<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 [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[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(i)(2)
or Item 22(a)(2) of Schedule 14A.
[_] $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:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
PRATT HOTEL CORPORATION
TWO GALLERIA TOWER, SUITE 2200
13455 NOEL ROAD, LB 48
DALLAS, TEXAS 75240
Dear Shareholders:
Pratt Hotel Corporation experienced significant volume increases in the second
half of 1994, which allowed the Company to report record revenues for the year.
Overall, net revenues for the year climbed to $295.4 million, up 6.7 percent
from the $276.7 million reported in 1993 and earnings before depreciation,
amortization, interest and taxes increased 8.8 percent, from $47.5 million in
1993 to $51.7 million in 1994.
Our success in 1994 was fueled, in large part, by our mid-year expansion of
the Sands Hotel and Casino in Atlantic City. As a result of a 50 percent
increase in gaming space, this property has realized a 10.5 percent increase in
net revenues and a 21.2 percent increase in operating cash flow since the
opening of the "new" facility on July 1. Moreover, the expansion has allowed
the Sands to compete for segments of the market it was previously unable to
serve, including the mid-level slot market segment and, particularly, the 25c
slot player.
In addition to the success of the expanded and renovated Sands, an increase in
management fees also helped bolster our year-end results. Additional fees
resulting from a full year of operations at Hollywood Casino - Aurora, a
riverboat gaming development in Aurora, Illinois, and the addition of fees from
Hollywood Casino - Tunica, a new dockside casino entertainment facility in
Tunica, Mississippi, enabled the Company to earn $11.2 million of fees during
1994 compared to $5.6 million in 1993.
Earlier in the year we refinanced substantially all of the Company's debt at
more favorable terms.
The Sands' improved performance in 1994, together with the excellent results
achieved by the gaming properties we manage, allow us to proceed into 1995
optimistically. We believe the Sands is well-positioned to post year-over-year
increases in revenues during 1995.
Looking ahead, the growth of Native American gaming may afford the Company
additional opportunities to utilize its casino management expertise to generate
additional fee income by managing gaming operations in Native American casinos,
while at the same time providing the various Native American tribes much-needed
jobs and economic stimulation. The Company's Advanced Casino Systems
Corporation computer services subsidiary is actively exploring marketing
additional software products, notably its slot monitoring system, to the
growing gaming industry.
As always, we appreciate your confidence in Pratt Hotel Corporation and we
look forward to sharing with you a productive and profitable 1995.
Sincerely,
/s/ Jack E. Pratt
- --------------------
Jack E. Pratt
Chairman of the Board and
Chief Executive 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 24, 1995
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 24th day of May 1995, at 3:00
p.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 ratify the appointment of Arthur Andersen LLP as the independent
public accountants of the Company for fiscal year 1995.
3. 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, 1995, 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
Dallas, Texas
April 24, 1995
<PAGE>
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 24, 1995
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 24,
1995, 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 24, 1995 (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" and FOR the ratification of Arthur
Andersen LLP as the Company's independent public accountants for fiscal year
1995.
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 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.
1
<PAGE>
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. To ratify the appointment of Arthur Andersen LLP as the independent
public accountants of the Company for fiscal year 1995.
3. 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, 1995, 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 5,186,627 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. Abstentions are
counted for purposes of determining a quorum to conduct business, but are
ignored in vote tabulation, thereby increasing the number of votes necessary to
effectuate any proposal. Broker "non-votes" (i.e., shares held in nominee name
by brokers on behalf of customers, which shares are not represented by proxy)
are not counted for purposes of the meeting.
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.
REGULATION
Holders of Common Stock may be subject to certain regulatory restrictions on
ownership. Holders are subject to the qualification provisions of the New
Jersey Casino Control Act (the "Casino Act") relating to financial sources and
may, in the sole discretion of the New Jersey Casino Control Commission with the
concurrence of the Division of Gaming Enforcement, be required to make filings,
submit to regulatory proceedings and qualify under the Casino Act. A holder of
Common Stock who cannot legally hold such shares, or who exposes the Company to
a risk of loss of a license or other regulatory risks, may be required to sell
his or her shares of Common Stock to a qualified buyer or to the Company at the
price prescribed by law or, if no price is prescribed, at the fair market value
(defined in the Company's Certificate of Incorporation).
