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As filed with the Securities and Exchange Commission on February 28, 1997
Registration No. 333-________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TRUMP HOTELS & CASINO RESORTS, INC.
(Exact name of registrant as specified in its charter)
Delaware 13-3818402
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
2500 Boardwalk
Atlantic City, New Jersey 08401
(Address of Principal Executive Office)
Trump Plaza Hotel & Casino Savings Plan
Trump Castle Hotel & Casino Savings Plan
Trump Casino Services Savings Plan
Trump Indiana Savings Plan
Trump Taj Mahal Hotel & Casino Savings Plan
(Full title of the plans)
Nicholas L. Ribis
President and Chief Executive Officer
Trump Hotels & Casino Resorts, Inc.
2500 Boardwalk
Atlantic City, New Jersey 08401
(609) 441-6060
(Name, address and telephone number,
including area code, of agent for service)
COPY TO:
Daniel D. Rubino, Esq.
Willkie Farr & Gallagher
One Citicorp Center
153 East 53rd Street
New York, New York 10022
(212) 821-8000
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CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered (1) per share (2) price (2) fee
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Common Stock,
$0.01 par
value per share 2,000,000 $9.1875 $18,375,000 $5,568.18
(1) Represents the shares of common stock of Trump Hotels & Casino Resorts,
Inc. issuable pursuant to the Trump Plaza Hotel & Casino Savings Plan (the
"Plaza Plan"), the Trump Castle Hotel & Casino Savings Plan (the "Castle
Plan"), the Trump Casino Services Savings Plan (the "Casino Services
Plan"), the Trump Taj Mahal Hotel & Casino Savings Plan (the "Taj Plan"),
and the Trump Indiana Savings Plan (the "Indiana Plan") (all collectively
referred to herein as the "401(k) Plans"). In addition, pursuant to Rule
416(c) under the Securities Act of 1933, as amended (the "Securities Act"),
this registration statement on Form S-8 (the "Registration Statement") also
covers an indeterminate amount of interests to be offered or sold pursuant
to the 401(k) Plans.
(2) Estimated solely for calculating the amount of the registration fee,
pursuant to Rule 457(h) under the Securities Act.
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PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, filed with the Securities and Exchange
Commission (the "Commission") by Trump Hotels & Casino Resorts, Inc., a Delaware
corporation (the "Company") are incorporated by reference into the Registration
Statement:
(a) The Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 1995, filed pursuant to the
Securities Exchange Act of 1934 (the "Exchange Act");
(b) The Company's Quarterly Reports on Form 10-Q
for the quarters ended March 31, 1996, June 30, 1996 and
September 30, 1996, filed pursuant to the Exchange Act;
(c) The Company's Current Reports on Form 8-K,
filed on May 2, 1996, May 22, 1996, June 26, 1996, October 22,
1996, January 13, 1997 and January 22, 1997, pursuant to the
Exchange Act; and
(d) The description of the common stock of the
Company, par value $0.01 per share (the "Common Stock"),
incorporated by reference into the Company's registration
statement on Form 8-A, dated June 2, 1995, filed pursuant to the
Exchange Act, as amended by the Company's registration statement
on Form 8-A/A, filed on April 1, 1996 pursuant to the Exchange
Act, and contained in the Company's registration statement on
Form S-1 (file No. 33-90784) filed on March 30, 1995 pursuant to
the Securities Act, as amended by Amendment No. 3 filed on Form
S-1 on June 5, 1995 (the "S-1 Registration Statement"), and as
updated by the information set forth in the Company's Quarterly
Report on Form 10-Q for the quarter ended September 30, 1996,
with respect to the number of shares of Common Stock authorized
and outstanding.
In addition, all documents filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
subsequent to the date of the Registration Statement and prior to the filing of
a post-effective amendment which indicates that all the securities offered
hereby have been sold or which deregisters all securities then remaining unsold
shall be deemed to be incorporated herein by reference and to be a part hereof
from the date of the filing of such documents with the Commission.
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Item 4. DESCRIPTION OF SECURITIES
Inapplicable
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Inapplicable
Item 6. 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 Company's Certificate of Incorporation provides that
the Company 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 the Company) by reason
of the fact that he is or was a director, officer, incorporator, employee or
agent of the Company, or is or was serving at the request of the Company 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 the
Company, 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 the
Company, 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 the Company) or may (in the case of any action, suit or proceeding
against an officer, trustee, employee or agent) be paid by the Company 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
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not entitled to be indemnified by the Company as authorized in Article IX.
No director or officer shall be personally liable to the Company 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 the
Company 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 the Company 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 Donald J. Trump, the Company
and Trump Hotels & Casino Resorts Holdings, L.P., dated June 12, 1995, and the
Employment Agreement Between Nicholas L. Ribis, the Company and Trump Hotels &
Casino Resorts Holdings, L.P., dated June 12, 1995, 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 the result of the gross negligence, willful conduct
or bad faith of the executive officer.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Inapplicable
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Item 8. EXHIBITS
Exhibit No.
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4.1 Specimen certificate for shares of the Common
Stock, (incorporated by reference to the S-1 Registration
Statement, Exhibit 4.25).
