SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3
Rule 13e-3 Transaction Statement
(Pursuant to Section 13(e) of the
Securities and Exchange Act of 1934)
Amendment No. 5
TC/GP, Inc.
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(Name of the Issuer)
TC/GP, INC.
and
TRUMP'S CASTLE ASSOCIATES
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(Name of Persons Filing Statement)
Common Stock, $.01 par value
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(Title of Class of Securities)
872284104
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(CUSIP Number of Class of Securities)
MR. NICHOLAS L. RIBIS
c/o The Trump Organization
725 Fifth Avenue
New York, New York 10022
(212) 832-2000
(Name, Address and Telephone Number of Person
Authorized to Receive Notice and Communications
on Behalf of Persons Filing Statement)
This statement is filed in connection with (check the
appropriate box):
a. [X] The filing of solicitation materials or an information
statement subject to Regulation 14A [ 17 CFR 240.14a-1
to 240.14a-103], Regulation 14C [ 17 CFR 240.14c-1 to
240.14c-101] or Rule 13e-3(c) [ss 240.13e(c)] under the
Securities Exchange Act of 1934.
b. [X] The filing of a registration statement under the
Securities Act of 1933.
c. [ ] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or in-
formation statement referred to in checking box (a) are
preliminary copies: [ ].
(2)
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This Rule 13e-3 Transaction Statement (Amendment No. 5)
is being filed by TC/GP, Inc. and Trump's Castle Associates in
connection with the completion of the refinancing plan of Trump's
Castle Associates, which included an exchange offer for the
Trump's Castle Funding, Inc. 9-1/2% Mortgage Bonds due 1998 and
the merger of Trump's Castle Holding, Inc., a wholly owned
subsidiary of Trump's Castle Associates, with and into TC/GP.
Capitalized terms used herein and not otherwise defined shall
have the meanings set forth in Exhibit D-1 to Amendment No. 4 to
this Rule 13e-3 Transaction Statement.
At the Special Meeting of Shareholders, held on
Wednesday, December 29, 1993, 261,463 Shares (representing 77.87%
of the outstanding Shares) were voted in favor of the Merger, 198
Shares were voted against, and 0 Shares abstained from voting.
Following the Special Meeting of Shareholders, a Certificate of
Merger was filed on behalf of TC/GP and Holding with the
Secretary of State of the State of Delaware and the Merger was
effective as of 10 a.m. on Thursday, December 30, 1993.
Item 17. Material To Be Filed As Exhibits
Item 17 is hereby supplemented as follows:
Exhibits
A-1 Second Amended and Restated Partnership Agreement of
the Partnership
A-2 Indenture, among Funding, as issuer, the Partnership,
as guarantor, and the Mortgage Note Trustee, as
trustee.
A-3 Indenture of Mortgage between the Partnership, as
Mortgagor, and Funding, as Mortgagee.
A-4 Guarantee Mortgage.
A-5 Assignment Agreement between Funding and the Mortgage
Note Trustee.
A-6 Partnership Note.
A-7 Indenture between Funding, as issuer, the Partnership,
as guarantor, and the PIK Note Trustee, as trustee.
A-8 Pledge Agreement between Funding and the PIK Note
Trustee.
(3)
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A-9 Subordinated Partnership Note.
A-10 Note Purchase Agreement for 11-1/2% Series A Senior
Secured Notes of the Partnership due 1999 (supersedes
Exhibit A-2 previously filed with Amendment No. 2 to
this Rule 13e-3 Transaction Statement).
A-11 Indenture, among Funding, as issuer, the Partnership,
as guarantor, and the Senior Secured Note Trustee, as
trustee (supersedes Exhibit A-3 previously filed with
Amendment No. 2 to this Rule 13e-3 Transaction
Statement).
A-12 Indenture of Mortgage and Security Agreement between
the Partnership, as mortgagor/debtor, and Funding as
mortgagee/secured party (Senior Note Mortgage)
(supersedes Exhibit A-4 previously filed with Amendment
No. 2 to this Rule 13e-3 Transaction Statement).
A-13 Indenture of Mortgage and Security Agreement between
the Partnership as mortgagor/debtor and the Senior Note
Trustee as mortgagee/secured party (Senior Guarantee
Mortgage).
A-14 Assignment Agreement between Funding, as assignor, and
the Senior Note Trustee, as assignee (Senior Assignment
Agreement).
A-15 Senior Partnership Note.
A-16 Registration Rights Agreement by and among the
Partnership and certain purchasers (supersedes Exhibit
A-5 previously filed with Amendment No. 2 to this Rule
13e-3 Transaction Statement).
A-17 Amended and Restated Nominee Agreement.
A-18 Amendment to Bond Indenture.
(4)
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SIGNATURE
After due 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.
Dated: January 6, 1994
TRUMP'S CASTLE ASSOCIATES
By: JOHN P. BURKE
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Name: John P. Burke
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Title: Vice President
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(5)
<PAGE>
SIGNATURE
After due 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.
Dated: January 6, 1994
TC/GP, INC.
By: JOHN P. BURKE
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Name: John P. Burke
----------------------
Title: Vice President
----------------------
(6)
<PAGE>
EXHIBIT INDEX
Exhibit No. Exhibit Page
A-1 Second Amended and Restated Partnership
Agreement of the Partnership
A-2 Indenture, among Funding, as issuer, the
Partnership, as guarantor, and the Mortgage
Note Trustee, as trustee.
A-3 Indenture of Mortgage between the
Partnership, as Mortgagor, and Funding, as
Mortgagee.
A-4 Guarantee Mortgage.
A-5 Assignment Agreement between Funding and the
Mortgage Note Trustee.
A-6 Partnership Note.
A-7 Indenture between Funding, as issuer, the
Partnership, as guarantor, and the PIK Note
Trustee, as trustee.
A-8 Pledge Agreement between Funding and the PIK
Note Trustee.
A-9 Subordinated Partnership Note.
A-10 Note Purchase Agreement for 11-1/2% Series A
Senior Secured Notes of the Partnership due
1999.
A-11 Indenture, among Funding, as issuer, the
Partnership, as guarantor, and the Senior
Secured Note Trustee, as trustee.
A-12 Indenture of Mortgage and Security Agreement
between the Partnership, as mortgagor/debtor,
and Funding as mortgagee/secured party
(Senior Note Mortgage).
(7)
<PAGE>
Exhibit No. Exhibit Page
- ----------- --------- ------
A-13 Indenture of Mortgage and Security Agreement
between the Partnership as mortgagor/debtor
and the Senior Note Trustee as
mortgagee/secured party (Senior Guarantee
Mortgage).
A-14 Assignment Agreement between Funding, as
assignor, and the Senior Note Trustee, as
assignee (Senior Assignment Agreement).
A-15 Senior Partnership Note.
A-16 Registration Rights Agreement by and among
the Partnership and certain purchasers.
A-17 Amended and Restated Nominee Agreement.
A-18 Amendment to Bond Indenture.
(8)
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