<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
- -----------------------
- ------------------------------------------------------------------------------
NAMES OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
William D. 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
204,379 (1)
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
0
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
149,473 (2)
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
54,906 (3)
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
204,379
- ------------------------------------------------------------------------------
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
(SEE INSTRUCTIONS) [_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
3.9%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON {SEE INSTRUCTIONS)
14
IN
- ------------------------------------------------------------------------------
(1) Represents (a) Common Stock owned of record by William D. Pratt (122,021
shares) and WDP Jr. Family Trust (27,452 shares); and (b) Common Stock owned of
record by Shawn Denise Bradshaw (27,453 shares) and Michael Shannan Pratt
(27,453 shares), which are subject to a proxy giving William D. Pratt the sole
power to vote such shares.
(2) Represents Common Stock owned of record by William D. Pratt (122,021
shares) and WDP Jr. Family Trust (27,452 shares).
(3) Represents Common Stock owned of record by Shawn Denise Bradshaw (27,453
shares) and Michael Shannan Pratt (27,453 shares), which are subject to a proxy
that prohibits transfers of such shares without William D. Pratt's consent.
2
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SCHEDULE 13D/A
- -----------------------
CUSIP NO. 391546108
- -----------------------
- ------------------------------------------------------------------------------
NAMES OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
WDP Jr. Family Trust
- ------------------------------------------------------------------------------
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
27,452 (1)
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
0
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
27,452 (2)
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
27,452
- ------------------------------------------------------------------------------
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12
(SEE INSTRUCTIONS) [_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
0.5%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
14
00-TRUST
- ------------------------------------------------------------------------------
(1) Power is exercised through its Trustee, William D. 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 filed by William D. Pratt,
J.E. Pratt Family Trust, J.E. Pratt Family Trust I (the "JEP Trust"), W.D. Pratt
Co. Co. 1 (the "Partnership") and WDP Jr. Family Trust (the "WDP Jr. 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 William D. Pratt and 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 occupation or
employment at such address is serving as the Executive Vice President, General
Counsel and Secretary 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 casino entertainment facilities under the service mark Hollywood Casino
in Aurora, Illinois and Tunica County, Mississippi.
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 WDP Jr. Trust. The
primary beneficiaries of the WDP Jr. Trust are Elizabeth Betancourt Pratt, a
homemaker; William D. Pratt, III, a minor; and Michael Taylor Pratt, a minor.
The principal business of the WDP Jr. Trust is to hold investments for the
benefit of its beneficiaries. The address of the WDP Jr. 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 Trustee of the WDP Jr. Trust, none of the Reporting Persons
or the primary beneficiaries of the WDP Jr. Trust have, 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 trustee of the WDP Jr. Trust, none of the Reporting Persons
or the primary beneficiaries of the WDP Jr. 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 of, prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
William D. Pratt, Elizabeth Betancourt Pratt, William D. Pratt, III,
and Michael Taylor Pratt are citizens of the United States of America.
Item 3. Source and Amounts of Funds or Other Consideration.
- ------ --------------------------------------------------
Not applicable.
4
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Item 4. Purpose of the Transaction.
- ------ --------------------------
In the prior Amendment No. 1 to Schedule 13D filing to which this
Amendment relates (the "Prior Schedule"), William D. Pratt was reported as
owning of record 1,678 shares of Common Stock. In this Amendment, William D.
Pratt is reported as owning of record 122,021 shares of Common Stock. The
increase to William D. Pratt's record ownership is attributable to 120,343
shares of Common Stock that were obtained as a gift from Linda M. Pratt, William
D. Pratt's wife. William D. Pratt paid no consideration in return for the
shares of Common Stock received in the gift from Linda M. Pratt.
In the Prior Schedule, William D. Pratt was reported as having sole
voting power and sole dispositive power over 566,438 shares of Common Stock
owned of record by the JEP Trust. William D. Pratt was the Trustee of the JEP
Trust. The JEP Trust was dissolved on December 29, 1998 (the "JEP Trust
Dissolution"), and the shares of Common Stock owned by it have been distributed
to its beneficiaries.
