UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended: June 30, 1995
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period _______________ to ______________.
Commission file number: 000-20219
TRUMP PLAZA FUNDING, INC.
(Exact name of Registrant as specified in its charter)
NEW JERSEY 13-3339198
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Mississippi Avenue and the Boardwalk
Atlantic City, New Jersey 08401
(Address of principal executive (Zip Code)
offices)
(609) 441-6526
(Registrant's telephone number, including area code)
Commission file number: 033-58608
TRUMP PLAZA HOLDING ASSOCIATES
(Exact name of Registrant as specified in its charter)
NEW JERSEY 22-3213714
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Mississippi Avenue and the Boardwalk
Atlantic City, New Jersey 08401
(Address of principal executive (Zip Code)
offices)
(609) 441-6526
(Registrant's telephone number, including area code)
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q, continued
Commission file number: 033-04604-01
TRUMP PLAZA ASSOCIATES
(Exact name of Registrant as specified in its charter)
NEW JERSEY 22-3241643
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Mississippi Avenue and the Boardwalk
Atlantic City, New Jersey 08041
(609) 441-6526
(Registrant's telephone number, including area code)
Indicate by check mark whether the Registrants (1) have filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) have been subject to such
filing requirements for the past 90 days. Yes _X_ No ___
Indicate by check mark whether the Registrants have filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes _X_ No ___
The number of outstanding shares of Trump Plaza Funding, Inc.'s, common stock as
of August 14, 1995, was 100.
Total number of pages in this Report: 29
Exhibits begin on page: 25
<PAGE>
TRUMP PLAZA FUNDING, INC., TRUMP PLAZA HOLDING ASSOCIATES AND
TRUMP PLAZA ASSOCIATES
INDEX TO FORM 10-Q
Page
Number
------
PART I -- FINANCIAL INFORMATION
ITEM 1 -- Financial Statements
Condensed Balance Sheets of Trump Plaza Funding,Inc.
as of June 30, 1995 (unaudited) and December 31, 1994 1
Condensed Statements of Income of Trump Plaza Funding, Inc.
for the Three Months and Six Months Ended
June 30, 1995 and 1994 (unaudited) 2
Condensed Statements of Cash Flows of Trump Plaza
Funding, Inc. for the Six Months Ended June 30, 1995
and 1994 (unaudited) 3
Condensed Consolidated Balance Sheets of Trump Plaza Holding
Associates and Trump Plaza Associates as of June 30, 1995
(unaudited) and December 31, 1994 4
Condensed Consolidated Statements of Operations of Trump Plaza
Holding Associates and Trump Plaza Associates for the Three
Months and Six Months Ended June 30, 1995 and 1994 (unaudited) 5
Condensed Consolidated Statement of Capital (Deficit) of Trump
Plaza Holding Associates and Trump Plaza Associates for the
Six Months Ended June 30, 1995 (unaudited) 6
Condensed Consolidated Statements of Cash Flows of Trump Plaza
Holding Associates and Trump Plaza Associates for the Six Months Ended
June 30, 1995 and 1994 (unaudited) 7
Notes to Condensed Financial Statements of Trump Plaza Funding, Inc.,
Trump Plaza Holding Associates and Trump Plaza Associates 8-11
ITEM 2 -- Management's Discussion and Analysis of Financial
Condition and Results of Operations 11-14
PART II -- OTHER INFORMATION
ITEM 1 -- Legal Proceedings 14-17
ITEM 2 -- Changes in Securities 17
ITEM 3 -- Defaults upon Senior Securities 17
ITEM 4 -- Submission of Matters to a Vote of Security Holders 18
ITEM 5 -- Other Information 18
ITEM 6 -- Exhibits and Reports on Form 8-K 18
Signature - Trump Plaza Funding, Inc. 19
Signature - Trump Plaza Holding Associates 20
Signature - Trump Plaza Associates 21
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1 - Financial Statements
TRUMP PLAZA FUNDING, INC.
CONDENSED BALANCE SHEETS
(in thousands, except share amounts)
June 30, December 31,
1995 1994
-------- --------
(unaudited)
ASSETS
CURRENT ASSETS:
Cash $ 2 $ 2
Mortgage Interest Receivable 1,495 1,495
-------- --------
Total Current Assets 1,497 1,497
Mortgage Note Receivable 326,437 326,234
Receivable From Partnership 3,822 3,822
-------- --------
Total Assets $331,756 $331,553
======== ========
LIABILITIES AND CAPITAL
CURRENT LIABILITIES:
Accrued Interest Payable $ 1,495 $ 1,495
-------- --------
Total current liabilities 1,495 1,495
10 7/8% Mortgage Bonds, net of
discount due 2001 326,437 326,234
Deferred Income Taxes Payable 3,822 3,822
-------- --------
Total Liabilities 331,754 331,551
-------- --------
Common Stock, $.01 par value, 1,000
shares authorized, 100 shares issued
and outstanding -- --
Additional Paid in Capital 2 2
Retained Earnings -- --
-------- --------
Total Liabilities and Capital $331,756 $331,553
======== ========
The accompanying notes are an integral part of
these condensed balance sheets.
1
<PAGE>
TRUMP PLAZA FUNDING, INC.
CONDENSED STATEMENTS OF INCOME
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 1995 AND 1994
(unaudited)
(in thousands)
For the Three For the Six
Months Ended Months Ended
June 30, June 30,
-------------------- -------------------
1995 1994 1995 1994
-------- -------- -------- --------
Interest Income From Plaza
Associates $ 9,075 $ 9,064 $ 18,147 $ 18,126
Interest Expense (9,075) (9,064) (18,147) (18,126)
-------- -------- -------- --------
Income Before Provision for Taxes -- -- -- --
Provision for Income Taxes -- -- -- --
-------- -------- -------- --------
Net Income $ -- $ -- $ -- $ --
======== ======== ======== ========
2
<PAGE>
TRUMP PLAZA FUNDING, INC.
CONDENSED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 1995 AND 1994
(unaudited)
(in thousands)
1995 1994
-------- --------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income $ -- $ --
Adjustments to Reconcile Net Income
To Net Cash Flows Provided by
(Used In) Operating Activities:
Accretion of discount on indebtedness 203 182
-------- --------
Net Cash Flows Provided by Operating Activities 203 182
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in Mortgage Note Receivable (203) (182)
-------- --------
Net Cash Flows Used In
Financing Activities (203) (182)
-------- --------
Net Change in Cash -- --
Cash at Beginning of Year 2 2
-------- --------
Cash at June 30, $ 2 $ 2
======== ========
The accompanying notes are an integral part of
these condensed financial statements.
