<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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, 200 Decadon Drive,
Suite 100, Egg Harbor Township, New Jersey 08234-3899
(609) 407-7440
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
DECEMBER 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 (S)(S) 240.13d-1(e), (f) or (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 (S) 240.13d-7(b) 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).
<PAGE>
SCHEDULE 13D/A
- -----------------------
CUSIP NO. 391546108
- -----------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Jack E. Pratt
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
2 (a) [_]
(b) [x]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS (SEE INSTRUCTIONS)
4
N/A
- ------------------------------------------------------------------------------
CHECK 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 1,051,654 (1)
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
0
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 877,336 (2)
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
174,318 (3)
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,051,654
- ------------------------------------------------------------------------------
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12 (SEE INSTRUCTIONS)
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
20.3%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
14
IN
- ------------------------------------------------------------------------------
(1) Represents (a) Common Stock owned of record by Jack E. Pratt (658,738
shares), C.A. Pratt Partners, Ltd. (58,106 shares), Jack E. Pratt, Custodian for
Michael Eldon Pratt (80,246 shares), and Jack E. Pratt, Custodian for Caroline
de La Fontaine Pratt (80,246 shares); and (b) Common Stock owned of record by
Jill Pratt LaFerney (87,159 shares) and John R. Pratt (87,159 shares), which are
subject to a proxy giving Jack E. Pratt the sole power to vote such shares.
(2) Represents Common Stock owned of record by Jack E. Pratt (658,738 shares),
C.A. Pratt Partners, Ltd. (58,106 shares), Jack E. Pratt, Custodian for Michael
Eldon Pratt (80,246 shares), and Jack E. Pratt, Custodian for Caroline de La
Fontaine Pratt (80,246 shares).
(3) Represents Common Stock owned of record by Jill Pratt LaFerney (87,159
shares) and John R. Pratt (87,159 shares), which are subject to a proxy that
prohibits transfers of such shares without Jack E. Pratt's consent.
2
<PAGE>
SCHEDULE 13D/A
- -----------------------
CUSIP NO. 391546108
- -----------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
C. A. Pratt Partners, Ltd.
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
2 (a) [_]
(b) [x]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS (SEE INSTRUCTIONS)
4
N/A
- ------------------------------------------------------------------------------
CHECK 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 58,106 (1)
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
0
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 58,106 (1)
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
58,106
- ------------------------------------------------------------------------------
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12 (SEE INSTRUCTIONS)
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
1.1%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
14
PN
- ------------------------------------------------------------------------------
(1) Power is exercised through its General Partner, Jack E. Pratt.
3
<PAGE>
This Amendment No. 2 to Schedule 13D (this "Amendment") amends and replaces
in its entirety the Amendment No. 1 to Schedule 13D previously filed by 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 "W.D.P. Trust") by
furnishing the information set forth below.
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 200 Decadon Drive, Suite 100, Egg Harbor Township, New Jersey 08234-3899.
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; and C.A. Pratt Partnership, Ltd. (the "Limited
Partnership") (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 Hollywood Casino Corporation ("Hollywood") and as director
of the Company. Hollywood owns and operates distinctive Hollywood-themed casino
entertainment facilities under the service mark Hollywood Casino in Aurora,
Illinois and Tunica County, Mississippi. The Company owns and operates the Sands
Hotel and Casino in Atlantic City, New Jersey. Jack E. Pratt acts as the
appointed Custodian of his minor children, Michael Eldon Pratt and Caroline de
La Fontaine Pratt.
The Limited Partnership is organized as a limited partnership under
the laws of the State of Texas and is located in Texas. Jack E. Pratt is the
sole General Partner of the Limited Partnership and acts as its Managing
Partner. The principal business of the Limited Partnership is to hold
investments for the benefit of its partners. The address of the Limited
Partnership's principal business office is Two Galleria Tower, 13455 Noel Road,
Suite 2200, Dallas, Texas 75240.
To the best knowledge of Jack E. Pratt, in his personal capacity and
his capacity as General Partner of the Limited Partnership and Custodian for
Michael Eldon Pratt and Custodian for Caroline de La Fontaine Pratt, none of the
Reporting Persons, or the limited partners of the Limited Partnership 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 General Partner of the Limited Partnership and Custodian for
Michael Eldon Pratt and Custodian for Caroline de La Fontaine Pratt, none of the
Reporting Persons or the limited partners of the Limited Partnership 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 of, prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
4
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Jack E. 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.
