<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act
of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
Pratt Hotel Corporation
-----------------------------------------------------
(Name of Registrant as Specified in its Charter)
Pratt Hotel Corporation
-----------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1) or 14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:*
4) Proposed maximum aggregate value of transaction:
* Set forth the amount on which the filing is calculated and state how it
was determined.
[ ] check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount previously paid:
2) Form, Schedule or Registration No.:
3) Filing Party:
4) Date Filed:
<PAGE>
[PRATT HOTEL CORPORATION LETTERHEAD]
LETTER TO SHAREHOLDERS
Pratt Hotel Corporation can be proud of its numerous operational,
financial and strategic accomplishments during 1993. Our performance benefited
from the initiatives we have taken in recent years to sharpen our business
focus on casino ownership and management. Among the highlights of the past year,
which will be reviewed in greater detail below, are the following:
* Income from operations rose $10.6 million over the prior year, or
about 66%, while the loss before extraordinary item was reduced by
nearly $21.1 million, from $32.4 million to $11.3 million;
* Actions were taken to refinance virtually all of the Company's
casino-related outstanding debt, and the refinancing was completed
in February 1994;
* We greatly expanded our business and income stream by taking on the
role of managing the new Hollywood Casino in Aurora, Illinois on
behalf of our parent company, Hollywood Casino Corporation;
* Construction began on a 25,000 square-foot expansion of the casino
space at Atlantic City's Sands Hotel and Casino. Gaming space will be
increased by 50%, creating the fourth largest casino in Atlantic
City.
FINANCIAL HIGHLIGHTS. Net revenues for 1993 were $276.7 million,
increasing from $275 million in 1992. Income from operations rose sharply, to
$26.7 million in 1993 from $16.1 million for the prior year, an increase of 66%.
The improvement in operating income primarily reflected a reduction in expenses,
as well as the revenue increase. The Company recorded a loss before
extraordinary item in 1993 of $11.3 million or $2.19 per share, substantially
lower than the loss of $32.4 million or $6.38 per share in 1992. Net loss for
1993, including an extraordinary charge of $14.8 million or $2.87 per share for
early extinguishment of debt, amounted to $26.1 million or $5.06 per share.
We believe that our results for the third and fourth quarters of 1993, the
first two quarters in which we received service fees for the management of the
Hollywood Casino in Aurora, are more representative of our revenue and income
potential for the near future. During the third quarter of fiscal 1993, net
revenues increased to $80.1 million from $79.7 million in 1992. Income from
operations for the period increased 17.8% to $11.4 million from $9.6 million.
Net income increased to $1.5 million or $0.28 per share from $133,000 or $0.03
per share.
For the last three months of 1993, net revenues rose 5.5% to $66.2 million
from $62.8 million. Income from operations for the period experienced a six-fold
increase, to $4.6 million from $774,000. The net loss declined by $1.2 million
or $0.30 per share for the period versus the 1992 fourth quarter.
DEBT REFINANCING. Early in 1994, the Company completed two public debt
offerings totaling $270 million. The proceeds of the offerings were used to
refinance substantially all of the casino-related outstanding indebtedness of
Pratt Hotel Corporation's subsidiaries.
<PAGE>
HOLLYWOOD CASINO -- AURORA. Hollywood Casino Corporation, which owns 80.3%
of Pratt Hotel Corporation, launched its exciting riverboat gaming facility in
Aurora, Illinois in June 1993. Located less than 40 miles from downtown Chicago,
the complex offers two sidewheel-style riverboat casinos with 1,000 gaming
positions and a 64,000 square-foot dockside pavilion. A display of memorabilia
from the Golden Age of Hollywood, a wide selection of dining options and top
quality entertainers complete the innovative concept. Pratt Hotel Corporation
was named to manage the Hollywood Casino -- Aurora. During the third quarter,
the Company received in excess of $2.5 million in fees for its management
services, and nearly $2.9 million in fees for its management services for the
fourth quarter. We expect this activity to add substantially to our income in
the future.
SANDS HOTEL AND CASINO. The Company made excellent progress in its plan to
expand by 50% the casino capacity of its Sands Hotel and Casino in Atlantic
City. Work has begun on a 25,000 square-foot addition to the casino, which will
allow the Sands to offer additional slot machines, table games and simulcast
horse race wagering. Plans call for a Southern California, art-deco motif for
the renovated Sands, establishing the Hollywood theme of its parent. The Sands
was one of the first casinos to open in Atlantic City, and the expanded
facilities will continue to enhance our market penetration, competitive
position and profitability. The gaming win for the Sands was $244.9 million in
1993.
ADVANCED CASINO SYSTEMS CORPORATION. Our casino management software and
systems subsidiary, Advanced Casino Systems Corporation (ACSC), has continued to
enjoy a strong market for its programs. At the end of 1993, ACSC has licensed
its software, which automates such back-office functions as accounting and
financial controls, to casino operators worldwide. ACSC also continues to work
on programs to improve slot machine technology and on marketing programs that
will enable the casino operator to collect data on high-value patrons.
Looking forward, we are confident of a successful future for Pratt Hotel
Corporation. We have continued to make progress in improving financial
performance and strengthening the balance sheet. Our expertise in casino and
related hotel management is recognized throughout the industry. We are
enthusiastic about the prospects for the expansion of the Sands Hotel and Casino
in Atlantic City, as well as furthering the progress we made in 1993.
/s/ Jack E. Pratt /s/ William P. Weidner
Jack E. Pratt William P. Weidner
Chairman of the Board and President and
Chief Executive Officer Chief Operating Officer
<PAGE>
PRATT HOTEL CORPORATION
Two Galleria Tower, Suite 2200
13455 Noel Road, LB 48
Dallas, Texas 75240
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 27, 1994
To the Stockholders of
Pratt Hotel Corporation
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Pratt Hotel
Corporation (the "Company") will be held at the Westin Hotel, 13340 Dallas
Parkway, in the City of Dallas, Texas 75240 on the 27th day of May 1994, at
10:00 a.m. (local time) for the following purposes:
1. To elect seven (7) directors to hold office until their respective
successors have been duly elected and qualified;
2. To transact any and all other business that may properly come before
the meeting or any adjournment(s) thereof.
The Board of Directors has fixed the close of business on March 31, 1994,
as the Record Date for the determination of stockholders entitled to notice of
and to vote at the Annual Meeting or any adjournments(s) thereof. Only
stockholders of record at the close of business on the Record Date are entitled
to notice of, and to vote at, such meeting. The stock transfer books will not
be closed. A list of stockholders entitled to vote at the Annual Meeting will
be available for examination at the offices of the Company for 10 days prior to
such meeting.
YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING. HOWEVER, WHETHER
OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING IN PERSON, YOU ARE URGED TO
PROMPTLY MARK, SIGN, DATE AND RETURN THE ACCOMPANYING FORM OF PROXY IN THE
ENCLOSED, SELF-ADDRESSED, STAMPED ENVELOPE SO THAT YOUR SHARES OF STOCK MAY BE
REPRESENTED AND VOTED IN ACCORDANCE WITH YOUR WISHES AND IN ORDER THAT THE
PRESENCE OF A QUORUM MAY BE ASSURED AT THE ANNUAL MEETING. YOUR PROXY WILL BE
RETURNED TO YOU IF YOU SHOULD BE PRESENT AT THE ANNUAL MEETING AND SHOULD
REQUEST SUCH RETURN OR IF YOU SHOULD REQUEST SUCH RETURN IN THE MANNER PROVIDED
FOR REVOCATION OF PROXIES ON THE INITIAL PAGE OF THE ENCLOSED PROXY STATEMENT.
PROMPT RESPONSE BY OUR STOCKHOLDERS WILL REDUCE THE TIME AND EXPENSE OF PROXY
SOLICITATION.
BY ORDER OF THE BOARD OF DIRECTORS,
William D. Pratt, Secretary
<PAGE>
Dallas, Texas
April 29, 1994
PRATT HOTEL CORPORATION
Two Galleria Tower, Suite 2200
13455 Noel Road, LB 48
Dallas, Texas 75240
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 27, 1994
SOLICITATION AND REVOCATION OF PROXIES
This Proxy Statement and the accompanying Proxy are being mailed to the
stockholders of Pratt Hotel Corporation (the "Company") on or about April 29,
1994, in connection with the solicitation of Proxies by the Board of Directors
of the Company to be voted at the Annual Meeting of Stockholders of the Company
to be held on May 27, 1994 (the "Annual Meeting"), at the time and place and for
the purposes set forth in the accompanying Notice of Annual Meeting, and at any
adjournment(s) thereof.
The accompanying form of Proxy is designed to permit each holder of the
Company's common stock, par value $.10 per share ("Common Stock"), to vote for
or withhold voting for any or all of the nominees for election as directors of
the Company listed under Proposal 1 and to authorize the proxies to vote in
their discretion with respect to any other proposal brought before the Annual
Meeting. When a stockholder's executed and dated proxy card specifies a choice
with respect to a voting matter, the shares will be voted accordingly. If no
such specifications are made, such Proxy will be voted by those persons named in
the Proxy at the Annual Meeting: FOR the election of the nominees specified
under the caption "Election of Directors."
The Company encourages the personal attendance of stockholders at its
annual meetings, and giving of a Proxy does not preclude the right to vote in
person should any stockholder giving the Proxy so desire. Any stockholder of
the Company giving a Proxy has the right to revoke his or her Proxy at any time
prior to the voting thereof either in person at the Annual Meeting or by giving
written notice to the Company addressed to Mr. William D. Pratt, Secretary,
Pratt Hotel Corporation, Two Galleria Tower, Suite 2200, 13455 Noel Road, LB 48,
Dallas, Texas 75240; however, no such revocation shall be effective until such
notice of revocation has been received by the Company at or prior to the Annual
Meeting.
In addition to the solicitation of Proxies by use of the mail, officers and
regular employees of the Company may solicit the return of Proxies by personal
interview, telephone and telegraph. Such officers and employees will not be
additionally compensated, but will be reimbursed for out-of-pocket expenses.
Brokerage
<PAGE>
houses and other custodians, nominees and fiduciaries will be requested to
forward solicitation materials to the beneficial owners of stock. The cost of
preparing, printing, assembling, and mailing the Notice of Annual Meeting, this
Proxy Statement, the form of Proxy enclosed herewith, any additional material,
the cost of forwarding solicitation material to the beneficial owners of stock,
and other costs of solicitation are to be borne by the Company.
PURPOSES OF THE MEETING
At the Annual Meeting, the stockholders of the Company will consider and
vote on the following matters:
1. The election of seven (7) directors to hold office until their
respective successors have been duly elected and qualified;
2. Such other and further business as may properly come before the
meeting or any adjournment(s) thereof.
VOTING RIGHTS AND PRINCIPAL STOCKHOLDERS
GENERAL
The Board of Directors of the Company has fixed the close of business on
March 31, 1994, as the record date (the "Record Date") for the Annual Meeting.
Only holders of record on the Record Date are entitled to notice of, and to vote
at, the Annual Meeting or any adjournment(s) thereof. On the Record Date there
were 5,176,627 shares of Common Stock issued and outstanding, all of which are
entitled to vote. The Common Stock is the only class of stock entitled to vote
at the Annual Meeting. Holders of the Company's Common Stock of record as of
the Record Date will be entitled to one (1) vote per share on all matters to be
acted upon at the Annual Meeting. The presence, in person or by proxy, of the
holders of a majority of the issued and outstanding shares of Common Stock
entitled to vote at the Annual Meeting or any adjournment(s) thereof is
necessary to constitute a quorum to transact business. In accordance with
Delaware law, a stockholder entitled to vote for the election of directors can
withhold authority to vote for certain nominees for director. Broker non-votes
on the election of directors are treated as shares as to which voting power has
been withheld by the beneficial holders of those shares, although such shares
may be counted toward a quorum.
All shares of Common Stock will vote as a single class. Neither the
Company's Certificate of Incorporation nor its Bylaws provide for cumulative
voting rights.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
Based on filings with the Securities and Exchange Commission,
<PAGE>
the only person known to the Company, other than certain directors of the
Company, which beneficially owned more than 5% of the outstanding Common Stock
as of the Record Date is described below:
<TABLE>
<CAPTION>
Shares of Percentage of
Common Stock Outstanding
Name and Address of Beneficially Common
Beneficial Owner Owned Stock
- - --------------------------------- ------------- -------
<S> <C> <C>
Hollywood Casino Corporation
13455 Noel Road, LB48
Dallas, TX 75240 4,156,013 80.3%
</TABLE>
SECURITY OWNERSHIP OF MANAGEMENT
The following information pertains to the Common Stock beneficially owned,
directly or indirectly, by each director, nominee for director, each executive
officer named under "Renumeration of Directors and Executive Officers" and by
all directors and officers of the Company as a group as of the Record Date:
<TABLE>
<CAPTION>
Shares of
Common
Stock Percentage of
Beneficially Outstanding
Beneficial Owner Owned (a) Common Stock
- - ---------------- -------------- -------------
<S> <C> <C>
Jack E. Pratt.................. 4,156,013(b) 80.3%
Edward T. Pratt, Jr............ 4,156,013(c) 80.3%
William D. Pratt............... 4,156,013(d) 80.3%
Edward D. Muir................. 29,677(e) *
William P. Weidner............. 46,239(f) *
Bradley H.Stone................ 7,500(g) *
Lawrence C. Cole............... 2,390(h) *
James A. Colquitt.............. -- --
Bernard A. Capaldi, CPA........ -- --
All directors and officers as
a group (10 individuals)..... 4,246,819(i) 81.8%
</TABLE>
____________________________
* Less than 1%
(a) Except as otherwise described, each individual has the sole power to vote
and dispose of the Common Stock beneficially
<PAGE>
owned by him.
