<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
TRUMP HOTELS & CASINO RESORTS, INC.
(Name of Registrant as Specified In Its Charter)
TRUMP HOTELS & CASINO RESORTS, INC.
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14(a)-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
_____________________________________________________________________
2) Aggregate number of securities to which transaction applies:
_____________________________________________________________________
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
_____________________________________________________________________
4) Proposed maximum aggregate value of transaction:
_____________________________________________________________________
5) Total Fee Paid:
_____________________________________________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
_____________________________________________________________________
2) Form, Schedule or Registration Statement No.:
_____________________________________________________________________
3) Filing Party:
_____________________________________________________________________
4) Date Filed:
_____________________________________________________________________
<PAGE>
TRUMP HOTELS & CASINO RESORTS, INC.
2500 BOARDWALK
ATLANTIC CITY, NEW JERSEY 08401
___________
June 2, 1997
Dear Stockholders:
You are cordially invited to attend the annual meeting of stockholders (the
"Annual Meeting") of Trump Hotels & Casino Resorts, Inc. (the "Company"), which
will be held at Trump Marina Hotel Casino (formerly Trump's Castle Casino
Resort), Huron Avenue and Brigantine Boulevard, Atlantic City, New Jersey
08401, on Thursday, July 10, 1997, commencing at 2:00 P.M.
In 1996, we experienced our first full year as a publicly held company,
and in many respects, the year was more successful than we had originally
anticipated, as our goals were set high, and many of our objectives were met.
We celebrated the grand opening of Trump Plaza East and Trump World's Fair at
the Trump Plaza Hotel & Casino, and we acquired the Trump Taj Mahal Casino
Resort and Trump's Castle Casino Resort (which we are in the process of
renaming and retheming as Trump Marina Hotel Casino). In addition, the
Company expanded its operations beyond Atlantic City to the Midwest by
opening a riverboat casino at Buffington Harbor on Lake Michigan, Indiana.
As we move through 1997, management will continue to capitalize on the
widespread recognition of the "Trump" name and its association with high
quality amenities and first class service and will continue to realize cost
savings and operational synergies by consolidating many administrative
functions and services at our properties.
The enclosed Notice and Proxy Statement contain details concerning the
business to come before the Annual Meeting. You will note that the Board of
Directors of the Company recommends a vote "FOR" each of the proposals listed in
the Notice and Proxy Statement. Please sign and return your proxy card in the
enclosed envelope at your earliest convenience to assure that your shares will
be represented and voted at the meeting even if you cannot attend.
Sincerely,
/s/ Nicholas L. Ribis
Nicholas L. Ribis
President and Chief Executive Officer
<PAGE>
TRUMP HOTELS & CASINO RESORTS, INC.
2500 BOARDWALK
ATLANTIC CITY, NEW JERSEY 08401
___________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
JULY 10, 1997
_____________
To the Stockholders of
TRUMP HOTELS & CASINO RESORTS, INC.:
The annual meeting of stockholders (the "Annual Meeting") of Trump Hotels
& Casino Resorts, Inc., a Delaware corporation (the "Company"), will be held
at Trump Marina Hotel Casino (formerly Trump's Castle Casino Resort), Huron
Avenue and Brigantine Boulevard, Atlantic City, New Jersey 08401, on
Thursday, July 10, 1997, at 2:00 P.M., New York City time, for the following
purposes:
1. To elect five Directors to the Company's Board of Directors (the
"Board of Directors");
2. To ratify the appointment by the Board of Directors of Arthur Andersen
LLP as independent auditors of the Company for the fiscal year ending
December 31, 1997; and
3. To act upon such other business as may properly come before the Annual
Meeting or any adjournment or postponement thereof.
The Board of Directors has fixed the close of business on May 26, 1997, as
the record date for the determination of stockholders entitled to receive notice
of and to vote at the Annual Meeting and any adjournment or postponement
thereof.
By order of the Board of Directors,
Robert M. Pickus
Secretary
June 2, 1997
YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE
ANNUAL MEETING, PLEASE DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY
IN THE ENCLOSED ENVELOPE. YOU MAY REVOKE YOUR PROXY AT ANY TIME BEFORE IT IS
VOTED AT THE ANNUAL MEETING. IN THE EVENT YOU ATTEND THE ANNUAL MEETING AND
VOTE IN PERSON, THE PROXY WILL NOT BE USED.
<PAGE>
TRUMP HOTELS & CASINO RESORTS, INC.
2500 BOARDWALK
ATLANTIC CITY, NEW JERSEY 08401
________________________
PROXY STATEMENT
________________________
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Trump Hotels & Casino Resorts, Inc., a
Delaware corporation (the "Company"), to be voted at the annual meeting of
stockholders (the "Stockholders") of the Company to be held on Thursday, July
10, 1997, at 2:00 P.M., New York City time, at Trump Marina Hotel Casino
(formerly Trump's Castle Casino Resort), Huron Avenue and Brigantine
Boulevard, Atlantic City, New Jersey 08401, and at any adjournment or
postponement thereof (the "Annual Meeting"). A copy of the Company's Annual
Report to Stockholders for the fiscal year ended December 31, 1996, this
Proxy Statement and the accompanying proxy card are first being sent or given
to Stockholders on or about June 2, 1997.
Properly executed proxies received prior to the Annual Meeting, unless
revoked, will be voted in accordance with the specified instructions.
Regarding the election of Directors, Stockholders may vote in favor of all
nominees or withhold their votes as to all nominees or withhold their votes
as to specific nominees. With respect to all other proposals to be voted
upon, Stockholders may vote in favor of a proposal, against a proposal or may
abstain from voting. Stockholders should specify their choices on the
enclosed proxy card. If no instructions are given with respect to the
matters to be acted upon, the persons named in the proxy solicited by the
Company's Board of Directors (the "Board of Directors") intend to vote FOR
the election of the Directors listed below and FOR ratification of the
appointment by the Board of Directors of Arthur Andersen LLP as independent
auditors of the Company for the fiscal year ending December 31, 1997. If any
other matter should be presented at the Annual Meeting upon which a vote may
properly be taken, the shares represented by the proxy will be voted with
respect thereto by the person or persons holding such proxy as in their
judgment is in the best interests of the Company and the Stockholders. The
Company does not know of any matters other than those described in the Notice
of Annual Meeting that are to come before the Annual Meeting.