- ------ --------------------------
In the prior Amendment No. 1 to Schedule 13D filing to which this
Amendment relates (the "Prior Schedule"), Jack E. Pratt was reported as owning
of record individually 119,160 shares of Common Stock. In this Amendment, Jack
E. Pratt is reported as owning of record individually 658,738 shares of Common
Stock. The 539,578 share increase to Jack E. Pratt's individual record
ownership is attributable to 58,106 shares of Common Stock that were obtained as
a partnership distribution upon dissolution (the "Partnership Dissolution") of
the Partnership and 481,472 shares of Common Stock that were obtained as a gift
from Aileen M. Pratt, Jack E. Pratt's wife. The Partnership Dissolution
occurred on December 29, 1998. Jack E. Pratt paid no consideration in return
for the shares of Common Stock received from Aileen M. Pratt.
In the Prior Schedule, Jack E. Pratt was reported as having sole
voting power and sole dispositive power over 290,530 shares of Common Stock
owned of record by the Partnership. Prior to the Partnership Dissolution, Jack
E. Pratt was the Managing General Partner of the Partnership and Jill Pratt
LaFerney, John R. Pratt and the Limited Partnership were general partners of the
Partnership. The 290,530 shares of Common Stock owned by the Partnership prior
to the Partnership Dissolution were distributed to the Partnership's general
partners in the Partnership Dissolution. None of the general partners of the
Partnership paid any consideration in return for the shares of Common Stock
received in the Partnership Dissolution.
In the Prior Schedule, Jack E. Pratt was reported as having sole
voting power and sole dispositive power over 168,501 shares of Common Stock
owned of record by the W.D.P. Trust. Jack E. Pratt was the Trustee of the W.D.P.
Trust. The W.D.P. Trust was dissolved on December 29, 1998 (the "W.D.P. Trust
Dissolution"), and the shares of Common Stock owned by it have been distributed
to its beneficiaries.
In this Amendment, the Limited Partnership is reported as owning of
record 58,106 shares of Common Stock. The Limited Partnership received 58,106
shares of Common Stock as a partnership distribution in the Partnership
Dissolution.
In the Prior Schedule, Jack E. Pratt was reported as owning of record
37,763 shares of Common Stock as Custodian for Michael Eldon Pratt and 37,763
shares of Common Stock as Custodian for Caroline de La Fontaine Pratt. In this
Amendment, Jack E. Pratt is reported as owning of record 80,246 shares of Common
Stock as Custodian for Michael Eldon Pratt and 80,246 shares of Common Stock as
Custodian for Caroline de La Fontaine Pratt. In each case, the 42,483 share
increase is attributable to shares obtained upon dissolution (the "J.E.P. Trust
Dissolution") of the J.E. Pratt Family Trust I (the "J.E.P. Trust"). The J.E.P.
Trust Dissolution occurred on December 29, 1998. Aileen M. Pratt also received
481,472 shares of Common Stock in the J.E.P. Trust Dissolution. Prior to the
J.E.P. Trust Dissolution, Michael Eldon Pratt, Caroline de La Fontaine Pratt and
Aileen M. Pratt were the beneficiaries of the J.E.P. Trust. None of Jack E.
Pratt, Michael Eldon Pratt, Caroline de La Fontaine Pratt or Aileen M. Pratt
paid any consideration in return for the shares of Common Stock received in the
J.E.P. Trust Dissolution.
5
<PAGE>
In the Partnership Dissolution, Jill Pratt LaFerney received 87,159
shares of Common Stock and John R. Pratt received 87,159 shares of Common Stock
as partnership distributions. Each of Jill Pratt LaFerney and John R. Pratt have
entered into a voting trust agreement (the "Proxy") with Jack E. Pratt with
respect to the shares of Common Stock received by them in the Partnership
Dissolution. The Proxy irrevocably grants to Jack E. Pratt the power to vote
such shares of Common Stock and also provides that the shares of Common Stock
subject to the Proxy may not be transferred without Jack E. Pratt's approval.
Jill Pratt LaFerney and John R. Pratt have agreed in the Proxy that they will
not attempt to exercise any control or influence over Jack E. Pratt with respect
to voting of the shares of Common Stock that are subject to the Proxy. The term
of the Proxy is until December 31, 2001. Jack E. Pratt paid no consideration in
return for the Proxy.
The Reporting Persons hold their respective shares of Common Stock 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.
