<PAGE>1
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report: June 23, 1995
TRUMP'S CASTLE FUNDING, INC.
TRUMP'S CASTLE ASSOCIATES
--------------------------------
(Exact Name of Registrant as specified in its Charter)
New Jersey 11-2739203
New Jersey 1-9029 22-2608466
--------------- ---------- ----------------
(State or other (Commission File No.) (I.R.S. Employer
jurisdiction of Identification No.)
corporation)
Huron Avenue &
Brigantine Boulevard
Atlantic City, New Jersey 08401
- ------------------------------- -----------
(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code: (609) 340-5191
N/A
-------------------------------------------------------------
(Former name or former address, if changed since last report)
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<PAGE>2
Item 5. OTHER EVENTS.
On June 23, 1995, Trump's Castle Associates (the "Partnership")
entered into an Option Agreement with Hamilton Partners, L.P. ("Hamilton")
which grants the Partnership an option (the "Option") to acquire the Trump's
Castle Funding, Inc. Increasing Rate Subordinated Pay-in-Kind Notes due 2005
owned by Hamilton (the "PIK Notes") on the date the Option is exercised.
Hamilton has represented to the Partnership that it is the owner of at least
92% of the principal amount of the PIK Notes and has agreed that upon exercise
of the Option it will deliver at least 92% of the aggregate principal amount
of PIK Notes outstanding.
The Option, which is initially scheduled to expire on December 12,
1995, may be extended until June 21, 1996, and is exercisable at a price equal
to 60% of the aggregate principal amount and accrued interest of the PIK Notes
delivered upon exercise of the Option, plus an additional 40% of the principal
amount of PIK Notes issued after the date of the Option Agreement and
delivered upon exercise of the Option. Pursuant to the terms of the Option
Agreement, upon the occurrence of certain events within 18 months of the time
the Option is exercised, the Partnership will make an additional payment to
Hamilton of up to 40% of the principal amount of the PIK Notes that were
acquired at 60% of their principal amount.
The Partnership also made certain other announcements on June 26,
1995 which are set forth in a press release which is filed as an exhibit to
this Report.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired: None
(b) Pro Forma Financial Information: None
(c) Exhibits:
1. Option Agreement, dated as of June 23, 1995,
between Trump's Castle Associates and Hamilton
Partners, L.P.
2. Press Release, dated June 26, 1995.
<PAGE>3
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act, of 1934,
the registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized, this 27th day of June, 1995.
TRUMP'S CASTLE ASSOCIATES
By:/s/ Donald J. Trump
------------------------
Donald J. Trump
Managing General Partner
TRUMP'S CASTLE FUNDING, INC.
By:/s/ Donald J. Trump
------------------------
Donald J. Trump
Chairman of the Board of
Directors
<PAGE>1
EXHIBIT 1
NEWS RELEASE
FROM: The Marcus Group, Inc. CONTACT: Alan C. Marcus
500 Plaza Drive (201) 902-9000
Secaucus, NJ 07096-3309
RE: Trump Castle Associates
Huron Avenue
Atlantic City, NJ 08401
For Immediate Release: June 26, 1995
TRUMP CASTLE ASSOCIATES AND HAMILTON PARTNERS ANNOUNCE BOND PURCHASE AGREEMENT
NEW YORK -- Trump Castle Associates and Hamilton Partners, L.P. announced
an agreement was executed on Friday, June 23, which grants Trump Castle
Associates a one-year option to acquire Hamilton's 13.875% PIK notes due
November 15, 2005 of Trump's Castle Funding, Inc. at 60% of par.
The Trump Castle PIK notes have a current accrued value of approximately
$58 million. Trump Castle's option price is approximately $34 million.
Hamilton Partners is the owner of over 90% of the current accrued value of the
Castle PIK notes.
According to the option agreement, if Trump's Castle is sold within 18
months of the time the option is exercised, Trump Castle Associates will make
an additional payment to Hamilton of 40% of the principal amount of the PIK
notes, or Trump Castle Associates will be required to pay for the bonds.
Donald J. Trump, chairman and holder of all the equity interest in Trump
Castle, stated Trump Castle Associates has no intention of selling the Castle.