Stockholders may vote by either completing and returning the enclosed proxy
card prior to the Annual Meeting, voting in person at the Annual Meeting or
submitting a signed proxy card at the Annual Meeting. Stockholders who execute
proxies may revoke them at any time before they are voted at the Annual Meeting
by written notice to the Secretary of the Company, by submitting a new proxy or
by personal ballot at the Annual Meeting.
The Board of Directors has fixed the close of business on May 26, 1997 as
the Record Date (the "Record Date") for determining Stockholders entitled to
notice of and to vote at the Annual Meeting.
As of the Record Date, the Company had 22,483,590 shares of Common Stock,
par value $.01 per share (the "Common Stock"), and 1,000 shares of Class B
Common Stock, par value $.01 per share (the "Class B Common Stock"), outstanding
and entitled to vote at the Annual Meeting. Each share of Common Stock entitles
the holder thereof to one vote on each proposal to be acted upon at the Annual
Meeting and the 1,000 shares of Class B Common Stock, all of which are
beneficially owned by Donald J. Trump, are entitled to an aggregate of
13,918,723 votes on each proposal to be acted upon at the Annual Meeting. The
voting power of the shares of Class B Common Stock equals the voting power of
the number of shares of Common Stock issuable upon the conversion of the limited
partnership interests in Trump Hotels & Casino Resorts Holdings, L.P., a
Delaware limited partnership ("THCR Holdings"), held by Mr. Trump, Trump
Casinos, Inc., a New Jersey corporation wholly owned by Mr. Trump ("TCI"), and
Trump Casinos II, Inc., a Delaware corporation wholly owned by Mr. Trump
("TCI-II"). The Class B Common Stock provides the holders thereof with a voting
interest in the Company which is proportionate to such holder's equity interest
in THCR Holdings' assets represented by limited partnership interests.
<PAGE>
The presence in person or by proxy of the holders of the shares
representing a majority of the outstanding voting power of the Common Stock and
the Class B Common Stock is necessary to constitute a quorum in connection with
the transaction of business at the Annual Meeting. The affirmative vote of a
majority of shares of Common Stock and Class B Common Stock present in person or
by proxy and entitled to vote at the Annual Meeting, voting as a single class,
is required for election of Directors and ratification of the appointment of
Arthur Andersen LLP as auditors for the Company. Broker "non-votes" (i.e.,
proxies from brokers or nominees indicating that such persons have not received
instructions from the beneficial owner or other persons entitled to vote shares
as to a matter with respect to which the brokers or nominees do not have
discretionary power to vote) and shares for which duly executed proxies have
been received but with respect to which holders of shares have abstained from
voting will be treated as present for purposes of determining the presence of a
quorum at the Annual Meeting. Broker "non-votes" will have no effect on the
outcome of the votes on the proposals to be acted upon at the Annual Meeting.
With respect to the ratification of the appointment of Arthur Andersen LLP as
independent auditors for the Company, abstentions will have the effect of a
negative vote.
-2-
<PAGE>
PROPOSAL ONE
ELECTION OF DIRECTORS
Five Directors are to be elected to hold office until the next annual
meeting of Stockholders of the Company and until their successors have been duly
elected and qualified. If the proxy is executed in such a manner as not to
withhold authority for the election of any or all of the nominees for Directors,
then the persons named in the proxy will vote the shares represented by the
proxy for the election of the following five nominees. If the proxy indicates
that the stockholder wishes to withhold a vote from one or more nominees for
Directors, such instructions will be followed by the persons named in the proxy.
All of the nominees are currently members of the five member Board of Directors.
Messrs. Trump and Ribis have been members of the Board of Directors since the
Company's inception in March 1995, and Messrs. Askins, Thomas and Ryan have been
members of the Board of Directors since June 12, 1995, when, concurrently with
the consummation of the initial public offering of the Common Stock, the size of
the Board of Directors was increased from two to five members.
Should any one or more of these nominees become unable to serve for any
reason or will not serve, neither of which is anticipated, the Board of
Directors may, unless the Board of Directors by resolution provides for a lesser
number of Directors, designate substitute nominees, in which event the persons
named in the enclosed proxy card will vote for the election of such substitute
nominee or nominees.
The respective ages, positions with the Company, business experience during
the past five years and directorships in other companies of the nominees for
election as Directors of the Company are set forth below.
DONALD J. TRUMP, 50 years old, has been Chairman of the Board of Directors
of the Company and Trump Hotels & Casino Resorts Funding, Inc., a Delaware
corporation ("THCR Funding"), since their formation in March 1995. Mr. Trump
was a 50% shareholder, Chairman of the Board of Directors, President and
Treasurer of TP/GP Corp., a New Jersey corporation ("TP/GP"), the managing
general partner of Trump Plaza Associates, a New Jersey general partnership
("Plaza Associates"), until June 1993. Mr. Trump was Chairman of the Executive
Committee and President of Plaza Associates from May 1986 to May 1992 and was a
general partner of Plaza Associates until June 1993. Mr. Trump has been a
Director and President of Trump Atlantic City Holding, Inc., a Delaware
corporation formerly known as Trump Plaza Holding, Inc. ("AC Holding Inc."),
since February 1993 and was a partner in Trump Atlantic City Associates, a New
Jersey general partnership formerly known as Trump Plaza Holding Associates
("Trump AC"), from February 1993 until June 1995. Mr. Trump has been Chairman
of the Board of Directors of Trump Atlantic City Funding, Inc., a Delaware
corporation ("Trump AC Funding"), since its formation in January 1996. Mr.
Trump has been Chairman of the Board of Directors of THCR Holding Corp., a
Delaware corporation formerly known as Taj Mahal Holding Corp., and THCR/LP
Corporation, a New Jersey corporation formerly known as TM/GP Corporation
("THCR/LP"), since October 1991; President and Treasurer of THCR Holding Corp.
since March 1991; Chairman of the Board of Directors, President and Treasurer of
TCI since June 1988; sole Director, President and Treasurer of Trump Atlantic
City Corporation, a Delaware corporation formerly known as The Trump Taj Mahal
Corporation ("TACC"), since March 1991; and President and a Director of Trump
Taj Mahal Realty Corp., a New Jersey corporation ("Realty Corp."), since May
1986. Mr. Trump has been the sole Director of Trump Indiana, Inc., a Delaware
corporation ("Trump Indiana"), since its formation. Mr. Trump has been Chairman
of the Board of Partner Representatives of Trump's Castle Associates, L.P., a
New Jersey limited partnership ("Castle Associates"), since May 1992; and was
Chairman of the Executive Committee of Castle Associates from June 1985 to May
1992. Mr. Trump is the Chairman of the Board of Directors, President and
Treasurer of Trump's Castle Funding, Inc., a New Jersey corporation ("Castle
Funding"); Chairman of the Board of Directors and Treasurer of Trump's Castle
Hotel & Casino, Inc. ("TCHI"); and President, Treasurer, sole Director and sole
shareholder of TCI-II. Mr. Trump has been a Director of THCR Enterprises, Inc.,
a Delaware corporation ("THCR Enterprises"), since its formation in January
1997. Mr. Trump is also the President of The Trump Organization, which has been
in the business, through its affiliates
-3-
<PAGE>
and subsidiaries, of acquiring, developing and managing real estate properties
for more than the past five years. Mr. Trump was a Director of Alexander's Inc.
from 1987 to March 1992.
