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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
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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, 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
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
DECEMBER 29, 1998
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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 (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).
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SCHEDULE 13D/A
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CUSIP NO. 391546108
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Edward T. Pratt III
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
2 (a) [_]
(b) [X]
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SEC USE ONLY
3
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
4
N/A
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [_]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States
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SOLE VOTING POWER
7
NUMBER OF 314,698 (1)
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 0
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EACH SOLE DISPOSITIVE POWER
9
REPORTING 82,510 (2)
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
232,188 (3)
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
314,698
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12 (SEE INSTRUCTIONS)
[_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
6.1%
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
14
IN
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(1) Represents (a) Common Stock owned of record by Edward T. Pratt III (82,510
shares) and (b) Common Stock owned of record by Sharon R. Naftel (77,396
shares), Diana Pratt Wyatt (77,396 shares) and Carolyn S. Hickey (77,396
shares), which are subject to a proxy giving Edward T. Pratt III the sole power
to vote such shares.
(2) Represents Common Stock owned of record by Edward T. Pratt III (82,510
shares).
(3) Represents Common Stock owned of record by Sharon R. Naftel (77,396
shares), Diana Pratt Wyatt (77,396 shares) and Carolyn S. Hickey (77,396
shares), which are subject to a proxy that prohibits transfers of such shares
without Edward T. Pratt III's consent.
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This Amendment No. 2 to Schedule 13D (this "Amendment") amends and replaces
in its entirety the Amendment No. 1 to Schedule 13D filed by Edward T. Pratt III
and E. Pratt Family Trust (the "Trust") by furnishing the information set forth
below.
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, 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.
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This statement is filed on behalf of Edward T. Pratt III (the
"Reporting Person"). The Reporting Person expressly disclaims the existence of
any "group" within the meaning of Section 13(d)(3) of the Securities Exchange
Act of 1934, as amended, between himself and any other person, with respect to
the Common Stock.
The Reporting Person'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 and the President and
Chief Operating Officer of Hollywood Casino Corporation ("Hollywood") and as the
President and Chief Operating Officer 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.
The Reporting Person has not, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations and similar
misdemeanors).
The Reporting Person has not, 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.
The Reporting Person is a citizen of the United States of America.
Item 3. Source and Amounts of Funds or Other Consideration.
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Not applicable.
Item 4. Purpose of the Transaction.
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In the prior Amendment No. 1 to Schedule 13D filing to which this
Amendment relates (the "Prior Schedule"), the Reporting Person was reported as
owning of record 5,533 shares of Common Stock. In this Amendment, the Reporting
Person is reported as owning of record 82,510 shares of Common Stock. The 77,396
share increase to the Reporting Person's record ownership is attributable to
33,537 shares of Common Stock that were obtained as a partnership distribution
upon dissolution (the "Partnership Dissolution") of E.T. Pratt Co. No. 1 (the
"Partnership") and 43,859 shares of Common Stock that were obtained upon
dissolution (the "Trust Dissolution") of the Trust, less 419 shares of Common
Stock that the Reporting Person sold in an open market transaction on December
23, 1998. The Partnership Dissolution and Trust Dissolution both occurred on
December 29, 1998.
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In the Prior Schedule, the Reporting Person was reported as having
sole voting power and sole dispositive power over 335,962 shares of Common Stock
owned of record by the Trust. The Reporting Person was the Trustee of the
Trust. The shares of Common Stock owned by the Trust have been distributed to
its beneficiaries in the Trust Dissolution.
Prior to the Trust Dissolution, the Reporting Person, Sharon R.
Naftel, Diana Pratt Wyatt, Carolyn S. Hickey and one other individual were the
beneficiaries of the Trust. In the Trust Dissolution, the Reporting Person
received 43,859 shares of Common Stock, Sharon R. Naftel received 43,859 shares
of Common Stock, Diana Wyatt Pratt received 43,858 shares of Common Stock,
Carolyn S. Hickey received 43,858 shares of Common Stock and the other
beneficiary received 175,434 shares of Common Stock. None of the beneficiaries
of the Trust paid any consideration for the shares of Common Stock received in
the Trust Dissolution.
