Mr. Paul D. Debban This is Me

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1. 1. www.crmz.com

   www.crmz.com/Report/ReportPrev - [Cached]

   Published on: 7/1/2007   Last Visited: 7/1/2007

   Paul D. Debban
   Chairman of the Board, President
   JCC Holding Co.

2. 2. www.sec.gov

   www.sec.gov/Archives/edgar/dat - [Cached]

   Published on: 11/13/2002   Last Visited: 11/15/2002

   Until July 2, 2002, the Special Committee consisted of Rudy J. Cerone, Paul D. Debban, Chris Lowden and Preston T. Smart.
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   Smart and Debban, have entered into separation agreements with JCC and Harrah's Operating Company that would become effective upon the completion of the proposed merger.
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   Smart and Debban will resign from all positions with JCC and its subsidiaries; (ii) Messrs.
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   Smart and Debban will each receive a severance payment from JCC of $200,000; (iii) Harrah's Operating Company will recognize each of Messrs.
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   Smart and Debban as the owner of an option to acquire 309,531 shares of JCC common stock that will be exchanged in the merger for a cash payment equal to $2,271,957 based on an exercise price of $3.20 per share, a matter that was contested in the litigation regarding alleged fiduciary breaches; and (iv) Harrah's Operating Company will use its best efforts to cause the claims against Messrs.
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   Debban and Smart in the derivative litigation pending with respect to alleged breaches of fiduciary duty in connection with the compensation committee's authorization of Messrs.
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   Debban's and Smart's employment agreements and stock option grants to be dismissed within five business days of the closing of the merger.
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   the absence of any breach under the separation agreements with Paul Debban and Preston Smart; and
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   Debban and Smart, two directors of JCC, beneficially own approximately 27% of the total outstanding shares of JCC common stock that are not held by Harrah's Operating Company and its affiliates.
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   Mr. Debban, a director and an executive officer of JCC, has agreed to vote 302,433 shares, which constitutes all of the outstanding shares he beneficially owns, in favor of adopting and approving the merger agreement and the merger.
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   Mr. Debban, who beneficially owns 302,433 shares of outstanding JCC common stock as of the record date, and Mr. Smart, who beneficially owns 947,844 shares of outstanding JCC common stock as of the record date, representing a combined voting power of 27% of the non-Harrah's Operating Company shares of JCC common stock, have agreed to vote all of their shares in favor of adopting the merger agreement and the approving merger.
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   Debban and Smart.
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   Debban and Smart's employment agreements and stock option grants.
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   Harrah's Entertainment, met in Los Angeles, California with Paul D. Debban, a JCC director and the President of JCC.
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   Mr. Debban, without consulting the JCC board or an investment banker, said that it was his view that the Harrah's entities should consider a transaction with JCC for between $17 and $20 per share. The discussions were preliminary in nature, and the participants did not discuss specific terms of any potential transaction.
   
   Following the meeting with Messrs. Satre and Atwood, Mr. Debban arranged a conference call on March 4, 2002, for Mr. Debban, Preston Smart, Christopher Lowden and Rudy Cerone, four of the seven members of the board of directors and all of the Non-Harrah's Nominated Directors.
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   During the telephonic meeting, Mr. Debban informed the participants that Harrah's Entertainment had expressed an interest in acquiring the equity interests in JCC that it did not own. The participants discussed Mr. Debban's conversations with Harrah's Entertainment and their duties as directors. The participants also discussed that, prior to any formal discussions between JCC and Harrah's Entertainment, the JCC board of directors should, with the advice of counsel, form an appropriate special committee of the board of directors. The participants also discussed that any such special committee should be delegated the authority to negotiate any proposed transaction with Harrah's Entertainment. The participants unanimously agreed to recommend the formation of a special committee to the full board of directors and the retention by that committee of its own legal counsel and financial advisor.
   
   On March 5 and 6, 2002, Messrs.
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   Debban and Atwood had several telephone conferences to further explore a possible transaction between JCC and Harrah's Entertainment.
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   Debban, Smart, Lowden and Cerone as members of the Special Committee and approved the recommendation by members of the Special Committee of Hunt & Ayres, LLP as legal counsel and Houlihan Lokey Howard & Zukin Capital as the financial advisor to the Special Committee.
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   Smart and Debban recommended Hunt & Ayres based upon the firm's expertise in securities, corporate and merger and acquisition transactions and Mr. Smart's previous experience working with the firm.
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   Mr. Debban also indicated that Houlihan Lokey had provided financial advisory services to the JCC bondholders and other unsecured creditors in the January 2001 bankruptcy, and that Houlihan Lokey had followed the financial performance of JCC since emerging from bankruptcy in March 2001. During the 2001 JCC bankruptcy proceedings, Mr. Debban was chairman of the bondholder's committee.
   
