<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Hollywood Casino Corporation
- --------------------------------------------------------------------------------
(Name of Issuer)
Class A Common Stock, par value $0.0001 per share
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(Title of Class of Securities)
436132203
------------------------------------------------
(CUSIP Number)
William D. Pratt, Executive Vice President, Secretary and
General Counsel,
Hollywood Casino Corporation, Two Galleria Tower, Suite
2200, 13455 Noel Road, LB 48, Dallas, Texas 75240,
(972) 392-7777
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(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).
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SCHEDULE 13D/A
- -----------------------
CUSIP NO. 436132203
- -----------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Jack E. Pratt
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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
PF
- ------------------------------------------------------------------------------
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
8,198,377(1)
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 21,000(2)
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
7,118,745(3)
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
1,100,632(4)
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
8,219,377
- ------------------------------------------------------------------------------
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12 (SEE INSTRUCTIONS)
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
32.4%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
14
IN
- ------------------------------------------------------------------------------
(1) Represents (a) Common Stock owned of record by Jack E. Pratt (4,051,608
shares), C.A. Pratt Partners, Ltd. (1,642,001 shares), Jack E Pratt, Custodian
for Michael Eldon Pratt (487,568 shares) and Jack E. Pratt, Custodian for
Caroline de La Fontaine Pratt (487,568 shares); (b) Common Stock owned of record
by Jill Pratt LaFerney (539,816 shares) and John R. Pratt (539,816 shares),
which are subject to a proxy giving Jack E. Pratt the sole power to vote such
shares; and (c) currently exercisable options held by Jack E. Pratt to purchase
450,000 shares of Common Stock.
(2) Represents Common Stock owned of record by MEP Family Partnership (14,000
shares) and CLP Family Partnership (7,000 shares).
(3) Represents Common Stock owned of record by Jack E. Pratt (4,051,608 shares),
C.A. Pratt Partners, Ltd. (1,642,001 shares), Jack E. Pratt, Custodian for
Michael Eldon Pratt (487,568 shares) and Jack E. Pratt, Custodian for Caroline
de La Fontaine Pratt (487,568 shares) and also includes currently exercisable
options held by Jack E. Pratt to purchase 450,000 shares of Common Stock.
(4) Represents (a) Common Stock owned of record by Jill Pratt LaFerney (539,816)
and John R. Pratt (539,816 shares), which are subject to a proxy that prohibits
transfers of such shares without Jack E. Pratt's consent, and (b) Common Stock
owned of record by MEP Family Partnership (14,000 shares) and CLP Family
Partnership (7,000 shares).
2
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SCHEDULE 13D/A
- -----------------------
CUSIP NO. 436132203
- -----------------------
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NAME OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
C.A. Pratt Partners, Ltd.
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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
- ------------------------------------------------------------------------------
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
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Texas
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
1,642,001(1)
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 0
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
1,642,001(1)
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
1,642,001
- ------------------------------------------------------------------------------
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
6.6%
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
14
PN
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(1) Power is exercised through its General Partner, Jack E. Pratt.
3
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SCHEDULE 13D/A
- -----------------------
CUSIP NO. 436132203
- -----------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
MEP Family Partnership
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
2 (a) [_]
(b) [X]
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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
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
Texas
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF
14,000(1)
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
OWNED BY 0
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING
14,000(1)
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
14,000
- ------------------------------------------------------------------------------
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12 (SEE INSTRUCTIONS)
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
Less than 0.1%
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
14
PN
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(1) Power is exercised through its Managing Partner, Jack E. Pratt.
4
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SCHEDULE 13D/A
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CUSIP No. 436132203
- ------------------------
- -------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
CLP Family Partnership
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(SEE INSTRUCTIONS) (b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
N/A
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS [_]
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
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SOLE VOTING POWER
7
NUMBER OF 7,000 (1)
SHARES -----------------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
0
OWNED BY
------------------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 7,000 (1)
PERSON ----------------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
- -------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
7,000
- -------------------------------------------------------------------------------
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) [_]
12
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
Less than 0.1%
- --------------------------------------------------------------------------------
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
14
PN
- --------------------------------------------------------------------------------
(1) Power is exercised through its Managing Partner, Jack E. Pratt.