Prior to the Partnership Dissolution, the Reporting Person, Sharon R.
Naftel, Diana Pratt Wyatt, Carolyn S. Hickey and the Trust were general partners
of the Partnership. In the Partnership Dissolution, the Reporting Person
received 33,537 shares of Common Stock, Sharon R. Naftel received 33,537 shares
of Common Stock, Diana Pratt Wyatt received 33,538 shares of Common Stock,
Carolyn S. Hickey received 33,538 shares of Common Stock and the Trust received
14,906 shares of Common Stock as partnership distributions. The shares of Common
Stock received by the Trust in the Partnership Dissolution were distributed in
the 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.
Sharon R. Naftel, Diana Pratt Wyatt and Carolyn S. Hickey have entered
into a voting trust agreement (the "Proxy") with the Reporting Person with
respect to the shares of Common Stock received by them in the Trust Dissolution
and the Partnership Dissolution. The Proxy irrevocably grants to the Reporting
Person 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 the
Reporting Person's approval. Sharon R. Naftel, Diana Pratt Wyatt and Carolyn S.
Hickey have agreed in the Proxy that they will not attempt to exercise any
control or influence over the Reporting Person 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. The Reporting Person paid no consideration in return
for the Proxy.
The Reporting Person holds his shares of Common Stock for investment
purposes. The Reporting Person has 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 Person reserves 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 his investment goals,
market conditions or other factors.
Item 5. Interest in Securities of the Issuer.
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(a) The Reporting Person owns of record 82,510 shares of Common Stock
(representing approximately 1.6% of the shares of Common Stock outstanding on
December 31, 1998, based on information supplied by the Company to the Reporting
Persons). The Reporting Person may be deemed to be the beneficial owner of an
aggregate of 314,698 shares of Common Stock (representing approximately 6.1% 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 82,510 shares owned of record by him; 77,396 shares
owned of record by Sharon R. Naftel that are
4
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subject to the Proxy; 77,396 shares owned of record by Diana Pratt Wyatt that
are subject to the Proxy; and 77,396 shares owned of record by Carolyn S. Hickey
that are subject to the Proxy.
The Reporting Person hereby expressly disclaims the existence of any
"group" within the meaning of Section 13(d)(3) of the Securities Exchange Act of
1934, as amended, between himself and any other person, with respect to the
Common Stock.
(b) The Reporting Person has sole voting power and sole dispositive power
with respect to the 82,929 shares of Common Stock owned of record by him.
The Reporting Person has sole voting power and shared dispositive
power with respect to the 77,396 shares of Common Stock owned of record by
Sharon R. Naftel, the 77,396 shares of Common Stock owned of record by Diana
Pratt Wyatt and the 77,396 shares of Common Stock owned of record by Carolyn S.
Hickey.
(c) The only transactions by the Reporting Person in the Common Stock of
the Company during the past 60 days are the Partnership Dissolution, the Trust
Dissolution, the Proxy and the open market sale of 419 shares of Common Stock
described in Item 4 above. The descriptions of the Partnership Dissolution, the
Trust Dissolution, the Proxy and the open market sale in Item 4 are hereby
incorporated by this reference.
(d) The Reporting Person has the sole right to receive and the power to
direct the receipt of dividends from or the proceeds from the sale of the 82,510
shares of Common Stock owned of record by him.
To the best of the Reporting Person's knowledge, Sharon R. Naftel has
the sole right to receive and the power to direct the receipt of dividends from
or the proceeds from the sale of the 77,396 shares of Common Stock owned of
record by her and that are subject to the Proxy.
To the best of the Reporting Person's knowledge, Diana Pratt Wyatt has
the sole right to receive and the power to direct the receipt of dividends from
or the proceeds from the sale of the 77,396 shares of Common Stock owned of
record by her and that are subject to the Proxy.
