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SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(c)
OF THE SECURITIES EXCHANGE ACT OF 1934
Check the appropriate box:
[X] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14c-5((d)(2))
[ ] Definitive Information Statement
PRATT HOTEL CORPORATION
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(Name of Registrant as Specified in Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) 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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PRATT HOTEL CORPORATION
TWO GALLERIA TOWER, SUITE 2200
13455 NOEL ROAD, LB 48
DALLAS, TEXAS 75240
NOTICE OF ACTION BY WRITTEN CONSENT
To the Stockholders of Pratt Hotel Corporation:
Notice is hereby given that Hollywood Casino Corporation, as the holder of
approximately 80.1% of the issued and outstanding Common Stock, par value $0.10
per share (the "Common Stock"), of Pratt Hotel Corporation (the "Company"),
shall, on or about December 31, 1996, approve and adopt a proposal (the
"Proposal") by written consent in lieu of a meeting to amend the Company's
Certificate of Incorporation to change the name of the Company to Greate Bay
Casino Corporation.
The Board of Directors of the Company has approved the Proposal, subject to
stockholder approval.
The record date for the determination of stockholders of the Company
entitled to receive this Notice of Action by Written Consent and the
accompanying Information Statement and the determination of the number of shares
of Common Stock necessary to approve the Proposal has been fixed as of the close
of business on December 3, 1996.
NO STOCKHOLDERS' MEETING WILL BE HELD TO VOTE ON OR DISCUSS THE PROPOSAL.
ACCORDINGLY, WE ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED NOT TO
SEND A PROXY.
By Order of the Board of Directors
William D. Pratt, Secretary
December 11, 1996
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PRATT HOTEL CORPORATION
TWO GALLERIA TOWER, SUITE 2200
13455 NOEL ROAD, LB 48
DALLAS, TEXAS 75240
PRELIMINARY INFORMATION STATEMENT
AMENDMENT TO PRATT HOTEL CORPORATION'S
CERTIFICATE OF INCORPORATION TO CHANGE
ITS NAME TO GREATE BAY CASINO CORPORATION
WE ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE
REQUESTED NOT TO SEND A PROXY
Approximate date of Mailing of this Information Statement: December 11, 1996.
INTRODUCTION
This Information Statement is being furnished by the Board of Directors of
Pratt Hotel Corporation, a Delaware corporation (the "Company"), in connection
with the proposed adoption of a Certificate of Amendment to the Company's
Certificate of Incorporation (the "Amendment") by the written consent of the
holders of a majority of the Company's outstanding Common Stock, par value $0.10
per share (the "Common Stock").
The Company's Board of Directors has approved and recommended that the
Company's Certificate of Incorporation be amended to change the name of the
Company from Pratt Hotel Corporation to Greate Bay Casino Corporation. The
proposed Amendment will become effective upon (i) the approval of the Amendment
by the written consent of the holders of not less than a majority of the
Company's outstanding Common Stock and (ii) the filing of the Amendment with the
Secretary of State of the State of Delaware. The Company anticipates that the
filing of a written consent to the Amendment from Hollywood Casino Corporation,
a Delaware corporation ("Hollywood"), the holder of approximately 80.1% of the
Company's outstanding Common Stock, will occur on or about December 31, 1996.
Only stockholders of record of the Company's shares of
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Common Stock outstanding at the close of business on December 3, 1996 (the
"Record Date"), are entitled to receive this Information Statement and Notice of
Action by Written Consent.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth as of October 31, 1996 (unless otherwise
noted) certain information regarding the beneficial ownership of the Common
Stock by (i) each person who is known to the Company to be the beneficial owner
of more than 5% of the Common Stock, (ii) each director of the Company, (iii)
the Company's Chief Executive Officer and each of the four
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other most highly compensated officers of the Company during 1995 and (iv) all
directors and executive officers of the Company as a group. The Company is
unaware of any arrangements which may result in a change of control of the
Company.