On Thursday, June 22, the New Jersey Casino Control Commission issued
Trump Castle Associates a four-year casino license renewal. This renewal was
the first four-year casino license renewal issued by the Commission since the
December 1994 amendments to the Casino Control Act.
Trump's Castle also announced it has retained Donaldson, Lufkin &
Jenrette and Rothschild Inc. as financial advisors.
Temp 4941
<PAGE>1
EXHIBIT 2
[CONFORMED]
OPTION AGREEMENT
THIS OPTION AGREEMENT (the "Agreement") dated as of
June 23, 1995, between Hamilton Partners, L.P., a Bermuda lim-
ited partnership ("Hamilton"), and Trump's Castle Associates, a
New Jersey general partnership ("Trump"),
W I T N E S S E T H:
WHEREAS, Trump wishes to obtain an option to purchase
certain of the Increasing Rate Subordinated Pay-in-Kind Notes
due November 15, 2005 (the "Notes") of Trump's Castle Funding,
Inc. (the "Issuer") and Hamilton is willing to grant such an
option;
NOW, THEREFORE, in consideration of the foregoing and
the mutual promises contained herein, the parties hereto agree
as follows:
Section 1. GRANT OF OPTION. For and in considera-
tion of the sum of $1,000,000.00 in cash (the "Option Payment")
to be paid by Trump by wire transfer in immediately available
funds, to the account designated on Schedule 1 attached hereto,
Hamilton hereby grants to Trump the right and option (the
"Option") to purchase from Hamilton on the Closing Date (as
<PAGE>2
defined in Section 2 below) all but not less than all of the
Notes outstanding on the Closing Date and owned on the Closing
Date by Hamilton or an entity controlled by Hamilton (the
"Option Notes"), all against payment of the Exercise Price (as
defined in Section 4 below). Nothwithstanding the foregoing,
to the extent that Hamilton is unable, after making
commericially reasonable efforts, to deliver, pursuant to
Section 4, to Trump all or part of the Option Notes owned by
Hamilton or an entity controlled by Hamilton, the amount of
Option Notes subject to the Option and to be delivered to Trump
on the Closing Date pursuant to Section 4 shall be reduced by
the amount of Option Notes that cannot be so delivered (and
such Notes which cannot be so delivered shall in no event con-
stitute Option Notes under this Agreement); PROVIDED, that in
no event shall the amount of Option Notes delivered on the
Closing Date pursuant to Section 4 be less than 92.0% of the
aggregate of the Notes outstanding on the date hereof and any
Notes paid as interest thereon since the date hereof. Trump
shall use its best efforts to pay the Option Payment by 3:00
p.m., New York City time, on the date hereof. If the Option
Payment to be paid by Trump in the manner set forth above is
not received by Hamilton by the first business day subsequent
to the date hereof, the Option shall be terminated, this Agree-
ment shall have no force and effect and the parties hereto
shall have no rights or obligations hereunder except that
<PAGE>3
Sections 7, 10, 12, 13, 14 and 15 shall survive and continue in
full force and effect.
Section 2. EXERCISE OF OPTION. The Option may be
exercised by Trump's delivery of written notice (the "Exercise
Notice") to Hamilton (in the manner hereinafter provided), at
any time at or before 5:00 p.m., New York City time, on the
date that is five business days prior to the Closing Date,
specifying its (or its permitted assignee's) intention to exer-
cise the Option and specifying the business day on which the
closing hereunder shall occur (the "Closing Date"). The Clos-
ing Date specified in the Exercise Notice shall not be later
than the Final Closing Date (as defined in Section 5 below).