(b) By virtue of the following, Mr. Jack E. Pratt is deemed to share beneficial
ownership of all of the Common Stock held by Hollywood Casino Corporation
("HCC"): (i) C. A. Pratt Partners, Ltd., a Texas limited partnership of
which Ms. Crystal A. Pratt, the former wife of Mr. Jack E. Pratt, is the
Managing Partner, owns 1,282,123 shares (5.6%) of the outstanding stock of
HCC; such shares are subject to a voting agreement giving Mr. Jack E. Pratt
sole voting power on all matters to come before the stockholders of the
Company, (ii) J.E. Pratt Co. I, a Texas general partnership of which Mr.
Jack E. Pratt is the Managing General Partner, owns 1,799,387 shares (7.8%)
of the outstanding stock of HCC, (iii) the W.D. Pratt Family Trust, for
which Mr. Jack E. Pratt is the managing trustee, owns 1,003,867 shares
(4.4%) of the outstanding stock of HCC and (iv) Mr. Jack E. Pratt is a
director of HCC.
(c) By virtue of the following, Mr. Edward T. Pratt, Jr. is deemed to share
beneficial ownership of all of the Common Stock held by HCC: (i) E.T. Pratt
Co. I, a Texas general partnership of which Mr. Edward T. Pratt, Jr. is the
Managing General Partner, owns 926,748 shares (4.0%) of the outstanding
stock of HCC and (ii) Mr. Edward T. Pratt, Jr. is a director of HCC.
(d) By virtue of the following, Mr. William D. Pratt is deemed to share
beneficial ownership of all the Common Stock held by HCC: (i) W.D. Pratt
Co. I, a Texas general partnership of which Mr. William D. Pratt is the
Managing General Partner, owns 290,830 shares (1.2%) of the outstanding
stock of HCC, (ii) the J.E. Pratt Family Trust, for which Mr. William D.
Pratt is the managing trustee, owns 4,588,867 shares (20%) of the
outstanding stock of HCC and (iii) Mr. William D. Pratt is a director of
HCC.
(e) Includes 10,780 shares held of record by the Betty Fay Muir Survivors Trust
of which Mr. Edward D. Muir is the Trustee.
(f) Includes an option to purchase 10,000 shares of Common Stock of the Company
exercisable within 60 days under the Pratt Hotel Corporation 1990 Incentive
Stock Option Plan (the "Plan"). Mr. Weidner also owns 113,327 shares of HCC
Common Stock and holds an option to purchase 113,327 shares of HCC Common
Stock exercisable within 60 days, which represents less than one percent of
the outstanding shares of HCC Common Stock.
(g) Mr. Stone also owns 63,330 shares of HCC Common Stock and holds an option to
purchase 63,330 shares of HCC Common Stock exercisable within 60 days, which
represents less than one percent of the outstanding shares of HCC Common
Stock.
(h) Mr. Cole also owns 21,668 shares of HCC Common Stock and holds an option to
purchase 21,668 shares of HCC Common Stock exercisable within 60 days, which
represents less than one
<PAGE>
percent of the outstanding shares of HCC Common Stock.
(i) Include 15,000 shares of Common Stock subject to options exercisable within
60 days of the date hereof. Officers and directors of the Company as a
group also beneficially own 12,503,593 shares of HCC Common Stock and hold
options to purchase 298,330 shares of HCC Common Stock exercisable within 60
days. Such shares represent 55% of the outstanding shares of HCC Common
Stock.
ELECTION OF DIRECTORS
The Bylaws of the Company provide that the Board of Directors shall consist
of not fewer than three (3) nor more than nineteen (19) members (exclusive of
advisory directors) and that the number of directors, within such limits, shall
be determined by resolution of the Board of Directors at any meeting. By action
of the Board of Directors, the number of directors comprising the Board of
Directors has been set at seven (7).
Unless otherwise directed on any duly executed and dated Proxy, it is the
intention of the persons named in such Proxy to nominate and to vote the shares
represented by such Proxy for the election of the nominees listed in the table
below for the office of director of the Company to hold office until their
respective successors have been duly elected and qualified:
<TABLE>
<CAPTION>
Year First
Became a
Name and Age Director Present Offices Held in the Company
- - --------------------------------------- --------- -----------------------------------
<S> <C> <C>
Bernard A. Capaldi, CPA (51) 1988 Director
James A. Colquitt (75) 1986 Director
Edward D. Muir (83) 1969 Director
Jack E. Pratt (67) 1969 Chairman of the Board, Chief
Executive Officer and Director
Edward T. Pratt, Jr. (70) 1969 Vice Chairman of the Board
and Director
William D. Pratt (65) 1969 Executive Vice President, General
Counsel and Secretary and Director
William P. Weidner (49) 1985 President, Chief Operating Officer
and Director
</TABLE>
The Board of Directors does not contemplate that any of the above-named
nominees for director will refuse or be unable to accept election as a director
of the Company, or be unable to serve as a director of the Company. Should any
of them become unavailable for nomination or election or refuse to be nominated
or to accept election as a director of the Company, then the person or persons
voting the Proxy will vote the shares represented by such Proxy for the election
of such other person or persons as may be nominated or designated by the Board
of Directors. Each nominee, so far as the Board can determine, is willing to
serve and intends to serve the entire term if elected. If elected as a director
of
<PAGE>
the Company, each director will hold office until his respective successor has
been duly elected and qualified.
BUSINESS EXPERIENCE FOR PAST FIVE YEARS
The following information summarizes the business experience during at least
the past five years of each person nominated to be a director of the Company:
Mr. Bernard A. Capaldi was elected as a director of the Company in March
1988. Mr. Capaldi is a certified public accountant and is a principal of
Capaldi, Schalick & Reynolds, Chartered C.P.A.'s in New Jersey, and has held
such position since 1965. He is also the Chairman of the Board of Shore
Memorial Hospital's parent holding company.