NICHOLAS L. RIBIS, 52 years old, has been President, Chief Executive
Officer, Chief Financial Officer, and a Director of the Company and THCR Funding
and the Chief Executive Officer of THCR Holdings since their formation in March
1995. Mr. Ribis has been the Chief Executive Officer of Plaza Associates since
February 1991, was President of Plaza Associates from April 1994 to February
1995, a member of Plaza Associates' Executive Committee from April 1991 to May
29, 1992, and a Director and Vice President of Trump Plaza GP from May 1992
until June 1993. Mr. Ribis has been Vice President of AC Holding Inc. since
February 1995. Mr. Ribis has served as a Director of AC Holding Inc. since June
1993. Mr. Ribis has been Chief Executive Officer, President and Director of
Trump AC Funding since its formation in January 1996. Mr. Ribis is the Vice
President of TACC. Mr. Ribis has been the President and Chief Executive Officer
of Trump Indiana since its formation. Mr. Ribis has been a Director of THCR/LP
and THCR Holding Corp. since October 1991 and was Vice President of THCR/LP and
THCR Holding Corp. until June 1995; Chief Executive Officer of Trump Taj Mahal
Associates, a New Jersey general partnership ("Taj Associates"), since February
1991; Vice President of TCI since February 1991, Secretary of TCI since
September 1991; and Director of Realty Corp. since October 1991. Mr. Ribis has
also been Chief Executive Officer of Castle Associates since March 1991; member
of the Executive Committee of Castle Associates from April 1991 to May 1992;
member of the Board of Partner Representatives of Castle Associates since May
1992; and Vice President and Assistant Secretary of TCHI since December 1993 and
January 1991, respectively. Mr. Ribis has been a Director of TCHI since October
7, 1996. Mr. Ribis has served as Vice President of TCI-II since December 1993
and had served as Secretary of TCI-II from November 1991 to May 1992. Mr. Ribis
has been Vice President of Trump Corp. since September 1991. Mr. Ribis has been
the Vice President and a Director of THCR Enterprises since January 1997. From
January 1993 to January 1995, Mr. Ribis served as the Chairman of the Casino
Association of New Jersey and has been a member of the Board of Trustees of the
New Jersey Casino Reinvestment Development Authority (the "CRDA") since October
1993. From February 1991 to December 1995, Mr. Ribis was Counsel to the law
firm of Ribis, Graham & Curtin (now practicing as Graham, Curtin & Sheridan, a
Professional Association), which serves as New Jersey legal counsel to all of
the above-named companies and certain of their affiliated entities.
WALLACE B. ASKINS, 66 years old, has been a Director of the Company and
THCR Funding since June 1995. He has also been a Director of Trump AC Funding
since April 1996, and was a member of the Board of Partner Representatives of
Castle Associates from May 1992 to June 1995. Mr. Askins served as a Director
of TCI-II from May 1992 to December 1993. From June 1984 to November 1992, Mr.
Askins served as Executive Vice President, Chief Financial Officer and a
Director of Armco Inc. Mr. Askins also serves as a Director of EnviroSource,
Inc.
DON M. THOMAS, 66 years old, has been a Director of the Company and THCR
Funding since June 1995. He has also been a Director of Trump AC Funding since
April 1996. Mr. Thomas has been the Senior Vice President of Corporate Affairs
of the Pepsi-Cola Bottling Co. of New York since January 1985. Mr. Thomas was
the Acting Chairman, and a Commissioner, of the CRDA from 1985 through 1987, and
a Commissioner of the New Jersey Casino Control Commission (the "CCC") from 1980
through 1984. Mr. Thomas was a Director of Trump Plaza GP until June 1993 and
has been a Director of AC Holding Inc. since June 1993. Mr. Thomas is an
attorney licensed to practice law in the State of New York.
PETER M. RYAN, 59 years old, has been a Director of the Company and THCR
Funding since June 1995. He has also been the President of each of The Marlin
Group, LLC and The Brookwood Carrington Fund, LLC, real estate financial
advisory groups, since January 1995. Prior to that, Mr. Ryan was the Senior
Vice President of The Chase Manhattan Bank for more than five years. Mr. Ryan
has been a Director of the Children's Medical Research Foundation, Inc. since
October 1995.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE ELECTION OF
THE NOMINEES NAMED ABOVE.
-4-
<PAGE>
The following persons serve as executive officers of the Company: Mr.
Trump, Chairman of the Board; Mr. Ribis, President and Chief Executive Officer;
Mr. Robert M. Pickus, Executive Vice President, General Counsel and Secretary;
Mr. John P. Burke, Senior Vice President of Corporate Finance and Treasurer; and
Mr. Joseph A. Fusco, Executive Vice President of Government and Regulatory
Affairs. The officers of the Company serve at the pleasure of the Board of
Directors. The respective ages, positions with the Company, business experience
during the past five years and directorships in other companies of Messrs.
Pickus, Burke and Fusco are set forth below.
ROBERT M. PICKUS, 42 years old, has been Executive Vice President and
Secretary of the Company since its formation in 1995. He has also been the
Executive Vice President of Corporate and Legal Affairs of Plaza Associates
since February 1995. From December 1993 to February 1995, Mr. Pickus was the
Senior Vice President and General Counsel of Plaza Associates and, since April
1994, he has been Assistant Secretary of AC Holding Inc. Mr. Pickus has been
Secretary and a Director of Trump AC Funding since its formation in January
1996. Mr. Pickus has been the Executive Vice President and Secretary of Trump
Indiana since its formation. Mr. Pickus has been the Executive Vice President
of Corporate and Legal Affairs of Taj Associates since February 1995, and a
Director of THCR Holding Corp. and THCR/LP since November 1995. Mr. Pickus was
the Senior Vice President and Secretary of Castle Funding from June 1988 to
December 1993 and General Counsel of Castle Associates from June 1985 to
December 1993. Mr. Pickus is the Assistant Secretary of TACC. Mr. Pickus was
also Secretary of TCHI from October 1991 until December 1993. Mr. Pickus is a
Director of TCHI. Mr. Pickus has been the Executive Vice President of Corporate
and Legal Affairs of Castle Associates since February 1995, Secretary of Castle
Associates since February 1996 and a member of the Board of Partner
Representatives of Castle Associates since October 1995. Mr. Pickus is
currently the Secretary of THCR Holding Corp., has been Vice President,
Secretary and Director of THCR Enterprises since January 1997 and has been
Executive Vice President of Trump Casino Services, L.L.C., a New Jersey limited
liability company ("TCS"), since its formation.