Subject to the conditions set forth in Section 3(b), such writ-
ten notice from Trump shall be irrevocable and shall obligate
Trump to deliver on the Closing Date payment in the amount of
the Exercise Price as set forth herein and to accept delivery
of the Option Notes as set forth herein. No later than two
business days prior to the Closing Date, Hamilton shall provide
Trump with a written notice specifying the amount of Option
Notes. In the event that (a) a Triggering Transaction (as
defined in Section 4 below) occurs prior to the Closing Date or
(b) the Exercise Notice is not received by Hamilton on or prior
to 5:00 p.m., New York City time, on the date that is five
business days prior to the Final Closing Date, or (c) a
<PAGE>4
Bankruptcy Event (as defined in Section 6 below) occurs, then
the Option will expire (x) in the case of clause (a) upon the
occurrence of the Triggering Event, (y) in the case of
clause (b) upon the Final Closing Date and (z) in the case of
clause (c) upon the occurrence of such Bankruptcy Event (unless
such Bankruptcy Event is the filing of an involuntary case or
proceeding against Trump or the Issuer that is not stayed
within 30 days of such filing, in which case, upon such 30th
day), or, in each case, at such later time as Hamilton in its
sole discretion determines (the "Expiration Date"), this Agree-
ment shall have no further force and effect and the parties
hereto shall have no rights or obligations hereunder, except
that Sections 7, 10, 12, 13, 14 and 15 shall survive and con-
tinue in full force and effect.
Section 3. CONDITIONS. (a) The obligations of
Hamilton hereunder shall be subject to the performance by Trump
of its obligations hereunder and to:
(i) compliance with any applicable law, rule or reg-
ulation (including, without limitation, gaming laws, rules and
regulations) and compliance with any judgment, order or decree
of any government, governmental instrumentality or court having
jurisdiction over any party hereto;
<PAGE>5
(ii) to the extent the Option Notes are held in
trust (the "Trust") pursuant to the Trust Agreement dated Feb-
ruary 24, 1995 between Hamilton and Morris Pashman, as trustee,
for the benefit of Hamilton, acceptance by the trustee under
the Trust of Hamilton's direction that the Trust authorize the
sale of such Option Notes;
(iii) Hamilton being reasonably satisfied that con-
temporaneously with the sale and transfer of the Option Notes
to Trump, such Option Notes will be retired by the Issuer; and
(iv) the continued truth and accuracy on and as of
the Closing Date of the representations and warranties of
Trump.
(b) Upon exercise of the Option, the obligations of
Trump to purchase the Option Notes hereunder shall be subject
to:
(i) compliance with any applicable law, rule or reg-
ulation (including, without limitation, gaming laws, rules and
regulations) and compliance with any judgment, order or decree
of any government, governmental instrumentality or court having
jurisdiction over any party hereto;
(ii) receipt of any governmental or third-party con-
sents necessary to consummate the exercise of the Option,
<PAGE>6
including any consents under debt instruments to which Trump or
any of its affiliates is a party where failure to obtain such
consents would result in a default under such debt instruments;
(iii) compliance by Hamilton with its obligation to
provide to Trump, no later than two business days prior to the
Closing Date, a written notice specifying the amount of Option
Notes; and
(iv) the continued truth and accuracy on and as of
the Closing Date of the representations and warranties of
Hamilton.
(c) In the event Trump exercises the Option, and
Hamilton is not obligated to perform hereunder by virtue
of the failure of any of the conditions set forth in Sec-
tion 3(a)(ii) and, to the extent such compliance relates
to Hamilton, Section 3(a)(i), then, Hamilton shall refund
the Option Payment and any Additional Option Payment (as
defined in Section 5 below), in each case, with interest
from the date of such payment at the prime rate, to Trump.
Section 4. TRANSFER OF NOTES; EXERCISE PRICE.
(a) Upon exercise of the Option in accordance with Section 2
and subject to Section 3, Hamilton (or a person delivering
Option Notes on behalf of Hamilton) shall on the Closing Date
sell and transfer to Trump (subject to payment therefor as set
<PAGE>7
forth herein), free and clear of any adverse interests or
claims, the Option Notes against payment to Hamilton or its
designee of the Exercise Price, and shall deliver to Trump the
certificates evidencing the Option Notes, duly endorsed for
transfer to Trump or its designated purchaser or accompanied by
duly executed bond powers, and accompanied by any applicable
transfer tax stamps; PROVIDED that if any of the Notes are in
"book entry" form, delivery of such Notes shall be made by
delivery of irrevocable instructions to the depository to
transfer such Notes in accordance with instructions from Trump.