2
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
Based on filings with the Securities and Exchange Commission, 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 80.1%
</TABLE>
SECURITY OWNERSHIP OF MANAGEMENT
The following information pertains to the Common Stock beneficially owned 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 Percentage of
Common Stock Outstanding
Beneficially Common
Beneficial Owner Owned (a) Stock
- ------------------------------- ---------------- --------------
<S> <C> <C>
Jack E. Pratt.................. 4,156,013(b) 80.1%
Edward T. Pratt, Jr............ 4,156,013(c) 80.1%
William D. Pratt............... 4,156,013(d) 80.1%
William P. Weidner............. 46,239(e) *
Bradley H. Stone............... 7,500(f) *
Edward D. Muir................. 29,677(g) *
James A. Colquitt.............. -- --
Bernard A. Capaldi, CPA........ -- --
Lawrence C. Cole............... --(h) --
Arthur Lewis................... -- --
All directors and officers as
a group (10 individuals)..... 4,244,429(i) 81.7%
</TABLE>
- -----------------------
* Less than 1%
(a) Except as otherwise described, each individual has the sole power to vote
and dispose of the Common Stock beneficially owned by him.
(b) By virtue of the following, Mr. Jack E. Pratt may be 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 Mr. Jack E. Pratt is the General Partner, owns
1,282,123 shares (5.3%) 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
3
<PAGE>
General Partner, owns 1,799,387 shares (7.4%) 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 (4.1%) 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. may be 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 (3.8%) 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 may be 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 (18.8%) of the
outstanding stock of HCC and (iii) Mr. William D. Pratt is a director of
HCC.
(e) Mr. Weidner also owns 226,654 shares of HCC Common Stock and holds an
option to purchase 113,327 shares of HCC Common Stock exercisable within 60
days, which represents 1.4% of the outstanding shares of HCC Common Stock.
(f) Mr. Stone also owns 128,660 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.
(g) Includes 10,780 shares held of record by the Betty Fay Muir Survivors Trust
of which Mr. Edward D. Muir is the Trustee.
(h) Mr. Cole also owns 43,336 shares of HCC Common Stock and holds an option to
purchase 21,668 shares of common stock exercisable within 60 days, which
represents less than one percent of the outstanding shares of HCC.
(i) Include 5,000 shares of Common Stock of the Company subject to options
exercisable within 60 days of the date hereof under the Pratt Hotel
Corporation 1990 Incentive Stock Option Plan (the "Plan"). Officers and
directors of the Company as a group also beneficially own 12,717,251 shares
of HCC Common Stock and hold options to purchase 341,666 shares of HCC
Common Stock exercisable within 60 days. Such shares represent 52.8% 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).
4
<PAGE>
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 (52) 1988 Director
James A. Colquitt (76) 1986 Director
Edward D. Muir (84) 1969 Director
Jack E. Pratt (68) 1969 Chairman of the Board, Chief
Executive Officer and Director
Edward T. Pratt, Jr. (71) 1969 Vice Chairman of the Board
and Director
William D. Pratt (66) 1969 Executive Vice President, General
Counsel and Secretary and Director
William P. Weidner (50) 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 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 is a certified public accountant and is a principal of
Capaldi, Reynolds & Associates, P.A., 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 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 is currently retired. He is a former Senior Vice
President of Rauscher Pierce Refsnes of San Antonio, Texas, an investment
banking firm, and was associated with Rauscher Pierce Refsnes in numerous
executive capacities 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.
5
<PAGE>
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.,
46.3% 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 and as a director of HCC
since 1992. Mr. Weidner also serves on the Board of Directors of Shorewood
Packaging Corporation, a specialty paperboard packaging company.