JOHN P. BURKE, 49 years old, has been Senior Vice President of Corporate
Finance of the Company, THCR Holdings and THCR Funding since January 1996, and
has been the Corporate Treasurer of the Company, THCR Holdings and THCR Funding
since their formation in 1995. He has also been Corporate Treasurer of Plaza
Associates and Taj Associates since October 1991. Mr. Burke has been the
Treasurer of Trump Indiana since its formation. Mr. Burke has been Treasurer of
Trump AC Funding since its formation in January 1996. Mr. Burke was a Director
of THCR/LP and THCR Holding Corp. from October 1991 to April 1996 and Vice
President of THCR/LP until June 1995. Mr. Burke has been the Corporate
Treasurer of Castle Associates since October 1991, a Vice President of Castle
Associates, Castle Funding, TCI-II and TCHI since December 1993, a member of the
Board of Partner Representatives of Castle Associates since March 1997 and the
Vice President-Finance of The Trump Organization since September 1990. Mr.
Burke has been a Vice President and Secretary of THCR Enterprises since January
1997.
JOSEPH A. FUSCO, 54 years old, has been Executive Vice President for
Government Relations & Regulatory Affairs of the Company since June 1996. From
August 1985 to June 1996, he practiced law as a partner in various Atlantic City
law firms specializing in New Jersey casino regulatory, commercial and
administrative law matters, most recently from January 1994 to June 1996 as a
partner in the law firm of Sterns & Weinroth. Mr. Fusco previously served as
Atlantic County Prosecutor, a Gubernatorial appointment, from April 1981 to July
1985 and as Special Counsel for Licensing for the CCC from the inception of that
agency in September 1977 to March 1981. Mr. Fusco has been admitted to practice
law in the State of New Jersey since 1969.
Messrs. Trump, Ribis, Pickus and Burke served as either partners, executive
officers and/or Directors of Plaza Associates, Castle Associates, Plaza
Operating Partners Ltd. and their respective affiliated entities when such
parties filed their petitions for reorganization under Chapter 11 of the
Bankruptcy Code in 1992. The plans of reorganization for such parties were
confirmed and declared effective in the period from March 1992 through January
1993.
-5-
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of the Record Date, certain information
regarding the beneficial ownership of Common Stock by (i) each of the Company's
executive officers, (ii) each Director of the Company, (iii) each person who is
known to the Company to own beneficially more than 5% of the Common Stock and
(iv) all executive officers and Directors of the Company as a group. In the
case of persons other than executive officers and Directors of the Company, such
information is based solely on a review of Schedules 13G filed with the
Securities and Exchange Commission (the "Commission").
<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP
-----------------------------------------
NAME NUMBER PERCENT
- ---- ---------------- ---------------
<S> <C> <C>
Donald J. Trump ................................................... 15,719,248(1) 41.1%
Nicholas L. Ribis ................................................. 202,487(2) *
John P. Burke ..................................................... 700(3) *
Robert M. Pickus .................................................. 1,000 *
Joseph A. Fusco ................................................... 1,000 *
Wallace B. Askins ................................................. 3,000 *
Don M. Thomas ..................................................... 1,000 *
Peter M. Ryan ..................................................... 5,000 *
Lynch & Mayer, Inc. ............................................... 1,293,300(4) 5.7%
Capital Research and Management Company ........................... 1,700,000(5) 7.6%
State Street Research & Management Company ........................ 2,552,700(6) 11.3%
Oppenheimer Group, Inc. ........................................... 4,860,955(7) 21.6%
All executive officers and Directors of the Company (8 persons) ... 15,933,435 41.6%
</TABLE>
The above persons have sole voting and investment power, unless otherwise
indicated below.
___________________
* Less than 1%
(1) Fifth Avenue, New York, New York 10022. These shares include 10,300,456,
1,407,017 and 2,211,250 shares of Common Stock into which Mr. Trump's,
TCI's and TCI-II's limited partnership interests in THCR Holdings are
convertible, subject to certain adjustments. TCI and TCI-II are
corporations wholly owned by Mr. Trump. These shares also include (a) 275
shares of Common Stock held by Mr. Trump's wife, Ms. Marla M. Trump, of
which shares Mr. Trump disclaims beneficial ownership, (b) 250 shares of
Common Stock, 100 of which are held for Mr. Trump's account and 150 of
which are held as custodian for his children, and (c) 1,800,000 shares of
Common Stock underlying currently exercisable warrants to purchase Common
Stock held by Mr. Trump (the "Trump Warrants") of which (i) 600,000 shares
may be purchased on or before April 17, 1999 at $30.00 per share, (ii)
600,000 shares may be purchased on or before April 17, 2000 at $35.00 per
share and (iii) 600,000 shares may be purchased on or before April 17, 2001
at $40.00 per share. Mr. Trump beneficially owns an approximately 37%
limited partnership interest in THCR Holdings, of which approximately 4% is
held directly by TCI and 6% by TCI-II. Mr. Trump is also the beneficial
owner of all of the 1,000 outstanding shares of Class B Common Stock of
which he holds 850 shares directly and holds 50 shares through TCI and 100
shares through TCI-II. As security for certain indebtedness of Mr. Trump,
Mr. Trump pledged 830 shares of his Class B Common Stock and an
approximately 22.7% limited partnership interest in THCR Holdings, and
caused TCI to pledge its 50 shares of Class B Common Stock and its
approximately 3.7% limited partnership interest in THCR Holdings.
(2) Includes (a) a fully vested stock bonus award of 66,667 shares, (b) 10,000
shares held by Mr. Ribis, (c) 3,081 shares and 2,739 shares held by Mr.
