<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------
SCHEDULE 13D/A
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(AMENDMENT NO. 1)/1/
Greate Bay Casino Corporation
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $0.10 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
391546108
------------------------------
(CUSIP Number)
William D. Pratt,
Executive Vice President, Secretary and General Counsel,
Greate Bay Casino Corporation, c/o Sands Hotel and Casino,
Indiana Avenue and Brighton Park, Ninth Floor,
Atlantic City, New Jersey 08401, (609) 441-0704
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
APRIL 29, 1998
------------------------------
(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(e), 13d-1(f) or 13d-1(g), check the following box
[ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 10 Pages)
- -------------------------------
/1/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).
<PAGE>
SCHEDULE 13D/A
- ----------------------- ----------------------
CUSIP NO. 391546108 PAGE 2 OF 10 PAGES
- ----------------------- ----------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jack E. Pratt
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [x]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
N/A
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
5 [_]
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
653,717 (1)
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 0
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
653,717 (1)
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
653,717
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
12.6%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) Represents Common Stock owned of record by Jack E. Pratt (119,160 shares),
J.E. Pratt Co. No. 1 (290,530 shares), the W.D. Pratt Family Trust (168,501
shares), Jack E. Pratt, Custodian for Michael Eldon Pratt (37,763 shares) and
Jack E. Pratt, Custodian for Caroline de La Fontaine Pratt (37,763 shares).
<PAGE>
SCHEDULE 13D/A
- ----------------------- ----------------------
CUSIP NO. 391546108 PAGE 3 OF 10 PAGES
- ----------------------- ----------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
J. E. Pratt Co. No. 1
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [x]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
N/A
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
5 [_]
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Texas
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
290,530 (1)
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 0
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
290,530 (1)
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
290,530
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
5.6%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
PN
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) Power is exercised through its Managing General Partner, Jack E. Pratt.
<PAGE>
SCHEDULE 13D/A
- ----------------------- ----------------------
CUSIP NO. 391546108 PAGE 4 OF 10 PAGES
- ----------------------- ----------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
W. D. Pratt Family Trust
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [x]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
N/A
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
5 [_]
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Texas
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
168,501 (1)
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 0
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
168,501 (1)
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
168,501
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
3.2%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
00-Trust
- ------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
(1) Power is exercised through its Trustee, Jack E. Pratt.
<PAGE>
Item 1. Security and Issuer.
- ------ -------------------
This statement relates to the Common Stock, par value $0.10 per share (the
"Common Stock"), of Greate Bay Casino Corporation, a Delaware corporation (the
"Company"). The address of the principal executive offices of the Company is
c/o Sands Hotel and Casino, Indiana Avenue and Brighton Park, Ninth Floor,
Atlantic City, New Jersey 08401.
Item 2. Identity and Background.
- ------ -----------------------
This statement is filed on behalf of Jack E. Pratt, individually, as
Custodian for Michael Eldon Pratt, a minor, and as Custodian for Caroline de La
Fontaine Pratt, a minor; 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 a Director 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. Jack E.
Pratt acts as the appointed Custodian of his minor children, Michael Eldon Pratt
and Caroline de La Fontaine Pratt.
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
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 and development
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
Hollywood and whose principal business address is 13455 Noel Road, Suite 2200,
Dallas, Texas 75240; 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 office is Two Galleria Tower, 13455 Noel Road, Suite 2200, Dallas,
Texas 75240.
- 5 -
<PAGE>
To the best knowledge of Jack E. Pratt, in his personal capacity and his
capacity as Managing General Partner of the Partnership, Trustee of the Trust
and Custodian for Michael Eldon Pratt and Caroline de La Fontaine Pratt, none of
the Reporting Persons, general partners of the Partnership or the primary
beneficiaries of the Trust have, 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, Trustee of the Trust
and Custodian for Michael Eldon Pratt and Caroline de La Fontaine Pratt, none of
the Reporting Persons, general partners of the Partnership or the primary
beneficiaries of the Trust have, 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, Linda M. Pratt, Michael Eldon
Pratt and Caroline de La Fontaine Pratt are citizens of the United States of
America.
Item 3. Source and Amounts of Funds or Other Consideration.
- ------ --------------------------------------------------
Not applicable.
Item 4. Purpose of the Transaction.
