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Page 1 of 7 Pages
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)*
TRUMP HOTELS & CASINO RESORTS, INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
898168109
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(CUSIP Number)
Daniel D. Rubino, Esq.
Willkie Farr & Gallagher
One Citicorp Center
153 East 53rd Street
New York, New York 10022-4669
(212) 821-8000
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
March 17, 1997
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box. [ ]
Check the following box if a fee is being paid with the statement [ ] (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-l(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No. 13D Page 2 of 7 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DONALD J. TRUMP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT [ ]
TO ITEMS 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
12,100,706
8 SHARED VOTING POWER
3,618,542
9 SOLE DISPOSITIVE POWER
12,100,706
10 SHARED DISPOSITIVE POWER
3,618,542
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,719,248
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.7%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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CUSIP No. 13D Page 3 of 7 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TRUMP CASINOS, INC.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT [ ]
TO ITEMS 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
NEW JERSEY
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
O
8 SHARED VOTING POWER
1,407,017
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
1,407,017
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,407,017
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.8%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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CUSIP No. 13D Page 4 of 7 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
TRUMP CASINOS II, INC.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT [ ]
TO ITEMS 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7 SOLE VOTING POWER
0
8 SHARED VOTING POWER
2,211,250
9 SOLE DISPOSITIVE POWER
0
10 SHARED DISPOSITIVE POWER
2,211,250
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,211,250
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.8%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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Page 5 of 7 Pages
This Amendment No. 3 amends Amendment No. 2 filed by Mr. Donald J.
Trump, Trump Casinos, Inc. and Trump Casinos II, Inc. on October 15, 1996
("Amendment No. 2"), and is being filed pursuant to Rule 13d-2(a) under the
Securities Exchange Act of 1934, as amended. Capitalized terms not otherwise
defined herein shall have the meanings ascribed to them in Amendment No. 2.
___________________
1. Item 5 is hereby amended by deleting the second full paragraph of
Item 5 and replacing it with the following paragraph:
The Reporting Persons have been advised by the Company that the total
number of shares of Common Stock outstanding as of March 20, 1997 is 22,890,090
shares (the "Outstanding Shares").
2. Item 5 is further amended by deleting the seventh and eighth
columns of the table set forth immediately after the second full paragraph of
Item 5 and replacing it with the following columns:
Adjusted Number of Shares Percent of Shares
Outstanding Beneficially Owned
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38,608,813/3/ 40.7%
24,297,107/6/ 5.8%
25,101,340/7/ 8.8%
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Page 6 of 7 Pages
3. Item 6 is hereby amended by adding the following paragraph
immediately after the eleventh full paragraph of Item 6:
On March 17, 1997, Mr. Trump and DLJ amended the DLJ Pledge Agreement
and Mr. Trump pledged to DLJ an additional (i) 5.25502% limited partnership
interest in the Partnership (the "Trump/DLJ Additional Limited Partnership
Interest") and (ii) 30 shares of Mr. Trump's Class B Stock, representing a
voting power in the Company equal to the number of shares of Common Stock
issuable upon the exchange of the Trump/DLJ Additional Limited Partnership
Interest.
4. Item 7 is hereby amended by adding the following new Exhibit:
Exhibit VI.IV: Amendment to Pledge and Security Agreement among
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Donald J. Trump, Trump Casinos, Inc. and Donaldson Lufkin & Jenrette, Inc.,
dated March 17, 1997.
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Page 7 of 7 Pages
After reasonable inquiry and to the best knowledge and belief of the
undersigned, each of the undersigned certifies that the information set forth in
this statement is true, complete and correct.
Date: March 25, 1997
/s/Donald J. Trump
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Donald J. Trump
TRUMP CASINOS, INC.
By: /s/ Donald J. Trump
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Name: Donald J. Trump
Title: Sole Director,
President and
Treasurer
TRUMP CASINOS II, INC.
By: /s/ Donald J. Trump
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Name: Donald J. Trump
Title: Sole Director,
President and
Treasurer
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EXHIBIT VI.IV
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AMENDMENT TO PLEDGE AND SECURITY AGREEMENT
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AMENDMENT dated as of March 17, 1997 (this "Amendment") to Pledge and
Security Agreement, dated as of April 17, 1996 (the "Pledge Agreement") made by
DONALD J. TRUMP, an individual residing in the State of New York ("Borrower")
and TRUMP CASINOS, INC., a New Jersey corporation (together with the Borrower,
referred to collectively herein as the "Pledgor") in favor of DONALDSON, LUFKIN
& JENRETTE, INC. (the "Secured Party"). Capitalized terms used herein but not
defined shall have the meanings ascribed thereto in the Pledge Agreement.