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. Hollywood Casino Corporation has informed the Company
that it intends to vote all of its shares of Common Stock in favor of the
nominees, and, because Hollywood Casino Corporation owns 81.6% 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 $25,000 for
service on the Board of Directors and $1,000 for each Board meeting attended
during 1994. The Board of Directors of the Company held four regularly
scheduled meetings during the year ended December 31, 1994. All of the
directors attended all meetings of the Board of Directors and committees for
which they were eligible to 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
6
<PAGE>
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 is comprised of Messrs.
Bernard A. Capaldi, James A. Colquitt and Edward T. Pratt, Jr. The Audit
committee met three times during 1994.
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 1994.
COMPENSATION COMMITTEE. The Compensation Committee reviews the compensation
of the Company's executive officers. The Compensation Committee is comprised of
Messrs. Edward D. Muir, James A. Colquitt, Jack E. Pratt and William D. Pratt.
The Compensation Committee did not meet during 1994; however, compensation
increases were made to the executive officers during 1994 subject to
ratification by the Compensation Committee at its February 1995 meeting. 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."
<TABLE>
<CAPTION>
Name Age Position
---- --- --------
<S> <C> <C>
Jack E. Pratt......................... 68 Chairman of the Board, Chief Executive
Officer and Director
Edward T. Pratt, Jr................... 71 Vice Chairman of the Board, Treasurer
and Director
William P. Weidner.................... 50 President, Chief Operating Officer and
Director
Albert J. Cohen....................... 55 Executive Vice President and Principal
Financial Officer
</TABLE>
7
<PAGE>
<TABLE>
<S> <C> <C>
William D. Pratt...................... 66 Executive Vice President, General
Counsel and Secretary, and Director
Edward T. Pratt, III.................. 39 Executive Vice President --
Development and Corporate Affairs
Bradley H. Stone...................... 40 Executive Vice President
Lawrence C. Cole...................... 48 Vice President of Management
Information Systems
Charles F. LaFrano, III............... 40 Vice President
Arthur Lewis.......................... 65 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 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., 46.3% 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.
("GBHC"), a wholly-owned subsidiary of the Company, since June 1984.
Mr. Lawrence C. Cole has served as Vice President of Management Information
Systems of the Company since December 1987 and of GBHC since January 1983. Mr.
Cole also serves as Chief Executive Officer and President of Advanced Casino
Systems Corporation ("ACSC"), a subsidiary of the Company, which licenses
software for automated casino accounting and control systems.
Mr. Charles F. LaFrano, III is a certified public accountant and has served
as Vice President of the Company since September 1988. He also served as
Corporate Controller (Principal Accounting Officer) of the Company from
September 1988 until November 1994.
Mr. Arthur Lewis has served as Vice President of Security of the Company
since December 1987 and of GBHC since November 1982.
8
<PAGE>
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, its subsidiaries and affiliates 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, 1994, 1993 and 1992.
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM
-------------------- COMPENSATION
OTHER ANNUAL AWARDS/ ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION (1) OPTIONS (2) COMPENSATION (3)
- ------------------------------------- ------- --------- -------- -------------------- ------------- ----------------
<S> <C> <C> <C> <C> <C> <C>
Jack E. Pratt (4) 1994 $ 87,934 $124,615 $13,000 - $ 52,024
Chief Executive Officer and 1993 150,075 - 16,500 - 14,288
Chairman of the Board of the 1992 410,321 - 14,000 - 488,793
Company
William P. Weidner 1994 750,217 - - - 2,250
President and Chief Operating 1993 718,834 - - - 3,000
Officer of the Company 1992 670,358 - - 10,000 1,877
Bradley H. Stone 1994 479,231 - - - 2,250
Executive Vice President of 1993 457,983 - - - 3,000
the Company 1992 419,103 - - 10,000 1,877
Lawrence C. Cole 1994 250,139 - - - 2,250
Vice President of Management 1993 251,885 10,000 - - 3,000
Information Systems of the Company 1992 247,625 30,000 - 2,390 1,877
Arthur Lewis 1994 124,407 - - - 2,250
Vice President of Security 1993 113,561 - - - 3,000
of the Company 1992 104,292 - - 1,000 1,877
</TABLE>
- --------------------------
(1) Represents directors' fees for service as a director to a subsidiary of the
Company.
