<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 12, 1996
REGISTRATION NO. 333-153
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
----------------
TRUMP HOTELS & CASINO RESORTS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
7011
(PRIMARY STANDARD INDUSTRIAL CLASSIFICATION CODE NUMBER)
DELAWARE 13-3818402
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
MISSISSIPPI AVENUE AND THE BOARDWALK
ATLANTIC CITY, NEW JERSEY 08401
(609) 441-6060
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
----------------
NICHOLAS L. RIBIS
PRESIDENT AND CHIEF EXECUTIVE OFFICER
TRUMP HOTELS & CASINO RESORTS, INC.
MISSISSIPPI AVENUE AND THE BOARDWALK
ATLANTIC CITY, NEW JERSEY 08401
(609) 441-6060
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
----------------
WITH COPIES TO:
DANIEL D. RUBINO, ESQ. ROBERT M. PICKUS, ESQ.
WILLKIE FARR & GALLAGHER EXECUTIVE VICE PRESIDENT
ONE CITICORP CENTER TRUMP HOTELS & CASINO RESORTS, INC.
153 EAST 53RD STREET MISSISSIPPI AVENUE AND THE BOARDWALK
NEW YORK, NEW YORK 10022 ATLANTIC CITY, NEW JERSEY 08401
(212) 821-8000 (609) 441-6060
NICHOLAS F. MOLES, ESQ. EMANUEL S. CHERNEY, NICHOLAS P. SAGGESE, ESQ.
SECRETARY ESQ. SKADDEN, ARPS, SLATE, MEAGHER
TAJ MAHAL HOLDING CORP. ANDREWS & KURTH L.L.P. & FLOM
1000 THE BOARDWALK 425 LEXINGTON AVENUE 300 SOUTH GRAND AVENUE
ATLANTIC CITY, NEW NEW YORK, NEW YORK SUITE 3400
JERSEY 08401 10017 LOS ANGELES, CALIFORNIA 90071
(609) 449-5540 (212) 850-2800 (213) 687-5000
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(continued on next page)
<PAGE>
(continued from preceding page)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF SECURITIES TO THE
PUBLIC: As soon as practicable after the effective date of this Registration
Statement and concurrent with the merger (the "Merger") of a wholly owned
subsidiary of Trump Hotels & Casino Resorts, Inc. (the "Registrant") with and
into Taj Mahal Holding Corp. ("Taj Holding") pursuant to the Agreement and
Plan of Merger, as amended, attached as Annex A to the Joint Proxy Statement-
Prospectus forming a part of this Registration Statement (the "Merger
Agreement").
If any of the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance
with General Instruction G, check the following box. [_]
----------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(a) OF THE SECURITIES ACT OR UNTIL THIS REGISTRATION STATEMENT SHALL
BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the General Corporation Law of the State of Delaware provides
that a corporation may indemnify directors and officers against liabilities
and expenses they may incur in such capacities provided certain standards are
met, including good faith and the belief that the particular action is in or
not opposed to the best interests of the corporation.
Article IX of the THCR Certificate of Incorporation provides that THCR shall
indemnify to the fullest extent permitted under and in accordance with the
laws of the State of Delaware any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of THCR) by reason of the fact that
he is or was a director, officer, incorporator, employee or agent of THCR, or
is or was serving at the request of THCR as a director, officer, trustee,
employee or agent of or in any other similar capacity with another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of THCR,
and, with respect to any criminal action or proceeding, had no reasonable
cause to believe his conduct was unlawful. The termination of any action, suit
or proceeding by judgment, order, settlement, conviction, or upon a plea of
nolo contendere or its equivalent, shall not, of itself, create a presumption
that the person did not act in good faith and in a manner which he reasonably
believed to be in, or not opposed to, the best interests of THCR, and, with
respect to any criminal action or proceeding, shall not, of itself, create a
presumption that the person had reasonable cause to believe that his conduct
was unlawful. Expenses (including attorneys' fees) incurred in defending any
civil, criminal, administrative or investigative action, suit or proceeding
shall (in the case of any action, suit or proceeding against a director of
THCR) or may (in the case of any action, suit or proceeding against an
officer, trustee, employee or agent) be paid by THCR in advance of the final
disposition of such action, suit or proceeding as authorized by the Board of
Directors upon receipt of an undertaking by or on behalf of the indemnified
person to repay such amount if it shall ultimately be determined that he is
not entitled to be indemnified by THCR as authorized in Article IX.
No director or officer shall be personally liable to THCR or any stockholder
for monetary damages for breach of fiduciary duty as a director or officer,
except for any matter in respect of which such director or officer (A) shall
be liable under Section 174 of the General Corporation Law of the State of
Delaware or any amendment thereto or successor provision thereto, or (B) shall
be liable by reason that, in addition to any and all other requirements for
liability, he:
(i) shall have breached his duty of loyalty to THCR or its stockholders;
(ii) shall not have acted in good faith or, in failing to act, shall not
have acted in good faith;
(iii) shall have acted in a manner involving intentional misconduct or a
knowing violation of law or, in failing to act, shall have acted in a
manner involving intentional misconduct or a knowing violation of law; or
(iv) shall have derived an improper personal benefit.
If the General Corporation Law of the State of Delaware is amended after the
date hereof to authorize corporate action further eliminating or limiting the
personal liability of directors, then the liability of a director of THCR
shall be eliminated or limited to the fullest extent permitted by the General
Corporation Law of the State of Delaware, as so amended.