In the Prior Schedule, William D. Pratt was reported as having sole
voting power and sole dispositive power over 34,200 shares of Common Stock owned
by the Partnership. William D. Pratt was the Managing General Partner of the
Partnership. The Partnership was dissolved on December 29, 1998 (the
"Partnership Dissolution") and the shares of Common Stock owned by it have been
distributed to its general partners.
In this Amendment, the WDP Jr. Trust is reported as owning of record
27,452 shares of Common Stock. The WDP Jr. Trust received 17,192 shares of
Common Stock upon dissolution (the "WDP Trust Dissolution") of the W.D. Pratt
Family Trust (the "WDP Trust") and 10,260 shares of Common Stock as a
partnership distribution in the Partnership Dissolution. The WDP Trust
Dissolution occurred on December 29, 1998.
Prior to the WDP Trust Dissolution, the WDP Jr. Trust, Linda M. Pratt,
Shawn Denise Bradshaw and Michael Shannan Pratt were the beneficiaries of the
WDP Trust. In the WDP Trust Dissolution, Linda M. Pratt received 120,343 shares
of Common Stock, Shawn Denise Bradshaw received 17,193 shares of Common Stock,
Michael Shannan Pratt received 17,193 shares of Common Stock and the WDP Jr.
Trust received 17,192 shares of Common Stock. None of the beneficiaries of the
WDP Trust paid any consideration for the shares of Common Stock received in the
WDP Trust Dissolution.
Prior to the Partnership Dissolution, Shawn Denise Bradshaw, Michael
Shannan Pratt, the WDP Jr. Trust and the WDP Trust were general partners of the
Partnership. In the Partnership Dissolution, Shawn Denise Bradshaw received
10,260 shares of Common Stock, Michael Shannan Pratt received 10,260 shares of
Common Stock, the WDP Jr. Trust received 10,260 shares of Common Stock and the
WDP Trust received 3,420 shares of Common Stock as partnership distributions.
The shares of Common Stock received by the WDP Trust in the Partnership
Dissolution were distributed in the WDP Trust 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.
Each of Shawn Denise Bradshaw and Michael Shannan Pratt have entered
into a voting trust agreement (the "Proxy") with William D. Pratt with respect
to the shares of Common Stock received by them in the WDP Trust Dissolution and
the Partnership Dissolution. The Proxy irrevocably grants to William D. 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 William D.
Pratt's approval. Shawn Denise Bradshaw and Michael Shannan Pratt have agreed
in the Proxy that they will not attempt to exercise any control or influence
over William D. 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.
William D. Pratt paid no consideration in return for the Proxy.
5
<PAGE>
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) William D. Pratt, owns of record 122,021 shares of Common Stock
(representing approximately 2.3% of the shares of Common Stock outstanding on
December 31, 1998, 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 204,379 shares of Common Stock (representing approximately 3.9% 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 122,021 shares owned of record by him, 27,452
shares owned of record by the WDP Jr. Trust; 27,453 shares owned of record by
Shawn Denise Bradshaw that are subject to the Proxy; and 27,453 shares owned of
record by Michael Shannan Pratt that are subject to the Proxy.
The WDP Jr. Trust owns of record and beneficially an aggregate of
27,452 shares of Common Stock (representing approximately 0.5% 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) William D. Pratt has sole voting power and sole dispositive power with
respect to the 122,021 shares of Common Stock owned of record by him and the
27,452 shares of Common Stock owned of record by the WDP Jr. Trust.
William D. Pratt has sole voting power and shared dispositive power
with respect to the 27,453 shares of Common Stock owned of record by Shawn
Denise Bradshaw and the 27,453 shares of Common Stock owned of record by Michael
Shannan Pratt.