3
<PAGE>
TRUMP PLAZA HOLDING ASSOCIATES AND
TRUMP PLAZA ASSOCIATES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
June 30, December 31,
1995 1994
--------- ---------
(unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 10,490 $ 11,144
Receivables, net 8,563 6,797
Inventories 3,531 3,657
Advances to affiliates, net 349 --
Other current assets 5,601 4,280
--------- ---------
Total current assets 28,534 25,878
PROPERTY AND EQUIPMENT, net 366,915 298,354
LAND RIGHTS 29,504 29,688
OTHER ASSETS 17,162 21,723
--------- ---------
Total Assets $ 442,115 $ 375,643
========= =========
LIABILITIES AND CAPITAL
CURRENT LIABILITIES:
Current maturities of long-term debt $ 2,912 $ 2,969
Accounts payable and accrued expenses 28,578 26,782
Accrued interest payable 1,497 1,871
Due to affiliate, net -- 206
--------- ---------
Total Current Liabilities 32,987 31,828
LONG-TERM DEBT, net of discount and current
maturities 331,068 403,214
DISTRIBUTION PAYABLE TO
TRUMP PLAZA FUNDING, INC. 3,822 3,822
DEFERRED STATE INCOME TAXES 359 359
--------- ---------
Total Liabilities 368,236 439,223
--------- ---------
CAPITAL:
Partners' Equity (Deficit) 68,087 (78,772)
Retained Earnings 5,792 15,192
--------- ---------
Total Capital (Deficit) 73,879 (63,580)
--------- ---------
Total Liabilities and Capital $ 442,115 $ 375,643
========= =========
The accompanying notes are an integral part of
these condensed consolidated balance sheets.
4
<PAGE>
TRUMP PLAZA HOLDING ASSOCIATES AND
TRUMP PLAZA ASSOCIATES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 1995 AND 1994
(unaudited)
(in thousands)
<TABLE>
<CAPTION>
For the Three For the Six
Months Ended Months Ended
June 30, June 30,
---------------------- ----------------------
1995 1994 1995 1994
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Revenues:
Gaming $ 73,589 $ 67,338 $ 139,311 $ 121,495
Rooms 4,908 4,831 8,806 8,462
Food and Beverage 10,630 9,803 20,889 18,186
Other 1,984 2,024 3,765 3,844
--------- --------- --------- ---------
Gross Revenues 91,111 83,996 172,771 151,987
Less - Promotional
Allowances 8,960 8,167 16,517 15,155
--------- --------- --------- ---------
Net Revenues 82,151 75,829 156,254 136,832
--------- --------- --------- ---------
COSTS AND EXPENSES:
Gaming 39,906 35,007 76,691 66,119
Rooms 630 744 1,310 1,426
Food and Beverage 4,557 4,328 9,006 7,859
General and Administrative 17,243 17,445 33,993 35,948
Depreciation and Amortization 3,744 3,919 7,836 7,841
Other 788 949 1,621 1,789
--------- --------- --------- ---------
Total Costs and Expenses 66,868 62,392 130,457 120,982
--------- --------- --------- ---------
Income from operations 15,283 13,437 25,797 15,850
--------- --------- --------- ---------
NON-OPERATING EXPENSE (NET):
Interest income 297 214 470 316
Interest expense (12,048) (12,161) (24,575) (24,290)
Other non-operating expense (933) (1,269) (1,842) (2,557)
--------- --------- --------- ---------
(12,684) (13,216) (25,947) (26,531)
--------- --------- --------- ---------
Income (Loss) before
provision (benefit) for
state income taxes and
extraordinary loss 2,599 221 (150) (10,681)
PROVISION (BENEFIT) FOR STATE
INCOME TAXES 206 27 -- (987)
--------- --------- --------- ---------
Income before extraordinary
items 2,393 194 (150) (9,694)
Extraordinary Loss (9,250) -- (9,250) --
--------- --------- --------- ---------
Net Income (Loss) $ (6,857) $ 194 $ (9,400) $ (9,694)
========= ========= ========= =========
</TABLE>
The accompanying notes are an integral part of these
condensed consolidated financial statements.
5
<PAGE>
TRUMP PLAZA HOLDING ASSOCIATES AND
TRUMP PLAZA ASSOCIATES
CONDENSED CONSOLIDATED STATEMENT OF CAPITAL (DEFICIT)
FOR THE SIX MONTHS ENDED JUNE 30, 1995
(unaudited)
(in thousands)
Partners' Retained
Capital Earnings Total
--------- --------- ---------
Balance,
December 31, 1994 $ (78,772) $ 15,192 $ (63,580)
Net Loss -- (9,400) (9,400)
Contributed Capital - Trump
Hotels & Casino Resorts
Holdings, L.P. 146,859 -- 146,859
--------- --------- ---------
Balance,
June 30, 1995 $ 68,087 $ 5,792 $ 73,879
========= ========= =========
The accompanying notes are an integral part
of these condensed consolidated financial statements.
6
<PAGE>
TRUMP PLAZA HOLDING ASSOCIATES AND
TRUMP PLAZA ASSOCIATES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 1995 AND 1994
(unaudited)
(in thousands)
1995 1994
---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (income) $ (9,400) $ (9,694)
Adjustments to reconcile net (income)
net cash flows from operating activities-
Noncash charges-
Extraordinary Loss 9,250 --
Depreciation and amortization 7,836 7,841
Accretion of discounts on indebtedness 915 925
Provisions for losses on receivables 556 170
Deferred state income taxes -- (987)
Utilization of CRDA credits and donations 262 253
Valuation allowance of CRDA investments (57) 206
---------- ----------
9,362 (1,286)
(Increase) decrease in receivables (2,322) 170
Decrease in inventories 126 91
(Increase) decrease in advances to affiliates (555) 456
Increase in other current assets (1,321) (2,017)
Decrease in other assets 2,149 1,097
Increase in accounts payable and
accrued expenses 1,796 5,867
(Decrease) increase in accrued interest payable (374) 20
---------- ----------
Net cash flows provided by operating
activities 8,861 4,398
---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment, net (74,188) (11,137)
---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Preferred partnership interest distribution -- (53)
Additional borrowings 1,930 4,239
Payments and current maturities of long-term debt (2,370) (730)
Redemption of PIK Notes (81,746) --
Contributed Capital-Trump Hotels & Casino
Resorts Holdings, L.P. 146,859 --
---------- ----------
Net cash flows provided by financing activities 64,673 3,456
---------- ----------
Net decrease in cash and cash equivalents (654) (3,283)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 11,144 14,393
---------- ----------
CASH AND CASH EQUIVALENTS AT JUNE 30, $ 10,490 $ 11,110
========== ==========
CASH INTEREST PAID $ 22,495 $ 18,283
========== ==========
The accompanying notes are an integral part of
these condensed consolidated financial statements.