Each of the Executive Agreement between Trump and THCR and the Ribis Revised
Plaza Agreement among Mr. Ribis, THCR and THCR Holdings, provides for the
indemnification of such respective executive officer in connection with any
claims made against the executive officer involving the performance of his
duties, unless the claim is result of the gross negligence, willful conduct or
bad faith of the executive officer.
II-1
<PAGE>
Pursuant to the Merger Agreement, for a period of six years after the
Effective Time, each of Taj Holding, as the Surviving Corporation, and TM/GP
will, and THCR will cause each of Taj Holding, as the Surviving Corporation,
and TM/GP to, provide to the former officers and directors of Taj Holding (the
"Taj Holding Indemnified Parties") indemnification as provided in the THCR
Certificate of Incorporation and THCR By-Laws in effect as of the date of the
Merger Agreement. In addition, THCR has agreed, and has agreed to cause Taj
Holding, as the Surviving Corporation, and TM/GP to agree, that until six
years from the Effective Time, unless otherwise required by law, the
certificate of incorporation and by-laws of the Surviving Corporation and
TM/GP shall not be amended, repealed or modified to reduce or limit the rights
of indemnity afforded to the present and former directors, officers and
employees of Taj Holding and TM/GP (including, without limitation, with
respect to the Merger Transaction) or the ability of Taj Holding, as the
Surviving Corporation, or TM/GP to indemnify such persons, nor to hinder,
delay or make more difficult the exercise of such rights of indemnity or the
ability to indemnify. The Merger Agreement further provides that for such six
years after the Effective Time, Taj Holding, as the Surviving Corporation, and
TM/GP shall, and THCR shall cause Taj Holding, as the Surviving Corporation,
and TM/GP to purchase and maintain in effect directors' and officers'
liability insurance policies covering the Taj Holding Indemnified Parties on
terms no less favorable than the terms of the current insurance policies'
coverage or, if such directors' and officers' liability insurance is
unavailable for an amount not greater than 150% of the premium paid by Taj
Holding (on an annualized basis) for directors' and officers' liability
insurance during the period from January 1, 1996 to the Effective Time, Taj
Holding, as the Surviving Corporation, and TM/GP shall obtain as much
insurance as can be obtained for a premium not in excess (on an annualized
basis) of such amount.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
<TABLE>
<CAPTION>
(a) EXHIBITS
EXHIBIT NO. DESCRIPTION OF EXHIBIT
----------- ----------------------
<C> <S>
2.1(13) Agreement and Plan of Merger, dated January 8, 1996, between
Trump Hotels & Casino Resorts, Inc., Taj Mahal Holding Corp. and
THCR Merger Corp.
2.1.1(14) Amended to Agreement and Plan of Merger, dated January 31, 1996,
by and among Trump Hotels & Casino Resorts, Inc., Taj Mahal
Holding Corp. and THCR Merger Corp.
3.1(12) Amended and Restated Certificate of Incorporation of Trump
Hotels & Casino Resorts, Inc.
3.2(12) Amended and Restated By-Laws of Trump Hotels & Casino Resorts,
Inc.
4.1(7) Mortgage Note Indenture, among Trump Plaza Funding, Inc., as
issuer, Trump Plaza Associates, as guarantor, and First Bank
National Association, as trustee.
4.2(7) Indenture of Mortgage, between Trump Plaza Associates, as
mortgagor, and Trump Plaza Funding, Inc., as mortgagee.
4.3(7) Assignment Agreement between Trump Plaza Funding, Inc., and
First Bank National Association, as trustee.
4.4(7) Assignment of Operating Assets from Trump Plaza Associates to
Trump Plaza Funding, Inc.
4.5(7) Assignment of Leases and Rents from Trump Plaza Associates to
Trump Plaza Funding, Inc.
4.6(7) Indenture of Mortgage between Trump Plaza Associates and First
Bank National Association, as trustee.
4.7(7) Assignment of Leases and Rents from Trump Plaza Associates to
First Bank National Association, as trustee.
</TABLE>
II-2
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF EXHIBIT
----------- ----------------------
<C> <S>
4.8(7) Assignment of Operating Assets from Trump Plaza Associates to
First Bank National Association, as trustee.
4.9(7) Trump Plaza Associates Note to Trump Plaza Funding, Inc.
4.10(7) Mortgage Note Certificate (included in Exhibit 4.1).
4.11(7) Pledge Agreement of Trump Plaza Funding, Inc., in favor and for
the benefit of First Bank National Association, as trustee.
4.12-4.16 Intentionally omitted.
4.17(12) Senior Secured Note Indenture between Trump Hotels & Casino
Resorts Holdings, L.P. and Trump Hotels & Casino Resorts
Funding, Inc., as issuers, and First Bank National Association,
as trustee.
4.18(12) Senior Secured Note Certificate (included in Exhibit 4.17).
4.19.1(12) Pledge Agreement, dated June 12, 1995, from Trump Hotels &
Casino Resorts Holdings, L.P., as pledgor to First Bank National
Association as collateral agent, on behalf of First Bank
National Association in its respective capacities as trustees.
4.19.2(12) Pledge Agreement, dated June 12, 1995, from Trump Hotels &
Casino Resorts Holdings, L.P., as pledgor to First Bank National
Association as trustee.