- ------ ------------------------------------
(a) Jack E. Pratt owns of record 819,230 shares of Common Stock, of which
80,246 shares are owned as Custodian for Michael Eldon Pratt and 80,246 shares
are owned as Custodian for Caroline de La Fontaine Pratt (representing
approximately 15.8% of the shares of Common Stock outstanding on December 31,
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
1,051,654 shares of Common Stock (representing approximately 20.3% of the shares
of Common Stock outstanding on December 31, 1998, based on information supplied
by the Company to the Reporting Persons), which number includes, in addition to
the 658,738 shares owned of record individually by him, 58,106 shares owned of
record by the Limited Partnership; 80,246 shares owned of record by Jack E.
Pratt, Custodian for Michael Eldon Pratt; 80,246 shares owned of record by Jack
E. Pratt, Custodian for Caroline de La Fontaine; 87,159 shares owned of record
by Jill Pratt LaFerney that are subject to the Proxy; and 87,159 shares owned of
record by John R. Pratt that are subject to the Proxy.
The Limited Partnership owns of record and beneficially an aggregate
of 58,106 shares of Common Stock (representing approximately 1.1% of the shares
of Common Stock outstanding on December 31, 1998, 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) Jack E. Pratt has sole voting power and sole dispositive power with
respect to the 658,738 shares of Common Stock owned of record by him
individually; the 58,106 shares of Common Stock owned of record by the Limited
Partnership; the 80,246 shares of Common Stock owned of record by Jack E. Pratt,
as Custodian for Michael Eldon Pratt; and the 80,246 shares of Common Stock
owned of record by Jack E. Pratt, as Custodian for Caroline de La Fontaine
Pratt. Jack E. Pratt has sole voting power and shared dispositive power with
respect to the 87,159 shares of Common Stock owned of record by Jill Pratt
LaFerney and the 87,159 shares of Common Stock owned of record by John R. Pratt.
6
<PAGE>
The Limited Partnership has sole voting power and sole dispositive
power with respect to the 58,106 shares of Common Stock owned of record by it.
(c) The only transactions by the Reporting Persons in the Common Stock of
the Company during the past 60 days are the Partnership Dissolution, the W.D.P.
Trust Dissolution, the J.E.P. Trust Dissolution, the Proxy and the gift
described in Item 4 above. The descriptions of the Partnership Dissolution, the
W.D.P. Trust Dissolution, the J.E.P. Trust Dissolution, the Proxy and the gift
in Item 4 are 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 658,738
shares of Common Stock owned of record individually by him; the 80,246 shares of
Common Stock owned of record by him, as Custodian for Michael Eldon Pratt; and
the 80,246 shares of Common Stock owned of record by him, as Custodian for
Caroline de La Fontaine Pratt.
The Limited 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 58,106
shares of Common Stock owned of record by it.
To the best of Jack E. Pratt's knowledge, Jill Pratt LaFerney has the
sole right to receive and the power to direct the receipt of dividends from or
the proceeds from the sale of the 87,159 shares of Common Stock owned of record
by her.
To the best of Jack E. Pratt's knowledge, John R. 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 87,159 shares of Common Stock owned of record by
him.
(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 Limited
Partnership, Custodian for Michael Eldon Pratt and Custodian for 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.
On December 29, 1998, Jack E. Pratt entered into the Proxy with Jill
Pratt LaFerney and John R. Pratt. Pursuant to the Proxy, Jill Pratt LaFerney and
John R. Pratt irrevocably granted to Jack E. Pratt all voting rights with
respect to the shares of Common Stock owned by them and agreed not to attempt to
exercise any control or influence over Jack E. Pratt with respect to voting such
shares of Common Stock. The Proxy further provides that the shares of Common
Stock subject to the Proxy may not be transferred without Jack E. Pratt's
approval. The term of the Proxy is until December 31, 2001.
Item 7. Material to be Filed as Exhibits.
- ------ --------------------------------
7.1 Joint Filing Agreement.
7.2 Voting Trust Agreement, dated December 29, 1998, among Jill Pratt
LaFerney, John R. Pratt and Jack E. Pratt.
7
<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: January 29, 1999
JACK E. PRATT
/s/ JACK E. PRATT
________________________________________
C.A. PRATT PARTNERS, LTD.
/s/ JACK E. PRATT
________________________________________
By: Jack E. Pratt
General Partner
8
<PAGE>
EXHIBIT 7.1
JOINT FILING AGREEMENT
----------------------
In accordance with Rule 13d-1(k)(1)(iii) 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 29th day of January,
1999.
JACK E. PRATT
/s/ Jack E. Pratt
___________________________________________
C.A. PRATT PARTNERS, LTD.