7
<PAGE>
TRUMP PLAZA FUNDING, INC., TRUMP PLAZA HOLDING ASSOCIATES AND
TRUMP PLAZA ASSOCIATES
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
1. CONDENSED FINANCIAL STATEMENTS:
The accompanying condensed financial statements include those of Trump Plaza
Funding, Inc. ("Plaza Funding"), a New Jersey General Corporation as well as
those of Trump Plaza Holding Associates, ("Plaza Holding") a New Jersey General
Partnership, and its 99% owned subsidiary, Trump Plaza Associates, ("Plaza
Associates") a New Jersey General Partnership, which owns and operates Trump
Plaza Hotel and Casino located in Atlantic City, New Jersey. Plaza Funding owns
the remaining 1% interest in Plaza Associates. Plaza Holding's sole source of
liquidity is distributions in respect of its interest in Plaza Associates.
All significant intercompany balances and transactions have been eliminated in
the condensed consolidated financial statements of Plaza Holding.
The accompanying condensed financial statements have been prepared by Plaza
Funding, Plaza Holding and Plaza Associates without audit. In the opinion of
Plaza Funding, Plaza Holding and Plaza Associates, all adjustments, consisting
of only normal recurring adjustments, necessary to present fairly the financial
position, the results of operations and cash flows for the periods presented,
have been made. Certain prior year amounts have been reclassified to conform
with the current period presentation.
The accompanying condensed financial statements have been prepared by Plaza
Funding, Plaza Holding and Plaza Associates pursuant to the rules and
regulations of the Securities and Exchange Commission. Accordingly, certain
information and note disclosures normally included in financial statements
prepared in conformity with generally accepted accounting principles have been
condensed or omitted. These condensed financial statements should be read in
conjunction with the financial statements and notes thereto included in Plaza
Funding's, Plaza Holding's and Plaza Associates' Annual Report on Form 10-K for
the year ended December 31, 1994 filed with the Securities and Exchange
Commission.
The casino industry in Atlantic City is seasonal in nature; therefore, results
of operations for the six months ended June 30, 1995 are not necessarily
indicative of the operating results for a full year.
8
<PAGE>
TRUMP PLAZA FUNDING, INC., TRUMP PLAZA HOLDING ASSOCIATES AND
TRUMP PLAZA ASSOCIATES
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
2. PUBLIC OFFERINGS:
On June 12, 1995, Trump Hotels & Casino Resorts, Inc., ("the Company") completed
a public offering of 10,000,000 shares of common stock at $14.00 per share (the
"Stock Offering") for gross proceeds of $140,000,000. Concurrently with the
Stock Offering, Trump Hotels & Casino Resorts Holdings, L.P. ("Trump Holdings")
through its subsidiary, Trump Hotels & Casino Resorts Funding, Inc. ("Trump
Funding") issued 15 1/2% Senior Secured Notes (the "Senior Secured Notes") for
gross proceeds of $155,000,000 (the "Note Offering") collectively with the Stock
Offerings referred to as the ("Offerings"). From the proceeds from the Stock
Offering, the Company contributed approximately $126,848,000 to Trump Holdings.
Prior to the Offerings, Donald J. Trump ("Trump") was the sole owner of Trump
Holdings. Concurrent with the Offerings, Trump contributed all of his beneficial
interest in Plaza Associates (consisting of all of the outstanding capital stock
of Plaza Funding, a 99% equity interest in Plaza Holding and all of the
outstanding capital stock of Trump Plaza Holding, Inc., which owns the remaining
1% equity interest in Plaza Holding). Trump also contributed all of his existing
interest and rights to new gaming activities in both emerging and established
gaming jurisdictions, including Trump Indiana but excluding the other Trump
Casinos, to Trump Holdings.
3. LONG-TERM DEBT:
Long-term debt consists of the following:
June 30, December 31,
1995 1994
------------ ------------
Plaza Funding:
10 7/8% Mortgage Notes, due 2001 net
of unamortized discount of $3,563,000
and $3,766,000, respectively (A) $326,437,000 $326,234,000
============ ============
9
<PAGE>
TRUMP PLAZA FUNDING, INC., TRUMP PLAZA HOLDING ASSOCIATES AND
TRUMP PLAZA ASSOCIATES
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
3. LONG-TERM DEBT CONT.:
Plaza Associates:
Partnership Note (10 7/8% Mortgage
Notes, due 2001 net of unamortized
discount of $3,563,000 and $3,766,000
respectively)(A) $ 326,437,000 $ 326,234,000
Mortgage notes payable 4,057,000 5,494,000
Other notes payable 3,486,000 468,000
------------- -------------
333,980,000 332,196,000
Less - Current maturities 2,912,000 2,969,000
------------- -------------
331,068,000 329,227,000
Plaza Holding:
PIK Notes (12 1/2% Notes due
2003 net of discount of $9,769,000)(B) -- 73,987,000
------------- -------------
$ 331,068,000 $ 403,214,000
============= =============
(A) On June 25, 1993, Plaza Funding issued $330,000,000 principal amount of
10 7/8% Mortgage Notes, due 2001 (the "Mortgage Notes"), net of discount of
$4,313,000.
(B) On June 25, 1993 Plaza Holding issued $60,000,000 principal amount of
12 1/2% Pay-In-Kind Notes, due 2003 (the "PIK Notes"), together with Warrants to
acquire an additional $12,000,000 of PIK Notes at no additional cost (the
"Warrants"). The PIK Notes and Warrants were exercised and redeemed on June 12,
1995. Such redemption resulted in the recognition of an extraordinary loss of
$9,250,000 relating to the redemption and the write-off of unamortized deferred
financing costs.
4. CASINO LICENSE RENEWAL:
The operation of an Atlantic City hotel and casino is subject to significant
regulatory controls which affect virtually all of its operations. Under the New
Jersey Casino Control Act (the "Act") Plaza Associates is required to maintain
certain licenses.