Mr. James A. Colquitt served as a director of the Company from May 1986 to
March 1990. Mr. Colquitt was re-elected as a director effective November 9,
1990. Mr. Colquitt is self-employed as an insurance consultant. Until 1983,
Mr. Colquitt was Chairman of the Board of Colquitt, Owens & Stephens, a general
insurance agency based Marietta, Georgia.
Mr. Edward D. Muir has served as a director of the Company since 1969. Mr.
Muir currently is a Senior Vice President of Rauscher Pierce Refsnes of San
Antonio, Texas, an investment banking firm, and has been associated with
Rauscher Pierce Refsnes for more than five years.
Mr. Jack E. Pratt has served as Chairman of the Board, a director and Chief
Executive Officer of the Company for more than five years. Mr. Pratt has also
served as a director of HCC since its inception in 1990.
Mr. Edward T. Pratt, Jr. has served as Vice Chairman of the Board and a
director of the Company for more than five years. Mr. Pratt has also served as
a director of HCC since its inception in 1990.
Mr. William D. Pratt has served as Executive Vice President, General Counsel
and Secretary, and a director of the Company for more than five years. Mr.
Pratt has also served as a director of HCC since its inception in 1990. Mr.
Pratt also served as Vice President and Secretary of Southmark San Juan, Inc.,
49% of the stock of which is owned by a subsidiary of the Company, at the time
of the filing by Southmark San Juan, Inc. on August 20, 1992 of a voluntary
petition for reorganization under Chapter 11 of the Federal Bankruptcy Code in
the United States Bankruptcy Court for the Northern District of Texas, Dallas
Division. In November 1992, the reorganization plan was confirmed by the
Bankruptcy Court.
Mr. William P. Weidner has served as President and Chief Operating Officer
and a director of the Company for more than five years. Mr. Weidner has served
as a director of HCC since 1992.
<PAGE>
REQUIRED VOTE
Assuming the presence of a quorum, the affirmative vote of the holders of at
least of a plurality of the issued and outstanding shares of Common Stock
present, in person or by proxy, at the Annual Meeting is necessary for the
election of directors. The Directors have informed the Company that they intend
to vote all of their shares of Common Stock in favor of the nominees, and,
because the Directors own or beneficially own 81.7% of the outstanding Common
Stock, election of the nominees is assured.
RECOMMENDATION
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE ELECTION OF EACH
OF THE INDIVIDUALS NOMINATED FOR ELECTION AS A DIRECTOR.
BOARD MEETINGS AND COMMITTEES
Nonemployee directors of the Company received an annual fee of $10,000 for
service on the Board of Directors and $1,000 for each Board meeting attended
during 1993. The Board of Directors of the Company held four regularly
scheduled meetings during the year ended December 31, 1993. All of the
directors attended 100% of the total number of meetings of the Board of
Directors and the committees on which they serve.
The Board of Directors of the Company has Audit, Executive and Compensation
Committees, but does not have a standing nominating committee. Nonemployee
members of the Audit Committee receive an annual fee of $2,500 for service on
the committee and $500 for each committee meeting attended. No additional
compensation or fees are paid to directors for attending Executive and
Compensation Committee meetings.
AUDIT COMMITTEE. The Audit Committee has the duty to (i) recommend annually
to the Board of Directors the independent public accountants to be engaged to
audit the books, records and accounts of the Company for the ensuing year; (ii)
arrange the details for the engagement of the independent public accountants,
including the remuneration to be paid; (iii) review with the Company's
independent public accountants, as well as the Company's controller and other
appropriate personnel, the Company's general policies and procedures with
respect to audits and accounting and financial controls and the general
accounting and reporting principles that should be applied in preparing the
Company's financial statements; (iv) meet with the independent public
accountants as required and review with them the Company's interim and year-end
financial statements, any certification, report or opinion that the independent
public accountants propose to render in connection with such statements, and any
other appropriate matter; and (v) make such reports and recommendations to the
Board of Directors in connection with the foregoing as it shall deem appropriate
or as the Board of Directors may request, and take such action thereon as the
Board of Directors may direct it to take. The Audit committee
<PAGE>
is comprised of Messrs. Bernard A. Capaldi, James A. Colquitt and Edward T.
Pratt, Jr. The Audit committee met twice during 1993.
EXECUTIVE COMMITTEE. The Executive Committee exercises all of the power and
authority of the Board of Directors during the interim between meetings of the
Board of Directors. The Executive Committee is comprised of Messrs. Jack E.
Pratt, Edward T. Pratt, Jr. and William P. Weidner. The Executive Committee did
not meet during 1993.
COMPENSATION COMMITTEE. The Compensation Committee reviews the compensation
of the executive officers. The Compensation Committee is comprised of Messrs.
Edward D. Muir, James A. Colquitt (since July 1993), Jack E. Pratt and William
D. Pratt. Mr. William P. Weidner also served on the Compensation Committee
prior to his resignation from such committee. The Compensation Committee met
twice during 1993. The report of the Compensation Committee appears in this
Proxy Statement under the heading "Renumeration of Directors and Executive
Officers."
FAMILY RELATIONSHIPS
Messrs. Jack E. Pratt, Edward T. Pratt, Jr. and William D. Pratt are
brothers (the "Pratt Brothers"). Mr. Edward T. Pratt, III, Executive Vice
President -- Development and Corporate Affairs of the Company, is the son of Mr.
Edward T. Pratt, Jr. There is no other family relationship between any of the
directors and any executive officers of the Company or its subsidiaries or
affiliates.
CERTAIN RELATIONSHIPS
See "Transactions with Management" for certain transactions between
directors and the Company or its subsidiaries or affiliates.
MANAGEMENT
Certain information is set forth below concerning the executive officers and
certain key employees of the Company. For a discussion of other activities of
certain of the directors and officers and certain entities with which they are
affiliated, see "Transactions with Management."