(2) Represents shares of Company common stock subject to options granted under
the PHC Plan (defined below).
(3) Includes matching contributions by the Company to the Pratt Employee
Retirement Savings Plan on behalf of the named executive officer. See also
"Employee Retirement Savings Plan" below. Amount set forth for Mr. Jack E.
Pratt also includes pension benefit accruals on his behalf. See also
"Employment Contracts" below.
(4) Amounts shown for Mr. Jack Pratt represent payments by the Company and its
subsidiaries for Mr. Pratt's services on their behalf.
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.
9
<PAGE>
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 NUMBER OF UNEXERCISED SHARES AT FY-END ($4.13)
SHARES (MARKET PRICE AT OPTIONS AT FY-END LESS EXERCISE PRICE)
ACQUIRED EXERCISE LESS ----------------------------------- --------------------------
NAME ON EXERCISE EXERCISE PRICE) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- --------------------------- ---------------- ------------------- ------------------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Jack E. Pratt.............. - - - - - -
William P. Weidner......... 10,000 $21,300 - - - -
Bradley H. Stone........... - - - - - -
Lawrence C. Cole........... - - - - - -
Arthur Lewis............... - - - - - -
</TABLE>
EMPLOYMENT CONTRACTS
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 with the Company and provide services to
HCC pursuant to intercompany allocation agreements ratified by the respective
Boards of Directors of the Company and HCC. Their employment contracts were
executed during October 1989 and originally expired on December 31, 1994.
Effective as of February 23, 1995, the Company has extended the terms of the
contracts to December 31, 1996. The terms of the contracts may be extended
again by mutual agreement of the parties and the extended term, or any further
extension thereof, will be followed immediately by a four-year period as
consultant to the Company. Upon expirations 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 $376,000, $200,000 and $171,000, respectively.
William P. Weidner, President and Chief Operating Officer of the Company,
Bradley H. Stone, Executive Vice President of the Company and President of GBHC,
and Lawrence C. Cole, Vice President of Management Information Systems of the
Company, are under employment contracts in such respective
10
<PAGE>
capacities continuing through December 31, 1995, unless sooner terminated by one
of 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 annual 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 "PHC Plan").
The PHC 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 PHC Plan consist of shares
(whether 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 PHC Plan.
The PHC Plan is administered by the Compensation Committee of the Board of
Directors (the "Board") of the Company. Subject to the terms of the PHC Plan,
the Compensation Committee may from time to time determine those key employees
who shall be granted stock options under the PHC Plan, the number of shares to
be subject to such options and interpret and establish and amend rules and
regulations relating to the PHC Plan. Only key employees of the Company or any
of its subsidiaries are eligible to participate in the PHC Plan. Incentive
stock options granted under the PHC 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 PHC 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 GBHC's qualified defined contribution
plan for the benefit of all of the Company's employees who satisfy certain
eligibility requirements. GBHC 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 approximately
$520,000 for the year ended December 31, 1994.
11
<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. Messrs. Muir and Colquitt are neither former nor current
officers or employees of the Company or any of its subsidiaries. Jack E. Pratt
and William D. Pratt serve as executive officers and directors of the Company
and HCC. They also serve on the Compensation Committee of HCC.
12
<PAGE>
REPORT OF THE COMPENSATION COMMITTEE
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 1994 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
$490,930 effective December 26, 1993. Mr. Pratt's minimum annual base salary
was again increased effective July 1, 1994 to $566,000 and a bonus in the amount
of $150,000 was awarded during the year ended December 31, 1994. Such increases
in the annual base salary from the preceding year and the bonus awarded to Mr.
Pratt were in recognition of profitable operations at a riverboat gaming
facility being managed by a subsidiary of the Company, the opening of a new
dockside gaming facility by Hollywood Casino Corporation from which the Company
will earn $1.2 million in annual consulting fees and the successful refinancing
of substantially all of the Company's gaming-related debt obligations at more
favorable terms.
During 1994, 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 1994.