In June 1995, the New Jersey Casino Control Commission ("CCC") renewed Plaza
Associates' license to operate Trump Plaza. This license must be renewed in
June, 1999, is not transferable and such renewal of the license will include a
review of the financial stability of Plaza Associates. Upon revocation,
suspension for more than 120 days, or if the CCC fails or refuses to renew such
casino license, the Act allows for the appointment of a conservator to take
possession of the hotel and casino's business and property, subject to all valid
liens, claims and encumbrances.
10
<PAGE>
TRUMP PLAZA FUNDING, INC., TRUMP PLAZA HOLDING ASSOCIATES AND
TRUMP PLAZA ASSOCIATES
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
5. TRUMP PLAZA WEST OPTION:
On June 12, 1995, Trump exercised his option to purchase the Trump Regency
("Trump Plaza West"). The option price of $60,000,000 was funded with
$58,150,000 from the Offerings and $1,850,000 of previous deposits made by Plaza
Associates. Plaza Associates received the property via directed deed.
Item 2 -- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
CAPITAL RESOURCES AND LIQUIDITY
Cash flow from operating activities at Plaza Associates is the principal source
of liquidity for Plaza Funding, Plaza Holding and Plaza Associates. During June
1995 Trump Holdings made a capital contribution of $146,859,000 in Plaza Holding
and Plaza Associates. This contribution was used to repurchase and redeem all
outstanding 12 1/2% Pay-in-Kind notes due 2003 of Plaza Holding and related
warrants (together with related accrued interest), purchase Trump Plaza West and
reimburse Plaza Associates for construction costs incurred to renovate the
former Holiday Inn ("Trump Plaza East".) Funds have been restricted by Trump
Holdings for the renovation of Trump Plaza West and further renovation of Trump
Plaza East, both of which are scheduled for completion during the first quarter
of 1996. With these restricted funds and cash flow from operating activities,
management believes that sufficient funds are available to complete the
renovations. When the renovations are completed, Plaza Associates will have
133,000 square feet of gaming space, 1,404 hotel rooms and additional restaurant
and meeting space.
Capital expenditures of $74,188,000 for the six months ended June 30, 1995
increased approximately $63,051,000, from the comparable period in 1994 and was
primarily attributable to the purchase of the Trump Plaza West for $60,000,000.
Also expenditures for renovation costs associated with Trump Plaza East were
$7,201,000 for the six months ended June 30, 1995 versus $4,321,000 for the
comparable period in 1994. These expenditures were funded from cash flow from
operating activities.
At June 30, 1995, the Partnership had a combined working capital deficit
totalling approximately $4,453,000, compared to a working capital deficit of
$5,950,000 at December 31, 1994.
The Mortgage Note Indenture restricts the ability of Plaza Associates to make
distributions to its partners, including restrictions relating to the
achievement of certain financial ratios. Subject to the satisfaction of these
restrictions, Plaza Associates may make distributions to its partners with
respect to their Plaza Associates interests.
11
<PAGE>
CAPITAL RESOURCES AND LIQUIDITY CONT'D
The financial information presented below reflects the results of operations of
Plaza Associates. Since the Company and Holding have no business operations
other than their interest in Plaza Associates, their results of operations are
not discussed below.
COMPARISON OF THREE-MONTH PERIODS ENDED JUNE 30, 1995 AND 1994
OPERATING REVENUES AND EXPENSES
Gaming revenues were $73,589,000 for three months ended June 30, 1995, an
increase of $6,251,000 or 9.3% from gaming revenues of $67,338,000 for the
comparable period in 1994. The increase in gaming revenues consisted of an
increase in both table games and slot revenues. While the three months ended
June 30, 1994 were adversely affected by construction and management turnover,
the increase in gaming revenues in 1995 is also due to an increased level of
demand evident in the Atlantic City market generally, as well as to management's
marketing and other initiatives, the introduction of new slot machines and table
games, the addition of bill acceptors on slot machines, and an increase in
casino floor square footage over the comparable period.
Slot revenues were $50,115,000 for the three months ended June 30, 1995, an
increase of $5,528,000 or 12.4% from $44,587,000 in 1994.
Table games revenues were $23,474,000 for the three months ended June 30, 1995,
an increase of $723,000 or 3.2% from $22,751,000 in the comparable period in
1994. This increase was primarily due to an increase in table games drop (i.e.,
the dollar value of chips purchased) by 6.8% for the three months ended June 30,
1995, from 1994, offset by a decrease in the table games hold percentage to
14.9% (the percentage of table drop retained by Plaza Associates) for the three
months ended June 30, 1995 from 15.4% in the comparable period in 1994.
Other revenues were $17,522,000 for the three months ended June 30, 1995, an
increase of $864,000 or 5.2% from other revenues of $16,658,000 in the
comparable period in 1994. Other revenues include revenues from rooms, food and
beverage and miscellaneous items. The increase primarily reflects increases in
food and beverage revenues attendant to increased levels of gaming activity due
in part to increased promotional activities.
Promotional allowances were $8,960,000 for the three months ended June 30, 1995,
an increase of $793,000 or 9.7% from promotional allowances of $8,167,000 in
1994. This increase is primarily attributable to an increase in gaming activity
during the three months ended June 30, 1995.
Gaming costs and expenses were $39,906,000 for the three months ended June 30,
1995, an increase of $4,899,000 or 14.0% from gaming costs and expenses of
$35,007,000 for the comparable period in 1994. This increase was primarily due
to increased promotional and operating expense and taxes associated with
increased levels of gaming revenues from the comparable period in 1994.
General and administrative expenses were $17,243,000 for the three months ended
June 30, 1995, a decrease of $202,000 or 1.2% from general and administrative
expenses of $17,445,000 for the comparable period in 1994. This decrease is
primarily the result of cost containment measures.
12
<PAGE>
OPERATING REVENUES AND EXPENSES CONT'D
Income from operations was $15,283,000 for the three months ended June 30, 1995,
an increase of $1,846,000 or 13.7% from income from operations of $13,437,000
for the comparable period in 1994.
Other non-operating expense was $933,000 for the three months ended June 30,
1995, a decrease of $336,000 from non-operating expense of $1,269,000 for the
comparable period in 1994. This decrease is directly attributable to a net
reduction in costs associated with Trump Plaza East.
The extraordinary loss of $9,250,000 for the three months ended June 30, 1995
relates to the redemption and write-off of unamortized deferred financing costs
relating to the redemption of PIK Notes and Warrants on June 12, 1995.