W I T N E S S E T H:
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WHEREAS, the Borrower has entered into the Loan Agreement with the
Secured Party;
WHEREAS, it was a condition precedent to the effectiveness of the Loan
Agreement that the Pledgor shall have entered into the Pledge Agreement
providing for a pledge by the Pledgor to the Secured Party of, among other
collateral, the Pledged Shares;
WHEREAS, the Secured Party has determined and notified the Borrower,
in accordance with Section 5.1(e) of the Loan Agreement, that the principal and
accrued interest outstanding under the Loan exceeds one-third (33.334%) of the
market value of the Pledged Shares (the "Collateral Shortfall"); and
WHEREAS, in order to remedy the Collateral Shortfall, the Borrower has
agreed to make two mandatory prepayments under the Loan Agreement as well as
pledge to the Secured Party, certain additional collateral, as hereinafter
provided.
NOW, THEREFORE, in consideration of the foregoing, the undersigned
hereby agree as follows:
Section 1. Amendment to Pledge Agreement. The shares of capital stock
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and certificated partnership interests set forth on Annex A hereto (the
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"Additional Shares") shall supplement and hereby be deemed to be added to
Schedules I and II to the Pledge Agreement and shall constitute "Pledged Shares"
for all purposes of the Loan Agreement, the Pledge Agreement and all related
documentation in which such term appears.
Section 2. Confirmation of Grant. The Borrower confirms that as
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security for the full and prompt payment when due of the Obligations, it is
hereby assigning, pledging and
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granting a security interest to the Secured Party in the following (the
"Additional Collateral"):
(i) all of the Additional Shares;
(ii) the certificates representing the shares referred to in clause
(i) above; and
(iii) all dividends, distributions, cash, instruments and other
property or proceeds, from time to time received, receivable or otherwise
distributed in respect of or in exchange for any or all of the foregoing,
including, without limitation, any shares of the Company received on conversion
of partnership interests in the Partnership.
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Section 3. Representations and Warranties. The representations and
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warranties set forth in the Pledge Agreement are true and correct in all
respects both before and after giving affect to this Amendment.
Section 4. Delivery of Additional Collateral and Related Documentation.
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All certificates or instruments representing or evidencing the Additional
Collateral shall be delivered to and held by or on behalf of the Secured Party
and shall be in suitable form for transfer by delivery, or shall be accompanied
by duly executed instruments of transfer or assignment in blank, all in form and
substance satisfactory to the Secured Party. Such instruments shall also be
accompanied by such financing statement amendments as the Secured Party may
request to create, preserve, perfect or validate the pledge and security
interest granted pursuant hereto, each duly executed by the Borrower and
delivered to the Secured Party for filing and/or recording.
Section 5. Effectiveness. This Amendment shall become effective
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following the execution and delivery of this Amendment and of all certificates
or instruments contemplated by Section 4 above.
Section 6. Expenses. The Borrower agrees to pay all costs and expenses
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in connection with the preparation, execution, delivery, administration, and
enforcement of this Amendment and the perfection and continuation of the
security interest in the Additional Collateral, including but not limited to the
reasonable fees and out-of-pocket expenses of the Secured Party's counsel.
Section 7. Governing Law. This Amendment shall be governed by, and be
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construed and interpreted in accordance with, the laws of the State of New York,
without regard to conflicts of laws principles thereof.
Section 8. Severability. The provisions of this Amendment are
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severable. If any clause or provision hereof shall be held invalid or
unenforceable in whole or in part in any jurisdiction, then such invalidity or
unenforceability shall affect only such clause or provision or part thereof in
such jurisdiction and shall not in any manner affect such clause or provision in
any other jurisdiction or any other clause or provision in this Amendment in any
jurisdiction.
Section 9. Counterparts. This Amendment may be executed in
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counterparts, each of which shall be deemed to be an original and all of which
shall constitute one document.
Section 10. Section Titles. The Section titles contained in this
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Amendment are and shall be without substantive
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meaning or content of any kind whatsoever and are not part of this Amendment.
IN WITNESS WHEREOF, the undersigned have duly executed and delivered
this Amendment on the date first above written.
/s/ Donald J. Trump
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Donald J. Trump
TRUMP CASINOS, INC.
By:/s/ Donald J. Trump
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Name: Donald J. Trump
Title: President
Accepted and Acknowledged:
DONALDSON, LUFKIN & JENRETTE, INC.,
as Secured Party
By:/s/
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Name:
Title:
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Annex A
<TABLE>
<CAPTION>
Certificate Number of Shares
Pledgor Issuer Class of Stock or Interest No(s). Par Value or Interest
- ------- ------ -------------------------- ----------- --------- ----------------
<S> <C> <C> <C> <C> <C>
Donald J. Trump Trump Hotels & Casinos Class B Common Stock 4A $0.01 30
Resorts, Inc.
Donald J. Trump Trump Hotels & Casino Limited Partnership Interests 4B N/A 5.25502% Interest
Resorts Holdings, L.P.
</TABLE>