   The Non-Harrah's Nominated Directors also voted to replace Mr. Satre as chairman with Mr. Debban during the March 20, 2002, meeting.
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   Lokey's understanding that, in earlier discussions between Mr. Debban and Mr. Atwood, that Mr. Debban had discussed, without prior consultation with the JCC board or an investment banker, that the Harrah's entities should consider a transaction with JCC between $17 and $20 per share.
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   Lokey's understanding that, in earlier discussions between Mr. Debban and Mr. Atwood, that Mr. Debban had discussed, without prior consultation with the JCC board or an investment banker, that the Harrah's entities should consider a transaction with JCC between $17 and $20 per share.
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   On June 6, 2002, Mr. Debban, in his capacity as chairman of the JCC board of directors and on behalf of the board of directors, sent a notice to Messrs.
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   Debban and Smart.
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   Debban and Smart to resign as employees and directors of JCC.
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   Debban and Smart and their legal counsel.
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   Debban and Smart as employees and directors of JCC.
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   Debban and Smart as employees and directors should also address the litigation regarding Messrs.
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   Debban's and Smart's compensation and stock option grants.
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   Debban and Smart would retain separate legal counsel to negotiate the terms of the voting and separation agreements.
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   Debban and Smart a draft form of stockholder voting agreement, which provided for an agreement by each of Messrs. Debban and Smart to vote in favor of the proposed transaction and against alternative transactions.
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   Debban and Smart a proposed form of separation agreement which provided that, in connection with the merger, each of Messrs. Debban and Smart would resign from their positions as officers and directors of JCC, settle disputes regarding stock option grants and agree to provide a general release to Harrah's Entertainment and JCC.
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   Debban and Smart in the Delaware Court of Chancery to be dismissed within five days of the closing of the merger.
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   Debban, Smart and Lowden.
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   Debban and Smart (a "majority of the minority");
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   Debban and Smart engaged in negotiations regarding the separation and stockholder voting agreements with counsel to Harrah's Entertainment.
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   Debban and Smart communicated his concerns regarding the timing of the termination of their employment in addition to the timing of the payment of the severance benefits.
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   Debban and
   
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   Debban and Smart in the event that the merger was not completed.
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   Debban and Smart engaged in further negotiations regarding the voting and separation and stockholder voting agreements with counsel to Harrah's Entertainment.
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   Debban and Smart would resign from their positions as officers and directors of JCC at the effective time of the merger rather than at the time of execution of the separation agreements and provided that the severance payments would be paid upon such resignation rather than over a two-year period following such resignation.
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   Debban and Smart in the event that the merger was not completed.
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   Debban and Smart and counsel to Harrah's Entertainment agreed that with the proposed revisions, the documents were in a form that the respective parties would agree to sign.
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   Debban and Smart, with Messrs.
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   Debban and Smart abstaining from this vote.
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   Debban a

3. 3. www.sec.gov

   www.sec.gov/Archives/edgar/dat - [Cached]

   Published on: 10/8/2002   Last Visited: 10/10/2002

   Until July 2, 2002, the Special Committee consisted of Rudy J. Cerone, Paul D. Debban, Chris Lowden and Preston T. Smart.
   ...
   Smart and Debban, have entered into separation agreements with Harrah's Operating Company that would become effective upon the completion of the proposed merger.
   ...
   Smart and Debban will resign from all positions with JCC and its subsidiaries; (ii) Messrs.
   ...
   Smart and Debban will each receive a severance payment from JCC of $200,000; (iii) Harrah's Operating Company will recognize each of Messrs.
   ...
   Smart and Debban as the owner of an option to acquire 309,531 shares of JCC common stock at a price of $3.20 per share, a matter that was contested in the litigation regarding alleged fiduciary breaches; and (iv) Harrah's Operating Company will
   ...
   Debban and Smart in the litigation pending with respect to alleged breaches of fiduciary duty to be dismissed within five days of the closing of the merger.
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   absence of any breach under the separation agreements with Paul Debban and Preston Smart; and
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   Debban and Smart, two directors of JCC, along with certain of affiliates of Mr. Smart, collectively hold 27% of the outstanding shares of JCC common stock that are not held by Harrah's Operating Company and its affiliates.
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   Mr. Debban, a director and an executive officer of JCC, has agreed to vote 302,433 shares, which constitutes all of the outstanding shares he beneficially owns, in favor of adopting and approving the merger agreement and the merger.
   ...
   Mr. Debban, who beneficially owns 302,433 shares of JCC common stock, and Mr. Smart, who beneficially owns 947,844 shares of JCC common stock, representing a combined voting power of 27% of the non-Harrah's Operating Company shares of JCC common stock, have agreed to vote all of their shares in favor of approving the merger agreement and the merger.
   ...
   Debban and Smart.
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   Debban and Smart's employment agreements and stock option grants.
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   On March 4, 2002, Philip G. Satre, the Chairman and Chief Executive Officer of Harrah's Entertainment and then-Chairman of JCC, and Charles L. Atwood, the Chief Financial Officer of Harrah's Entertainment, met in Los Angeles, California with Paul D. Debban, a JCC director and the President of JCC.
   ...
   Mr. Debban, without consulting the JCC board or an investment banker said that it was his view that the Harrah's entities should consider a transaction with JCC for between $17 and $20 per share. The discussions were preliminary in nature, and the participants did not discuss specific terms of any potential transaction.
   