- ------ --------------------------
William D. Pratt, the brother of Jack E. Pratt, served as Trustee of the
J.E. Pratt Family Trust (the "Pratt Family Trust"). In the prior Schedule 13D
filing of William D. Pratt relating to the Company, William D. Pratt, as
Trustee, was reported as the beneficial owner of the shares of Common Stock
owned by the Pratt Family Trust. On April 29, 1998, the Pratt Family Trust
distributed 755,250 shares of Common Stock to its beneficiaries (the
"Distribution"). Pursuant to the Distribution and concurrent gifts from certain
beneficiaries of the Pratt Family Trust of Common Stock that such beneficiaries
received in the Distribution, the beneficial ownership of 188,812 shares of
Common Stock of the Company was shifted from William D. Pratt, as Trustee, to
Jack E. Pratt, individually.
No consideration was paid by the beneficiaries of the Pratt Family Trust in
return for the shares received in the Distribution. The acquisition of the
above Common Stock by Jack E. Pratt involved no independent action on his
behalf.
The Reporting Persons hold such 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.
On March 25, 1997, March 31, 1997, April 1, 1997, April 2, 1997 and April
4, 1997, the Partnership sold 1,075, 2,150, 4,300, 1,525 and 2,450 shares of
Common Stock, respectively, in open market transactions.
- 6 -
<PAGE>
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.
- ------ ------------------------------------
(a) Jack E. Pratt, individually, owns of record 194,686 shares of Common
Stock of the Company, of which 37,763 shares are owned as Custodian for Michael
Eldon Pratt and 37,763 shares are owned as Custodian for Caroline de La
Fontaine Pratt (representing approximately 3.8% of the shares of Common Stock
outstanding on May 12, 1998, 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 653,717 shares of Common Stock (representing approximately 12.6%
of the shares of Common Stock outstanding on May 12, 1998, based on information
supplied by the Company to the Reporting Persons), which number includes, in
addition to the 119,160 shares owned of record by him in his own behalf, 290,530
shares owned of record by the Partnership; 168,501 shares owned of record by the
Trust; 37,763 shares owned of record by Jack E. Pratt, Custodian for Michael
Eldon Pratt; and 37,763 shares owned of record by Jack E. Pratt, Custodian for
Caroline de La Fontaine.
The Partnership owns of record and beneficially an aggregate of 290,530
shares of Common Stock of the Company (representing approximately 5.6% of the
shares of Common Stock outstanding on May 12, 1998, 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 3.2% of the shares of
Common Stock outstanding on May 12, 1998, based on information supplied by the
Company to the Reporting Persons).
Neither Jill P. LaFerney nor John R. Pratt owns 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 119,160 shares of Common Stock owned of record by him in his own
behalf; the 290,530 shares of Common Stock owned of record by the Partnership;
the 168,501 shares of Common Stock owned of record by the Trust; the 37,763
shares of Common Stock owned of record by Jack E. Pratt, as Custodian for
Michael Eldon Pratt; and the 37,763 shares of Common Stock owned of record by
Jack E. Pratt, as Custodian for Caroline de La Fontaine Pratt, for a total of
653,717 aggregate shares of Common Stock of the Company.
The Partnership has sole voting power and sole dispositive power with
respect to the 290,530 shares of Common Stock owned of record by it.
- 7 -
<PAGE>
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) 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 4
above. The description of the Distribution in Item 4 is hereby incorporated by
this 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 119,160
shares of Common Stock owned of record by him in his own behalf; the 37,763
shares of Common Stock owned of record by him, as Custodian for Michael Eldon
Pratt; and the 37,763 shares of Common Stock owned of record by him, as
Custodian for Caroline de La Fontaine Pratt. 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 290,530 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
- ------ ---------------------------------------------------------------------
to Securities of the Issuer.
---------------------------
Jack E. Pratt is the Managing General Partner of the Partnership; the
Trustee of the Trust; and Custodian for Michael Eldon Pratt and Caroline de La
Fontaine Pratt, all 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.
- ------ --------------------------------
7.1 Joint Filing Agreement.
- 8 -
<PAGE>
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: July 20, 1998
JACK E. PRATT
/s/ Jack E. Pratt
--------------------------------------------
W.D. PRATT FAMILY TRUST
/s/ Jack E. Pratt
--------------------------------------------
By: Jack E. Pratt
Trustee
J.E. PRATT CO. NO. 1
/s/ Jack E. Pratt
--------------------------------------------
By: Jack E. Pratt
Managing General Partner
- 9 -
<PAGE>
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/A (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 20th day of July,
1998.
JACK E. PRATT
/s/ Jack E. Pratt
--------------------------------------------
W.D. PRATT FAMILY TRUST
/s/ Jack E. Pratt
--------------------------------------------
By: Jack E. Pratt
Trustee
J.E. PRATT CO. NO. 1
/s/ Jack E. Pratt
--------------------------------------------
By: Jack E. Pratt
Managing General Partner
- 10 -