4.19.3(12) Pledge Agreement, dated June 12, 1995, from Trump Plaza Holding
Associates, as pledgor to First Bank National Association as
collateral agent, on behalf of First Bank National Association
in its respective capacities as trustees.
4.19.4(12) Pledge Agreement, dated June 12, 1995, from Trump Plaza Holding,
Inc. as pledgor to First Bank National Association as collateral
agent, on behalf of First Bank National Association in its
respective capacities as trustees.
4.20 Intentionally omitted.
4.21-4.23 Intentionally omitted.
4.24(12) Cash Collateral and Disbursement Agreement, dated June 12, 1995,
among First Bank National Association, as disbursement agent,
First Bank National Association, as trustee, and Trump Hotels &
Casino Resorts Holdings, L.P. and Trump Hotels & Casino Resorts
Funding, Inc., as issuers.
4.25(11) Certificate of Common Stock of Trump Hotels & Casino Resorts,
Inc.
5.1* Opinion of Willkie Farr & Gallagher.
8.1* Opinion of Willkie Farr & Gallagher with respect to certain tax
matters.
10.1-10.6 Intentionally omitted.
10.7(9) Employment Agreement between Trump Plaza Associates and Barry
Cregan.
10.8-10.9 Intentionally omitted.
10.10(3) Agreement of Lease, dated as of July 1, 1980, by and between SSG
Enterprises, as lessor and Atlantic City Seashore 2, Inc., as
lessee, as SSG Enterprises' interest has been assigned to
Seashore Four Associates, and as Atlantic City Seashore 2,
Inc.'s interest has been, through various assignments, assigned
to Trump Plaza Associates (with schedules).
10.11(3) Agreement of Lease, dated July 11, 1980, by and between Plaza
Hotel Management Company, as lessor, and Atlantic City Seashore
3, Inc., as lessee, as Atlantic City Seashore 3, Inc.'s interest
has been, through various assignments, assigned to Trump Plaza
Associates (with schedules).
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF EXHIBIT
----------- ----------------------
<C> <S>
10.12(3) Agreement of Lease, dated as of July 1, 1980, by and between
Magnum Associates and Magnum Associates II, as lessor and
Atlantic City Seashore 1, Inc., as lessee, as Atlantic City
Seashore 1, Inc.'s interest has been, through various
assignments, assigned to Trump Plaza Associates (with
schedules).
10.13-10.15 Intentionally omitted.
10.16(1) Trump Plaza Hotel and Casino Retirement Savings Plan effective
as of November 1, 1986.
10.17-10.20 Intentionally omitted.
10.21(4) Assignment of Lease, dated as of July 28, 1988, by and between
Magnum Associates and Magnum Associates II, as assignor, Trump
Seashore Associates, as assignee, and Trump Plaza Associates, as
lessee.
10.22-10.27 Intentionally omitted.
10.28(2) Option Agreement, dated as of February 2, 1993, between Donald
J. Trump and Trump Plaza Associates.
10.29 Intentionally omitted.
10.30(5) Amended and Restated Services Agreement between Trump Plaza
Associates and Trump Plaza Management Corp.
10.31-10.32 Intentionally omitted.
10.33(6) Mortgage from Donald J. Trump, as nominee, to Albert Rothenberg
and Robert Rothenberg, dated October 3, 1983.
10.34(6) Intentionally omitted.
10.35(6) Mortgage from Trump Plaza Associates to The Mutual Benefit Life
Insurance Company, dated October 5, 1990.
10.35.1(6) Collateral Assignment of Leases from Trump Plaza Associates to
The Mutual Benefit Life Insurance Company, dated October 5,
1990.
10.36-10.37 Intentionally omitted.
10.38(8) Employment Agreement between Trump Plaza Associates and Nicholas
L. Ribis.
10.38.1(2) Employment Agreement between Trump Hotels & Casino Resorts
Holdings, L.P. and Nicholas L. Ribis (with exhibits).
10.39(8) Severance Agreement between Trump Plaza Associates and Robert M.
Pickus.
10.39.1 Employment Contract, dated July 7, 1995, between Trump Hotels &
Casino Resorts Holdings, L.P. and Robert M. Pickus.
10.40(10) Employment Agreement, dated as of February 7, 1995, between
Trump Plaza Associates and Kevin S. Smith.
10.41(10) Employment Agreement between Trump Plaza Associates and James A.
Rigot.
10.42(10) Option and Right of First Offer Agreement between Trump Plaza
Associates and Missouri Boardwalk Inc., dated June 24, 1993.
10.43(10) Lease between Donald J. Trump and Missouri Boardwalk Inc., dated
June 24, 1993.
10.44(10) Sublease between Donald J. Trump and Missouri Boardwalk Inc.,
dated June 24, 1993.
10.45 Intentionally omitted.
10.46(12) Executive Agreement among Donald J. Trump, Trump Hotels & Casino
Resorts, Inc. and Trump Hotels & Casino Resorts Holdings, L.P.
10.47(12) 1995 Stock Incentive Plan of Trump Hotels & Casino Resorts, Inc.
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF EXHIBIT
----------- ----------------------
<S> <C>
10.48(11) Sales and Construction Agreement, dated May 1, 1995, between Trump
Indiana, Inc. and Atlantic Marine, Inc.
10.49(11) Agreement of Sale, dated May 10, 1995, between Trump Indiana, Inc. and
Lehigh Portland Cement Company.
10.50(11) Acquisition Agreement, dated April 27, 1995, between Trump Oceanview, Inc.
and The New Jersey Sports and Exposition Authority.