To the best of the Reporting Person's knowledge, Carolyn S. Hickey has
the sole right to receive and the power to direct the receipt of dividends from
or the proceeds from the sale of the 77,396 shares of Common Stock owned of
record by her and that are subject to the Proxy.
(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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On December 29, 1998, the Reporting Person entered into the Proxy with
Sharon R. Naftel, Diana Pratt Wyatt and Carolyn S. Hickey. Pursuant to the
Proxy, Sharon R. Naftel, Diana Pratt Wyatt and Carolyn S. Hickey irrevocably
granted to the Reporting Person 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 the Reporting Person 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 the Reporting Person's approval. The term
of the Proxy is until December 31, 2001.
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Item 7. Material to be Filed as Exhibits.
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7.1 Voting Trust Agreement, dated December 29, 1998, among Sharon R.
Naftel, Diana Pratt Wyatt, Carolyn S. Hickey and Edward T. Pratt III.
6
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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 29, 1999
EDWARD T. PRATT III
/s/ Edward T. Pratt III
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7
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EXHIBIT 7.1
DATED AS OF DECEMBER 29, 1998
GREATE BAY CASINO CORPORATION
VOTING TRUST AGREEMENT
- by and among -
CAROLYN S. HICKEY, DIANA PRATT-WYATT,
FORMERLY DIANA L. HEISLER, AND SHARON R. NAFTEL,
FORMERLY SHARON R. NASH
- and -
EDWARD T. PRATT III
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VOTING TRUST AGREEMENT
THIS VOTING TRUST AGREEMENT ("Agreement") is made and entered into as of
the 29th day of December, 1998, by and among CAROLYN S. HICKEY, DIANA PRATT-
WYATT, FORMERLY DIANA L. HEISLER, AND SHARON R. NAFTEL, FORMERLY SHARON R. NASH
("Shareholders") and EDWARD T. PRATT III ("Proxy").
W I T N E S E T H :
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WHEREAS, Shareholders are adult individuals residing as follows:
Carolyn S. Hickey
1060 Brazos Heights
Mineral Wells, Texas 76067
Diana Pratt-Wyatt
2309 Arlington Place
Bossier City, Louisiana 71111
Sharon R. Naftel
2025 Austin Drive
Mesquite, Texas 75181
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
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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 Edward T. Pratt III is an adult individual residing at 3307
Beverly Drive, Dallas, Texas 75205; and
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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 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,
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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 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.
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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.
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: Carolyn S. Hickey
----------------
1060 Brazos Heights
Mineral Wells, Texas 76067
Diana Pratt-Wyatt
2309 Arlington Place
Bossier City, Louisiana 71111
Sharon R. Naftel
2025 Austin Drive
Mesquite, Texas 75181
TO PROXY: Edward T. Pratt III
---------
3307 Beverly Drive
Dallas, Texas 75205
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
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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.
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.
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IN WITNESS WHEREOF, Shareholders and Proxy have executed and delivered this
Agreement as of the date and year first above written.
WITNESS:
/s/ Evelyn Johnstone /s/ Carolyn S. Hickey
- -------------------- ------------------------------
CAROLYN S. HICKEY, Shareholder
WITNESS:
/s/ Peggy L. Mitchell /s/ Diana Pratt-Wyatt
- --------------------- ------------------------------
DIANA PRATT-WYATT, Shareholder
WITNESS:
/s/ Evelyn Johnstone /s/ Sharon R. Naftel
- -------------------- ------------------------------
SHARON R. NAFTEL, Shareholder
WITNESS:
/s/ Evelyn Johnstone /s/ Edward T. Pratt III
- -------------------- ------------------------------
EDWARD T. PRATT III, Proxy
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EXHIBIT "A"
1. Diana Pratt-Wyatt - 77,396 shares of the common stock of Greate Bay
Casino Corporation
2. Carolyn S. Hickey - 77,396 shares of the common stock of Greate Bay Casino
Corporation
3. Sharon R. Naftel - 77,396 shares of the common stock of Greate Bay Casino
Corporation
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