanding.

The date on which the Rights become exercisable is referred to as the "Distribution Date."

After the Distribution Date, the Company will mail Rights certificates to the holders of the Company Voting Stock as of the close of business on the Distribution Date and the Rights will become transferable apart from the Company Voting Stock shares. Thereafter, such Rights certificates alone will represent the Rights.

A person that would otherwise become an Acquiring Person, can avoid triggering the Distribution Date by signing the Minority Shareholder Protection Agreement that is attached as an Exhibit to the Rights Agreement. Existing shareholders that hold more than the 25% threshold may avoid triggering the exercisability of . . .

The information included in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

On December 30, 2012, the Board amended the Company's Bylaws. The amendment was effective immediately and consists of changes to the following provisions:

(i) Article II, Section 3, which establishes that only the chairperson of the Board, the chief executive officer of the Company or a majority of the Board may call a special meeting of the Company's stockholders and adds a requirement that the new Article II, Section 3 may not be amended by the Company's stockholders without the affirmative vote of holders of at least 66.67% of the Company Voting Stock;

(ii) Article II, Section 10, which establishes an orderly process for fixing a record date for any action by written consent of the stockholders of the Company. Any stockholder seeking to take action by written consent is required to provide written notice to the Secretary of the Company requesting the Board to fix a record date, and the Board must adopt a resolution fixing a record date for such purpose within 10 days after it receives notice. The record date shall be no more than 10 days after the date of the Board resolution fixing the record date. Finally, the new Article II, Section 10 may not be amended by the Company's stockholders without the affirmative vote of holders of at least 66.67% of the Company Voting Stock;

(iii) Article III, Section 2, which establishes that the number of directors which constitutes the whole Board is to be determined from time to time by resolution of the Board, but shall in no event be less than seven directors; and

(iv) Article VIII, Section 1, which establishes that the Company's Bylaws may only be adopted, amended or repealed, or new Bylaws may be adopted, only by a vote of the majority of the directors or by the affirmative vote of holders of at least 66.67% of the Company Voting Stock.

The foregoing description of the Company's Bylaws is not complete and is qualified in its entirety by reference to the text of the Bylaws of the Company, as amended, a copy of which is attached as Exhibit 3.1 and incorporated herein by reference.

On December 31, 2012, the Company issued a press release announcing the adoption of the Rights Agreement and the declaration of the dividend of the Rights. A copy of the press release is attached as Exhibit 99.1 and incorporated herein by reference.

Item 9.01           Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.   Description

3.1           Bylaws of Greektown Superholdings, Inc., as amended.

4.1           Rights Agreement, dated as of December 31, 2012, by and between
              Greektown Superholdings, Inc. and Continental Stock Transfer & Trust
              Company.

99.1          Press Release of Greektown Superholdings, Inc., dated December 31, 2012.