5
<PAGE>
This Amendment No. 1 to Schedule 13D (this "Amendment") amends and replaces
in its entirety the 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"); the W.D. Pratt Family Trust (the "W.D.P. Trust"); C.A. Pratt
Partners, Ltd. (the "Limited Partnership"); MEP Family Partnership (the "MEP
Partnership"); and CLP Family Partnership (the "CLP Partnership"), by furnishing
the information set forth below.
Item 1. Security and Issuer.
- ------ -------------------
This statement relates to the Class A Common Stock, par value $0.0001
per share (the "Common Stock"), of Hollywood Casino Corporation, a Delaware
corporation (the "Company"). The address of the principal executive offices of
the Company is Two Galleria Tower, 13455 Noel Road, Suite 2200, Dallas, Texas
75240.
Item 2. Identity and Background.
- ------ -----------------------
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; the Limited Partnership; the MEP Partnership; and the
CLP 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 the Company. The Company 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 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.
The MEP Partnership is organized as a general partnership under the
laws of the State of Texas and is located in Texas. Jack E. Pratt and Aileen M.
Pratt are the Managing General Partners of the MEP Partnership. The general
partners of the MEP Partnership are Jack E. Pratt; Aileen M. Pratt, a homemaker;
and Lizette Mejia, as Custodian for Michael Eldon Pratt (a minor), whose
occupation is memorabilia archivist 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 MEP Partnership is to hold investments for the benefit
of its partners. The address of the MEP Partnership's principal business office
is Two Galleria Tower, 13455 Noel Road, Suite 2200, Dallas, Texas 75240.
The CLP Partnership is organized as a general partnership under the
laws of the State of Texas and is located in Texas. Jack E. Pratt and Aileen M.
Pratt are the Managing General Partners of the CLP Partnership. The general
partners of the CLP Partnership are Jack E. Pratt; Aileen M. Pratt; and Lizette
Mejia, as Custodian for Caroline de La Fontaine Pratt (a minor). The principal
business of the CLP Partnership is to hold investments for the benefit of its
partners. The address of the CLP Partnership's principal business office is Two
Galleria Tower, 13455 Noel Road, Suite 2200, Dallas, Texas 75240.
6
<PAGE>
To the best knowledge of Jack E. Pratt, in his personal capacity and
his capacity as General Partner of the Limited Partnership, Custodian for
Michael Eldon Pratt and Caroline de La Fontaine Pratt and Managing Partner of
the MEP Partnership and the CLP Partnership, none of the Reporting Persons, the
limited partners of the Limited Partnership or the general partners of either
the MEP Partnership or the CLP 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, Custodian for
Michael Eldon Pratt and Caroline de La Fontaine Pratt and Managing Partner of
each of the MEP Partnership and the CLP Partnership, none of the Reporting
Persons, the limited partners of the Limited Partnership or the general partners
of either the MEP Partnership or the CLP 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.
Jack E. Pratt, Aileen M. Pratt, Michael Eldon Pratt, Caroline de La
Fontaine Pratt and Lizette Mejia are citizens of the United States of America.
Item 3. Source and Amounts of Funds or Other Consideration.
- ------ --------------------------------------------------
The transactions in which the Reporting Persons acquired the shares of
Common Stock to which this Amendment relates are described in Item 4. With the
exception of 50,000 shares of Common Stock acquired by Jack E. Pratt in open
market transactions in April, 1998, none of the transactions described in Item 4
involved the payment or receipt of consideration by any of the Reporting
Persons. Jack E. Pratt used his personal funds to acquire the 50,000 shares of
Common Stock acquired in the open market transactions.
Item 4. Purpose of the Transaction.