10.51(11) Amended and Restated Partnership Agreement of Trump Hotels & Casino
Resorts Holdings, L.P.
10.52(12) Exchange and Registration Rights Agreement, dated June 12, 1995, between
Trump Hotels & Casino Resorts, Inc. and Donald J. Trump.
10.53(12) Contribution Agreement, dated June 12, 1995, between Trump Hotels & Casino
Resorts Holdings, L.P. and Donald J. Trump.
10.54(12) Trademark License Agreement, dated June 12, 1995, between Donald J. Trump
and Trump Hotels & Casino Resorts, Inc.
10.55(12) Trademark Security Agreement, dated June 12, 1995, between Trump Hotels &
Casino Resorts, Inc. and Donald J. Trump.
10.56(11) Agreement of Sublease between Donald J. Trump and Time Warner
Entertainment Company, L.P., as amended.
10.57 Intentionally omitted.
10.58(12) Promissory Note of Donald J. Trump in favor of Trump Hotels & Casino
Resorts Holdings, L.P.
10.59* First Amended and Restated Operating Agreement of Buffington Harbor
Riverboat, L.L.C. by and between Trump Indiana, Inc. and Barden-Davis
Casinos, L.L.C., dated as of October 31, 1995.
10.60* Loan and Security Agreement, by and between debis Financial Services, Inc.
and Trump Indiana, Inc., dated August 30, 1995.
10.60.1* Amendment Agreement to Loan and Security Agreement, by and between debis
Financial Services, Inc. and Trump Indiana, Inc., dated as of October 25,
1995.
10.61* Voting Agreement between Donald J. Trump and Trump Hotels & Casino
Resorts, Inc., dated January 8, 1996.
21(11) List of Subsidiaries of Trump Hotels & Casino Resorts, Inc.
23.1* Consent of Arthur Andersen LLP.
23.2* Intentionally omitted.
23.3* Consent of Willkie Farr & Gallagher (included in Exhibits 5.1 and 8.1).
23.4* Consent of Sterns & Weinroth.
23.5* Consent of Tabbert Hahn & Zanetis, P.C.
23.6* Consent of Donaldson, Lufkin & Jenrette Securities Corporation
23.7* Consent of Rothschild Inc.
23.8* Consent of Appraisal Group International.
24.1* Power of Attorney.
27* Financial Data Schedule of Trump Hotels & Casino Resorts, Inc.
99.1* Proxy Card for the Special Meeting of Stockholders of Trump Hotels &
Casino Resorts, Inc.
99.2 Proxy Card for the Special Meeting of Stockholders of Taj Mahal Holding
Corp.
99.3 Election Form for holders of Class A Common Stock of Taj Mahal Holding
Corp.
</TABLE>
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* Previously filed.
II-5
<PAGE>
(1) Incorporated herein by reference to the identically numbered Exhibit in
the Annual Report on Form 10-K of Trump Plaza Funding, Inc. for the year
ended December 31, 1986.
(2) Incorporated herein by reference to the identically numbered Exhibit in
the Annual Report on Form 10-K of Trump Plaza Funding, Inc. for the year
ended December 31, 1992.
(3) Incorporated herein by reference to the identically numbered Exhibit in
the Registration Statement on Form S-1, Registration No. 33-4604, of Trump
Plaza Funding, Inc.
(4) Incorporated herein by reference to the identically numbered Exhibit in
the Annual Report on Form 10-K of Trump Plaza Funding, Inc. for the fiscal
year ended December 31, 1990.
(5) Previously filed in the Registration Statement on Form S-1, Registration
No. 33-58608, of Trump Atlantic City Associates (formerly Trump Plaza
Holding Associates).
(6) Incorporated herein by reference to the identically numbered Exhibit in
the Registration Statement on Form S-1, Registration No. 33-58602, of
Trump Plaza Funding, Inc. and Trump Plaza Associates.
(7) Incorporated herein by reference to the identically numbered Exhibit in
the Registration Statement on Form S-1, Registration No. 33-58608, of
Trump Atlantic City Associates (formerly Trump Plaza Holding Associates).
(8) Incorporated herein by reference to the identically numbered Exhibit in
the Annual Report on Form 10-K of Trump Plaza Funding, Inc. and Trump
Atlantic City Associates (formerly Trump Plaza Holding Associates) for the
year ended December 31, 1993.
(9) Incorporated herein by reference to the identically numbered Exhibit in
the Quarterly Report on Form 1O-Q of Trump Plaza Funding, Inc. for the
quarter ended September 30, 1994.
(10) Incorporated herein by reference to the identically numbered Exhibit in
the Annual Report on Form 10-K of Trump Plaza Funding, Inc. and Trump
Atlantic City Associates (formerly Trump Plaza Holding Associates) for
the year ended December 31, 1994.
(11) Incorporated herein by reference to the identically numbered Exhibit to
the Registration Statement on Form S-1, Registration No. 33-90784, of
Trump Hotels & Casino Resorts, Inc.
(12) Incorporated herein by reference to the identically numbered Exhibit in
the Quarterly Report on Form 10-Q of Trump Hotels & Casino Resorts, Inc.,
Trump Hotels & Casino Resorts Holdings, L.P. and Trump Hotels & Casino
Resorts Funding, Inc. for the quarter ended June 30, 1995.