COMPARISON OF SIX-MONTH PERIODS ENDED JUNE 30, 1995 AND 1994
OPERATING REVENUES AND EXPENSES
Gaming revenues were $139,311,000 for six months ended June 30, 1995, an
increase of $17,816,000 or 14.7% from gaming revenues of $121,495,000 for the
comparable period in 1994. This increase in gaming revenues consisted of an
increase in both table games and slot revenues. While the first six months of
1994 were adversely affected by unfavorable winter weather, construction and
management turnover, management believes that the increase in gaming revenues in
1995 is also due to an increased level of demand evident in the Atlantic City
market generally, as well as management's marketing and other initiatives, the
introduction of new slot machines and table games, the addition of bill
acceptors on slot machines, and an increase in casino floor square footage.
Slot revenues were $93,419,000 for the six months ended June 30, 1995, an
increase of $15,482,000 or 19.9% from $77,937,000 in 1994.
Table games revenues were $45,892,000 for the six months ended June 30, 1995, an
increase of $2,334,000 or 5.4%, from $43,558,000 in the comparable period 1994.
This increase was primarily due to an increase in table games drop (i.e., the
dollar value of chips purchased) by 4.7% for the six months ended June 30, 1995
from 1994.
Other revenues were $33,460,000 for the six months ended June 30, 1995, an
increase of $2,968,000 or 9.7%, from other revenues of $30,492,000 in the
comparable period in 1994. Other revenues include revenues from rooms, food and
beverage and miscellaneous items. The increase primarily reflects increases in
food and beverage revenues attendant to increased levels of gaming activity, and
increased promotional expenses.
Promotional allowances were $16,517,000 for the six months ended June 30, 1995,
an increase of $1,362,000 or 9.0% from promotional allowances of $15,155,000 in
1994. This increase is primarily attributable to an increase in gaming activity
during the six-months ended June 30, 1995.
Gaming costs and expenses were $76,691,000 for the six months ended June 30,
1995, an increase of $10,572,000, or 16.0 %, from gaming costs and expenses of
$66,119,000 for the comparable period in 1994. This increase was primarily due
13
<PAGE>
OPERATING REVENUES AND EXPENSES CONT'D
to increased promotional and operating expense and taxes associated with
increased levels of gaming revenues from the comparable period in 1994.
General and administrative expenses were $33,993,000 for the six months ended
June 30, 1995, a decrease of $1,955,000 or 5.4% from general and administrative
expenses of $35,948,000 for the comparable period in 1994. This decrease is
primarily the result of cost containment measures.
Income from operations was $25,797,000 for the six months ended June 30, 1995,
an increase of $9,947,000, or 62.8% from income from operations of $15,850,000
for the comparable period in 1994.
Other non-operating expense was $1,842,000 for the six months ended June 30,
1995, a decrease of $715,000 from non-operating expense of $2,557,000 for the
comparable period in 1994. This decrease is directly attributable to a net
reduction in costs associated with the Boardwalk Expansion Site.
The extraordinary loss of $9,250,000 for the six months ended June 30, 1995
relates to the redemption and write-off of unamortized deferred financing costs
relating to the redemption of PIK Notes and Warrants on June 12, 1995.
PART II - OTHER INFORMATION
Item 1 -- LEGAL PROCEEDINGS
General
Plaza Associates, its partners, certain members of its former Executive
Committee, and certain of its employees, have been involved in various legal
proceedings. In general, Plaza Associates has agreed to indemnify such persons
and entities, against any and all losses, claims, damages, expenses (including
reasonable costs, disbursements and counsel fees) and liabilities (including
amounts paid or incurred in satisfaction of settlements, judgments, fines and
penalties) incurred by them in said legal proceedings. Such persons and entities
are vigorously defending the allegations against them and intend to vigorously
contest any future proceedings.
Trump Plaza East
From monies made available to it, the Casino Reinvestment Development Authority
(the "CRDA") is required to set aside $100 million for investment in hotel
development projects in Atlantic City undertaken by casino licensees which
result in the construction or rehabilitation of at least 200 hotel rooms by
December 31, 1996. These investments are to fund up to 35% of the cost to casino
licensees of such projects. Plaza Associates made application for such funding
to the CRDA with respect to its proposed construction and rehabilitation of the
Trump Plaza East hotel rooms and related Boardwalk and second level facilities,
proposed demolition of an existing hotel expansion structure attached thereto
and development of an appurtenant public park, roadway and parking area on the
site thereof and proposed acquisition of the entire project site.
14
<PAGE>
Trump Plaza East Cont'd
The CRDA, in rulings through January 10, 1995, approved the hotel development
project and, with respect to same, reserved to Plaza Associates the right to
take investment tax credits in an amount equal to 27% ($14.1 million) of $52.4
million of eligible estimated project development costs. In October 1994,
following a September 1994 CCC ruling authorizing same, Plaza Associates advised
the CRDA of its intention to, without affecting either the project development
costs or the tax credits, locate approximately 15,000 square feet of casino
space on the second floor of Trump Plaza East and was advised by the CRDA that
its proposed use of such space would not affect the approval of the hotel
development project.
As part of its approval and on the basis of its powers of eminent domain, the
CRDA, during 1994, initiated five condemnation proceedings in the Superior Court
of New Jersey, Atlantic County, to acquire certain small parcels of land within
the project site. The defendants in three of those matters, with respect to
parcels which impact only the public park and parking areas, Casino Reinvestment
Development Authority v. Banin, et al., Docket No. ATL-L-2676-94, Casino
Reinvestment Development Authority v. Sabatini, et al., Docket No.
ATL-L-2976-94, and Casino Reinvestment Development Authority v. Coking, et al.,
Docket No. ATL-L-2974-94, asserted numerous defenses to the condemnation
complaints and filed counterclaims against CRDA and third-party complaints
against Plaza Associates alleging, inter alia, an improper exercise of CRDA
power for private purposes and conspiracy between the CRDA and Plaza Associates.
After the filing of briefs and a hearing, a New Jersey Superior Court Judge
issued an opinion that the Trump Plaza East acquisition and renovation was not
eligible for CRDA funding and, as a result, the CRDA could not exercise its
power of eminent domain because the project included casino floor space. The
court, by order dated April 18, 1995, dismissed the condemnation complaints with
prejudice. On April 17, the same Judge dismissed the counter claims and
third-party complaints without prejudice. Notices of appeal were filed with the
New Jersey Superior Court, Appellate Division on April 21, 1995 by the CRDA and
on April 24, 1995 by Plaza Associates. On May 1, 1995, the Casino Association of
New Jersey ("CANJ") on behalf of its members, 11 of the 12 Atlantic City casino
hotels, filed a motion to intervene or, in the alternative, for leave to appear
as an amicus curiae. The Appellate Division granted the motion of the CANJ to
intervene in this matter. Briefs have been filed by all parties and the matter
is now waiting for the scheduling of oral argument.
