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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[X] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
PRATT HOTEL CORPORATION
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] 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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PRATT HOTEL CORPORATION
TWO GALLERIA TOWER, SUITE 2200
13455 NOEL ROAD, LB 48
DALLAS, TEXAS 75240
NOTICE OF SOLICITATION OF CONSENTS
To the Stockholders of Pratt Hotel Corporation:
This Notice of Solicitation of Consents and accompanying Consent
Statement (the "Consent Statement") are furnished to you by Pratt Hotel
Corporation (the "Company") in connection with its solicitation of written
consents ("Consents") from the holders of its common stock, par value $0.10 per
share (the "Common Stock"), to take action without a stockholders' meeting.
Specifically, the Company is asking holders of its Common Stock to
consent to amend the Company's Certificate of Incorporation to change the
Company's name to Greate Bay Casino Corporation.
The Board of Directors urges you to indicate your written consent to
the proposed corporate action by marking, signing and dating the enclosed
consent card, and promptly mailing it so that it would be received by the
Company on or before December 31, 1996 in the enclosed envelope. The proposed
corporate action may be taken only if the holders of a majority of the
outstanding shares of Common Stock at the close of business on December 3, 1996,
which is the record date for this solicitation (the "Record Date"), submit to
the Company a written consent to such action. The Consent Statement and the
related consent card are first being furnished to all holders of record of
Common Stock as of the Record Date, on or about December 15, 1996.
If your shares of Common Stock are held in the name of a brokerage
firm, bank nominee or other institution, only that entity can execute a Consent
with respect to your shares. Accordingly, please contact the person responsible
for your account and give instructions for a Consent to be signed representing
your shares. The Company urges you to confirm in writing your instructions to
the person responsible for your account and to provide a copy of those
instructions to the Company, so that the Company will be aware of all
instructions given and can attempt to ensure that such instructions are
followed.
The Board of Directors unanimously recommends that you vote FOR the
proposed amendment to the Certificate of Incorporation
By Order of the Board of Directors
William D. Pratt, Secretary
December 15, 1996
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PRATT HOTEL CORPORATION
TWO GALLERIA TOWER, SUITE 2200
13455 NOEL ROAD, LB 48
DALLAS, TEXAS 75240
PRELIMINARY CONSENT SOLICITATION STATEMENT
AMENDMENT TO PRATT HOTEL CORPORATION'S
CERTIFICATE OF INCORPORATION TO CHANGE
ITS NAME TO GREATE BAY CASINO CORPORATION
Approximate date of Mailing of this Consent Statement: December 15, 1996.
INTRODUCTION
This Consent 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 BOARD OF DIRECTORS RECOMMENDS
THAT YOU CONSENT TO THE PROPOSED 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"). After the change of name, the Common Stock will be
traded on the AMEX under the symbol "_____." If the Amendment is approved,
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.
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GENERAL INFORMATION ABOUT SOLICITATION OF CONSENTS
CONSENT PROCEDURE; EFFECTIVENESS; RECORD DATE
Section 228 of the Delaware General Corporation Law ("DGCL") states
that, unless otherwise provided in a corporation's certificate of incorporation,
any action that may be taken at any annual or special meeting of stockholders,
may be taken without a meeting, without prior notice and without a vote, if
consents in writing, setting forth the action so taken, shall be signed by the
holders of outstanding stock having not less than the minimum number of votes
that would be necessary to authorize or take such action at a meeting at which
all shares entitled to vote thereon were present and voted, and those consents
are delivered to the corporation by delivery to its registered offices in
Delaware, its principal place of business, or an officer or agent of the
corporation having custody of the books in which proceedings of meetings of
stockholders are recorded. The Company's Certificate of Incorporation does not
prohibit the use of such consents.
A Record Date of December 3, 1996 was set by the Board of Directors
acting pursuant to DGCL Section 213(b). Only the holders of record of Common
Stock on the Record Date may execute Consents to the Amendment.
The Amendment proposed herein will be adopted when properly completed,
unrevoked Consents approving the Amendment are signed by the holders of record
on the Record Date of a majority of the shares of Common Stock then outstanding
and those Consents are presented to the Company. Although Section 228(c) of the
DGCL allows the Company to accept Consents for 60 days after the earliest dated
Consent is delivered to the Company, in order to allow the Company to effect the
proposed name change as soon as possible, you are requested to return your
consent by December 31, 1996.
If the Amendment has received the necessary approval required by the
DGCL for its adoption by December 31, 1996, it will file the Amendment with the
Delaware Secretary of State on that date. If the Amendment is adopted by less
than unanimous consent of the Company's stockholders, the Company, pursuant to
DGCL Section 228(d), will give prompt notice of the adoption of the Amendment to
those stockholders who have not returned executed Consents to the Amendment to
the Company by the close of business on December 31, 1996.
VOTING RIGHTS
The unrevoked signed Consents representing the holders of record on
the Record Date of at least a majority of the outstanding shares of Common Stock
are necessary to effect the Amendment. On the Record Date, the Company had
outstanding and entitled to vote ____________ shares of Common Stock, each
entitled to one vote upon matters to be acted upon by stockholder vote.
APPROVAL ANTICIPATED
The Company anticipates that Hollywood Casino Corporation, a Delaware
corporation ("Hollywood"), the holder of approximately 80.1% of the Company's
outstanding Common
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Stock, will give its approval of the Amendment by written consent before
December 31, 1996. If and when Hollywood delivers its Consent to the Company,
the Amendment will have received the necessary approval required by the DGCL for
its adoption.
