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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
(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)
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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 12 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
William D. Pratt
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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 822,380 (1)
BENEFICIALLY --------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 0
PERSON --------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
822,380 (1)
--------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
822,380 (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)
15.9%
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14 TYPE OF REPORTING PERSON*
IN
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(1) Represents Common Stock owned of record by William D. Pratt (1,678 shares),
the J. E. Pratt Family Trust (770,250 shares), W.D. Pratt Co. No. 1 (48,816
shares) and the WDP Jr. Family Trust (1,636 shares). William D. Pratt
disclaims beneficial ownership of all shares held by W.D. Pratt Co. No. 1
exceeding his pecuniary interest therein and all shares held by the J.E.
Pratt Family Trust and the WDP Jr. Family Trust.
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SCHEDULE 13D
CUSIP No. 391546108 Page 3 of 12 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
J.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 770,250 (1)
BENEFICIALLY --------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 0
PERSON --------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
770,250 (1)
--------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
770,250
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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)
14.9%
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14 TYPE OF REPORTING PERSON*
00 - Trust
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(1) Power is exercised through its Trustee, William D. Pratt.
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SCHEDULE 13D
CUSIP No. 391546108 Page 4 of 12 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
W.D. Pratt Co. No. 1
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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 48,816 (1)
BENEFICIALLY --------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 0
PERSON --------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
48,816 (1)
--------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
48,816
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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)
0.9%
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14 TYPE OF REPORTING PERSON*
PN
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(1) Power is exercised through its Managing General Partner, William D. Pratt.
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SCHEDULE 13D
CUSIP No. 391546108 Page 5 of 12 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
WDP Jr. 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 1,636 (1)
BENEFICIALLY --------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 0
PERSON --------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
1,636 (1)
--------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
1,636
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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)
Less than 0.1%
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14 TYPE OF REPORTING PERSON*
00 - Trust
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(1) Power is exercised through its Trustee, William D. Pratt.
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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 William D. Pratt, the J.E. Pratt
Family Trust (the "JEP Trust"), W.D. Pratt Co. No. 1 (the "Partnership"), and
the WDP Jr. Family Trust (the "WDP Jr. 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.
William D. Pratt's business address is Two Galleria Tower, 13455 Noel Road,
Suite 2200, Dallas, Texas 75240, and his present principal employment at such
address is serving as a director and Executive Vice President, Secretary and
General Counsel of each of the Company and 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 entertainment facilities under the service mark Hollywood Casino in
Aurora, Illinois and Tunica County, Mississippi.
The JEP Trust is governed by the laws of the State of Texas and is located
in Texas. William D. Pratt is the Trustee of the Trust. The primary
beneficiaries of the Trust are Jack E. Pratt, Jr., whose is employed as an
insurance agent and whose principal business address is 6936 Spanky Branch
Court, Dallas, Texas 75248; Jill P. LaFerney, whose principal employment is
owning and operating an ice cream business and whose principal business
address is 9054 Briarwood, Dallas, Texas 75209; John R. Pratt, whose occupation
is project manager for HWCC Development Corporation, a construction company and
whose principal business address is Two Galleria Tower, 13455 Noel Road, Suite
2200, Dallas, Texas 75240; and Aileen M. 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.
The Partnership is organized as a general partnership under the laws of the
State of Texas and is located in Texas. William D. Pratt is the Managing
General Partner of the Partnership. The general partners of the Partnership are
William D. Pratt; the WDP Jr. Trust which is controlled by William D. Pratt, its
Trustee; Shawn D. Bradshaw, a homemaker; and Michael Shannan Pratt, whose
occupation is serving as Vice President of Operations of Hollywood Casino-
Aurora, Inc., which owns a casino in Aurora, Illinois and whose principal
business address is 49 West Galena Blvd., Aurora, Illinois 60506. The principal
business of the Partnership is to hold investments for the benefit of its
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partners. The address of the Partnership's principal business office is Two
Galleria Tower, 13455 Noel Road, Suite 2200, Dallas, Texas 75240.
The WDP Jr. Trust is governed by the laws of the State of Texas and is
located in Texas. William D. Pratt is the Trustee of the Trust. The primary
beneficiaries of the Trust are Elizabeth Betancourt Pratt, a homemaker; William
D. Pratt III, a minor; Kimberly Elizabeth Pratt, a minor; and Michael Taylor
Pratt, a minor. 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 William D. Pratt, in his personal capacity and
his capacity as Managing General Partner of the Partnership and Trustee of each
of the JEP Trust and the WDP Jr. Trust, none of the Reporting Persons, general
partners of the Partnership or primary beneficiaries of the JEP Trust or the WDP
Jr. Trust has, during the last five years, been convicted in a criminal
proceeding (excluding traffic violations and similar misdemeanors).
To the best knowledge of William D. Pratt, in his personal capacity and
his capacity as Managing General Partner of the Partnership and Trustee of each
of the JEP Trust and the WDP Jr. Trust, none of the Reporting Persons, general
partners of the Partnership, or primary beneficiaries of either the JEP Trust or
the WDP Jr. 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 enjoining future violations or, prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
William D. Pratt, Jack E. Pratt, Jr., Jill P. LaFerney, John R. Pratt,
Aileen M. Pratt, Shawn D. Bradshaw, Michael Shannan Pratt, Elizabeth Betancourt
Pratt, William D. Pratt III, Kimberly Elizabeth Pratt and Michael Taylor 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.