The completion of the planned renovations of Trump Plaza East is not dependent
upon the utilization of CRDA funding or upon the CRDA's acquisition of the real
estate subject to the condemnation proceedings. Plaza Associates intends to
pursue this appeal vigorously and believes it will be successful, based in part
on the March 29, 1995 opinion of the New Jersey Office of Legislative Services
("OLS"), which serves as legal counsel to the New Jersey State Legislature, that
N.J.S.A. 5:12-173.8 empowered the CRDA to approve and fund projects such as
Trump Plaza East and, in part, on the fact that Section 173.8 expressly exempts
hotel development projects from the statutory limitation with respect to any
CRDA investment or project which directly and exclusively benefits the casino
hotel or related facility.
15
<PAGE>
Trump Plaza East Cont'd
In a related matter, Vera Coking, et al. v. Atlantic City Planning Board and
Trump Plaza Associates, Docket No. ATL-L-339-94, the Atlantic City Planning
Boards's approval of the Trump Plaza East renovation was challenged on various
grounds. In July 1994, a New Jersey Superior Court Judge upheld the Atlantic
City Planning Board approvals with respect to the hotel renovation component of
Trump Plaza East and the new roadway but invalidated the approval of the valet
parking lot and the public park because Plaza Associates lacked site control
with respect to the small parcels of land CRDA sought to condemn. Plaintiff
appealed the court's decision upholding the approval of the hotel renovation and
new roadway and Plaza Associates cross-appealed the court's decision
invalidating the approval of the public park and valet parking area. The appeals
are pending in the Superior Court of New Jersey, Appellate Division, Docket No.
A-1511-94-T1. Plaza Associates received land-use approval for the valet parking
area after deletion of the small parcels. In another related matter, Josef Banin
and Vera Coking v. Atlantic City Planning Board and Trump Plaza Associates,
Docket No. L-2188-95, the land-use approval for this area has been challenged on
various grounds. Plaza Associates recently filed its answer to the complaint.
Penthouse Litigation
On April 3, 1989, BPHC Acquisition, Inc. and BPHC Parking Corp. (collectively,
"BPHC") filed a third-party complaint (the "Complaint") against Plaza Associates
and Trump. The Complaint arose in connection with the action entitled Boardwalk
Properties, Inc. and Penthouse International Ltd. v. BPHC Acquisition, Inc. and
BPHC Parking Corp., which was instituted on March 20, 1989 in the New Jersey
Superior Court, Chancery Division, Atlantic County.
The suit arose in connection with the conditional sale by Boardwalk Properties,
Inc. ("BPI") (or, with respect to certain of the property, BPI's agreement to
sell) to Trump of BPI's fee and leasehold interest in (i) Trump Plaza East, (ii)
an approximately 4.2-acre parcel of land located on Atlantic Avenue, diagonally
across from Trump Plaza Parking garage (the "Columbus Plaza Site") which was
then owned by an entity in which a 50% of the interest were each owned by BPHC
and BPI and (iii) an additional 1,462-square foot parcel of land located within
the area of Trump Plaza East (the "Bongiovanni Site"). Prior to BPI entering
into its agreement with Trump, BPI had entered into agreements with BPHC which
provided, among other things, for the sale to BPHC of Trump Plaza East, as well
as BPI's interest in the Columbus Plaza Site, assuming that certain
contingencies were satisfied by a certain date. Additionally, by agreement
between BPHC and BPI, in the event BPHC failed to close on Trump Plaza East,
BPHC would convey to BPI the Bongiovanni Site. Upon BPHC's failure to close on
Trump Plaza East, BPI entered into its agreement with Trump pursuant to which it
sold Trump Plaza East to Trump and instituted a lawsuit against BPHC for
specific performance to compel BPHC to transfer to BPI, BPHC's interest in the
Columbus Plaza and Bongiovanni Sites, as provided for in the various agreements
between BPHC and BPI and in the agreement between BPI and Trump.
16
<PAGE>
Penthouse Litigation Cont'd
The Complaint alleged that Plaza Associates and/or Trump engaged in the
following activities: civil conspiracy, violations or the New Jersey Antitrust
Act, violations of the New Jersey RICO statute, malicious interference with
contractual relations, malicious interference with prospective economic
advantage, inducement to breach a fiduciary duty and malicious abuse of process.
The relief sought in the Complaint included, among other things, compensatory
damages, punitive damages, treble damages, injunctive relief, the revocation of
all Plaza Associates' and Trump's casino licenses, the revocation of Plaza
Associates' current Certificate of Partnership, the revocation of any other
licenses of permits issued to Plaza Associates and Trump by the State of New
Jersey, and a declaration voiding the conveyance by BPI to Trump of BPI's
interest in Trump Plaza East, as well as BPI's and/or Trump's right to obtain
title to the Columbus Plaza Site.
BPHC and BPI have settled all claims between them. BPHC is pursuing its appeal
as to Trump and Plaza Associates but only as to its claims of interference with
contract and prospective economic advantage and of inducing BPI to break its
fiduciary duty to BPHC. All other claims raised in BPHC's complaint as to Trump
and Plaza Associates and dismissed by the October 13, 1993 judgement have been
finally determined in favor of Trump and Plaza Associates. Briefs have been
filed by BPHC and Trump and Plaza Associates according to the briefing schedule
currently in effect.
Other Litigation
Various legal proceedings are now pending against Plaza Associates. Plaza
Funding considers all such proceedings to be ordinary litigation incident to the
character of its business and not material to its business or financial
condition. The majority of such claims are covered by liability insurance
(subject to applicable deductibles), and Plaza Funding believes that the
resolution of these claims, to the extent not covered by insurance, will not,
individually or in the aggregate, have a material adverse effect on the
financial condition or results of operations of Plaza Funding.
Plaza Associates is also a party to various administrative proceedings involving
allegations that it has violated certain provisions of the Casino Control Act.
Plaza Funding believes that the final outcome of these proceedings will not,
either individually or in the aggregate, have a material adverse effect on Plaza
Funding or on the ability of Plaza Associates to otherwise retain or renew any
casino or other licenses required under the Casino Control Act for the operation
of Trump Plaza. At this juncture, the prospects of a favorable outcome in
actions described above cannot be assessed. Plaza Associates intends to
vigorously contest the allegations made against it.