(b) Against delivery of the Option Notes and in full
payment therefor, Trump shall deliver to Hamilton, no later
than 1:00 p.m., New York City time, on the Closing Date, by
wire transfer in immediately available funds an amount equal to
the sum of (i) 60.0% of the aggregate principal amount of all
Option Notes delivered to Trump pursuant to the terms hereof
plus (ii) 60.0% of the aggregate principal amount of any
accrued but unpaid interest on such Option Notes PLUS (iii) an
additional 40.0% of the aggregate principal amount of the
Option Notes delivered to Trump pursuant to the terms hereof
that are outstanding on the Closing Date but are not outstand-
ing on the date hereof (the sum of clauses (i), (ii) and (iii)
of this Section 4(b) being referred to herein as the "Exercise
Price").
<PAGE>8
(c) If, within eighteen months of the Closing Date,
the Issuer or all or substantially all of its assets are sold
(by sale, merger or otherwise) or other transactions or events
take place which, pursuant to the terms of the Notes and the
indenture governing the Notes on the date hereof (the "Inden-
ture"), each as in effect on the date hereof, require or would
require redemption of the Notes (were they then outstanding) at
an amount equal to or greater than the aggregate principal
amount thereof under the Indenture (each such sale or other
transaction or event, a "Triggering Transaction"), Trump shall
make additional payments to Hamilton, until the aggregate of
such additional payments is equal to 40% of the aggregate prin-
cipal amount of the Notes that are outstanding on the date
hereof which were delivered to Trump pursuant to the terms
hereof on exercise of the Option, as follows:
(i) In the case of Triggering Transactions which
require or would have required a redemption pursuant to
Section 11.11 of the Indenture, an amount (each, a "Section 11
Amount") equal to the amount which would have been required to
be applied to a redemption of Notes pursuant to Section 11.11
of the Indenture, multiplied by a fraction, the numerator of
which is the principal amount of Option Notes delivered by
Hamilton on the Closing Date, and the denominator of which is
<PAGE>9
the outstanding principal amount of the Notes on the Closing
Date; and
(ii) In the case of all other Triggering Transac-
tions, an amount equal to the excess of (x) 40% of the aggre-
gate principal amount of the Notes that are outstanding on the
date hereof which were delivered to Trump pursuant to the terms
hereof on exercise of the Option over (y) the aggregate of all
Section 11 Amounts previously paid pursuant hereto.
Trump shall make such payments whether or not the
Indenture is still in effect or any Notes are still outstanding
at the time of any Triggering Transactions. Such payments
shall be made by Trump, to an account designated by Hamilton,
by wire transfer in immediately available funds on the date of
each such Triggering Transaction. Notwithstanding the fore-
going, the merger of the Issuer or Trump with or into, or the
sale of all or substantially all of the assets of the Issuer or
Trump to, Trump Hotels & Casino Resorts, Inc., Trump Hotels &
Casino Resorts Holdings, L.P., or a subsidiary thereof (pro-
vided that Trump Hotels & Casino Resorts, Inc. or Trump Hotels
& Casino Resorts Holdings, L.P. shall own at least 80% of the
outstanding capital stock of such subsidiary) shall be deemed
not to be a Triggering Transaction if such transaction does not
effectively transfer control of the Issuer or its assets to a
person that is not an affiliate of Trump (a "Non-Triggering
<PAGE>10
Merger"). A transaction or other event that would have been a
Triggering Transaction but for the consummation of a
Non-Triggering Merger shall be deemed to be a Triggering Trans-
action for purposes of this Agreement.
Section 5. CLOSING DATE. (a) Unless extended pursu-
ant to paragraph (b) of this Section 5, the Final Closing Date
shall be no later than December 12, 1995.
