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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Greate Bay Casino Corporation
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(Name of Issuer)
Common Stock, par value $0.10 per share
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(Title of Class of Securities)
391546108
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(CUSIP Number)
William D. Pratt, Secretary and General Counsel,
Greate Bay Casino Corporation, Two Galleria Tower, Suite 2200,
13455 Noel Road, LB 48, Dallas, Texas 75240, (972) 386-9777
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
DECEMBER 31, 1996
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [_].
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13D
CUSIP No. 391546108 Page 2 of 8 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Edward T. Pratt III
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF 7 SOLE VOTING POWER
SHARES 409,995 (1)
BENEFICIALLY --------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 0
PERSON --------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
409,995 (1)
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
409,995 (1)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES [_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN
ROW (11)
7.9%
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14 TYPE OF REPORTING PERSON*
IN
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(1) Represents Common Stock owned of record by Edward T. Pratt III (61,533
shares) and the E. Pratt Family Trust (348,462 shares). Edward T. Pratt III
disclaims beneficial ownership of all shares held by the E. Pratt Family
Trust exceeding his pecuniary interest therein.
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SCHEDULE 13D
CUSIP No. 391546108 Page 3 of 8 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
E. Pratt Family Trust
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [x]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
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NUMBER OF 7 SOLE VOTING POWER
SHARES 348,462 (1)
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 0
PERSON
WITH 9 SOLE DISPOSITIVE POWER
348,462 (1)
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
348,462
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES [_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11)
6.7%
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14 TYPE OF REPORTING PERSON*
OO - Trust
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(1) Power is exercised through its Trustee, Edward T. Pratt III.
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Item 1. Security and Issuer.
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This statement relates to the common stock, par value $0.10 per share (the
"Common Stock"), of Greate Bay Casino Corporation (f/k/a Pratt Hotel
Corporation), a Delaware corporation (the "Company"). The address of the
principal executive offices of the Company is Two Galleria Tower, 13455 Noel
Road, Suite 2200, Dallas, Texas 75240.
Item 2. Identity and Background.
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This statement is filed on behalf of Edward T. Pratt III and the E. Pratt
Family Trust (the "Trust") (collectively, the "Reporting Persons"). The
Reporting Persons expressly disclaim the existence of any "group" within the
meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended,
between themselves or with any other person, with respect to the Common Stock.
The business address of Edward T. Pratt III is Two Galleria Tower, 13455
Noel Road, Suite 2200, Dallas, Texas 75240, and his present principal employment
at such address is serving as the President and Chief Operating Officer of the
Company and as a director and the President, Chief Operating Officer and
Assistant Secretary of Hollywood Casino Corporation ("Hollywood"). The Company
owns and operates the Sands Hotel and Casino in Atlantic City, New Jersey.
Hollywood owns and operates distinctive Hollywood-themed casino entertainment
facilities under the service mark Hollywood Casino in Aurora, Illinois and
Tunica County, Mississippi.
The Trust is governed by the laws of the State of Texas and is located in
Texas. Edward T. Pratt III is the Trustee of the Trust. The primary
beneficiaries of the Trust are Edward T. Pratt III; Carolyn S. Hickey, whose
employment is the ownership and operation of a Dairy Queen and whose principal
business address is Highway 180 and East Hubbard, Mineral Wells, Texas 76067;
Diana L. Wyatt, whose occupation is Assistant to Clerk of the Court for the
Louisiana Second Circuit Court of Appeals and whose principal business address
is 430 Fannin Street, Shreveport, Louisiana 71101; Sharon R. Naftel, whose
occupation is the ownership and operation of Naftco, a gift accessory business,
and whose principal business address is 4200 Gus Thomasson Blvd., #119,
Mesquite, Texas 75150; and Maria A. Pratt, a homemaker. The principal business
of the Trust is to hold investments for the benefit of its beneficiaries. The
address of the Trust's principal business office is Two Galleria Tower, 13455
Noel Road, Suite 2200, Dallas, Texas 75240.
To the best knowledge of Edward T. Pratt III, in his personal capacity and
his capacity as Trustee of the Trust, none of the Reporting Persons or primary
beneficiaries of the Trust has, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations and similar misdemeanors).
To the best knowledge of Edward T. Pratt III, in his personal capacity and
his capacity as Trustee of the Trust, none of the Reporting Persons or primary
beneficiaries of the Trust has, during the last five years, been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or
final order
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enjoining future violations or, prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect to such
laws.