Name Age Position
---- --- --------
Jack E. Pratt.......... 67 Chairman of the Board, Chief Executive
Officer and Director
Edward T. Pratt, Jr.... 70 Vice Chairman of the Board and Director
William P. Weidner..... 49 President, Chief Operating Officer and
<PAGE>
Director
<TABLE>
<CAPTION>
<S> <C> <C>
Albert J. Cohen......................... 54 Executive Vice President and
Principal Financial Officer
William D. Pratt........................ 65 Executive Vice President, General
Counsel and Secretary, and Director
Edward T. Pratt, III.................... 38 Executive Vice President --
Development
and Corporate Affairs
Bradley H. Stone........................ 39 Executive Vice President
Lawrence C. Cole........................ 47 Vice President of Management
Information Systems
Charles F. LaFrano, III................. 39 Vice President and Corporate
Controller (Principal Accounting
Officer)
Arthur Lewis............................ 64 Vice President of Security
</TABLE>
BUSINESS EXPERIENCE FOR PAST FIVE YEARS
See "Election of Directors -- Business Experience for Past Five Years" for
certain information with respect to Messrs. Jack E. Pratt, Edward T. Pratt, Jr.,
William P. Weidner and William D. Pratt.
Mr. Albert J. Cohen, a certified public accountant, was elected the
Executive Vice President and Principal Financial Officer of the Company in May
1987.
Mr. Edward T. Pratt, III was elected Executive Vice President -- Development
and Corporate Affairs of the Company in May 1987. From 1984 to 1987, he served
the Company as Senior Vice President -- Projects/Development and from 1982 to
1984 he served as Senior Vice President of Hotel Operations. Mr. Pratt has
served as a director of HCC since 1992. Mr. Pratt also served as co-chairman
and co-chief executive officer of Southmark San Juan, Inc., 49% of the stock of
which is owned by a subsidiary of the Company, at the time of the filing by
Southmark San Juan, Inc. on August 20, 1992 of a voluntary petition for
reorganization under Chapter 11 of the Federal Bankruptcy Code in the United
States Bankruptcy Court for the Northern District of Texas, Dallas Division. In
November 1992, the reorganization plan was confirmed by the Bankruptcy Court.
Mr. Bradley H. Stone has served as Executive Vice President of the Company
since December 1986. He has been President of Greate Bay Hotel and Casino, Inc.
("GBH&C"), a wholly-owned subsidiary of the Company, since June 1984.
<PAGE>
Mr. Lawrence C. Cole has served as Vice President of Management Information
Systems of the Company since December 1987 and of GBH&C since January 1983. Mr.
Cole also serves as Chief Executive Officer and President of Advanced Casino
Systems International, Inc. ("ACSI"), a subsidiary of GBH&C, which licenses
software for automated casino accounting and control systems.
Mr. Charles F. LaFrano, III is a certified public accountant and was elected
Vice President and Corporate Controller (Principal Accounting Officer) of the
Company in September 1988.
Mr. Arthur Lewis has served as Vice President of Security of the Company
since December 1987 and of GBH&C since November 1982.
REMUNERATION OF DIRECTORS AND EXECUTIVE OFFICERS
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table provides certain summary information concerning
compensation paid or accrued by the Company and its subsidiaries, to or on
behalf of the Company's Chief Executive Officer and each of the four other most
highly compensated executive officers of the Company (determined as of the end
of the last fiscal year) (hereafter referred to as the named executive officers)
for the fiscal years ended December 31, 1993, 1992 and 1991.
<TABLE>
<CAPTION>
Annual Compensation
--------------------------------
Long-Term
Compensation
Other Annual Awards/ All Other
Name Principal Position Year Salary Bonus Compensation Options Compensation(1)
- - ---- ------------------ ---- ------- ----- ------------ ------------ ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
Jack E. Pratt............ Chief Executive Officer and 1993 $444,248 - - - $2,357
Chairman of the Board of the 1992 446,300 - - - 2,357
Company 1991 431,554 - - - 3,000
Edward T. Pratt, Jr...... Vice Chairman of the Board 1993 243,648 - - - 1,877
of the Company 1992 245,700 - - - 1,877
1991 237,600 - - - 2,745
William P. Weidner....... President and Chief Operating 1993 718,834 - - - 1,877
Officer of the Company 1992 670,358 - - 10,000 1,877
1991 620,250 - - - 2,867
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
Bradley H. Stone........ Executive Vice President of 1993 457,983 - - - 1,877
the Company 1992 419,103 - - 10,000 1,877
1991 401,083 - - - 2,867
Lawrence C. Cole......... Vice President of Management 1993 255,254 - - - 1,877
Information Systems of the 1992 261,333 - - 2,390 1,877
Company 1991 249,389 - - - 2,867
</TABLE>
__________________________
(1) Represents a matching contribution by the Company to the Pratt Employee
Retirement Savings Plan on behalf of the named executive officer. See also
"Employee Retirement Savings Plan" below.
No grants of stock options under the Pratt Hotel Corporation 1990 Incentive
Stock Option Plan (the "Plan") were made to the named executive officers during
the most recent fiscal year.
OPTION EXERCISES AND HOLDINGS
The following table provides information, with respect to the named
executive officers, concerning options granted under the Plan during the last
fiscal year and unexercised options held as of the end of the fiscal year:
AGGREGATED OPTION EXERCISES IN LAST
FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
IN-THE-MONEY OPTIONS AT
FY-END (MARKET PRICE OF
VALUE REALIZED NUMER OF UNEXERCISED SHARES AT FY-END ($5.88)
(MARKET PRICE AT OPTIONS AT FY-END LESS EXERCISE PRICE)
SHARES ACQUIRED EXERCISE LESS -------------------------------------- --------------------------
NAME ON EXERCISE EXERCISE PRICE) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- - ---- ---------------- ---------------------- ----------------------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Jack E. Pratt......... - - - - - -
Edward T. Pratt, Jr... - - - - - -
William P. Weidner.... - - 10,000 - $33,750 -
Bradley H. Stone...... 10,000 $101,250 - - - -
Lawrence C. Cole...... 2,390 23,303 - - - -
</TABLE>
EMPLOYMENT CONTRACTS
<PAGE>
Beginning in October 1989, Jack E. Pratt, Chairman of the Board and Chief
Executive Officer of the Company, Edward T. Pratt, Jr., Vice Chairman of the
Board of the Company, and William D. Pratt, Executive Vice President, Secretary
and General Counsel of the Company, are under employment contracts in such
respective capacities continuing through December 31, 1995. The respective
initial terms of the contracts may be extended by mutual agreement of the
parties and the initial term, or any extension thereof, will be followed
immediately by a four-year period as consultant to the Company. Upon
expirations the the consulting term, each of the Pratt Brothers will be entitled
to receive a lifetime pension benefit and his designated beneficiary is entitled
to receive a death benefit, throughout the term of the employment, consulting
and pension benefit periods.