/s/ Jack E. Pratt
___________________________________________
By: Jack E. Pratt
General Partner
<PAGE>
EXHIBIT 7.2
DATED AS OF DECEMBER 29, 1998
GREATE BAY CASINO CORPORATION
VOTING TRUST AGREEMENT
- by and among -
JILL PRATT LAFERNEY, FORMERLY JILL A. PRATT
AND JOHN R. PRATT
- and -
JACK E. PRATT, SR.
<PAGE>
VOTING TRUST AGREEMENT
THIS VOTING TRUST AGREEMENT (the "Agreement") is made and entered into as
of the 29th day of December, 1998, by and among JILL PRATT LAFERNEY, FORMERLY
JILL A. PRATT, AND JOHN R. PRATT ("Shareholders") and JACK E. PRATT, SR.
("Proxy").
W I T N E S E T H :
-------------------
WHEREAS, Shareholders are adult individuals residing as follows:
Jill Pratt LaFerney
9054 Briargrove
Dallas, Texas 75209
John R. Pratt
5600 Gregory Lane
Parker, Texas 75002
and
WHEREAS, each Shareholder is the owner, either directly, indirectly or
beneficially, of the shares of the issued and outstanding common stock (the
"Stock") of Greate Bay Casino Corporation, a corporation duly organized and
existing under the laws of the State of Delaware (the "Corporation") specified
in Exhibit "A" attached hereto and made a part hereof; and
WHEREAS, pursuant to the provisions of the New Jersey Casino Control Act,
N. J. Stat. Ann. 5:12-1, et seq. (the "Act"), as enforced by the New Jersey
- -------------------------------
Division of Gaming Enforcement (the "Division") before the New Jersey Casino
Control Commission (the "Commission"), Shareholders' ownership of the Stock is
subject, in the alternative, to either certain restrictions or the qualification
of Shareholders under the Act; and
WHEREAS, Proxy, Jack E. Pratt, Sr., is an adult individual residing at 5055
Park Lane, Dallas, Texas 75220; and,
WHEREAS, Shareholders, having a special trust and confidence in Proxy, wish
to irrevocably assign all of Shareholders' voting and other rights incident to
the Stock in Proxy under the terms and pursuant to the conditions set forth in
this Agreement;
<PAGE>
NOW, THEREFORE, for and in consideration of the mutual promises,
representations, covenants, agreements, understandings and undertakings
hereinafter set forth, Shareholders and Proxy do hereby covenant and agree as
follows:
1. APPOINTMENT OF PROXY. Each Shareholder hereby (a) irrevocably
appoints Proxy as his or her attorney-in-fact and (b) irrevocably grants and
assigns to Proxy any and all voting rights such Shareholders may now have, or
may during the Term of this Agreement acquire, all with respect to the Stock
owned by such Shareholder.
2. PROXY'S DUTIES/LIMITATION OF LIABILITY. In the discharge of his
obligations under this Agreement, Proxy shall have the right to vote the Stock
in such form and manner as Proxy, in the exercise of good faith and his prudent
business judgment, may deem in the best interests of Shareholders. Other than
as specifically set forth in this Paragraph 2, Proxy shall have no further
duties or obligations owing to Shareholders with regard to the Stock. Provided
Proxy acts pursuant to this Agreement in the exercise of good faith and his
prudent business judgment, Proxy shall not be personally liable to any person or
entity for any act or omission to act under this Agreement.
3. COVENANT NOT TO INFLUENCE. Each Shareholder hereby covenants and
agrees that he or she shall not exercise or attempt to exercise, directly or
indirectly, any control or influence over Proxy with regard to any matter
concerning the voting of the Stock.
4. DISPOSITION OF THE STOCK. Shareholders, during the Term of this
Agreement, shall not transfer, sell, dispose of, assign, hypothecate or
otherwise encumber the Stock without the prior written approval of Proxy.
5. RELATIONSHIP BETWEEN SHAREHOLDERS AND PROXY. Except as otherwise
specifically set forth in this Agreement, nothing contained or set forth in this
Agreement shall be construed so as to create any fiduciary or other relationship
between Shareholders and Proxy. In the course of exercising his duties under
this Agreement, Proxy shall not be entitled to receive any compensation or other
remuneration from Shareholders, provided, however, that Proxy shall be entitled
to retain and pay, on account of and for the benefit of Shareholders, such
professional service providers as Proxy may deem necessary or desirable. In such
event, Proxy shall pay for, and Shareholders shall reimburse Proxy for, the
costs of such professional service providers.
