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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 (Date of earliest event reported): May 21, 1996
TRUMP'S CASTLE FUNDING, INC.
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(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
<S> <C> <C>
New Jersey 1-9029 11-2739203
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
One Castle Boulevard
Atlantic City, New Jersey 08401
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (609) 340-5191
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TRUMP'S CASTLE ASSOCIATES
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(Exact name of registrant as specified in its charter)
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<CAPTION>
<S> <C> <C>
New Jersey 1-9029 22-2608486
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
One Castle Boulevard
Atlantic City, New Jersey 08401
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (609) 340-5191
</TABLE>
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ITEM 5: Other Events.
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On May 21, 1996, Trump Hotels & Casino Resorts, Inc. ("THCR"), a Delaware
corporation and the general partner of Trump Hotels & Casino Resorts Holdings,
L.P. ("THCR Holdings"), announced that THCR Holdings had exercised an option to
purchase approximately 90% of the Increasing Rate Subordinated Pay-in-Kind Notes
due 2005 of Trump's Castle Funding, Inc. (the "PIK Notes") from an unaffiliated
third party for approximately $38.7 million (the "Purchase Price"), in exchange
for which THCR Holdings received an aggregate of approximately $59.3 million of
PIK Notes. Concurrently with the exercise of the option, THCR Holdings entered
into an agreement with Trump's Castle Associates ("Castle Associates") and
Donald J. Trump ("Trump"), which grants THCR Holdings a six-month exclusive
right to negotiate with Trump and Castle Associates, the owner of Trump's Castle
Casino Resort in Atlantic City, New Jersey ("Trump's Castle"), with respect to
the acquisition of Trump's Castle (the "Transaction"). If an agreement with
respect to the Transaction does not occur within six months, Castle Associates
has the right to repurchase from THCR Holdings, for a period of 90 days (the
"Castle Repurchase Date"), the PIK Notes for an amount in cash equal to the
Purchase Price plus 16% interest thereon (the "Repurchase Price"). In the event
that Castle Associates does not repurchase the PIK Notes, Trump has the right to
purchase from THCR Holdings, for a period of 90 days following the Castle
Repurchase Date, the PIK Notes for an amount in cash equal to the Repurchase
Price calculated to the date of such purchase.
Reference is made to (i) the Agreement, dated as of May 21, 1996, among
Trump, Castle Associates and THCR Holdings and (ii) the news release of THCR,
dated May 21, 1996, attached as Exhibits hereto. Both Exhibits are incorporated
herein by reference.
ITEM 7: Financial Statements and Exhibits.
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(a)-(b): None
(c) Exhibits:
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10.1: Agreement, dated as of May 21, 1996, between Trump, Castle
Associates and THCR Holdings
99.1: News Release of THCR, dated May 21, 1996
2
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, each
registrant has duly caused this Current Report to be signed on its behalf by the
undersigned hereunto duly authorized.
TRUMP'S CASTLE FUNDING, INC..
May 22, 1996 /s/ Robert E. Schaffhauser
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By: Robert E. Schaffhausser
Title: Assistant Treasurer
TRUMP'S CASTLE ASSOCIATES
By: TC/GP, Inc., its general partner
May 22, 1996 /s/ Robert E. Schaffhauser
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By: Robert E. Schaffhausser
Title: Assistant Treasurer
3
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EXHIBIT INDEX
Sequentially
Exhibit No. Description Numbered Page
- ----------- ----------- -------------
10.1 Agreement, dated as of May 21, 1996,
between Donald J. Trump, Trump's
Castle Associates, and Trump Hotels &
Casino Resorts Holdings, L.P.