- ------ --------------------------
In the prior Schedule 13D filing to which this Amendment relates (the
"Prior Schedule"), Jack E. Pratt was reported as owning of record individually
716,329 shares of Common Stock. In this Amendment, Jack E. Pratt is reported as
owning of record individually 4,051,608 shares of Common Stock. The 3,335,279
share increase to Jack E. Pratt's individual record ownership is attributable to
50,000 shares of Common Stock that were acquired in open market purchases on
April 17, 1998 (30,000 shares), April 20, 1998 (10,000 shares), and April 21,
1998 (10,000 shares); 359,877 shares of Common Stock that were obtained as a
partnership distribution upon dissolution (the "Partnership Dissolution") of the
Partnership; and 2,925,402 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 1,799,387 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 1,799,387 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.
7
<PAGE>
In the Prior Schedule, Jack E. Pratt was reported as having sole
voting power and sole dispositive power over 1,003,867 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 the Prior Schedule, Jack E. Pratt was reported as having sole
voting power and sole dispositive power over 1,282,123 shares of Common Stock
owned of record by the Limited Partnership. In this Amendment, the Limited
Partnership is reported as owning of record 1,642,001 shares of Common Stock.
The 359,878 share increase in the Limited Partnership's record ownership is
attributable to shares received by the Limited Partnership as a partnership
distribution in the Partnership Dissolution.
In the Prior Schedule, Jack E. Pratt was reported as owning of record
229,444 shares of Common Stock as Custodian for Michael Eldon Pratt and 229,44
shares of Common Stock as Custodian for Caroline de La Fontaine Pratt. In this
Amendment, Jack E. Pratt is reported as owning of record 487,568 shares of
Common Stock as Custodian for Michael Eldon Pratt and 487,568 shares of Common
Stock as Custodian for Caroline de La Fontaine Pratt. In each case, the 258,124
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 2,925,402 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.
There is no change to the information set forth in the Prior Schedule
with respect to the Common Stock holdings of the MEP Partnership and the CLP
Partnership.
In the Partnership Dissolution, Jill Pratt LaFerney received 539,816
shares of Common Stock and John R. Pratt received 539,816 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 5,026,744 shares of Common Stock, of
which 487,568 shares are owned as Custodian for Michael Eldon Pratt and 487,568
shares are owned as Custodian for Caroline
8
<PAGE>
de La Fontaine Pratt (representing approximately 19.8% 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 8,219,377 shares of Common Stock
(representing approximately 32.4% 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 4,051,608 shares owned of
record individually by him, 1,642,001 shares owned of record by the Limited
Partnership; 487,568 shares owned of record by Jack E. Pratt, Custodian for
Michael Eldon Pratt; 487,568 shares owned of record by Jack E. Pratt, Custodian
for Caroline de La Fontaine; 14,000 shares owned of record by the MEP
Partnership; 7,000 shares owned of record by the CLP Partnership; currently
exercisable options held by Jack E. Pratt to purchase 450,000 shares of Common
Stock; 539,816 shares owned of record by Jill Pratt LaFerney that are subject to
the Proxy; and 539,816 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 1,642,001 shares of Common Stock (representing approximately 6.6% of the
shares of Common Stock outstanding on December 31, 1998, based on information
supplied by the Company to the Reporting Persons).
The MEP Partnership owns of record and beneficially an aggregate of
14,000 shares of Common Stock (representing less than 0.1% of the shares of
Common Stock outstanding on December 31, 1998, based on information supplied by
the Company to the Reporting Persons).
The CLP Partnership owns of record and beneficially an aggregate of
7,000 shares of Common Stock (representing less than 0.1% of the shares of
Common Stock outstanding on December 31, 1998, based on information supplied by
the Company to the Reporting Persons).
Aileen M. Pratt owns beneficially an aggregate of 21,000 shares of
Common Stock (representing less than 0.1% of the shares of Common Stock
outstanding on December 31, 1998, based on information supplied by the Company
to the Reporting Persons).
Lizette Mejia does not own of record or beneficially any shares of
Common Stock.
The Reporting Persons hereby expressly disclaim the existence of any
"group" within the meaning of Section 13(d)(3) of the Securities Exchange Act of
1934, as amended, between themselves or with any other person, with respect to
the Common Stock.