The terms of the employment contracts provide for an annual base salary in
the first year for Jack E. Pratt, Edward T. Pratt, Jr. and William D. Pratt of
$350,000, $223,000 and $191,000, respectively, subject to annual review and
increase by the Compensation Committee of the Board of Directors of the Company.
Compensation under the consulting and pension benefit provisions of the
employment contracts of each of the Pratt Brothers will be 75% of the average of
his three highest annual salaries during the employment term of the contract.
The death benefit is derived by multiplying a Pratt Brother's highest annual
salary during his employment term by 50% and such benefit will be paid annually
to his designated beneficiary for a period of ten years after his death. The
estimated annual pension benefit payable to Jack E. Pratt, Edward T. Pratt, Jr.
and William D. Pratt is currently $346,000, $190,000 and $163,000, respectively.
William P. Weidner, President and Chief Operating Officer of the Company,
Bradley H. Stone, Executive Vice President of the Company and President of
GBH&C, and Lawrence C. Cole, Vice President of Management Information Systems
for the Company and President of ACSI, are under employment contracts in such
respective capacities continuing through December 31, 1995, unless sooner
terminated by on to the respective parties. The initial term of each contract
will be automatically extended for one-year time periods beginning in calendar
year 1996, unless otherwise terminated by a party. The terms of Mr. Weidner's,
Mr. Stone's and Mr. Cole's contracts provide for a minimum annul base salary of
$677,000, $422,000 and $230,000, respectively, subject to annual increases based
on changes in the Consumer Price Index, as defined in the employment contracts.
INCENTIVE STOCK OPTION PLAN
The 1990 Incentive Stock Option Plan. On March 22, 1990, the Company
adopted the Pratt Hotel Corporation 1990 Incentive Stock Option Plan (the
"Plan"). The Plan provides for the granting of incentive stock options that are
intended to qualify for special tax treatment under the Internal Revenue Code
(the "Code"). The shares to be offered under the Plan consist of shares
(whether
<PAGE>
authorized and unissued or issued and reacquired) of the Common Stock. Options
for no more than 102,092 shares of the Common Stock may be granted under the
Plan.
The Plan is administered by the Compensation Committee of the Board of
Directors (the "Board") of the Company. Subject to the terms of the Plan, the
Compensation Committee may from time to time determine those key employees who
shall be granted stock options under the Plan, the number of shares to be
subject to such options and interpret and establish and amend rules and
regulations relating to the Plan. Only key employees of the Company or any of
its subsidiaries are eligible to participate in the Plan. Incentive stock
options granted under the Plan are exercisable for a term ending five years from
the date of grant.
The exercise of options is subject to a $100,000 calendar-year limit for
each option holder based on the fair market value of the Common Stock at the
time the option was granted. Options not exercised in earlier periods shall be
accumulated and available for exercise in later periods. Options may be
exercised only as to full shares of Common Stock. Upon termination of an
optionee's employment with the Company for any reason, including death or
disability, his or her options will immediately expire.
The Compensation Committee may provide for the exercise of options
immediately or in installments, and upon such other terms, conditions and
restrictions as it may determine, including granting the Company the right to
repurchase shares issued upon the exercise of options. The Plan provides that
if any person or group (other than Pratt Brothers) becomes the beneficial owner
of more than 51% of the Common Stock (other than by merger, consolidation or
purchase from the Company), the Company's right to repurchase a former
employee's shares shall terminate.
EMPLOYEE RETIREMENT SAVINGS PLAN
On January 1, 1989, the Company adopted GBH&C's qualified defined
contribution plan for the benefit of all of the Company's employees who satisfy
certain eligibility requirements. GBH&C had adopted this plan for the benefit
of its eligible employees in November 1984. Upon adoption by the Company, the
former plan changed its name to The Pratt Employee Retirement Savings Plan (the
"Savings Plan"). The Savings Plan is qualified under the requirements of
section 401(k) of the Code allowing participating employees to benefit from the
tax deferral opportunities provided therein. All employees of the Company who
have completed one year of service, as defined, and who have attained the age of
21, are eligible to participate in the Savings Plan.
The Savings Plan provides for a matching contribution by the Company based
upon certain criteria, including levels of participation by the Company's
employees. The Company accrued matching contributions totaling $560,000 for the
year ended December 31, 1993.
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee of the Board of Directors of the Company is
comprised of Messrs. Edward D. Muir, James A. Colquitt, Jack E. Pratt and
William D. Pratt. Mr. William P. Weidner also served on the Compensation
Committee prior to his resignation from such committee. Messrs. Muir and
Colquitt are neither former nor current officers or employees of the Company or
any of its subsidiaries. The other members of the Compensation Committee hold
the positions disclosed under "Management" included in this Proxy Statement.
See also "Transactions with Management."
REPORT OF THE COMPENSATION COMMITTEE
The following Report of the Compensation Committee of the Board of Directors
of the Company is released herein under the requirements of Item 402 (k) of
Regulation S-K of the Securities and Exchange Act of 1934 and is not to be, and
should not be, incorporated by reference to any other document or filing under
the Securities and Exchange Act.
To: The Board of Directors
As members of the Compensation Committee, it is our duty to administer the
Company's various incentive plans, including its incentive stock option plan and
to review compensation levels of members of management, to evaluate the
performance of management and to consider management succession and related
matters. The Compensation Committee reviews with the Board in detail all
aspects of compensation for all executive officers.
The compensation policy of the Company, which is endorsed by the
Compensation Committee, is that the annual compensation of each officer has been
established to reward long-term strategic management and the enhancement of
shareholder value, as well as to attract and retain key executives critical to
the long-term success of the Company. Such compensation relates to and must be
contingent upon the contributions, responsibilities and relative position in the
Company of each individual officer, as well as the relative performance of the
Company. The Compensation Committee has also taken into consideration
competition within the rapidly expanding gaming industry for experienced
personnel as well as other subjective considerations in its deliberations
regarding executive compensation.
Mr. Jack E. Pratt's base salary for 1993 was based principally on his rights
under his five-year employment agreement with the Company dated September 21,
1989, as amended, (the "Employment Agreement") described in the Company's proxy
statement. In light of the previous decisions of the Board of Directors, the
Employment Agreement established Mr. Pratt's minimum annual base salary at
$446,300 for 1993. This amount has not been increased from the annual base
salary for the preceding year, reflecting the Committee's decision to not
increase such salary pending profitable
<PAGE>
operations at a riverboat gaming facility being managed by a subsidiary of the
Company.
During 1993, the Compensation Committee also considered stock option grants
to each of the senior officers and key employees of the Company. No such grants
were issued during 1993.