ITEM 2 -- CHANGES IN SECURITIES
None
ITEM 3 -- DEFAULTS UPON SENIOR SECURITIES
None
17
<PAGE>
ITEM 4 -- SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5 -- OTHER INFORMATION
On June 12, 1995, Trump Hotels & Casino Resorts, Inc., ("the Company")
completed a public offering of 10,000,000 shares of common stock at
$14.00 per share (the "Stock Offering") for gross proceeds of
$140,000,000. Concurrently with the Stock Offering, Trump Hotels &
Casino Resorts Holdings, L.P. ("Trump Holdings") through its
subsidiary, Trump Hotels & Casino Resorts Funding, Inc. ("Trump
Funding") issued 15 1/2% Senior Secured Notes (the "Senior Secured
Notes") for gross proceeds of $155,000,000 (the "Note Offering")
collectively with the Stock Offerings referred to as the
("Offerings"). From the proceeds from the Stock Offering, the Company
contributed approximately $126,848,000 to Trump Holdings. Plaza
Associates and Plaza Funding are subsidiaries of the Company.
In addition, in connection with the Offerings, on June 12, 1995, all
outstanding 12 1/2% Pay-in-Kind Notes due 2003 of Plaza Holding were
repurchased and redeemed.
ITEM 6 -- EXHIBITS AND REPORTS ON FORM 8-K.
a. Exhibits:
3.8.2 Amendent No. 2 to the Partnership Agreement of
Trump Plaza Holding Associates.
b. Current Reports on Form 8-K:
The Registrants filed a Report on Form 8-K dated March 30, 1995,
describing, under Item 5 thereto, the filing, on March 30, 1995, of
Registration Statements by (i) Trump Hotels & Casino Resorts, Inc., in
connection with the initial public offering of 10,000,000 shares of
its common stock and (ii) Trump Hotels & Casino Resorts Holdings, L.P.
and Trump Hotels & Casino Resorts Funding, Inc., in connection with
their offering of senior secured notes with the Securities and
Exchange Commission. No financial statements were filed in connection
with the Form 8-K.
18
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.
TRUMP PLAZA FUNDING, INC.
(Registrant)
Dated: August 14, 1995 By:/s/Francis X. McCarthy, Jr.
---------------------------
Francis X. McCarthy, Jr.
Vice President, Chief Financial
Officer and Principal Accounting
Officer
(Duly Authorized Officer and
Chief Accounting Officer)
19
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.
TRUMP PLAZA HOLDING ASSOCIATES
(Registrant)
Dated: August 14, 1995 By:/s/Francis X. McCarthy, Jr.
---------------------------
Francis X. McCarthy, Jr.
Chief Financial and Accounting
Officer
(Duly Authorized Officer and
Chief Accounting Officer)
20
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.
TRUMP PLAZA ASSOCIATES
(Registrant)
Dated: August 14, 1995 By:/s/Francis X. McCarthy, Jr.
---------------------------
Francis X. McCarthy, Jr.
Chief Financial and Accounting
Officer
(Duly Authorized Officer and
Chief Accounting Officer)
21
AMENDMENT NO. 2
TO
PARTNERSHIP AGREEMENT
OF
TRUMP PLAZA HOLDING ASSOCIATES
AMENDMENT NO. 2 TO PARTNERSHIP AGREEMENT, made this 12th day of June 1995,
by and between DONALD J. TRUMP, having an office at 725 Fifth Avenue, New York,
New York 10022 ("Trump"), TRUMP PLAZA HOLDING, INC., a corporation organized
under the laws of the State of Delaware having an address at Mississippi Avenue
and The Boardwalk, Atlantic City, New Jersey 08401 ("TPHI"), and TRUMP HOTELS &
CASINO RESORTS HOLDINGS, L.P., a limited partnership organized under the laws of
the State of Delaware ("Trump Holdings"). Trump and TPHI are sometimes
hereinafter individually referred to herein as a "Partner" and collectively as
"Partners."
WITNESSETH:
WHEREAS, Trump and TPHI, as Partners, entered into a Partnership Agreement
under the laws of the State of New Jersey on February 17, 1993 (the "Original
Agreement"), under which was formed TRUMP PLAZA HOLDING ASSOCIATES (the
"Partnership"), which Original Agreement was amended on June 3, 1993 (as
amended, the "Partnership Agreement"); and
WHEREAS, the Partners wish to amend the Partnership Agreement to provide
for (i) Trump's desire (A) to contribute his 99% general partnership interest in
the Partnership to Trump Holdings, and (B) to withdraw as a general partner of
the Partnership, and (ii) Trump Holdings' desire to be admitted as a 99% general
partner in the Partnership.
NOW THEREFORE, in consideration of the premises and the mutual agreements
contained herein and for other good, valuable and binding consideration, the
receipt and sufficiency of which are hereby acknowledged, and subject to the
terms hereof, the parties hereto, intending to be legally bound, hereby amend
the Partnership Agreement as follows:
Section 1. (a) Admission of Trump Holdings. Notwithstanding any of the
terms or provisions of the Partnership Agreement to the contrary, upon the
contribution by Trump to Trump Holdings of its 99% general partnership interest
in the Partnership and the execution and delivery of this Amendment, Trump
Holdings shall be and hereby is admitted to the Partnership as a general partner
of the Partnership. Trump Holdings, as a general partner of the Partnership,
hereby agrees to be bound by
<PAGE>
the terms and conditions of the Partnership Agreement and this Amendment.
(b) Withdrawal of Trump. Notwithstanding any of the terms or provisions of
the Partnership Agreement to the contrary, upon the execution and delivery of
this Amendment, Trump shall withdraw from the Partnership as a Partner and from
and after the date hereof shall cease to be a general partner of the Partnership
or have the power to exercise any right or power as a general partner of the
Partnership. For purposes of this Amendment, the admission of Trump Holdings
pursuant to Section 1(a) is deemed to occur immediately prior to the withdrawal
of Trump pursuant to this Section 1(b).
(c) Continuation of Partnership. The parties hereto agree that the
admission of Trump Holdings and the withdrawal of Trump as a general partner of
the Partnership will not dissolve the Partnership and that the business of the
Partnership shall be continued by Trump Holdings and TPHI.