(b) Upon notice to Hamilton, the last date on which
the Closing Date may occur (the "Final Closing Date") may be
extended to the date set forth below as the Revised Final Clos-
ing Date, at the option of Trump, by Trump's delivery to
Hamilton, no later than 1:00 p.m., New York City time, on the
business day immediately preceding the Final Closing Date then
in effect, by wire transfer in immediately available funds of
the amount set forth below as the Additional Option Payment
(the "Additional Option Payment"):
ADDITIONAL REVISED FINAL
EXTENSION DATE OPTION PAYMENT CLOSING DATE
December 11, 1995 $100,000 January 16, 1996
January 15, 1996 $100,000 February 15, 1996
February 14, 1996 $150,000 March 19, 1996
March 18, 1996 $150,000 April 19, 1996
April 18, 1996 $200,000 May 20, 1996
May 17, 1996 $200,000 June 21, 1996
Section 6. STAND ASIDE. From the date hereof
through and including the earlier of (a) the Closing Date (or,
<PAGE>11
if negotiations with respect to an exchange, consent or similar
transaction continue beyond the Closing Date, the date that is
ten days after the Closing Date) and (b) the Expiration Date,
Hamilton shall not participate in any negotiations involving
holders of Trump's Castle Funding, Inc.'s First Mortgage Notes
due 2003 (the "First Mortgage Notes") and shall participate
with respect to any First Mortgage Notes directly or indirectly
owned or controlled by it at the exchange, consent or record
date, if any, in any exchange, consent or similar transaction
agreed to by a majority of other holders of First Mortgage
Notes. Notwithstanding the foregoing, Hamilton shall have no
obligations under this Section 6 (and the preceding sentence
shall have no force or effect) (a) if Trump does not support
Hamilton as set forth in Section 7 below or (b) in the event
that (i) the Issuer becomes insolvent, (ii) any case or pro-
ceeding is commenced or order entered under any state or fed-
eral bankruptcy law by or against Trump or the Issuer, (iii) a
receiver, trustee, assignee, liquidator, sequestrator or simi-
lar official is appointed for the Issuer or for all or substan-
tially all of its property or (iv) the Issuer makes a general
assignment for the benefit of its creditors (any such event
under this clause (b), a "Bankruptcy Event").
Section 7. QUALIFICATION PROCEEDINGS. Trump shall
raise no objection to Hamilton's acquisition or holding of the
<PAGE>11
Notes, either before the New Jersey Casino Control Commission
(the "Commission") or any other regulatory body, government
instrumentality or court having jurisdiction over Hamilton, and
upon request of Hamilton, shall support Hamilton in any pro-
ceeding for Hamilton's qualification as a financial source
before the Commission. Nothing contained in this Section 7 is
intended, or shall be construed, to affect or impair the obli-
gations of Trump and its affiliates pursuant to applicable law,
including, but not limited to, the New Jersey Casino Control
Act and the rules and regulations promulgated thereunder, or to
limit the ability of Trump or any of its affiliates to respond
in good faith to inquiries or requirements of the Commission or
the New Jersey Division of Gaming Enforcement. This paragraph
shall survive any termination or expiration of this Agreement.
Section 8. NOTICES. All notices hereunder shall be
in writing, shall be deemed delivered on the date received and
shall be either delivered in person, by overnight courier or by
facsimile, and, unless notification is given as to a different
address or facsimile number, shall be addressed as follows:
(i) If to Hamilton, to:
Hamilton Partners, L.P.
Par-la-Ville Road
Hamilton HM11
Bermuda
Attention: Thomas F. Dailey
Facsimile No.: 809-299-7408
<PAGE>12
with a copy to:
Cahill Gordon & Reindel
80 Pine Street
New York, New York 10005
Attention: John P. Mitchell
Facsimile No.: 212-269-5420
(ii) If to Trump, to:
Trump's Castle Associates
725 Fifth Avenue
New York, New York 10023
Attention: Chief Executive Officer
Facsimile No.: 212-935-0141
with a copy to:
Willkie Farr & Gallagher
153 East 53rd Street
New York, New York 10022
Attention: Jack H. Nusbaum
Facsimile No.: 212-821-8111
Section 9. ASSIGNMENT. Except in the case of a
transfer or assignment by Trump to one of its affiliates, the
rights and obligations under this Agreement of any party hereto
may not be transferred or assigned without the prior written
consent of the other party hereto, which consent shall not be
unreasonably withheld. Notwithstanding the foregoing, no such
transfer or assignment shall relieve either Hamilton or Trump
of its obligations hereunder.