(13) Incorporated herein by reference to the identically numbered Exhibit on
the Current Report on Form 8-K of Trump Hotels & Casino Resorts, Inc.,
dated January 10, 1996.
(14) Incorporated herein by reference to the identically numbered Exhibit on
the Current Report on Form 8-K of Trump Hotels & Casino Resorts, Inc.,
dated February 1, 1996.
(B) FINANCIAL STATEMENT SCHEDULES
SCHEDULE II--Valuation and Qualifying Accounts of Trump Hotels & Casino
Resorts, Inc. for the period from inception (June 12, 1995) to
December 31, 1995.
SCHEDULE II--Valuation and Qualifying Accounts of Trump Atlantic City
Associates and Trump Plaza Associates for the years ended
December 31, 1993, 1994 and 1995.
SCHEDULE II--Valuation and Qualifying Accounts of Trump Taj Mahal
Associates and Trump Taj Mahal Funding, Inc. for the years
ended December 31, 1993, 1994 and 1995.
ITEM 22. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement;
II-6
<PAGE>
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
The undersigned registrant hereby undertakes as follows:
(1) that prior to any public reoffering of the securities registered
hereunder through use of a prospectus which is a part of this registration
statement, by any person or party who is deemed to be an underwriter within
the meaning of Rule 145(c), the issuer undertakes that such reoffering
prospectus will contain the information called for by the applicable
registration form with respect to reofferings by persons who may be deemed
underwriters, in addition to the information called for by any other Items
of the applicable form.
(2) that every prospectus (i) that is filed pursuant to paragraph (1)
immediately preceding, or (ii) that purports to meet the requirements of
section 10(a)(3) of the Act and is used in connection with an offering of
securities subject to Rule 415, will be filed as a part of an amendment to
the registration statement and will not be used until such amendment is
effective, and that, for purposes of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(c) The undersigned registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Items 4, 10(b), 11, or 13 of this Form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through
the date of responding to the request.
(d) The undersigned registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant has duly caused this Post-Effective Amendment No. 1 to Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, New York, on March 12, 1996.
TRUMP HOTELS & CASINO RESORTS, INC.
/s/ Nicholas L. Ribis
By __________________________________
Name: Nicholas L. Ribis
Title: President, Chief Executive
Officer and Director
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURES TITLE DATE
* Chairman of the
- ------------------------------------- Board of Directors March 12, 1996
DONALD J. TRUMP
/s/ Nicholas L. Ribis President, Chief
- ------------------------------------- Executive Officer March 12, 1996
NICHOLAS L. RIBIS and Director
(principal
executive and
financial officer)
* Director
- ------------------------------------- March 12, 1996
WALLACE B. ASKINS
* Director
- ------------------------------------- March 12, 1996
DON M. THOMAS
* Director
- ------------------------------------- March 12, 1996
PETER M. RYAN
* Senior Vice
- ------------------------------------- President of March 12, 1996
JOHN P. BURKE Corporate Finance
(principal
accounting officer)
/s/ Nicholas L. Ribis
*By: ________________________________
NICHOLAS L. RIBIS
ATTORNEY-IN-FACT
II-8
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF EXHIBIT
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<S> <C>
10.39.1 Employment Contract, dated July 7, 1995, between Trump Hotels & Casino
Resorts Holdings, L.P. and Robert M. Pickus.
99.2 Proxy Card for the Special Meeting of Stockholders of Taj Mahal Holding
Corp.
99.3 Election Form for holders of Class A Common Stock of Taj Mahal Holding
Corp.
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<PAGE>
EMPLOYMENT CONTRACT
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This letter will serve to confirm our understanding and agreement pursuant
to which Trump Hotels and Casino Resorts Holdings, L.P. ("Trump") has agreed to
employ you, and you have agreed to be employed by Trump commencing July 10,
1995, and expiring July 9, 1998 or such later date pursuant to Paragraph 13
hereof ("Expiration Date"), unless terminated earlier by Trump pursuant to
Paragraph 12 hereof:
1. You shall be employed by Trump in the capacity of Executive Vice President
and General Counsel to perform such duties as are commonly attendant upon
such office.
2. a. During the term of this Agreement, you shall be paid an annual base
salary at the rate of Two Hundred Seventy-Five Thousand, ($275,000)
Dollars, payable periodically in accordance with Trump's regular
payroll practices.
b. Upon the execution of this Agreement, you shall receive a payment in
the amount of Forty Thousand ($40,000) Dollars.
c. At the end of each calendar year during your employment, you shall
receive a bonus in a minimum amount calculated pursuant to the bonus
or similar plan then in effect by Trump Plaza Associates, a subsidiary
of Trump.
3. On the first anniversary of your employment with Trump and on all
subsequent anniversary dates, your annual salary will be reviewed in
accordance with Trump's regular policies therefor. Any increase of your
annual salary shall be in Trump's sole and absolute discretion.
4. You shall be afforded coverage under Trump's employee insurance programs in
such form and at such levels as Trump, in its sole and absolute discretion,
may hereafter elect to provide for similarly situated executives.
5. a. You shall be entitled to participate in Trump's executive benefit
programs in such form and at such levels as Trump, in its sole and
absolute discretion, may hereafter elect to provide similarly situated
executives.
b. You shall also have free use of hotel valet and laundry services and
executive comping privileges at such levels, if any, as Trump in its
sole and absolute
<PAGE>
discretion, shall establish from time to time for similarly situated
executives.