<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP OF
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COMMON STOCK
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NUMBER OF PERCENTAGE OF
NAME SHARES/(1)/ OUTSTANDING SHARES/(2)/
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<S> <C> <C>
Hollywood Casino Corporation /(3)/ 4,156,013 80.1%
Jack E. Pratt 4,156,013/(4)/ 80.1%
Edward T. Pratt, Jr. 4,156,013/(5)/ 80.1%
William D. Pratt 4,156,013/(6)/ 80.1%
Edward T. Pratt III 4,156,013/(7)/ 80.1%
William D. Weidner /(8)/ 46,239/(9)/ *
Bradley H. Stone /(8)/ 7,500/(10)/ *
Edward D. Muir 8,000/(11)/ *
Bernard A. Capaldi 0 0
Lawrence C. Cole 0/(12)/ 0
Leonard M. DeAngelo 0/(13)/ 0
Arthur Lewis 0 0
All directors and officers as a group (9 individuals) 4,164,013/(14)/ 80.3%
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</TABLE>
* Less than 1%
(1) Except as otherwise described, each individual has the sole power to vote
and dispose of the Common Stock beneficially owned by him.
(2) Percentage of outstanding shares that the named person or group would
beneficially own if such person or group, and only such person or group,
exercised all currently exercisable warrants and options held.
(3) The address for Hollywood Casino Corporation is Two Galleria Tower, Suite
2200, 13455 Noel Road, LB 48, Dallas, Texas, 75240.
(4) By virtue of the following, Jack E. Pratt may be deemed to share beneficial
ownership of all of the Common Stock held by Hollywood: (a) C. A. Pratt
Partners, Ltd., a Texas limited partnership of which Mr. Pratt is the
General Partner, owns 1,282,123 shares (5.2%) of the outstanding stock of
Hollywood; such shares are subject to a voting agreement giving Mr. Pratt
sole voting power on all matters to come before the stockholders of the
Company, (b) J. E. Pratt Co. I, a Texas general partnership of which Mr.
Pratt is the Managing General Partner, owns 1,799,387 shares (7.3%) of the
outstanding stock of Hollywood, (c) the W.D. Pratt Family Trust, for which
Mr. Pratt is the managing trustee, owns 1,003,867 shares (4.1%) of the
outstanding stock of Hollywood, (d) direct ownership of 35,000 shares (less
than 1%) of the outstanding stock of Hollywood and (e) Mr. Pratt is a
director of Hollywood.
(5) By virtue of the following, Edward T. Pratt, Jr. may be deemed to share
beneficial ownership of all of the Common Stock held by Hollywood: (a)
E.T. Pratt Co. I, a Texas general partnership of which Mr. Pratt is the
Managing General Partner, owns 926,748 shares (3.7%) of the outstanding
stock of Hollywood, (b)
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direct ownership of 30,000 shares (less than 1%) of the outstanding stock
of Hollywood and (c) Mr. Pratt is a director of Hollywood.
(6) By virtue of the following, William D. Pratt may be deemed to share
beneficial ownership of all the Common Stock held by Hollywood: (a) W.D.
Pratt Co. I, a Texas general partnership of which Mr. Pratt is the Managing
General Partner, owns 290,830 shares (1.2%) of the outstanding stock of
Hollywood, (b) the J.E. Pratt Family Trust, for which Mr. Pratt is the
managing trustee, owns 4,588,867 shares (18.6%) of the outstanding stock of
Hollywood, (c) the W.D.P. Jr. Family Trust, for which Mr. Pratt is the
managing trustee, owns 9,750 shares (less than 1%) of the outstanding stock
of Hollywood and (d) Mr. Pratt is a director of Hollywood.
(7) By virtue of the following, Edward T. Pratt III may be deemed to share
beneficial ownership of all the Common Stock held by Hollywood: (a) E.