(b) Jack E. Pratt has sole voting power and sole dispositive power with
respect to the 4,051,608 shares of Common Stock owned of record by him
individually; the 1,642,001 shares of Common Stock owned of record by the
Limited Partnership; the 487,568 shares of Common Stock owned of record by Jack
E. Pratt, as Custodian for Michael Eldon Pratt; and the 487,568 shares of Common
Stock owned of record by Jack E. Pratt, as Custodian for Caroline de La Fontaine
Pratt. Jack E. Pratt has shared voting powers and shared dispositive powers with
respect to the 14,000 shares of Common Stock owned of record by the MEP
Partnership and the 7,000 shares of Common Stock owned of record by the CLP
Partnership. Jack E. Pratt has sole voting power and shared dispositive power
with respect to the 539,816 shares of Common Stock owned of record by Jill Pratt
LaFerney and the 539,816 shares of Common Stock owned of record by John R.
Pratt.
The Limited Partnership has sole voting power and sole dispositive
power with respect to the 1,642,001 shares of Common Stock owned of record by
it.
The MEP Partnership has sole voting power and sole dispositive power
with respect to the 14,000 shares of Common Stock owned of record by it.
9
<PAGE>
The CLP Partnership has sole voting power and sole dispositive power
with respect to the 7,000 shares of Common Stock owned of record by it.
Aileen M. Pratt has shared voting powers and shared dispostive powers
with respect to the 14,000 shares of Common Stock owned of record by the MEP
Partnership and the 7,000 shares of Common Stock owned of record by the CLP
Partnership.
Lizette Mejia does not have the sole 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 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 4,051,608
shares of Common Stock owned of record individually by him; the 487,568 shares
of Common Stock owned of record by him, as Custodian for Michael Eldon Pratt;
and the 487,568 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
1,642,001 shares of Common Stock owned of record by it.
The MEP 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 14,000
shares of Common Stock owned of record by it.
The CLP 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 7,000
shares of Common Stock owned of record by it.
Jack E. Pratt and Aileen M. Pratt have the shared right to receive and
the power to direct the receipt of dividends from or the proceeds from the sale
of the 21,000 shares of Common Stock owned of record by the MEP Partnership and
the CLP Partnership.
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 539,816 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 539,816 shares of Common Stock owned of record by
him.
Lizette Mejia does not have 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.
10
<PAGE>
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 Caroline de La Fontaine
Pratt; and Managing Partner of the MEP Partnership and the CLP Partnership, 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.
11
<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
MEP FAMILY PARTNERSHIP
/s/ Jack E. Pratt
------------------
By: Jack E. Pratt
Managing Partner
CLP FAMILY PARTNERSHIP
/s/ Jack E. Pratt
------------------
By: Jack E. Pratt
Managing Partner
12
<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 Hollywood 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
MEP FAMILY PARTNERSHIP
/s/ Jack E. Pratt
-------------------------------------
By: Jack E. Pratt
Managing Partner
CLP FAMILY PARTNERSHIP
/s/ Jack E. Pratt
-------------------------------------
By: Jack E. Pratt
Managing Partner
<PAGE>
EXHIBIT 7.2
DATED AS OF DECEMBER 29, 1998
HOLLYWOOD 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 Hollywood 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, Proxy, Jack E. Pratt, Sr., is an adult individual residing at 5055
Park Lane, Dallas, Texas 75220; and,
WHEREAS, Each 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 Shareholders may now have, or may during
the Term of this Agreement acquire, all with respect to the Stock owned by such
Shareholder.
<PAGE>
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 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.
2
<PAGE>
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 any 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.
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 or (iii) 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
3
<PAGE>
TO PROXY: Jack E. Pratt, Sr.
---------
5055 Park Lane
Dallas, Texas 75220
WITH COPIES TO: General Counsel
---------------
Hollywood Casino Corporation
Two Galleria Tower, Suite 2200
13455 Noel Road, LB 48
Dallas, Texas 75240
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.
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.
4
<PAGE>
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 - 539,816 shares of the Class A common stock of
Hollywood Casino Corporation
2. John R. Pratt - 539,816 shares of the Class A common stock of Hollywood
Casino Corporation
6