6. You agree that until the Expiration Date and so long as Trump continues to
pay your salary as provided herein, you shall not accept employment, either
as an employee, consultant or independent contractor, for or on behalf of
any other casino hotel located in Atlantic City, New Jersey. You
acknowledge and agree that this restrictive covenant is reasonable as to
duration, terms and geographical area and that the same is necessary to
protect the legitimate interests of Trump, imposes no undue hardship on you
and is not injurious to the public.
7. You hereby agree that throughout the term of this Agreement you shall
devote your full time, attention and efforts to Trump's business and shall
not, directly or indirectly, work for, consult with or otherwise engage in
any other activities of a business nature for any other person or entity,
without Trump's prior written consent. You will promptly communicate to
Trump, in writing when requested, and marketing strategies, technical
designs and concepts, and other ideas pertaining to Trump's business which
are conceived or developed by you, alone or with others, at any time
(during of after business hours) while you are employed by Trump. You
acknowledge that all of those ideas will be Trump's exclusive property.
You agree to sign any documents which Trump deems necessary to confirm its
ownership of those ideas, and you agree to otherwise cooperate with Trump
in order to allow Trump to take full advantage of those ideas.
8. You acknowledge that you have access to information which is proprietary
and confidential to Trump. This information includes, but is not limited
to, (1) the identity of customers and prospects, (2) names, addresses and
phone numbers of individual contacts, (3) pricing policies, marketing
strategies, product strategies and methods of operation, and (4) expansion
plans, management policies and other business strategies and policies. You
acknowledge and understand that this information must be maintained in
strict confidence in order for Trump to protect its business and its
competitive position in the marketplace. Accordingly, both during and
after termination of your employment, you agree that you will not disclose
any of this information for any purpose or remove materials containing this
information from Trump's premises. Upon termination of your employment,
you will immediately return to Trump all correspondence files, business
card files, customer and prospect lists, price books, technical data, notes
and other
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<PAGE>
materials which contain any of this information, and you will not retain
copies of those materials.
9. You represent to Trump that there are no restrictions or agreements to
which you are a party which would be violated by our execution of this
Agreement and your employment hereunder.
10. You hereby agree to comply with all of the rules, regulations, policies
and/or procedures adopted by Trump during the terms of this Agreement, as
well as all applicable state, federal and local laws, regulations and
ordinances.
11. You hereby represent that you presently hold the New Jersey Casino Control
Commission ("Commission") license required in connection with your
employment hereunder and will take appropriate steps to renew said license
in a timely manner.
12. Prior to the Expiration Date, Trump may terminate your employment hereunder
only under the following circumstances (herein referred to as "Cause"):
(i) Upon revocation by the Commission of your casino key employee
license and the exhaustion of all appeals therefrom, or in the
absence of an appeal, the exhaustion of any appeal period from
such action;
(ii) Your conviction of a crime under the law of any jurisdiction which
constitutes a disqualifying crime described in J.J.S.A. 5:12-86;
(iii) You shall become permanently disabled and unable to perform the
essential functions of your position;
(iv) You die; or
(v) Any breach by you of your duty of trust to Trump, such as theft by
you of Trump or fraud committed by you upon Trump.
In the event of a termination pursuant to this paragraph, Trump shall pay
to you your compensation under Section 2 hereof earned to the date of
termination and shall have no further liability or obligation to you under
this Agreement.
13. Commencing on July 10, 1997 and on the last day of each week thereafter
this Agreement shall automatically be extended for an additional one (1)
week period so that at all times
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<PAGE>
after such date, this Agreement shall remain in effect for an unexpired
period of twelve (12) months. Such automatic renewals shall continue until
Trump provides you with thirty (30) day prior written notice of its extent
to stop such renewals and the effective date thereof. In the event of such
notice, your employment under this Agreement shall terminate on the
Expiration Date (as last extended).
14. Trump shall indemnify, defend and hold you harmless, including the payment
of reasonable attorney fees, if Trump does not directly provide your
defense, from and against any and all claims made by anyone, including, but
not limited to, a corporate entity, company, other employee, agent, patron
or member of the general public with respect to any claim which asserts as
a basis, any acts, omissions or other circumstances involving the
performance of your employment duties hereunder unless such claim is based
upon your gross negligence or any willful and/or wanton act.
15. You represent that you are a citizen of the United States or that you
possess the proper visa and/or work permits necessary to perform your
functions hereunder.
16. You acknowledge that it would be extremely difficult to measure the damages
that might result from any breach by you of your promises in Sections 6, 7,
and 8 of the Employment Contract and that a breach may cause irreparable
injury to Trump which could not be compensated by money damages.
Accordingly, Trump will be entitled to enforce this Employment Contract by
obtaining a court order prohibiting you (and any others involved) from
breaching this Agreement. If a court decides that any part of this
Agreement is too broad, the court may limit that part and enforce it as
limited.
17. This Agreement shall be governed by and construed in accordance with the
laws of the State of New Jersey and in any lawsuit involving this
Agreement, I consent to the jurisdiction and venue of any State or federal
court located in New Jersey. This Agreement represents the entire
agreement between the parties and may not be modified or amended without
the written agreement of both parties.
If the foregoing correctly sets forth our understanding, kindly sign and
return to me the duplicate copy of this letter enclosed herewith.
Very truly yours,
TRUMP HOTELS & CASINO RESORTS HOLDINGS, L.P.