4.2 Amended and Restated Certificate of
Incorporation of the Company (incorporated by reference to the
S-1 Registration Statement, Exhibit 3.1).
4.3 By-Laws of the Company (incorporated by
reference to the S-1 Registration Statement, Exhibit 3.2).
23 Consent of Arthur Andersen LLP.
24 Power of Attorney (reference is made to the
signature page).
The Company hereby undertakes to submit the 401(k) Plans and any
amendments thereto to the Internal Revenue Service in a timely manner and will
make all changes required by the IRS in order to qualify the 401(k) Plans as
tax-exempt retirement trusts so long as the 401(k) Plans remain in force.
Item 9. UNDERTAKINGS
1. The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being
made, a post-effective amendment to the Registration Statement:
(i) to include any prospectus required by Section
10(a)(3) of the Securities Act;
(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;
(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;
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provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.
(b) That, for the purpose of determining any liability under the
Securities Act, 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) 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.
2. The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the Company's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
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. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company 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
Company 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 Securities Act and will be governed by the final adjudication
of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Atlantic City, State of New Jersey, on the 27th day
of February, 1997.
TRUMP HOTELS & CASINO RESORTS, INC.
By: /s/ Nicholas L. Ribis
Nicholas L. Ribis
President, Chief Executive
Officer and Director
Pursuant to the requirements of the Securities Act, the
administrative committee of the Plaza Plan, has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Atlantic City, State of New Jersey, on the 27th day
of February, 1997.
TRUMP PLAZA HOTEL & CASINO SAVINGS
PLAN
BY: /s/ Craig D. Keyser
A member of the Administrative
Committee of the Plaza Plan
Pursuant to the requirements of the Securities Act, the
administrative committee of the Castle Plan, has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Atlantic City, State of New Jersey, on the 27th day
of February, 1997.
TRUMP CASTLE HOTEL & CASINO SAVINGS PLAN
BY: /s/ Craig D. Keyser
A member of the Administrative
Committee of the Castle Plan
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Pursuant to the requirements of the Securities Act, the
administrative committee of the Casino Services Plan, has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Atlantic City, State of New Jersey, on the 27th
day of February, 1997.
TRUMP CASINO SERVICES SAVINGS PLAN
BY: /s/ Craig D. Keyser
A member of the Administrative
Committee of the Casino
Services Plan
Pursuant to the requirements of the Securities Act, the
administrative committee of the Indiana Plan, has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Atlantic City, State of New Jersey, on the 27th day
of February, 1997.
TRUMP INDIANA SAVINGS PLAN
BY: /s/ Rober M. Pickus
A member of the Administrative
Committee of the Indiana Plan
Pursuant to the requirements of the Securities Act, the
administrative committee of the Taj Plan, has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Atlantic City, State of New Jersey, on the 27th day
of February, 1997.
TRUMP TAJ MAHAL HOTEL & CASINO SAVINGS PLAN
BY: /s/ Craig D. Keyser
A member of the Administrative
Committee of the Taj Plan
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POWERS OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each of the undersigned officers
and directors of the Company hereby severally constitutes and appoints Nicholas
L. Ribis their true and lawful attorney-in-fact for the undersigned, in any and
all capacities, with full power of substitution, to sign any and all amendments
to this Registration Statement (including post-effective amendments), and to
file the same with exhibits thereto and other documents in connection therewith,
with the Commission, granting unto said attorney-in-fact full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature Title Date
--------- ----- ----
/s/ Donald J. Trump Chairman of the Feb. 27, 1997
------------------- Board of Directors
Donald J. Trump
/s/ Nicholas L. Ribis President, Chief Feb. 27, 1997
--------------------- Executive Officer
Nicholas L. Ribis and Director
(principal executive and
financial officer)
/s/ Wallace B. Askins Director Feb. 25, 1997
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Wallace B. Askins
/s/ Don M. Thomas Director Feb. 25, 1997
-----------------
Don M. Thomas
/s/ Peter M. Ryan Director Feb. 26, 1997
-----------------
Peter M. Ryan
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Signature Title Date
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/s/ John P. Burke Senior Vice President of Feb. 27, 1997
John P. Burke Corporate Finance
(principal
accounting officer)
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INDEX TO EXHIBITS
Exhibit No. Page
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23 Consent of Arthur Andersen LLP.
24 Powers of Attorney (included on signature page).
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EXHIBIT 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Trump Hotels & Casino Resorts, Inc.
As independent public accountants, we hereby consent to the incorporation by
reference in this Form S-8 Registration Statement of our report dated February
21, 1996 included in Trump Hotels & Casino Resorts, Inc.'s Form 10-K for the
year ended December 31, 1995, and to our reports dated February 16, 1996
related to Taj Mahal Holdings Corporation and subsidiary and Trump Taj Mahal
Associates and subsidiary included in Trump Hotels & Casino Resorts, Inc.'s
Form 8-K dated April 17, 1996 and our report dated February 16, 1996 related to
Trump's Castle Associates and subsidiary included in Trump Hotels & Casino
Resorts, Inc.'s Form 8-K dated October 7, 1996, and to all references to our
Firm included in or made a part of this registration statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Roseland, New Jersey
February 28, 1997