Section 10. TRANSFER TAXES; EXPENSES. Each party
hereto shall pay its own expenses incurred in connection with
this Agreement and the consummation of the transactions contem-
plated hereby. Notwithstanding the foregoing, Trump will pay
<PAGE>13
the cost of all transfer taxes, if any, payable upon the sale
and transfer of the Option Notes pursuant to this Agreement.
Section 11. REPRESENTATIONS AND WARRANTIES.
(a) Hamilton represents and warrants (both as of the
date of this Agreement and as of the Closing Date) to Trump as
follows: Hamilton is an entity duly organized, validly exist-
ing and in good standing under the laws of the jurisdiction of
its formation, with full power and authority to execute and
deliver this Agreement and to perform its obligations hereun-
der. The execution, delivery and performance of this Agreement
have been duly authorized by all necessary action of Hamilton
and this Agreement constitutes a valid and binding obligation
of Hamilton enforceable against Hamilton in accordance with its
terms. On and as of the Closing Date, Hamilton, or the person
delivering Option Notes on behalf of Hamilton, is the lawful
owner of the Option Notes delivered by it, free and clear of
any adverse interests or claims. Hamilton, together with the
Trust, beneficially owns at least 92.0% of the Notes outstand-
ing on the date hereof.
(b) Trump represents and warrants (both as of the
date of this Agreement and as of the Closing Date) to Hamilton
as follows: Trump is an entity duly organized, validly exist-
ing and in good standing under the laws of the jurisdiction of
<PAGE>14
its formation, with full power and authority to execute and
deliver this Agreement and to perform its obligations hereun-
der. The execution, delivery and performance of this Agreement
have been duly authorized by all necessary action of Trump and
this Agreement constitutes a valid and binding obligation of
Trump enforceable against Trump in accordance with its terms.
Section 12. AMENDMENTS. This Agreement may not be
in any way modified, amended, terminated, extended or dis-
charged except by a written instrument signed by each of Trump
and Hamilton.
Section 13. SPECIFIC PERFORMANCE. The parties
acknowledge that the subject matter of this Agreement is unique
and that no adequate remedy of law would be available for
breach of this Agreement by either party hereto. Accordingly,
each party hereto agrees that the other party hereto shall be
entitled to an appropriate decree of specific performance or
other equitable remedies to enforce this Agreement, and each
party hereto waives the defense in any action or proceeding
brought to enforce this Agreement that there exists an adequate
remedy at law.
Section 14. GOVERNING LAW; JURISDICTION. THIS
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE
<PAGE>15
CONFLICTS OF LAW PRINCIPLES THEREOF. ANY RIGHT TO TRIAL BY
JURY WITH RESPECT TO ANY CLAIM OR ACTION ARISING OUT OF THIS
AGREEMENT OR CONDUCT IN CONNECTION WITH THIS AGREEMENT IS
HEREBY WAIVED. EACH PARTY HERETO HEREBY SUBMITS TO THE EXCLU-
SIVE JURISDICTION OF THE FEDERAL AND NEW YORK STATE COURTS
LOCATED IN THE COUNTY OF NEW YORK, NEW YORK IN CONNECTION WITH
ANY DISPUTE RELATED TO THIS AGREEMENT OR ANY OF THE MATTERS
CONTEMPLATED HEREBY.
Section 15. MISCELLANEOUS. This Agreement may be
executed in counterparts, all of which together shall be con-
sidered a single instrument. This Agreement constitutes the
entire agreement between the parties with respect to the sub-
ject matter hereof, supersedes all prior agreements and under-
standings, both written and oral, between the parties hereto
with respect to the subject matter hereof. The provisions
hereof shall inure to the benefit of and be binding upon the
successors and permitted assignees, if any, of Hamilton and
Trump.
<PAGE>16
IN WITNESS WHEREOF, the parties hereto have duly exe-
cuted this Agreement as of the date and year first above
written.
TRUMP'S CASTLE ASSOCIATES
By:/s/ Donald J. Trump
Name: Donald J. Trump
Title: General Partner
HAMILTON PARTNERS, L.P. BY
SECURITIES TRADING LTD, G.P.
By:/s/ Thomas F. Dailey
Name: Thomas F. Dailey
Title: President