   Following the meeting with Messrs. Satre and Atwood, Mr. Debban arranged a conference call on March 4, 2002, for Mr. Debban, Preston Smart, Christopher Lowden and Rudy Cerone, four of the seven members of the board of directors and all of the Non-Harrah's Nominated Directors.
   ...
   During the telephonic meeting, Mr. Debban informed the participants that Harrah's Entertainment had expressed an interest in acquiring the equity interests in JCC that it did not own. The participants discussed Mr. Debban's conversations with Harrah's Entertainment and their duties as directors. The participants also discussed that, prior to any formal discussions between JCC and Harrah's Entertainment, the JCC board of directors should, with the advice of counsel, form an appropriate special committee of the board of directors. The participants also discussed that any such special committee should be delegated
   
   21
   
   ...
   Debban and Atwood had several telephone conferences to further explore a possible transaction between JCC and Harrah's Entertainment.
   ...
   Debban, Smart, Lowden and Cerone as members of the Special Committee and approved the recommendation by members of the Special Committee of Hunt & Ayres, LLP as legal counsel and Houlihan Lokey Howard & Zukin Capital as the financial advisor to the Special Committee.
   ...
   Mr. Smart and Mr. Debban recommended Hunt & Ayres based upon the firm's expertise in securities, corporate and merger and acquisition transactions and Mr. Smart's previous experience working with the firm.
   ...
   Mr. Debban also indicated that Houlihan Lokey had provided financial advisory services to the JCC bondholders and other unsecured creditors in the January 2001 bankruptcy, and that Houlihan Lokey had followed the financial performance of JCC since emerging from bankruptcy in March 2001. During the 2001 JCC bankruptcy proceedings, Mr. Debban was chairman of the bondholder's committee.
   
   The Non-Harrah's Nominated Directors also voted to replace Mr. Satre as chairman with Mr. Debban during the March 20, 2002, meeting.
   ...
   Houlihan Lokey indicated to Bear Stearns that it was Houlihan Lokey's understanding that, in earlier discussions between Mr. Debban and Mr. Atwood, that Mr. Debban had discussed, without prior consultation with the JCC board or an investment banker, that the Harrah's entities should consider a transaction with JCC between $17 and $20 per share.
   ...
   Houlihan Lokey indicated to Bear Stearns that it was Houlihan Lokey's understanding that, in earlier discussions between Mr. Debban and Mr. Atwood, that Mr. Debban had discussed, without prior consultation with the JCC board or an investment banker, that the Harrah's entities should consider a transaction with JCC between $17 and $20 per share.
   ...
   On June 6, 2002, Mr. Debban, in his capacity as chairman of the JCC board of directors and on behalf of the board of directors, sent a notice to Messrs.
   ...
   Debban and Smart a draft form of voting agreement, which provided for an agreement by each of Messrs. Debban and Smart to vote in favor of the proposed transaction and against alternative transactions.
   ...
   Debban and Smart a proposed form of separation agreement which provided that, in connection with the merger, each of Messrs. Debban and Smart would resign
   ...
   Debban, Smart and Lowden.
   ...
   Debban and Smart (a "majority of the minority");
   ...
   Debban and Smart engaged in negotiations regarding the separation and voting agreements with counsel to Harrah's Entertainment.
   ...
   Debban and Smart communicated his concerns regarding the timing of the termination of their employment in addition to the timing of the payment of the severance benefits.
   ...
   Debban and Smart communicated his concerns regarding a provision contained in the initial draft of the voting agreement that provided Harrah's Operating Company with an option to purchase the shares of JCC common stock held by each of Messrs.
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   Debban and Smart in the event that the merger was not completed.
   ...
   Debban and Smart engaged in further negotiations regarding the voting and separation agreements with counsel to Harrah's Entertainment.
   ...
   Debban and Smart would resign from their positions as officers and directors of JCC at the effective time of the merger rather than at the time of execution of the separation agreements and provided that the severance payments would be paid upon such resignation rather than over a two year period following such resignation.
   ...
   Debban and Smart in the event that the merger was not completed.
   ...
   Debban and Smart and counsel to Harrah's Entertainment agreed that with the proposed revisions, the documents were in a form that the respective parties would agree to sign.
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   Debban and Smart, with Messrs.
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   Debban and Smart abstaining from this vote.
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   The board of directors is aware that Mr. Debban and Mr. Smart, who led the activities of the Special Committee, are officers of JCC.
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   However, the board has also noted that Mr. Debban and Mr. Smart engaged their own separate counsel to negotiate on their behalf with Harrah's Operating Company the terms of their Separation Agreements and Voting Agreements.
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   Debban and Smart, two of JCC's directors and executive officers and the only of JCC's directors and officers who own JCC's common stock, have agreed to vote in favor of approving the merger agreement and the merger pursuant to their stockholder voting agreements described herein.
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   Stock options have been granted to Preston Smart and Paul D. Debban as part of their employment contracts with JCC.
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   Mr. Debban is the Chairman and President of JCC, and Mr. Smart is President of JCC Development Company, JCC Canal Development, and JCC Fulton Development.
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   Debban and Smart served on the Special Committee.
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   granted to each of Mr. Smart and Mr. Debban purs