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<PAGE>
By: Trump Hotels & Casino Resorts, Inc.
General Partner
Agreed and Consented to:
By: /s/ /s/
-------------------------- ---------------------------
NICHOLAS L. RIBIS ROBERT M. PICKUS
President and
Chief Executive Officer 7/7/95
---------------------------
DATE
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<PAGE>
TAJ MAHAL HOLDING CORP.
1000 The Boardwalk
Atlantic City, New Jersey 08401
PROXY FOR THE SPECIAL MEETING OF STOCKHOLDERS
to be held at The Plaza Hotel, 768 Fifth Avenue, New York, New York 10019 at
10:00 a.m., local time, on April 11, 1996
The undersigned hereby appoints Nicholas L. Ribis and Robert M. Pickus, and
each of them, with full power of substitution, as proxies of the undersigned
to vote all shares of stock which the undersigned is entitled in any capacity
to vote at the above-stated Special Meeting, and at any and all adjournments
or postponements thereof, on the matters set forth on the reverse side of this
Proxy Card, and, in their discretion, upon all matters incident to the conduct
of the Special Meeting and upon such other matters as may properly be brought
before the Special Meeting. This proxy revokes all prior proxies given by the
undersigned.
ALL PROPERLY SIGNED PROXIES WILL BE VOTED AS DIRECTED. IF NO INSTRUCTIONS
ARE INDICATED ON A PROPERLY EXECUTED PROXY, SUCH PROXY WILL BE VOTED FOR
APPROVAL OF PROPOSAL NO. 1. ALL ABSTAIN VOTES WILL BE COUNTED IN DETERMINING
THE EXISTENCE OF A QUORUM AT THE SPECIAL MEETING, BUT WILL HAVE THE SAME
EFFECT AS A VOTE AGAINST PROPOSAL NO. 1.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF TAJ MAHAL
HOLDING CORP.
Receipt of the Notice of Meeting and the Joint Proxy Statement-Prospectus
dated March 8, 1996 (the "Joint Proxy Statement-Prospectus") is hereby
acknowledged.
PLEASE SIGN AND DATE ON THE REVERSE SIDE AND
MAIL THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
(Continued on reverse side)
<PAGE>
(Continued from reverse side)
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF TAJ MAHAL
HOLDING CORP.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL NO. 1.
Please mark boxes in blue or black ink. (JOINT OWNERS SHOULD EACH SIGN.
PLEASE SIGN EXACTLY AS YOUR
NAME(S) APPEARS ON THIS CARD.
WHEN SIGNING AS ATTORNEY,
TRUSTEE, EXECUTOR,
ADMINISTRATOR, GUARDIAN OR
CORPORATE OFFICER, PLEASE GIVE
YOUR FULL TITLE BELOW.)
1. Approval and adoption of the Merger
Agreement (as such term is defined in the
Joint Proxy Statement-Prospectus)
FOR [_] AGAINST [_] ABSTAIN [_]
2. In the discretion of the proxies with
respect to any other matters that may
properly come before the Special Meeting
or any adjournments or postponements
thereof.
---------------------------------
(TITLE OR AUTHORITY)
---------------------------------
(SIGNATURE)
---------------------------------
(SIGNATURE)
Dated:__________, 1996
YOUR VOTE IS IMPORTANT. PLEASE SIGN, DATE AND MAIL THIS PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
<PAGE>
ELECTION FORM
THIS ELECTION FORM ALLOWS A HOLDER OF CLASS A COMMON STOCK OF TAJ
MAHAL HOLDING CORP. TO ELECT TO RECEIVE CASH CONSIDERATION RATHER THAN
STOCK CONSIDERATION IN CONNECTION WITH THE MERGER OF THCR MERGER
CORP., A WHOLLY OWNED SUBSIDIARY OF TRUMP HOTELS & CASINO RESORTS,
INC., WITH AND INTO TAJ MAHAL HOLDING CORP.
This Election Form is submitted in connection with the proposed merger (the
"Merger") of THCR Merger Corp. ("Merger Sub"), a wholly owned subsidiary of
Trump Hotels & Casino Resorts, Inc. ("THCR"), with and into Taj Mahal Holding
Corp. ("Taj Holding"). This Election Form permits each holder of Class A
Common Stock (or the beneficial owner through appropriate and customary
documentation and instructions), par value $.01 per share, of Taj Holding (the
"Class A Common Stock") to elect to receive, for each of their shares of Class
A Common Stock, either (i) $30.00 in cash ("Cash Consideration") or (ii) that
number of fully paid and nonassessable shares of Common Stock, par value $.01
per share, of THCR (the "THCR Common Stock") as is determined by dividing
$30.00 by the Market Value ("Stock Consideration" and, collectively with Cash
Consideration, "Merger Consideration"). Market Value is defined as the average
of the high and low per share sales prices on the New York Stock Exchange of a
share of THCR Common Stock on a random selection of ten trading days within
the fifteen trading day period ending five trading days immediately preceding
the Effective Time (as defined in the Agreement and Plan of Merger, as
amended, dated as of January 31, 1996, by and among Taj Holding, THCR and
Merger Sub (the "Merger Agreement")) of the Merger.