Pratt Family Trust, of which Mr. Pratt is the Managing Trustee, owns
2,076,013 shares (8.4%) of the outstanding stock of Hollywood; (b) direct
ownership of 326,600 shares (1.3%) of the outstanding stock of Hollywood;
and (c) Mr. Pratt is a director of Hollywood. Mr. Pratt also holds options
to purchase 130,008 shares of common stock of Hollywood exercisable within
60 days, which represents less than one percent of the outstanding stock of
Hollywood.
(8) Former officer or director of the Company. Resigned effective November
1995. Ownership information with respect to Common Stock is as of March 26,
1996.
(9) As of June 21, 1996, Mr. Weidner also owns 286,981 shares (1.2%) of the
outstanding stock of Hollywood.
(10) As of June 21, 1996, Mr. Stone also owns 181,990 shares of the outstanding
stock of Hollywood, which represents less than one percent of the
outstanding stock of Hollywood.
(11) Consists of 8,000 shares held of record by the Betty Fay Muir Survivors
Trust of which Mr. Edward D. Muir is the Trustee.
(12) Mr. Cole owns 65,004 shares of the outstanding stock of Hollywood, which
represents less than one percent of the outstanding stock of Hollywood.
(13) Mr. DeAngelo owns 60,004 shares of the outstanding stock of Hollywood,
which represents less than one percent of the outstanding stock of
Hollywood.
(14) Current officers and directors of the Company as a group also beneficially
own 12,454,637 shares (50.4%) of the outstanding stock of Hollywood and
hold options to purchase 130,008 shares of stock of Hollywood exercisable
within 60 days. Such shares subject to options represent less than one
percent of the outstanding stock of Hollywood.
APPROVAL OF AMENDMENT
Under the Company's Certificate of Incorporation and applicable Delaware
law, approval of the Amendment requires the affirmative vote of the holders of a
majority of the Company's outstanding Common Stock, with the holders of the
Common Stock casting one vote per share of Common Stock held. Hollywood, as the
holder of an aggregate of 4,156,013 shares of the Company's Common Stock,
representing approximately 80.1% of the Company's outstanding Common Stock, has
indicated that it intends to give its written consent to the adoption of the
Amendment. The written consent of Hollywood to the Amendment will become
effective upon the filing of the consent with the Secretary of the Company.
Because of Hollywood's ownership of approximately 80.1% of the Common Stock,
when Hollywood delivers its written consent approving the Amendment, the
Amendment will be approved. The Company anticipates that the filing of such
written consent will occur on or about December 31, 1996, following which the
Company will file with the Secretary of State of Delaware a Certificate of
Amendment to its Certificate of Incorporation changing the name of the Company
from Pratt Hotel Corporation to Greate Bay Casino Corporation.
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EXECUTIVE OFFICES
The Company's principal executive offices are located at Two Galleria
Tower, Suite 2200, 13455 Noel Road, LB 48, Dallas, Texas 75240.
NO DISSENTERS' RIGHTS OF APPRAISAL
There is no provision in the Delaware General Corporation Law allowing for
dissenters' rights of appraisal in connection with the Amendment.
REASONS FOR NAME CHANGE/EFFECT OF NAME CHANGE
The Company has determined to change its name because the Company no longer
owns any hotels, and, therefore, believes that its name should not refer to the
hotel business. The Company selected "Greate Bay Casino Corporation" as its new
name because this name identifies the Company with the business conducted by its
most significant asset, the Sands Casino in Atlantic City, New Jersey. The
Company's new name also refers to a bay that is located near Atlantic City. The
change of name will not affect in any way the validity or transferability of
stock certificates currently outstanding, the capital structure of the Company
or the listing of the Common Stock on the American Stock Exchange (the "AMEX").
For the time being, the Common Stock will continue to be traded on the AMEX
under the symbol "PHC." Stockholders with certificated shares may continue to
hold their existing certificates or receive new certificates reflecting the name
change upon tendering of their old certificates to the Company's transfer agent.
By Order of the Board of Directors
William D. Pratt, Secretary
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