Ribis as custodian for his son, Nicholas L. Ribis Jr., and his daughter,
Alexandria Ribis, respectively, of which shares Mr. Ribis disclaims
beneficial ownership, (d) 26,667 shares underlying currently exercisable
options to purchase Common Stock at $14.00 per share until June 12, 2005,
(e) options to purchase 26,667 shares of Common Stock at $14.00 per share
until June 12, 2005, which will become exercisable on June 12, 1997, and
(f) 66,666 phantom stock units, each of which entitles Mr. Ribis to one
share of Common Stock on June 12, 1997.
(3) Mr. Burke shares voting and dispositive power of 200 of these shares with
his wife. These shares also include 200 shares beneficially owned solely
by his wife, of which shares Mr. Burke disclaims beneficial ownership.
(4) Madison Avenue, New York, New York 10022. Lynch & Mayer, Inc. is an
investment adviser and has shared voting and dispositive power over these
shares.
(5) South Hope Street, Los Angeles, California 90071. Capital Research and
Management Company ("Capital Research") is an investment adviser. The
Capital Group Companies, Inc. is the parent holding company of Capital
Research and disclaims beneficial ownership of these shares.
(6) One Financial Center, 30th Floor, Boston, Massachusetts 02111. State
Street Research & Management Company ("State Street") is an investment
adviser. Metropolitan Life Insurance Company, One Madison Avenue, New
York, New York 10010, is the parent holding company of State Street and
disclaims beneficial ownership of these shares.
(7) Oppenheimer Tower, World Financial Center, New York, New York 10281.
Oppenheimer Group, Inc. ("Oppenheimer") has shared voting and dispositive
power over these shares. These shares include 3,481,550 shares
beneficially owned by Oppenheimer Capital, an investment adviser, of which
Oppenheimer is the parent holding company. Oppenheimer disclaims
beneficial ownership of these shares.
-6-
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth information regarding compensation paid to
or accrued by all the executive officers of the Company, for each of the last
three completed fiscal years. Compensation accrued during one year and paid in
another is recorded under the year of accrual. Because the Company was formed
in 1995, compensation for the year ended December 31, 1994 reflects solely the
compensation paid to or accrued by these individuals as executive officers of
Plaza Associates, Taj Associates and Castle Associates. Compensation for the
years ended December 31, 1995 and 1996 includes compensation paid to or accrued
by these individuals as executive officers of the Company, Plaza Associates, Taj
Associates and Castle Associates, as applicable.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
LONG TERM COMPENSATION
ANNUAL COMPENSATION AWARDS
------------------------------------------------- ---------------------------
RESTRICTED SECURITIES
NAME AND PRINCIPAL POSITION OTHER ANNUAL STOCK UNDERLYING ALL OTHER
- --------------------------- YEAR SALARY BONUS COMPENSATION(1) AWARDS($) OPTIONS(#) COMPENSATION
---- --------- ---------- --------------- ------------- ----------- ----------------
<S> <C> <C> <C> <C> <C> <C> <C>
Donald J. Trump ............. 1996 $1,000,000 $5,000,000 -- -- -- $ 1,031,000(2)
Chairman of 1995 583,333 -- -- -- -- 4,830,000(2)
the Board 1994 -- 1,000,000 -- -- -- 4,464,000(2)(3)
Nicholas L. Ribis ........... 1996 $1,996,500 $2,500,000 -- $ -- 50,000 $ 2,375(5)
President and Chief 1995 1,875,000 933,338 -- 933,324(4) 133,333 2,588(5)
Executive Officer 1994 1,705,000 250,000 349,407 -- -- 3,080(5)
Robert M. Pickus ............ 1996 $ 290,673 $ 175,000 $ 3,975 -- 30,000 $ 4,973(5)
Executive Vice President 1995 267,308 105,000 3,471 -- -- 4,004(5)
and Secretary 1994 163,759 32,500 -- -- -- 3,291(5)
John P. Burke ............... 1996 $ 162,980 $ 100,000 $ 1,959 -- 30,000 $ 3,698(5)
Senior Vice President 1995 149,999 65,000 468 -- -- 3,807(5)
of Corporate Finance 1994 149,999 -- 870 -- -- 3,696(5)
and Treasurer
Joseph A. Fusco(6) .......... 1996 $ 139,211 $ 80,000 $ 2,665 -- 20,000 --
Executive Vice 1995 -- -- -- -- -- --
President of Government 1994 -- -- -- -- -- --
and Regulatory Affairs
</TABLE>
_______________________
(1) Represents the dollar value of annual compensation not properly categorized
as salary or bonus, including amounts reimbursed for income taxes and
Directors' fees. Pursuant to Commission rules, perquisites and other
personal benefits are not included in this table because the aggregate
amount of that compensation is less than the lesser of $50,000 or 10% of
the total of salary and bonus for an executive officer of the Company.
(2) The amounts listed represent amounts paid by (i) Plaza Associates to Trump
Plaza Management Corp. ("TPM"), a corporation beneficially owned by Mr.
Trump, for services provided under a services agreement (the "TPM Services
Agreement"), (ii) Taj Associates under the Taj Services Agreement (as
defined) and (iii) Castle Associates under the Castle Services Agreement
(as defined). In addition, Mr. Trump was reimbursed $756,000, $733,000 and
$878,000 in 1996, 1995 and 1994, respectively, for expenses incurred
pursuant to the TPM Services Agreement, the Taj Services Agreement and the
Castle Services Agreement.
(3) In addition to the payment under the TPM Services Agreement, during 1994,
Plaza Associates paid to Mr. Trump an aggregate of $1,572,000 under a
construction service agreement and as a commission to secure a retail lease
at the Trump Plaza Hotel and Casino ("Trump Plaza").
(4) As of December 31, 1995, Mr. Ribis held 66,666 phantom stock units issued
pursuant to the Company's 1995 Stock Incentive Plan (the "1995 Plan").
These units had a value as of December 31, 1996 of $799,992. These phantom
stock units were issued to Mr. Ribis in connection with his employment
agreement with the Company. Each phantom stock unit entitles Mr. Ribis to
one share of Common Stock on the vesting date of the phantom stock unit.
All of the phantom stock units are scheduled to vest on June 12, 1997.
Vesting will accelerate in the event of Mr. Ribis's termination of
employment with the Company (i) because of his death or disability, (ii) by
the Company without cause or (iii) voluntarily by Mr. Ribis under
circumstances which constitute a constructive termination. Alternatively,
the phantom stock units may expire prior to June 12, 1997 in the event Mr.