The WDP Jr. Trust has sole voting power and sole dispositive power
with respect to the 27,452 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 WDP
Trust Dissolution, the JEP Trust Dissolution, the Proxy and the gift described
in Item 4 above. The descriptions of the Partnership Dissolution, the WDP Trust
Dissolution, the JEP Trust Dissolution, the Proxy and the gift in Item 4 are
hereby incorporated by this reference.
(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 122,021
shares of Common Stock owned of record by him.
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 27,452
shares of Common Stock owned of record by it.
6
<PAGE>
To the best of William D. Pratt's knowledge, Shawn Denise Bradshaw has
the sole right to receive and the power to direct the receipt of dividends from
or the proceeds from the sale of the 27,453 shares of Common Stock owned of
record by her.
To the best of William D. Pratt's knowledge, Michael Shannan 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 27,453 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.
---------------------------
William D. Pratt is the Trustee of the WDP Jr. Trust, which owns
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, William D. Pratt entered into the Proxy with
Shawn Denise Bradshaw and Michael Shannan Pratt. Pursuant to the Proxy, Shawn
Denise Bradshaw and Michael Shannan Pratt irrevocably granted to William D.
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 William D.
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 William D. 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 Shawn Denise
Bradshaw, Michael Shannan Pratt and William D. 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 29th, 1999
WILLIAM D. PRATT
/s/ William D. Pratt
--------------------------------------
WDP JR. FAMILY TRUST
/s/ William D. Pratt
--------------------------------------
By: William D. Pratt
Trustee
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.
WILLIAM D. PRATT
/s/ William D. Pratt
---------------------------------
WDP JR. FAMILY TRUST
/s/ William D. Pratt
---------------------------------
By: William D. Pratt
Trustee
<PAGE>
EXHIBIT 7.2
DATED AS OF DECEMBER 29, 1998
GREATE BAY CASINO CORPORATION
VOTING TRUST AGREEMENT
- by and among -
SHAWN DENISE BRADSHAW AND
MICHAEL SHANNAN PRATT
- and -
WILLIAM D. 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 SHAWN DENISE BRADSHAW and MICHAEL
SHANNAN PRATT ("Shareholders") and WILLIAM D. PRATT, SR. ("Proxy").
W I T N E S E T H :
-------------------
WHEREAS, Shareholder Shawn Denise Bradshaw is an adult individual residing at
6229 Genoa Road, Fort Worth, Texas 76116 and Shareholder Michael Shannan Pratt
is an adult individual residing at 577 Fern Avenue, Elmhurst , Illinois 60126;
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
on 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 is an adult individual residing at 5505 Westgrove Drive,
Dallas, Texas 75248; 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;
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
<PAGE>
Shareholder 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.
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
-2-
<PAGE>
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 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: Shawn Denise Bradshaw
----------------
6229 Genoa Road
Fort Worth, Texas 76116
Michael Shannan Pratt
577 Fern Avenue
Elmhurst, Illinois 60126
TO PROXY: William D. Pratt, Sr.
---------
5505 Westgrove Drive
Dallas, Texas 75248
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/ Roberta J. Hamann /s/ Michael Shannan Pratt
- --------------------- ---------------------------------------------
MICHAEL SHANNAN PRATT, Shareholder
WITNESS:
/s/ Roberta J. Hamann /s/ Shawn Denise Bradshaw
- --------------------- ---------------------------------------------
SHAWN DENISE BRADSHAW, Shareholder
WITNESS:
/s/ Roberta J. Hamann /s/ William D. Pratt, Sr.
- --------------------- ---------------------------------------------
WILLIAM D. PRATT, SR., Proxy
5
<PAGE>
EXHIBIT "A"
-----------
1. Shawn Denise Bradshaw - 27,453 shares of the common stock of Greate Bay
Casino Corporation
2. Michael Shannan Pratt - 27,453 shares of the common stock of Greate Bay
Casino Corporation
6