Messrs. Edward D. Muir and James A. Colquitt, are neither former nor current
officers or employees of the Company or of any of its subsidiaries. Messrs.
Jack E. Pratt and William D. Pratt hold the positions disclosed under
"Management" included in this Proxy Statement.
Compensation Committee
Jack E. Pratt
William D. Pratt
Edward D. Muir
James A. Colquitt
STOCK PRICE PERFORMANCE
The graph set forth below compares the stock price performance of the
Company with those of the Dow Jones Equity Market Index and the Dow Jones Index
for the Casino Industry for the previous five years. The Company has not paid
dividends over such period of time; however, the comparative equity market and
industry data assumes reinvestment of dividends. The stock price performance
shown below may not be indicative of future stock price performance. (Table
substituted for graph)
PRATT HOTEL CORPORATION
STOCK PRICE PERFORMANCE
DATE EQUITY INDEX CASINO INDEX PRATT HOTEL
<TABLE>
<CAPTION>
<S> <C> <C> <C>
January 3, 1989 100.0 100.0 100.0
Fiscal Year Ended:
1989 132.1 137.2 50.0
1990 126.9 91.3 22.2
1991 168.1 140.1 22.2
1992 182.5 216.4 17.8
1993 200.7 330.3 52.2
</TABLE>
<PAGE>
TRANSACTIONS WITH MANAGEMENT
The "Pratt Family" as used herein consists of the Pratt Brothers; their
respective wives; Crystal A Pratt, the former wife of Jack E. Pratt; and certain
general partnerships and trusts which, in addition to the aforementioned family
members, include the respective children of the Pratt Brothers. Each of the
Pratt Brothers is an executive officer and director of the Company.
HOLLYWOOD CASINO CORPORATION. During 1990, Hollywood Casino Corporation
("HCC"), a corporation wholly owned by the Pratt Family, acquired approximately
$38.8 million of unsecured notes (the "PCPI Notes") issued by PCPI Funding
Corp., a subsidiary of the Company. Interest expense with respect to these
notes for the year ended December 31, 1993 amounted to $6 million. As part of a
refinancing in February 1994 of virtually all of the Company's casino-related
outstanding debt, a newly formed subsidiary of the Company issued approximately
$40.5 million discounted principal amount of new deferred interest notes in
exchange for the $38.8 million principal amount of PCPI Notes held by HCC. The
increased principal amount of the new notes includes a call premium on the
exchange ($1.7 million) equal to 4 1/2% of the principal amount of PCPI Notes
exchanged; such premium was paid to all third parties holding PCPI Notes. As a
result of this exchange, the Company's cash interest payments will be reduced by
approximately $6 million per year.
During the two year period ended December 31, 1993, the Company and its
subsidiaries borrowed $10 million from HCC. Of the amounts loaned, $1 million
is classified as noncurrent in accordance with certain indenture requirements
that such $1 million remain outstanding until April 1998. The remaining amounts
are due on demand, or if no demand is made, on April 1, 1998. Such borrowings
from HCC bear interest at the rate of 14% per annum, payable semiannually. As
of December 31, 1993, the outstanding balance on such borrowings was $10 million
and it is anticipated that the Company and its subsidiaries may, from time to
time, obtain additional loans from HCC under similar terms. Subsequent to
December 31, 1993, the Company and its subsidiaries repaid $5.8 million of the
outstanding borrowings and borrowed an additional $5.8 million from HCC. The
subsequent borrowings were used in connection with the purchase of the
underlying mortgage indebtedness of a hotel which the Company operates for an
affiliate (see below). HCC also agreed to loan up to $8 million to a subsidiary
of the Company, the proceeds of which were used in connection with a planned
expansion of gaming space at the Sands Hotel and Casino. HCC loaned $7.1
million to the subsidiary for such purposes. The loans accrued interest at the
rate of 13.5% per annum payable semiannually, and became due and were repaid
during February 1994, when proceeds from a refinancing of virtually all of the
Company's casino-related debt took place. Interest expense on borrowings from
HCC amounted to $1.2 million for the year ended December 31, 1993. Interest
payable to HCC in connection with such
<PAGE>
borrowings amounted to $193,000 at December 31, 1993.
Hollywood Casino - Aurora, Inc. ("HCA"), a wholly owned subsidiary of HCC,
was organized for the purpose of developing and owning a riverboat gaming
facility in Aurora, Illinois, ("Hollywood - Aurora") which commenced operations
on June 17, 1993. Greate Bay Casino Corporation ("GBCC"), a wholly owned
subsidiary of the Company, receives, pursuant to a services agreement, a base
services fee equal to 5% of operating revenues (as defined in the agreement)
subject to a maximum of $5.5 million annually, and an incentive fee equal to 10%
of gross operating profit (as defined in the agreement to generally include all
revenues, less expenses other than depreciation, interest, amortization and
taxes). Such fees totaled approximately $5.6 million during 1993 of which
unpaid base services and incentive fees of $1.9 million and $2 million were owed
to GBCC at December 31, 1993. In connection with the design and pre-development
activities for Hollywood - Aurora, GBCC advanced approximately $586,000 to HCA
to cover a portion of such expenditures. All such costs were reimbursed to GBCC
by HCA on May 15, 1992.
HCC is obligated under the terms of an administrative services agreement to
pay the Company $20,000 per month in connection with certain shared
administrative costs. In addition, during 1993, the Company and its
subsidiaries began allocating to HCC certain general and administrative costs
incurred in connection with HCC's development activities and its initial public
offering. Such fees and allocated costs amounted to $2.2 million during the
year ended December 31, 1993. A receivable in the amount of $363,000 in
connection with such fees and allocated costs was due to the Company at December
31, 1993.
DALLAS AREA HOTELS. The Company operates the Holiday Inn located at the
north entrance of the Dallas/Fort Worth International Airport ("DFW North")
which is owned by Metroplex Hotel Limited ("Metroplex"), a limited partnership
owned by Jack E. Pratt and Edward T. Pratt, Jr., each as 22.5% general and
limited partners, William D. Pratt as a 7.5% general and limited partner,
Crystal A. Pratt as a 22.5% limited partner, and the Company as a 25% limited
partner. The Company is obligated under the terms of the operating agreement,
which expires in 2002, to make minimum payments equal to principal and interest
payments on the indebtedness incurred by Metroplex to purchase DFW North.
Payments to Metroplex amounting to $1.4 million were made during the year ended
December 31, 1993.