Ribis voluntarily terminates his employment with the Company under
circumstances which do not constitute constructive termination or if he is
terminated by the Company with cause. Dividend equivalents with respect to
the phantom stock units will be credited to a bookkeeping account on behalf
of Mr. Ribis and will be paid out in cash at the time the phantom stock
units vest or will expire along with the phantom stock units.
(5) Represents vested and unvested contributions made by Plaza Associates, Taj
Associates, Castle Associates and/or TCS to Trump Plaza Hotel and Casino
Retirement Savings Plan, Trump Taj Mahal Retirement Savings Plan, Trump's
Castle Hotel and Casino Retirement Savings Plan and Trump Casino Services
Retirement Savings Plan, respectively. Funds accumulated for an employee
under these plans, consisting of a certain percentage of the employee's
compensation plus the employer matching contributions equaling 50% of the
participant's contributions, are retained until termination of employment,
attainment of age 591/2 or financial hardship, at which time the employee
may withdraw his or her vested funds.
(6) Mr. Fusco commenced his employment with the Company on June 27, 1996.
-7-
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR(1)
The following table sets forth options granted to Messrs. Ribis, Pickus,
Burke and Fusco in 1996. No other executive officer of the Company received
stock options in 1996. The Company did not issue any stock appreciation rights
in 1996. This table also sets forth the hypothetical gains that would exist for
the options at the end of their ten-year terms at assumed annual rates of stock
price appreciation of 5% and 10%. The actual future value of the options will
depend on the market value of the Common Stock, continued employment with the
Company and other factors.
<TABLE>
<CAPTION>
POTENTIAL REALIZED VALUE AT
INDIVIDUAL ASSUMED ANNUAL RATES OF STOCK
GRANTS APPRECIATION FOR OPTION TERM
----------------------------------------------------- ------------------------------
% OF TOTAL
NUMBER OF OPTIONS
SECURITIES GRANTED TO
UNDERLYING EMPLOYEES EXERCISE OR
OPTIONS IN FISCAL BASE PRICE EXPIRATION
NAME GRANTED(#) YEAR ($/SHARE) DATE 5% ($) 10%($)
- ----------------------- ---------- --------- ----------- ----------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Nicholas L. Ribis ..... 50,000 7.49% $14.00 12/16/06 $440,000 $1,115,500
Robert M. Pickus ...... 30,000 4.49% $14.00 12/16/06 $264,000 $669,300
John P. Burke ......... 30,000 4.49% $14.00 12/16/06 $264,000 $669,300
Joseph A. Fusco ....... 20,000 2.99% $14.00 12/16/06 $176,000 $446,200
</TABLE>
__________________________
(1) All the options vest and become exercisable on the earliest of (i) December
16, 2001 or (ii) the date a Change of Control (as defined in the 1995 Plan)
occurs.
FY-END OPTION VALUE(1)
The following table sets forth the number of shares covered by options held
by Messrs. Ribis, Pickus, Burke and Fusco, the only executive officers of the
Company who held options in 1996, and the value of the options as of December
31, 1996.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED
OPTIONS AT FY-END(#)
------------------------------------------------------
NAME EXERCISABLE UNEXERCISABLE
- ----------------------------- ----------------------- ------------------------
<S> <C> <C>
Nicholas L. Ribis ........... 26,667 156,666
Robert M. Pickus ............ N/A 30,000
John P. Burke ............... N/A 30,000
Joseph A. Fusco ............. N/A 20,000
</TABLE>
_____________________
(1) Based on a closing sale price of $12.00 per share of Common Stock on
December 31, 1996, all of the options were out of the money at fiscal year
end.
EMPLOYMENT AGREEMENTS
DONALD J. TRUMP. Mr. Trump serves as the Chairman of the Board of
Directors pursuant to the Executive Agreement, dated as of June 12, 1995, among
Mr. Trump, the Company and THCR Holdings, as amended (the "Executive
Agreement"). In consideration for Mr. Trump's services under the Executive
Agreement, Mr. Trump receives a salary of $1 million per year. Pursuant to the
terms of the Executive Agreement, Mr. Trump provides to the Company, from time
to time, when reasonably requested, marketing, advertising, professional and
other similar and related services with respect to the operation and business of
the Company. The Executive Agreement continues in effect (i) for an initial
term of five years, and (ii) thereafter, for a three-year rolling term until
either Mr. Trump or the Company provides notice to the other of its election
-8-
<PAGE>
not to continue extending the term, in which case the term of the Executive
Agreement will end three years from the date such notice is given.
NICHOLAS L. RIBIS. In 1995, the Company and THCR Holdings entered into an
employment agreement with Mr. Ribis (the "Ribis Agreement"), pursuant to which
he agreed to serve as President and Chief Executive Officer of the Company and
Chief Executive Officer of THCR Holdings. The term of the Ribis Agreement is
five years. Under the Ribis Agreement, Mr. Ribis's annual salary is $1,996,500.
Mr. Ribis's annual salary is currently paid in equal parts by the Company, Plaza
Associates, Taj Associates and Castle Associates. In the event Mr. Ribis's
employment is terminated by the Company other than for "cause" or if he incurs a
"constructive termination without cause," Mr. Ribis will receive a severance
payment equal to one year's base salary, and his phantom stock units and options
will become fully vested. The Ribis Agreement defines (a) "cause" as Mr.
Ribis's (i) conviction of certain crimes, (ii) gross negligence or willful
misconduct in carrying out his duties, (iii) revocation of his casino key
employee license or (iv) material breach of the agreement, and (b) "constructive
termination without cause" as the termination of Mr. Ribis's employment at his
initiative following the occurrence of certain events, including (i) a reduction
in compensation, (ii) failure to elect Mr. Ribis as Chief Executive Officer of
the Company, (iii) failure to elect Mr. Ribis a Director of the Company or (iv)
a material diminution of his duties. His phantom stock units will also
automatically vest upon the death or disability of Mr. Ribis. The Ribis
Agreement also provides for up to an aggregate of $2.0 million of loans to Mr.
Ribis to be used by him to pay his income tax liability in connection with stock
options, phantom stock units and stock bonus awards, which loans will be
forgiven, including both principal and interest, in the event of a "change of
control." The Ribis Agreement defines "change of control" as the occurrence of
any of the following events: (i) any person (other than THCR Holdings, Mr.