99.1 News Release of Trump
Hotels & Casino Resorts,
Inc., dated May 21, 1996
4
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EXHIBIT 10.1
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AGREEMENT
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AGREEMENT (this "Agreement"), dated as of May 21, 1996, between Donald J. Trump,
individually ("Trump"), Trump's Castle Associates, a New Jersey general
partnership of which Trump is the beneficial owner ("Castle Associates") and
Trump Hotels & Casino Resorts Holdings, L.P., a Delaware limited partnership
("THCR Holdings").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, as of May 21, 1996, Castle Associates and THCR Holdings entered into an
Assignment of Option Agreement, pursuant to which Castle Associates transferred
to THCR Holdings all of its rights and obligations under that certain Option
Agreement (the "Option Agreement"), dated as of June 23, 1995, between Castle
Associates and Hamilton Partners, L.P., a Bermuda limited partnership
("Hamilton");
WHEREAS, THCR Holdings has exercised the Option pursuant to the Option Agreement
and, on the date hereof, acquired approximately $59,300,000 aggregate principal
amount of the Increasing Rate Subordinated Pay-in-Kind Notes due November 15,
2005 (the "Castle PIK Notes") of Trump's Castle Funding, Inc., a New Jersey
corporation, held by Hamilton or an entity controlled by Hamilton (the
"Purchased Castle PIK Notes") for a purchase price of approximately $38,660,000
(the "Purchase Price"); and
WHEREAS, Trump, Castle Associates and THCR Holdings desire to enter into
negotiations regarding a possible transaction involving Castle Associates and
THCR Holdings.
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein
contained and other good and valuable consideration, the receipt, adequacy and
sufficiency of which are hereby acknowledged, the parties hereto, intending to
be legally bound, hereby agree as follows:
Section 1. Trump and Castle Associates, on an exclusive basis, will promptly
begin negotiations with THCR Holdings in good faith with respect to a
transaction involving the acquisition of 100% of the equity interests of Castle
Associates by THCR Holdings (or a subsidiary of THCR Holdings) or a similar
business combination (a "Castle Transaction").
Section 2. (a) In the event an agreement with respect to a Castle Transaction
is not entered into within six months of the date of this letter (the
"Expiration Date"), Castle Associates shall have the right to purchase from THCR
Holdings, for a period of 90 days following the Expiration Date (the "Castle
Associates Repurchase Date"), the Purchased Castle PIK Notes for an amount in
cash equal to (i) the Purchase Price plus (ii) 16% interest thereon to, but not
including, the date of such purchase (the "Repurchase Price").
(b) In the event that Castle Associates does not purchase the Purchased Castle
PIK Notes on or before the Castle Associates Repurchase Date, Trump shall have
the right to purchase from THCR Holdings, for a period of 90 days following the
Castle Associates Repurchase Date, the Purchased Castle PIK Notes for an amount
in cash equal to the Repurchase Price (calculated to, but not including, the
date of such purchase).
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IN WITNESS WHEREOF, the parties hereto have duly executed this Assignment as of
the date first written above.
DONALD J. TRUMP
/s/ Donald J. Trump
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TRUMP'S CASTLE ASSOCIATES
By: /s/ Robert Wagner
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Name: Roger Wagner
Title: President and Chief Operating
Officer
TRUMP HOTELS & CASINO RESORTS HOLDINGS, L.P.
By: Trump Hotels & Casino Resorts, Inc.
its general partner
By: /s/ Nicholas L. Ribis
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Name: Nicholas L. Ribis
Title: President and Chief Executive
Officer
2
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EXHIBIT 99.1
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NEWS RELEASE
From: The Marcus Group, Inc. CONTACT: Ilene D. Manahan
(201) 902-9000
For: Trump Hotels & Casino Resorts, Inc.
For Immediate Release: May 21, 1996
New York -- Trump Hotels & Casino Resorts Holdings, L.P. today announced
that it has exercised an option to purchase approximately 90% of the Increasing
Rate Subordinated Pay-in-Kind Notes due 2005 of Trump's Castle Funding, Inc.
from an unaffiliated third party for $38.7 million, in exchange for which Trump
Holdings received an aggregate of approximately $60 million of Castle PIK Notes.