This report and the accompanying stock price performance graph are provided
for general informational purposes only pursuant to regulations under the
Securities Exchange Act of 1934. No information contained in this report or the
accompanying graph shall be deemed to be filed in whole or in part for purposes
under the Securities Act of 1933 or the Securities Exchange Act of 1934, or
incorporated by reference into any filing made thereunder.
Compensation Committee
Jack E. Pratt
William D. Pratt
Edward D. Muir
James A. Colquitt
13
<PAGE>
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
(January 2, 1990 = 100)
<TABLE>
<CAPTION>
Equity Casino Pratt Hotel
Date Index Index Corporation
- ------ ------ ----------- -----------
<S> <C> <C> <C>
January 2, 1990 100.0 100.0 100.0
March 30, 1990 95.3 83.8 88.9
June 29, 1990 101.1 94.5 111.1
September 28, 1990 86.7 55.7 88.9
December 31, 1990 94.5 67.1 44.4
March 28, 1991 109.3 88.1 77.8
June 28, 1991 108.8 94.9 122.2
September 30, 1991 115.2 105.5 77.8
December 31, 1991 125.2 103.0 44.4
March 31, 1992 122.6 122.1 77.8
June 30, 1992 124.4 109.0 77.8
September 30, 1992 128.7 136.0 66.7
December 31, 1992 136.0 159.0 35.6
March 31, 1993 142.2 168.7 131.1
June 30, 1993 142.7 205.5 193.3
September 30, 1993 146.7 267.1 82.2
December 31, 1993 149.5 242.7 104.4
March 31, 1994 143.9 210.4 75.6
June 30, 1994 144.1 160.9 71.1
September 30, 1994 151.0 180.7 108.9
December 30, 1994 150.7 186.3 73.3
</TABLE>
14
<PAGE>
TRANSACTIONS WITH MANAGEMENT
HOLLYWOOD CASINO CORPORATION. During 1990, Hollywood Casino Corporation
("HCC"), a corporation then 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. 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 (the "PPI Funding
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. Interest expense with respect to
the PCPI Notes and the PPI Funding Notes for the year ended December 31, 1994
amounted to $6.1 million.
Since May 1992, the Company and its subsidiaries have borrowed funds from a
liquidity fund established by HCC for such purpose. Of the amounts borrowed, $1
million, which is not due until April 1, 1998, is classified as noncurrent. 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, 1994, the outstanding balance on such
borrowings was $6 million and, under certain conditions, the Company and its
subsidiaries may obtain additional loans from HCC under similar terms. HCC also
loaned $8 million to a subsidiary of the Company, the proceeds of which were
used in connection with an expansion of gaming space at the Sands Hotel and
Casino. 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.
In connection with the refinancing, a newly formed subsidiary of the Company
borrowed $15 million from HCC to be used in connection with the Sands'
expansion. The debt accrues interest at the rate of 14 5/8% per annum and is
due in February 2005. At December 31, 1994, $6.3 million principal amount of
such notes together with $1.9 million of accrued interest were assigned to the
Company by HCC in recognition of tax net operating losses of the Company used by
HCC.
Interest expense on borrowings from HCC amounted to $9.3 million for the year
ended December 31, 1994. Interest payable to HCC in connection with such
borrowings amounted to $23,000 at December 31, 1994.
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. 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 $10 million during 1994 of which unpaid base services and
incentive fees of $2.3 million were owed to the PHC subsidiary at December 31,
1994.
HWCC - Tunica, Inc. ("HCT"), a wholly owned subsidiary of HCC, completed
construction of a dockside gaming facility in Tunica County, Mississippi
("Hollywood - Tunica") which commenced operations in August 1994. Pursuant to a
ten-year consulting agreement with HCT, a subsidiary of the Company receives
monthly consulting fees of $100,000.
15
<PAGE>
HCC is obligated under the terms of an administrative services agreement to
pay the Company $50,000 per month in connection with certain shared
administrative costs. In addition, during 1993, the Company and its subsidiaries
began sharing certain general and administrative costs with HCC. Net allocated
costs and fees charged to HCC by the Company amounted to $188,000 during the
year ended December 31, 1994. A receivable in the amount of $52,000 in
connection with such allocated costs and fees was due to the Company at December
31, 1994.