Trump or an affiliate of either) becomes a beneficial owner of 50% or more of
the voting stock of the Company, (ii) the majority of the Board of Directors
consists of individuals that were not Directors on June 12, 1995 (the "June 12
Directors"), PROVIDED, HOWEVER, that any person who becomes a Director
subsequent to June 12, 1995, shall be considered a June 12 Director if his
election or nomination was supported by three-quarters of the June 12 Directors,
(iii) the Company adopts and implements a plan of liquidation or (iv) all or
substantially all of the assets or business of the Company are disposed of in a
sale or business combination in which shareholders of the Company would not
beneficially own the same proportion of voting stock of the successor entity.
The Ribis Agreement also provides certain demand and piggyback registration
rights for Common Stock issued pursuant to the foregoing. Pursuant to the Ribis
Agreement, Mr. Ribis has agreed that upon termination of his employment other
than for "cause" or following a "change of control," he would not engage in any
activity competitive with the Company for a period of up to one year.
Mr. Ribis had employment agreements with Taj Associates and Castle
Associates pursuant to which Mr. Ribis acted as Chief Executive Officer of Taj
Associates and Castle Associates, respectively. These agreements were
terminated in connection with the Company's acquisition (the "Taj Acquisition")
of the Trump Taj Mahal Casino Resort (the "Taj Mahal") and the Company's
acquisition (the "Castle Acquisition") of Trump's Castle Casino Resort ("Trump's
Castle"), and now Mr. Ribis is compensated for his services to Taj Associates
and Castle Associates under the Ribis Agreement.
ROBERT M. PICKUS. THCR Holdings has an employment agreement with Mr.
Pickus (the "Pickus Agreement") pursuant to which he serves as Executive Vice
President and General Counsel. The Pickus Agreement, the initial term of which
expires on July 9, 1998 if not extended, provides for annual compensation of
$275,000 plus bonus. Employment may be terminated only for "cause," which is
defined in the Pickus Agreement as Mr. Pickus's (i) revocation of his casino key
employee license, (ii) conviction of certain crimes, (iii) disability or death
or (iv) breach of his duty to THCR Holdings. Upon termination for cause, Mr.
Pickus will receive only compensation earned to the date of termination.
Pursuant to the Pickus Agreement, Mr. Pickus has agreed not to accept employment
for or on behalf of any other casino hotel located in Atlantic City during the
term of the Pickus Agreement.
JOSEPH A. FUSCO. THCR Holdings has an employment agreement with Mr. Fusco
(the "Fusco Agreement") pursuant to which he serves as Executive Vice President
of Government Relations and Regulatory Affairs. The Fusco Agreement, the
initial term of which expires on May 31, 1999, if not extended, provides for
-9-
<PAGE>
an initial annual compensation of $285,000 plus bonus, subject to annual review.
Employment may be terminated only for "cause," which is defined in the Fusco
Agreement as Mr. Fusco's (i) denial or revocation of his casino key employee
license, (ii) conviction of certain crimes, (iii) disability or death or (iv)
breach of his duty to THCR Holdings. Upon termination for cause, Mr. Fusco will
receive only compensation earned to the date of termination. Pursuant to the
Fusco Agreement, Mr. Fusco may not accept employment for or on behalf of any
other casino hotel located in Atlantic City during the term of the Fusco
Agreement.
BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD OF DIRECTORS
Messrs. Trump and Ribis, officers of the Company, receive no remuneration
for serving on the Board of Directors. Each of the other Directors received an
annual fee of $50,000 and a meeting fee of $2,000 for each of the Board of
Directors or Committee meetings attended.
The Board of Directors met eleven times during 1996. During 1996, each of
the Directors during such period attended at least 90% of all meetings of the
Board of Directors and of each committee of which such Director was a member.
The Company has, as standing committees, an Executive Committee, an Audit
Committee, a Special Committee, a Stock Incentive Plan Committee and a
Compensation Committee. The Company does not have a Nominating Committee.
The current members of the Executive Committee are Messrs. Trump and Ribis.
The Executive Committee, during intervals between meetings of the Board of
Directors, has and exercises all of the powers of the Board of Directors in the
management of the business and affairs of the Company, subject to any
restrictions or limitations as the Board of Directors may from time to time
specify or as limited by the Delaware General Corporation Law. The Executive
Committee did not meet during 1996.
The current members of the Audit Committee are Messrs. Askins, Ryan and
Thomas. The Audit Committee provides assistance to the Board of Directors with
respect to corporate accounting, reporting practices of the Company and the
quality and integrity of the financial reports of the Company. The Audit
Committee recommends to the Board of Directors the engagement of the independent
auditors of the Company and oversees audits and investigations of the business
and financial affairs of the Company, including, without limitation, any audits
or investigations which may be required by any governmental regulatory
authority. The Audit Committee met two times during 1996.
The current members of the Special Committee are Messrs. Askins, Ryan and
Thomas. The Special Committee is composed entirely of independent Directors and
reviews matters relating to transactions with affiliates of the Company, and
other matters as required pursuant to the Third Amended and Restated Agreement
of Limited Partnership of THCR Holdings, as amended, the indenture under which
the 151/2% Senior Secured Notes due 2005 of THCR Holdings and THCR Funding were
issued (the "Senior Note Indenture") and the indenture under which the 111/4%
First Mortgage Notes due 2006 of Trump AC and Trump AC Funding were issued (the
"Trump AC Mortgage Note Indenture"). The Special Committee met ten times during
1996.
The current members of the Stock Incentive Plan Committee are Messrs.
Trump, Askins, Ryan and Thomas. The Stock Incentive Plan Committee is the
committee responsible for administering the 1995 Plan and has the authority to
grant awards to individuals pursuant to the 1995 Plan, to determine the number
of awards to be so granted, the term of such awards, any vesting requirements
and any other administrative determinations required in connection therewith.
The Stock Incentive Plan Committee met one time during 1996.
The current members of the Compensation Committee are Messrs. Trump, Ribis,
Askins and Thomas. The Compensation Committee provides assistance to the Board
of Directors to ensure that the Company's officers, key executives and Directors
are compensated in accordance with the Company's total compensation
-10-
<PAGE>
objectives and executive compensation policies, strategies and pay levels
necessary to support organizational objectives. The Compensation Committee met
two times during 1996.
COMPENSATION COMMITTEE AND STOCK INCENTIVE PLAN COMMITTEE REPORT ON EXECUTIVE
COMPENSATION
The Stock Incentive Plan Committee was formed on June 12, 1995 and the
Compensation Committee was formed in August 1995. Set forth below is a
description of the policies and practices that the Compensation Committee
implements with respect to compensation determinations.