SOLICITATIONS OF CONSENTS
Solicitations of Consents will be made by the Company. The Company
will bear all expenses of this solicitation. Consents will be solicited by
mail, telephone or telecopier and in person. No employee of the Company will
receive any additional compensation for such solicitation.
Brokers, custodians, nominees and fiduciaries will be requested to
forward solicitation material to beneficial owners of the Common Stock. The
Company will reimburse brokers, custodians, nominees and fiduciaries for their
reasonable expenses for sending solicitation material to the beneficial owners
of Common Stock.
REVOCATION OF CONSENTS
An executed Consent may be revoked at any time before the expiration
of the Consent or the filing of the approved Amendment with the Delaware
Secretary of State by signing, dating, and delivering a written revocation to
the Company. A revocation may be in any written form validly signed by the
record holder as long as it clearly states that the Consent previously given is
no longer effective. The delivery of a subsequently dated Consent which is
properly completed will constitute a revocation of any earlier Consent. The
revocation may be delivered to the Company at Two Galleria Tower, Suite 2200,
13455 Noel Road, LB 48, Dallas, Texas 75240.
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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 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%
</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
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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) 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.
VOTING INSTRUCTIONS
If you wish to Consent to the Amendment and were a record holder of Common
Stock on the Record Date, please mark the appropriate "CONSENT" box on the
accompanying consent card and sign, date and mail it promptly to the Company in
the enclosed envelope.
If you do not wish to Consent to the Amendment and were a record holder of
Common Stock on the Record Date, you may mark the appropriate "Consent Withheld"
or "Abstains" box on the accompanying consent card, and sign, date and mail the
card in the enclosed envelope. In addition, by not returning a consent card, a
holder of Common Stock will be deemed not to have consented to the Amendment.
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When a stockholder whose Consent is solicited specifies a choice with respect
to the Amendment, the Consent shall be given in accordance with the
specifications so made. If the stockholder has failed to check a box marked
"CONSENT WITHHELD" or "ABSTAINS" for the proposed Amendment, such stockholder
shall be deemed to have CONSENTED to the Amendment.
Under Delaware law, broker non-votes, directions to withhold authority to
consent and abstentions are counted for purposes of establishing a quorum
although they are not counted for the purpose of determining whether a proposal
has been approved. Since the holders of a majority of the outstanding shares of
Common Stock must consent to the proposed Amendment in order for such proposal
to be adopted (and there is no quorum requirement applicable to consent
solicitations), a broker non-vote, direction to withhold authority to vote or an
abstention has the same effect as a "no" vote with respect to the proposed
Amendment.
If your shares of Common Stock are held in the name of a brokerage firm, bank
nominee or other institution, only it can sign a Consent with respect to your
shares. Accordingly, please contact the person responsible for your account and
give instructions for a Consent to be signed representing your shares.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE PROPOSED AMENDMENT.
NO DISSENTERS' RIGHTS OF APPRAISAL
There is no provision in the DGCL allowing for dissenters' rights of
appraisal in connection with the Amendment.
EXECUTIVE OFFICES
The Company's principal executive offices are located at Two Galleria Tower,
Suite 2200, 13455 Noel Road, LB 48, Dallas, Texas 75240.
STOCKHOLDER PROPOSALS FOR THE 1997 ANNUAL MEETING
Any proposal of a stockholder intended to be presented at the Company's 1997
annual meeting of stockholders must be received by the Secretary of the Company
by December __, 1996, for inclusion in the Company's proxy, notice of meeting
and proxy statement relating to the 1997 annual meeting.
By Order of the Board of Directors
William D. Pratt, Secretary
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CONSENT
PRATT HOTEL CORPORATION
TWO GALLERIA TOWER, SUITE 2200
13455 NOEL ROAD, LB 48
DALLAS, TEXAS 75240
THIS CONSENT IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned hereby (i) acknowledges receipt of the notice dated December 15,
1996 of the solicitation of consents from the stockholders of Pratt Hotel
Corporation, a Delaware corporation (the "Company") and the consent solicitation
statement related thereto and (ii) votes all shares of the Company's common
stock, $0.10 par value (the "Common Stock"), held of record by the undersigned
on December 3, 1996, as designated below.
THIS CONSENT WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS CONSENT WILL BE
VOTED FOR PROPOSAL 1.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR PROPOSAL 1.
PLEASE REVIEW CAREFULLY THE CONSENT SOLICITATION STATEMENT DELIVERED WITH THIS
CONSENT.
1. Proposal to approve the amendment of the Company's Certificate of
Incorporation to change the Company's name from Pratt Hotel Corporation to
Greate Bay Casino Corporation.
[ ] Consent [ ] Consent Withheld [ ] Abstains
The undersigned hereby revokes any Consents heretofore given by the undersigned
in connection with the above Proposal 1. with respect to the shares of Common
Stock standing in the name of the undersigned or with respect to which the
undersigned is entitled to vote and act with respect to the above Proposal 1.
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Signature
Dated:____________ ___, 1996 ---------------------------
Signature, if held jointly
Please sign exactly as name appears below. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by the President or other authorized officer. If a
partnership, please sign in partnership name by an authorized person.
PLEASE SIGN THIS CONSENT AND RETURN IT PROMPTLY
IN THE ENCLOSED ENVELOPE SO THAT IT IS RECEIVED BY
THE COMPANY ON OR PRIOR TO DECEMBER 31, 1996.
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