TO ELECT TO RECEIVE CASH CONSIDERATION RATHER THAN STOCK CONSIDERATION, THIS
ELECTION FORM MUST BE PROPERLY COMPLETED AND SENT TO CONTINENTAL STOCK
TRANSFER & TRUST COMPANY (THE "EXCHANGE AGENT") AT THE ADDRESSES LISTED BELOW
ON OR BEFORE 5:00 P.M. ON APRIL 10, 1996 (the "Election Deadline"). Any
Election Form may be revoked prior to the Election Deadline by submitting a
new Election Form to the Exchange Agent. HOLDERS OF CLASS A COMMON STOCK WHO
DO NOT SUBMIT THIS ELECTION FORM OR WHO SUBMIT AN ELECTION FORM THAT IS NOT
PROPERLY COMPLETED WILL RECEIVE STOCK CONSIDERATION IN CONNECTION WITH THE
MERGER. The determination of the Exchange Agent shall be binding and
conclusive as to whether or not the Election Form has been properly or timely
submitted or revoked. None of the Exchange Agent, THCR, Taj Holding or Merger
Sub shall be under any obligation to notify any person of any defect in an
Election Form or the revocation thereof.
To: Continental Stock Transfer & Trust Company, Exchange Agent
By mail, by overnight courier and by hand:
Reorg. Department
2 Broadway
19th Floor
New York, NY 10004
By Facsimile: Confirm by telephone to:
(212) 509-5152 (212) 509-4000, ext. 226
DELIVERY OF THIS ELECTION FORM TO AN ADDRESS, OR TRANSMISSION OF INSTRUCTIONS
VIA A TELECOPY FACSIMILE NUMBER, OTHER THAN AS SET FORTH ABOVE, DOES NOT
CONSTITUTE VALID DELIVERY.
<PAGE>
PLEASE MAKE YOUR ELECTION BY PROPERLY FILLING IN THE INFORMATION REQUESTED
BELOW.
EACH HOLDER OF CLASS A COMMON STOCK MUST ELECT EITHER STOCK CONSIDERATION OR
CASH CONSIDERATION. PLEASE MARK ONE OF THE FOLLOWING BOXES, INDICATING THE TYPE
OF CONSIDERATION YOU ELECT TO RECEIVE IN CONNECTION WITH THE MERGER:
STOCK CONSIDERATION [_] CASH CONSIDERATION [_]
DO NOT SEND YOUR STOCK CERTIFICATE(S) WITH THIS ELECTION FORM. If the Merger
is effected, the Exchange Agent will mail to each holder of shares of Class A
Common Stock (other than Dissenting Shares (as defined in the Merger
Agreement)) (i) a letter of transmittal and (ii) instructions to effect the
surrender of the certificates evidencing shares of Class A Common Stock in
exchange for Merger Consideration.
DESCRIPTION OF SHARES
(ATTACH SEPARATE SIGNED LIST IF NECESSARY)
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NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) CERTIFICATE NUMBER OF
(IF SHARES ARE HELD IN STREET NAME, PLEASE NUMBERS SHARES
PRINT THE FIRM'S NAME, ADDRESS AND DTC EVIDENCED BY
PARTICIPANT NUMBER) CERTIFICATES
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--------------------------------
--------------------------------
--------------------------------
--------------------------------
--------------------------------
--------------------------------
--------------------------------
--------------------------------
--------------------------------
THIS ELECTION FORM MUST BE SIGNED HERE
The undersigned hereby represents and warrants that the undersigned has full
power and authority to complete and deliver this Election Form. The
undersigned, upon request, shall execute and deliver all additional documents
deemed by the Exchange Agent, THCR or Taj Holding to be necessary or desirable
to complete the election.
SIGNATURE GUARANTEE
SIGN HERE:
------------------------------------- (COMPLETE ONLY IF REQUIRED--SEE
------------------------------------- INSTRUCTIONS.)
(SIGNATURE OF HOLDER(S))
Note: A notarization by a notary public
is not acceptable.
Name(s):
-------------------------------------
------------------------------------- FOR USE BY ELIGIBLE INSTITUTIONS ONLY
(PLEASE PRINT)
------------------------------------- PLACE MEDALLION GUARANTEE IN SPACE
(AREA CODE AND TELEPHONE NUMBER) BELOW
Dated: ______________________________
Must be signed by registered
holder(s) exactly as name(s)
appear(s) on stock certificate(s) or
by person(s) authorized to become
registered holder(s) by certificates
and documents transmitted herewith.
If the signature is by attorney,
executor, administrator, trustee or
guardian or others acting in a
fiduciary capacity, set forth full
title and see Instructions.
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<PAGE>
INSTRUCTIONS
1. Signatures on Election Form; Stock Powers and Endorsements. If this
Election Form is signed by the registered holder(s) of the shares of Class A
Common Stock, the signature(s) must correspond with the name(s) as written on
the face of the certificates evidencing such shares of Class A Common Stock.
If this Election Form is signed by a trustee, executor, administrator,
guardian, attorney-in-fact, officer of a corporation or other person acting in
a fiduciary or representative capacity, such person should so indicate when
signing, and proper evidence satisfactory to THCR or Taj Holding of such
person's authority so to act must be submitted.
2. Guarantee of Signatures. Except as otherwise provided, all signatures on
this Election Form must be guaranteed by a firm which is a bank, broker,
dealer, credit union, savings association or other entity that is a member in
good standing of the Securities Transfer Agent's Medallion Program (each, an
"Eligible Institution"). No signature guarantee is required on this Election
Form if this Election Form is signed by the registered holder(s) of the shares
of Class A Common Stock to which the Election Form relates.
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