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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) William D. Pratt owns of record 1,678 shares of Common Stock
(representing less than 0.1% of the shares of Common Stock outstanding on
January 1, 1997, based on information supplied by the Company to the Reporting
Persons). William D. Pratt may be deemed to be the beneficial owner of an
aggregate of 822,380 shares of Common Stock (representing approximately 15.9% 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 1,628 shares owned of record by him, 770,250 shares owned of
record by the JEP Trust, 48,816 shares owned of record by the Partnership and
1,636 shares of Common Stock owned of record by the WDP Jr. Trust. William D.
Pratt is the Managing General Partner of the Partnership and the Trustee of each
of the JEP Trust and the WDP Jr. Trust and, therefore, may be deemed to be the
beneficial owner of the shares of Common Stock owned of record by the
Partnership, the JEP Trust and the WDP Jr. Trust. William D. Pratt disclaims
beneficial ownership of all shares of Common Stock owned by the JEP Trust and
the WDP Jr. Trust and any shares of Common Stock held by the Partnership
exceeding his pecuniary interest therein.
The JEP Trust owns of record and beneficially an aggregate of 770,250
shares of Common Stock of the Company (representing approximately 14.9% of the
shares of Common Stock outstanding on January 1, 1997, based on information
supplied by the Company to the Reporting Persons).
The Partnership owns of record and beneficially an aggregate of 48,816
shares of Common Stock of the Company (representing approximately 0.9% of the
shares of Common Stock outstanding on January 1, 1997, based on information
supplied by the Company to the Reporting Persons).
The WDP Jr. Trust owns of record and beneficially an aggregate of 1,636
shares of Common Stock of the Company (representing less than 0.1% of the shares
of Common Stock outstanding on January 1, 1997, based on information supplied by
the Company to the Reporting Persons).
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<PAGE>
Shawn Bradshaw does not own of record or beneficially any shares of Common
Stock.
Michael Shannan Pratt does not own of record or beneficially any shares of
Common Stock.
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) William D. Pratt has sole voting power and sole dispositive power with
respect to the 1,678 shares of Common Stock owned of record by him, the 770,250
shares of Common Stock owned of record by the JEP Trust, the 48,816 shares of
Common Stock owned of record by the Partnership and the 1,636 shares of Common
Stock owned of record by the WDP Jr. Trust, for a total of 822,380 aggregate
shares of Common Stock of the Company.
The JEP Trust has sole voting power and sole dispositive power with respect
to the 770,250 shares of Common Stock owned of record by it.
The Partnership has sole voting power and sole dispositive power with
respect to the 48,816 shares of Common Stock owned of record by it.
The WDP Jr. Trust has sole voting power and sole dispositive power with
respect to the 1,636 shares of Common Stock owned of record by it.
Shawn Bradshaw has no power to vote or direct the vote, shared power to
vote or direct the vote, sole power to dispose or direct the disposition, or
shared power to dispose or direct the disposition of any shares of Common Stock.
Michael Shannan Pratt has no power to vote or direct the vote, shared power
to vote or direct the vote, sole power to dispose or direct the disposition, or
shared power to dispose or direct the disposition of any shares of Common Stock.
(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.
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(d) William D. Pratt has the sole right to receive and the power to direct
the receipt of dividends from or the proceeds from the sale of the 1,678 shares
of Common Stock owned of record by him. The JEP 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 770,250 shares of Common Stock owned of record by it. The
Partnership has the sole right to receive and the power to direct the receipt of
dividends from or the proceeds from the sale of the 48,816 shares of Common
Stock owned of record by it. The WDP Jr. 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 1,636 shares of Common Stock owned of record by it.
Neither Shawn D. Bradshaw nor Michael Shannan Pratt has the right to
receive or the power to direct the receipt of dividends from or the proceeds
from the sale of any shares of Common Stock.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
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to Securities of the Issuer.
----------------------------
William D. Pratt is the Managing General Partner of the Partnership and the
Trustee of each of the JEP Trust and the WDP Jr. Trust, each of which own Common
Stock of the Company.
Attached hereto as Exhibit 7.1 and incorporated herein by reference is a
-----------
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
WILLIAM D. PRATT
/s/ William D. Pratt
---------------------
J.E. PRATT FAMILY TRUST
/s/ William D. Pratt
--------------------
By: William D. Pratt
Trustee
W.D. PRATT CO. NO. 1
/s/ William D. Pratt
---------------------
By: William D. Pratt
Managing General Partner
WDP JR. FAMILY TRUST
/s/ William D. Pratt
---------------------
By: William D. Pratt
Trustee
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EXHIBIT 7.1
JOINT FILING AGREEMENT
----------------------
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.
WILLIAM D. PRATT
/s/ William D. Pratt
---------------------
J.E. PRATT FAMILY TRUST
/s/ William D. Pratt
--------------------
By: William D. Pratt
Trustee
W.D. PRATT CO. NO. 1
/s/ William D. Pratt
---------------------
By: William D. Pratt
Managing General Partner
WDP JR. FAMILY TRUST
/s/ William D. Pratt
---------------------
By: William D. Pratt
Trustee
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