Edward T. Pratt III, Carolyn S. Hickey, Diana L. Wyatt, Sharon R. Naftel
and Maria A. Pratt are citizens of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
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The Reporting Persons acquired all of the shares of Common Stock held of
record by them (the "Shares") pursuant to a distribution (the "Distribution") by
Hollywood on a pro-rata basis to the holders of Hollywood's Class A Common
Stock, par value $0.0001 (the "Hollywood Common Stock"), of all of the shares of
the Company's Common Stock owned by Hollywood. The Distribution occurred on
December 31, 1996 at the rate of 0.167852 of a share of the Common Stock of the
Company for each share of Hollywood Common Stock owned of record on December 24,
1996 by the stockholders of Hollywood Common Stock. No consideration was paid
by the Reporting Persons in return for the Shares received in the Distribution.
Item 4. Purpose of the Transaction.
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The Shares were acquired by the Reporting Persons through the Distribution,
which involved no independent action on the part of the Reporting Persons. The
Reporting Persons hold the Shares for investment purposes. The Reporting
Persons have no present plans or intentions which would result in or relate to
any of the transactions described in Subparagraphs (a) through (j) of Item 4 of
Schedule 13D.
The Reporting Persons reserve the right to acquire additional securities of
the Company, to dispose of such securities at any time, or to formulate other
purposes, plans or proposals regarding the Company or any of its securities, to
the extent deemed advisable in light of their investment goals, market
conditions or other factors.
Item 5. Interest in Securities of the Issuer.
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(a) Edward T. Pratt III owns of record 61,533 shares of Common Stock
(representing approximately 1.2% of the shares of Common Stock outstanding on
January 1, 1997, based on information supplied by the Company to the Reporting
Persons). Edward T. Pratt III may be deemed to be the beneficial owner of an
aggregate of 409,995 shares of Common Stock (representing approximately 7.9% of
the shares of Common Stock outstanding on January 1, 1997, based on information
supplied by the Company to the Reporting Persons), which number includes, in
addition to the 61,533 shares owned of record by him, 348,462 shares owned of
record by the Trust. Edward T. Pratt III is the Trustee of the Trust and may,
therefore, be deemed to be the beneficial owner of the shares of Common Stock
owned of record by the Trust. Edward T. Pratt III disclaims beneficial
ownership of any shares of Common Stock owned by the Trust exceeding his
pecuniary interest therein.
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The Trust owns of record and beneficially an aggregate of 348,462 shares of
Common Stock of the Company (representing approximately 6.7% of the shares of
Common Stock outstanding on January 1, 1997, based on information supplied by
the Company to the Reporting Persons).
The Reporting Persons hereby expressly disclaim the existence of any
"group" within the meaning of Section 13(d)(3) of the Securities Exchange Act of
1934, as amended, between themselves or with any other person, with respect to
the Common Stock.
(b) Edward T. Pratt III has sole voting power and sole dispositive power
with respect to the 61,533 shares of Common Stock owned of record by him and the
348,462 shares of Common Stock owned of record by the Trust, for a total of
409,995 aggregate shares of Common Stock of the Company.
The Trust has sole voting power and sole dispositive power with respect to
the 348,462 shares of Common Stock owned of record by it.
(c) The only transaction by the Reporting Persons in the Common Stock of
the Company during the past 60 days is the Distribution described in Item 3
above. The description of the Distribution in Item 3 is hereby incorporated by
reference.
(d) Edward T. Pratt III has the sole right to receive and the power to
direct the receipt of dividends from or the proceeds from the sale of the 61,533
shares of Common Stock owned of record by him. The Trust has the sole right to
receive and the power to direct the receipt of dividends from or the proceeds
from the sale of the 348,462 shares of Common Stock owned of record by it.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
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to Securities of the Issuer.
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Edward T. Pratt III is the Trustee of the Trust, which owns Common Stock of
the Company.
Attached hereto as Exhibit 7.1 and incorporated herein by reference is a
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copy of a Joint Filing Agreement.
Item 7. Material to be Filed as Exhibits.
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7.1 Joint Filing Agreement.
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: January 10, 1997
EDWARD T. PRATT III
/s/ Edward T. Pratt III
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E. PRATT FAMILY TRUST
/s/ Edward T. Pratt III
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By: Edward T. Pratt III
Trustee
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EXHIBIT 7.1
JOINT FILING AGREEMENT
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In accordance with Rule 13d-1(f) promulgated under the Securities and
Exchange Act of 1934, as amended, the persons named below agree to the joint
filing on behalf of each of them of a Statement on Schedule 13D (including any
amendments thereto) with regard to the common stock of Greate Bay Casino
Corporation, and further agree that this Joint Filing Agreement may be included
as an Exhibit to such joint filings. In evidence thereof, the undersigned,
being duly authorized, hereby execute this Agreement as of the 9th day of
January, 1997.
EDWARD T. PRATT III
/s/ Edward T. Pratt III
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E. PRATT FAMILY TRUST
/s/ Edward T. Pratt III
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By: Edward T. Pratt III
Trustee
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