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 at December 31, 1994 by Jack E. Pratt and Edward T. Pratt, Jr., each as
30% general and limited partners, William D. Pratt as a 10% general and limited
partner and Crystal A. Pratt, the former wife of Jack E. Pratt, as a 30% limited
partner. The Company relinquished its 25% limited partnership interest during
1994 in consideration of the remaining partners contributing $1.5 million to be
used for capital improvements at DFW North. The Company is obligated by 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.
During February 1994, the Company purchased such underlying indebtedness with
a principal balance of approximately $13.8 million from third parties at a cost
of $6.8 million ($1 million of which was paid during 1993), with funds borrowed
from HCC, and subject to third party indebtedness amounting to $2.7 million.
Payments under the hotel operating agreement, net of debt service receipts since
the February 1994 note acquisition date, amounted to $678,000 during the year
ended December 31, 1994. Payments from Metroplex, including interest at the
rate of 9 1/2% per annum, are due monthly with the remaining principal balance
of $13.5 million due May 31, 1996.
OTHER. At December 31, 1993, Metroplex had loans outstanding to the Company
in the amount of $140,000. During the year ended December 31, 1994, the Company
repaid such loans together with interest accrued amounting to $24,000.
16
<PAGE>
APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
Upon the recommendation of the Audit Committee and subject to ratification by
the stockholders at the Annual Meeting, the Board of Directors has appointed
Arthur Andersen LLP ("Andersen") to serve as the independent public accountants
of the Company for its fiscal year ending December 31, 1995. Andersen, which
has served as the independent public accountants of the Company since 1981,
follows a policy of rotating the engagement partner every seven years. Other
partners and non-partner personnel are rotated on a periodic basis.
Representatives of Andersen are not expected to be present at the Annual Meeting
to make a statement or to respond to questions. If the appointment of Andersen
is not ratified by the stockholders, the Board of Directors will appoint other
independent public accountants based upon the recommendation of the Audit
Committee.
The affirmative vote of a majority of the votes cast on this proposal shall
constitute ratification of the appointment of Andersen.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF THE
APPOINTMENT OF ARTHUR ANDERSEN LLP AS INDEPENDENT PUBLIC ACCOUNTANTS FOR FISCAL
YEAR 1995.
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 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
1996 Annual Meeting, stockholder proposals must be received by the Company by
January 5, 1996, and must otherwise comply with the requirements of Rule 14a-8.
17
<PAGE>
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,
1994, 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 24, 1995
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.
18
<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, 1995, at the Annual Meeting of Stockholders to be held
on May 24, 1995, or any adjournment(s) thereof.
1. PROPOSAL TO ELECT AS DIRECTORS OF THE COMPANY THE FOLLOWING PERSONS TO HOLD
OFFICE UNTIL THE 1996 ANNUAL MEETING OF STOCKHOLDERS OR UNTIL THEIR
SUCCESSORS HAVE BEEN DULY ELECTED AND QUALIFIED.
<TABLE>
<S> <C>
[_]FOR ALL nominees listed below [_]WITHHOLD AUTHORITY
(except as marked to the to vote for all nominees below.
contrary below)
</TABLE>
Bernard A. Capaldi, James A. Colquitt, Edward D. Muir, Jack E. Pratt, Edward T.
Pratt, Jr., William D. Pratt and William P. Weidner
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name on the space provided below.)
- --------------------------------------------------------------------------------
2. PROPOSAL TO RATIFY THE APPOINTMENT OF ARTHUR ANDERSEN LLP AS INDEPENDENT
PUBLIC ACCOUNTANTS FOR FISCAL YEAR 1995.
[_] FOR [_] AGAINST [_] ABSTAIN
(please sign on the other side)
3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
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 AND FOR THE
RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS UNDER PROPOSAL 2.
Dated: __________________, 1995
-------------------------------
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.