The underlying indebtedness relating to DFW North was scheduled to mature in
May 1992; however, as a result of the Company making a $1 million lease payment
under the terms of the hotel's operating agreement during November 1992,
Metroplex extended the due date of the note to May 31, 1994 with the interest
rate being reduced from 12% a 9 1/2% and the principal being amortized over a
30-year period. During February 1994, a portion of such underlying indebtedness
with a principal balance of approximately $11.2 million was
<PAGE>
purchased by the Company at a cost of $6.8 million; the Company borrowed the
$6.8 million for the acquisition from HCC. As a result of such purchase by the
Company, the Company has eliminated any liability existing at the maturity date
of the underlying indebtedness so purchased.
The Company leased a hotel located in Garland, Texas from a partnership (the
"Garland Partnership") owned by Jack E. Pratt, Crystal A. Pratt, Edward T.
Pratt, Jr., and William D. Pratt as 30%, 30%, 30% and 10% general partners,
respectively. The Garland Partnership was the obligor on the related underlying
mortgage note which matured in June 1993. The Company was obligated under the
terms of its lease agreement to make minimum rental payments equal to the
Garland Partnership's debt service, including all required principal and
interest payments and any payment due at maturity. For the year ended December
31, 1993, the Company paid the Garland Partnership $164,000. In 1990, the
Garland Partnership sold the hotel and the Company sold its interest in the
hotel's furniture, fixtures and equipment. During June 1993, the Company
reacquired the hotel and immediately sold the property to a third party. The
Company did not recognize a gain or loss in connection with this reacquisition
and sale, and the Company has no further obligation with respect to this
property. The Pratt Family's guarantee of indebtedness with respect to this
property and the Company's related indemnification have been extinguished.
OTHER. At December 31, 1993, Metroplex had loans outstanding to the Company
in the amount of $140,000. For the year ended December 31, 1993, the Company
made no principal payments on such loans. Interest expense with respect to such
loans amounted to $8,000 for the year ended December 31, 1993.
INDEPENDENT PUBLIC ACCOUNTANTS
Arthur Andersen & Co. served as the Company's independent public accountants
for the year ended December 31, 1993. It is anticipated that representatives of
such firm will be present at the Annual Meeting, will have an opportunity to
make a statement, if they desire to do so, and will be available to respond to
appropriate questions.
As of the date hereof, the Company has not selected any firm to act as its
independent public accountants for the year ended December 31, 1994. It is
anticipated that such selection will be made later in the year by the Board of
Directors.
OTHER BUSINESS
The Board of Directors knows of no other business that may properly be, or
that is likely to be, brought before the Annual Meeting. If, however, any other
business should properly be presented to the Annual Meeting, the persons named
in the accompanying Proxy will vote the Proxy as in their discretion they
<PAGE>
may deem desirable.
STOCKHOLDER PROPOSALS
Pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as
amended, stockholders may present proposals for inclusion in the Company's proxy
statement for consideration at its Annual Meeting of Stockholders by submitting
proposals to the Company in a timely manner. In order to be so included for the
1995 Annual Meeting, stockholder proposals must be received by the Company by
January 6, 1995, and must otherwise comply with the requirements of Rule 14a-8.
COPIES OF THE ANNUAL REPORT ON FORM 10-K
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
THE ANNUAL REPORT ON FORM 10-K COVERING THE COMPANY'S YEAR ENDED DECEMBER
31, 1993, INCLUDING AUDITED FINANCIAL STATEMENTS, IS ENCLOSED HEREWITH. THE
FORM 10-K DOES NOT FORM ANY PART OF THE MATERIALS FOR THE SOLICITATION OF
PROXIES. THE ENCLOSED FORM 10-K DOES NOT INCLUDE ALL EXHIBITS REQUIRED TO BE
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. HOWEVER, THESE EXHIBITS ARE
LISTED IN PART III OF THE ENCLOSED FORM 10-K, AND THE COMPANY WILL FURNISH, FOR
A MINIMAL CHARGE, ANY SUCH EXHIBIT TO EACH STOCKHOLDER UPON WRITTEN REQUEST.
WRITTEN REQUESTS FOR EXHIBITS SHOULD BE DIRECTED TO MR. ALBERT J. COHEN,
PRINCIPAL FINANCIAL OFFICER, PRATT HOTEL CORPORATION, TWO GALLERIA TOWER, SUITE
2200, 13455 NOEL ROAD, LB 48, DALLAS, TEXAS 75240.
BY ORDER OF THE BOARD OF DIRECTORS
William D. Pratt, Secretary
April 29, 1994
Dallas, Texas
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. STOCKHOLDERS WHO DO NOT
EXPECT TO ATTEND THE ANNUAL MEETING AND WISH THEIR STOCK TO BE VOTED ARE URGED
TO DATE, SIGN AND RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED SELF-ADDRESSED
ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.
<PAGE>
PRATT HOTEL CORPORATION
Two Galleria Tower, Suite 2200
13455 Noel Road, LB 48
Dallas, Texas 75240
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints William D. Pratt and Edward T. Pratt, Jr., as
proxies, with the power to appoint their substitute, and hereby authorizes them
to represent and vote as designated below, all of the shares of the Common
Stock of Pratt Hotel Corporation (the "Company") held of record by the
undersigned on March 31, 1994, at the Annual Meeting of Stockholders to be held
on May 27, 1994, or any adjournment(s) thereof.
1. PROPOSAL TO ELECT AS DIRECTORS OF THE COMPANY THE FOLLOWING PERSONS TO HOLD
OFFICE UNTIL THEIR SUCCESSORS HAVE BEEN DULY ELECTED AND QUALIFIED.
[_] FOR ALL nominees listed below [_] WITHHOLD AUTHORITY
(except as marked to the contrary below) to vote for all nominees below.
Bernard A. Capaldi, James A. Colquitt, Edward D. Muir, Jack E. Pratt, Edward T.
Pratt, Jr., William D. Pratt, William P. Weidner
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name on the space provided below.)
- - --------------------------------------------------------------------------------
2. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
(please sign on the other side)
- - --------------------------------------------------------------------------------
This Proxy, when properly executed, will be voted in the manner directed
herein by the undersigned stockholder(s). IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR THE ELECTION OF THE NOMINEES UNDER PROPOSAL 1.
Dated: __________________, 1994
-------------------------------
Signature
-------------------------------
Signature If Held Jointly
Please execute this Proxy as
your name appears hereon. When
shares are held by joint ten-
ants, both should sign. When
signing as attorney, executor,
administrator, trustee or
guardian, please give full ti-
tle as such. If a corporation,
please sign in full name by
the president or other autho-
rized officer. If a partner-
ship, please sign in partner-
ship name by authorized per-
son.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE.