2
<PAGE>
6. SUCCESSOR TRUSTEE. In the event Proxy is unable or unwilling to
serve, Shareholders shall have the right to appoint a Successor Proxy. Any such
Successor Proxy shall, upon qualification by the Commission in accordance with
the provisions of the Act, assume all rights and responsibilities of Proxy
pursuant to this Agreement but shall not be responsible for any acts or failures
to act which occurred prior to such Successor Proxy assuming all rights and
responsibilities of Proxy under this Agreement.
7. EFFECTIVE DATE/TERM/TERMINATION.
(a) EFFECTIVE DATE AND TERM. This Agreement shall become effective
as of the date and year first above written and shall continue in force
until December 31, 2001, unless sooner terminated as provided in Paragraph
7(b) of this Agreement (the "Term").
(b) TERMINATION. This Agreement shall immediately terminate upon the
occurrence of Shareholders' sale of all of the Stock pursuant to the
provisions of Paragraph 4 of this Agreement.
8. BEST EVIDENCE. This Agreement shall be executed in original and
"Xerox" or photostatic copies and each copy bearing original signatures of
Shareholders and Proxy in ink shall be deemed an original.
9. SUCCESSION. Subject to the provisions of Paragraph 6 of this
Agreement, this Agreement shall be binding upon and inure to the benefits of
Shareholders' and Proxy's respective heirs, successors and assigns.
10. AMENDMENT OR MODIFICATION. This Agreement may not be amended or
modified except upon a writing (i) signed by both Shareholders and Proxy and
(ii) approved, if required, by the Commission or any other gaming regulatory
authority having jurisdiction.
11. ASSIGNMENT. This Agreement shall not be assigned by either
Shareholders or Proxy without the prior written consent of both the non-
assigning party. Any purported assignment in violation of the provisions of this
Paragraph 11 shall be deemed null and void and shall have no force or effect.
12. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Texas, except to the extent that
applicable gaming laws, rules and regulations and applicable resolutions and
requirements of gaming regulatory authorities having jurisdiction shall
necessarily control and govern.
3
<PAGE>
13. NOTICES. Any and all written notices required by this Agreement shall
be either (i) hand delivered, (ii) mailed via certified mail, return receipt
requested, (iii) telecopied (with confirmed answerback) or (iv) delivered via
any commercial courier service, addressed to the following:
TO SHAREHOLDERS: Jill Pratt LaFerney
----------------
9054 Briargrove
Dallas, Texas 75209
Mr. John R. Pratt
5600 Gregory Lane
Parker, Texas 75002
TO PROXY: Jack E. Pratt, Sr.
---------
5055 Park Lane
Dallas, Texas 75220
WITH COPIES TO: General Counsel
---------------
Greate Bay Casino Corporation
Two Galleria Tower, Suite 2200
13455 Noel Road, LB 48
Dallas, Texas 75240
General Counsel
Casino Control Commission
Princeton Pike Office Park Building No. 5
CN-208
Trenton, New Jersey 08625
Director
Division of Gaming Enforcement
Richard J. Hughes Justice Complex
CN-047
Trenton, New Jersey 08525
All notices hand delivered shall be deemed delivered as of the date
actually delivered. All notices mailed via certified mail, return receipt
requested, shall be deemed delivered as of four (4) business days after the date
postmarked. All notices delivered by telecopy shall be effective upon receipt of
the confirmed answerback. All notices delivered via a commercial courier service
shall be deemed delivered as of the next business day after the date entrusted
to such commercial courier service. Any changes in any of the addresses listed
in this Paragraph 13 shall be made by written notice as provided in this
Paragraph 13.
4
<PAGE>
14. INTERPRETATION. The preamble recitals to this Agreement are
incorporated into and made a part of this Agreement. Titles of paragraphs are
for convenience only and are not to be considered a part of this Agreement.
15. PAROL. This Agreement constitutes the entire agreement and
understanding of the parties hereto with respect to the subject matter hereof
and this Agreement supersedes any prior understandings, agreements or
undertakings.
IN WITNESS WHEREOF, Shareholders and Proxy have executed and delivered this
Agreement as of the date and year first above written.
WITNESS:
/s/ Jill Pratt LaFerney
____________________________________ -------------------------------------
Jill Pratt LaFerney, Shareholder
WITNESS:
/s/ John R. Pratt
_____________________________________ -------------------------------------
John R. Pratt, Shareholder
WITNESS:
/s/ Jack E. Pratt, Sr.
_____________________________________ -------------------------------------
Jack E. Pratt, Sr., Proxy
5
<PAGE>
EXHIBIT "A"
1. Jill Pratt LaFerney - 87,159 shares of the common stock of Greate Bay
Casino Corporation
2. John R. Pratt - 87,159 shares of the common stock of Greate Bay Casino
Corporation
6