(d) Interim Closing. Each of the parties hereto who is a Partner pursuant
to the Partnership Agreement prior to this Amendment agrees that it will be
allocated income or loss for tax purposes pursuant to an interim closing of the
books as of the date hereof pursuant to the relevant provisions of the
Partnership Agreement.
Section 2. Release of Trump; Absence of Liability; Indemnification.
(a) The Partnership hereby consents to the withdrawal of Trump from the
Partnership and hereby releases Trump from any and all duties, obligations and
liabilities as a general partner of the Partnership.
(b) To the fullest extent permitted by law, the Partnership shall indemnify
Trump against all expenses (including attorney's fees, judgments and amounts
paid in settlement) actually and reasonably incurred by him in connection with
any threatened, pending or completed action, suit or proceeding against him or
by, against or in the right of the Partnership to which he was or is a party, or
is threatened to be made a party, involving an alleged cause of action arising
out of, or in any way related to or connected with (i) the business or internal
affairs of the Partnership, if, in the transaction giving rise to such action,
suit or proceeding, Trump acted in good faith, without gross negligence or
wilful misconduct or the wilful breach of the Partnership Agreement and in a
manner Trump reasonably believed to be both within the scope of his authority
2
<PAGE>
and in the best interest of the Partnership or (ii) any act or omission of Trump
as a general partner.
(c) To the fullest extent permitted by law, the Partnership may pay the
expenses incurred by Trump in defending a civil or criminal action in advance of
the final disposition of such action; provided, that Trump undertakes to repay
such expenses if he is adjudicated not to be entitled to indemnification under
this Section 2.
Section 3. Pledges of Partnership Interests.
(a) The Partners hereby consent to the pledge by Trump Holdings of its
interest in the Partnership and the pledge by TPHI of its interest in the
Partnership (collectively, the "Pledged Interests"), in each case to First
Bank National Association in its capacity as Collateral Agent (as defined
in the respective Pledge Agreements referred to below) pursuant to the
terms of the Pledge Agreement dated June 12, 1995 between Trump Holdings
and the Collateral Agent in its various capacities thereunder and the terms
of the Pledge Agreement dated June 12, 1995 between TPHI and the Collateral
Agent in its various capacities thereunder, respectively (the "Pledge
Agreements").
(b) Notwithstanding any of the terms or provisions of the Partnership
Agreement to the contrary, the Partners hereby consent to the exercise by
the Collateral Agent of any and all rights with respect to the Pledged
Interests granted to the Collateral Agent pursuant to the terms of the
Pledge Agreements.
Section 4. Effect of Amendment. On and after the date hereof, each
reference in the Partnership Agreement to "this Agreement", "hereof",
"hereunder" or words of like import referring to the Partnership Agreement shall
mean and be a reference to the Partnership Agreement as amended by this
Amendment. The Partnership Agreement, as amended by this Amendment, shall
continue to be in full force and effect and is hereby in all respects ratified
and confirmed.
Section 5. Further Assurances. From time to time upon request and without
further consideration, each of the parties hereto shall, and shall cause its
subsidiaries and affiliates to, execute, deliver and acknowledge all such
further instruments and do such further acts as any other party hereto may
reasonably require to evidence or implement the transactions contemplated by
this Amendment.
3
<PAGE>
Section 6. Waiver. Any failure of any of the parties to comply with any
obligation, covenant, agreement or condition herein may be waived by any of the
parties entitled to the benefit thereof only by a written instrument signed by
each such party granting such waiver, but such waiver or failure to insist upon
strict compliance with such obligation, representation, warranty, covenant,
agreement or condition shall not operate as a waiver of or estoppel with respect
to any subsequent or other failure.
Section 7. Governing Law. This Amendment shall be governed by, and
construed in accordance with, the laws of the State of New Jersey regardless of
the laws that might otherwise govern under applicable principles of conflicts of
laws thereof.
Section 8. Counterparts. This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, and
delivered by means of facsimile transmission or otherwise, each of which when so
executed and delivered shall be deemed to be an original and all of which when
taken together shall constitute but one and the same Amendment.
Section 9. Severability. If any provision of this Amendment shall be held
to be illegal, invalid or unenforceable under any applicable law, then such
contravention or invalidity shall not invalidate the entire Amendment. Such
provision shall be deemed to be modified to the extent necessary to render it
legal, valid and enforceable, and if no such modification shall render it legal,
valid and enforceable, then this Amendment shall be construed as if not
containing the provision held to be invalid, and the rights and obligations of
the parties shall be construed and enforced accordingly.
Section 10. Headings. The headings used herein are for convenience of
reference only, are not a part of this Amendment and are not to affect the
construction of, or to be taken into consideration in interpreting, any
provision of this Amendment or the Partnership Agreement.
[The remainder of this page is intentionally blank.]
4
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their respective duly authorized officers thereunto as of the date
first written above.
TRUMP PLAZA HOLDING, INC.
as Managing General Partner
/s/ Robert M. Pickus
--------------------------------
By: Robert M. Pickus
Title: Assistant Secretary
TRUMP HOTELS & CASINO RESORTS
HOLDINGS, L.P.
as General Partner
/s/ Robert M. Pickus
--------------------------------
By: Robert M. Pickus
Title: Executive Vice President
DONALD J. TRUMP
as a Withdrawing General
Partner
/s/ Donald J. Trump
--------------------------------
Donald J. Trump
5
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<NAME> Trump Plaza Funding
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<ALLOWANCES> 8,594
<INVENTORY> 3,531
<CURRENT-ASSETS> 28,532
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<TOTAL-ASSETS> 442,113
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<OTHER-SE> 73,877
<TOTAL-LIABILITY-AND-EQUITY> 442,113
<SALES> 156,254
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<OTHER-EXPENSES> 41,829<F2>
<LOSS-PROVISION> 555
<INTEREST-EXPENSE> 19,517
<INCOME-PRETAX> 4,908
<INCOME-TAX> 431
<INCOME-CONTINUING> 4,477
<DISCONTINUED> 0
<EXTRAORDINARY> (2,292)
<CHANGES> 0
<NET-INCOME> 2,185
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
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<F2> Includes general & administration and depreciation & amortization
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<LOSS-PROVISION> 555
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<INCOME-PRETAX> (150)
<INCOME-TAX> 0
<INCOME-CONTINUING> (150)
<DISCONTINUED> 0
<EXTRAORDINARY> (9,250)
<CHANGES> 0
<NET-INCOME> (9,400)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
<F1> Includes gaming, lodging, food and beverage and other
<F2> Includes general & administration and depreciation & amortization
</TABLE>
