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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 11 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jack T. 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 476,405 (1)
BENEFICIALLY --------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 0
PERSON --------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
476,405 (1)
--------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
476,405 (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)
9.2%
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14 TYPE OF REPORTING PERSON*
IN
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(1) Represents Common Stock owned of record by Jack T. Pratt (5,874
shares), J.E. Pratt Co. No. 1 (302,030 shares) and the W.D. Pratt Family
Trust (168,501 shares). Jack E. Pratt disclaims beneficial ownership of all
shares held by J.E. Pratt Co. No. 1 exceeding his pecuniary interest
therein and all shares held by W.D. Pratt Family Trust.
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SCHEDULE 13D
CUSIP No. 391546108 Page 3 of 11 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
J. E. 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 302,030 (1)
BENEFICIALLY --------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 0
PERSON --------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
302,030 (1)
--------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
302,030
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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)
5.8%
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14 TYPE OF REPORTING PERSON*
PN
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(1) Power is exercised through its Managing General Partner, Jack E. Pratt.
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SCHEDULE 13D
CUSIP No. 391546108 Page 4 of 11 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
W.D. 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 168,501 (1)
BENEFICIALLY --------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 0
PERSON --------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
168,501 (1)
--------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON
168,501
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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)
3.3%
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14 TYPE OF REPORTING PERSON*
00 - Trust
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(1) Power is exercised through its Trustee, Jack E. 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 Jack E. Pratt, J.E. Pratt Co. No. 1
(the "Partnership"), and the W.D. 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.
Jack E. Pratt's business address is Two Galleria Tower, 13455 Noel Road,
Suite 2200, Dallas, Texas 75240, and his present principal occupation or
employment at such address is serving as the Chairman of the Board and Chief
Executive Officer of the Company and as the Chairman of the Board and Chief
Executive Officer 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 Partnership is organized as a general partnership under the laws of the
State of Texas and is located in Texas. Jack E. Pratt is the Managing General
Partner of the Partnership. The general partners of the Partnership are Jack E.
Pratt; C.A. Pratt Partners, Ltd., which is controlled by Jack E. Pratt, its
Managing General Partner; 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; and 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. The principal business of the Partnership is to hold
investments for the benefit of its partners. The address of the Partnership's
principal business office is Two Galleria Tower, 13455 Noel Road, Suite
2200, Dallas, Texas 75240.
The Trust is governed by the laws of the State of Texas and is located in
Texas. Jack E. Pratt is the Trustee of the Trust. The primary beneficiaries of
the Trust are William D. Pratt, Jr., who is currently on medical leave from his
occupation as Assistant Manager for the Sands San Juan Hotel and Casino, the
address of which is Isla Verde Road 187, San Juan, Puerto Rico 00913; Shawn
Denise Bradshaw, a homemaker; 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; and Linda 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 and office is Two
Galleria Tower, 13455 Noel Road, Suite 2200, Dallas, Texas 75240.
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To the best knowledge of Jack E. Pratt, in his personal capacity and his
capacity as Managing General Partner of the Partnership and Trustee of the
Trust, none of the Reporting Persons, general partners of the Partnership, 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 Jack E. Pratt, in his personal capacity and his
capacity as Managing General Partner of the Partnership and Trustee of the
Trust, none of the Reporting Persons, general partners of the Partnership, or
primary beneficiaries of the Trust has, during the last five years, been a party
to a court 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.
Jack E. Pratt, Jill P. LaFerney, John R. Pratt, William D. Pratt, Jr.,
Shawn Denise Bradshaw, Michael Shannan Pratt and Linda M. 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.
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Item 5. Interest in Securities of the Issuer.
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(a) Jack E. Pratt owns of record 5,874 shares of Common Stock (representing
approximately 0.1% of the shares of Common Stock outstanding on January 1, 1997,
based on information supplied by the Company to the Reporting Persons). Jack E.
Pratt may be deemed to be the beneficial owner of an aggregate of 476,405 shares
of Common Stock (representing approximately 9.2% 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 5,874 shares
owned of record by him, 302,030 shares owned of record by the Partnership and
168,501 shares owned of record by the Trust. Jack E. Pratt is the Managing
General Partner of the Partnership and the Trustee of the Trust and, therefore,
may be deemed to be the beneficial owner of the shares of Common Stock owned of
record by the Partnership and the Trust. Jack E. Pratt disclaims beneficial
ownership of all shares of Common Stock owned by the Trust and any shares of
Common Stock held by the Partnership exceeding his pecuniary interest therein.
The Partnership owns of record and beneficially an aggregate of 302,030
shares of Common Stock of the Company (representing approximately 5.8% of the
shares of Common Stock outstanding on January 1, 1997, based on information
supplied by the Company to the Reporting Persons).
The Trust owns of record and beneficially an aggregate of 168,501 shares of
Common Stock of the Company (representing approximately 3.3% of the shares of
Common Stock outstanding on January 1, 1997, based on information supplied by
the Company to the Reporting Persons).
Neither Jill P. LaFerney nor John R. Pratt 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) Jack E. Pratt has sole voting power and sole dispositive power with
respect to the 5,874 shares of Common Stock owned of record by him, the 302,030
shares of Common Stock owned of record by the Partnership, and the 168,501
shares of Common Stock owned of record by the Trust, for a total of 476,405
aggregate shares of Common Stock of the Company.
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The Partnership has sole voting power and sole dispositive power with
respect to the 302,030 shares of Common Stock owned of record by it.
The Trust has sole voting power and sole dispositive power with respect to
the 168,501 shares of Common Stock owned of record by it.
Neither Jill P. LaFerney nor John R. Pratt has the power to vote or direct
the vote, shared power to vote or to 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) On December 20, 1996, C.A. Pratt Partners, Ltd., a Texas limited
partnership of which Jack E. Pratt is the General Partner, sold 215,206 shares
of Common Stock. C.A. Pratt Partners, Ltd. now owns no shares of Common Stock.
Jack E. Pratt has no pecuniary interest in the assets of C.A. Pratt Partners,
Ltd.
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) Jack E. 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 5,874 shares of
Common Stock owned of record by him. 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 302,030 shares of Common Stock owned of record by it. 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 168,501 shares of Common
Stock owned of record by it. Neither Jill P. LaFerney nor John R. 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.
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Jack E. Pratt is the Managing General Partner of the Partnership and the
Trustee of the Trust, both of which own 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.
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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
JACK E. PRATT
/s/ Jack E. Pratt
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J. E. PRATT CO. NO. 1
/s/ Jack E. Pratt
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By: Jack E. Pratt
Managing General Partner
W.D. PRATT FAMILY TRUST
/s/ Jack E. Pratt
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By: Jack E. Pratt
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.
JACK E. PRATT
/s/ Jack E. Pratt
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J. E. PRATT CO. NO. 1
/s/ Jack E. Pratt
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By: Jack E. Pratt
Managing General Partner
W.D. PRATT FAMILY TRUST
/s/ Jack E. Pratt
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By: Jack E. Pratt
Trustee
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