COMPENSATION PHILOSOPHY. The Company's compensation program is designed to
attract, reward and retain highly qualified executives and to encourage the
achievement of business objectives and superior corporate performance. The
program ensures the Board of Directors and Stockholders that (1) the achievement
of the overall goals and objectives of the Company can be supported by adopting
an appropriate executive compensation policy and implementing it through an
effective total compensation program and (2) the total compensation program and
practices of the Company are designed with full consideration of all accounting,
tax, securities law and other regulatory requirements and are of the highest
quality.
The Company's executive compensation program consists of two key elements:
(1) an annual compensation component composed of base salary and bonus, and (2)
a long-term compensation component composed of equity-based awards pursuant to
the 1995 Plan.
ANNUAL COMPENSATION. The Compensation Committee will generally target
annual salary and bonus levels to be competitive with other similarly sized
entities in the casino entertainment industry. Base salaries will be determined
by evaluating the responsibilities associated with the position being evaluated
and the individual's overall level of experience. Annual salary adjustments
will be determined by giving consideration to the Company's performance and the
individual's contribution to that performance.
Bonuses are based on the Compensation Committee's assessment of the
Company's performance and an individual's contribution to that performance.
Corporate performance is measured by various quantitative and qualitative
factors. The primary quantitative factors that will be reviewed by the
Compensation Committee include such performance measures as net income and
return on average common stockholders' equity, both as absolute measures and
relative to previous years. Significant qualitative factors that will be
evaluated by the Compensation Committee include the Company's performance in
relation to industry performance, progress toward achievement of the Company's
long-term business goals, the quality of the Company's earnings and the overall
business and economic environment. The Compensation Committee believes that, in
accordance with its exercise of sound business judgment, the determination of
annual salary and bonus levels is inherently subjective and must include a
review of all relevant information, with no predetermined weight given to any of
the factors considered.
With the exception of Mr. Burke, all of the Company's executive officers
are currently under employment contracts. The annual salary for these
individuals is set by the terms of their employment contracts and any increases
in annual salary are determined in the discretion of the Compensation Committee.
Mr. Burke's salary was, and any salary increases for the other named executive
officers were, based on the considerations noted above.
In 1996, the Compensation Committee granted to Messrs. Pickus, Burke and
Fusco bonuses of $175,000, $100,000 and $80,000, respectively. These bonuses
were, and future bonuses will be, based on the considerations noted above.
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER COMPENSATION. Messrs.
Trump and Ribis are compensated pursuant to the terms of the Executive Agreement
and the Ribis Agreement, respectively. In addition, on May 15, 1996, the
Compensation Committee granted Messrs. Trump and Ribis bonuses of $5,000,000 and
$2,500,000, respectively. These bonuses were based on, among other things, the
following
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<PAGE>
considerations: (i) the successful completion of the equity and debt financings
consummated in conjunction with the Taj Acquisition; (ii) Mr. Trump's
contributions in accomplishing the expansions and renovations at Trump Plaza and
Trump World's Fair; (iii) Mr. Trump's experience and continued vision and
leadership; (iv) Mr. Ribis's continued leadership and managerial skills and his
commitment to growth and maximizing shareholder value; (v) the Company's
operational and financial results from its inception through the date of grant
as evidenced by the increase in the Company's gaming revenues; and (vi) the
increase in the market capitalization of the Company and the total cumulative
return of the Common Stock from the Company's inception through the date of
grant.
LONG-TERM COMPENSATION. In order to align stockholder and executive
officer interests, the long-term component of the Company's executive
compensation program utilizes equity-based awards whose value is directly
related to the value of the Common Stock. These equity-based awards will be
granted by the Stock Incentive Plan Committee pursuant to the 1995 Plan.
Individuals to whom equity-based awards are to be granted and the amount of
Common Stock related to equity-based awards will be determined solely at the
discretion of the Stock Incentive Plan Committee. Because individual
equity-based award levels will be based on a subjective evaluation of each
individual's overall past and expected future contribution, no specific formula
is used to determine such awards for any executive.
In 1996, the Stock Incentive Plan Committee granted options to purchase
50,000, 30,000, 30,000 and 20,000 shares of Common Stock to Messrs. Ribis,
Pickus, Burke and Fusco, respectively. These awards were, and future awards
will be, based on the considerations noted above.
TAX DEDUCTIBILITY OF EXECUTIVE COMPENSATION. Section 162(m) of the
Internal Revenue Code limits the tax deductibility of compensation in excess of
$1 million paid to certain members of senior management, unless the payments are
made under a performance-based plan as defined in Section 162(m). The Stock
Incentive Plan is designed to allow for the grant of equity-based awards that
are performance-based and therefore exempt from the application of Section
162(m). While the Compensation Committee considers the deductibility of senior
management compensation in making its decisions, it also believes it is
important to maintain the flexibility to take actions it considers to be in the
best interests of the Company and the Stockholders, which may be based on
considerations in addition to Section 162(m).
COMPENSATION COMMITTEE STOCK INCENTIVE PLAN COMMITTEE
Donald J. Trump Donald J. Trump
Nicholas L. Ribis Wallace B. Askins
Wallace B. Askins Peter M. Ryan
Don M. Thomas Don M. Thomas
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<PAGE>
COMPARATIVE STOCK PRICE PERFORMANCE GRAPH
The graph below compares the total cumulative return of the Common Stock
from June 7, 1995 (the date trading of the Common Stock commenced) to December
28, 1995 and December 31, 1996, to the Standard & Poor's 500 Index and the Dow
Jones Entertainment & Leisure-Casinos Index. The graph assumes that dividends
were reinvested and is based on an investment of $100 on June 7, 1995 in each of
the Common Stock, the stocks comprising the Standard & Poor's 500 Index and the
stocks comprising the Dow Jones Entertainment & Leisure-Casinos Index.
COMPARISON OF 16 MONTH TOTAL RETURN AMONG
TRUMP HOTELS & CASINO RESORTS, INC.,
STANDARD & POOR'S 500 INDEX AND
DOW JONES ENTERTAINMENT & LEISURE-CASINOS INDEX
200
180
D
160 154
O
L 140 144
L
120 117
A
R 100 102
94
S 86
80
60
6/07/95 12/95 12/96
TRUMP HOTELS & CASINO
RESORTS, INC. S&P 500 DOW JONES CASINOS
[ ] /\ O
CUMULATIVE TOTAL RETURN
---------------------------------
6/7/95 12/28/95 12/31/96
------ -------- --------
Trump Hotels & Casino Resorts, Inc. $100 $154 $ 86
S&P 500 Index $100 $117 $144
Dow Jones Entertainment & Leisure-Casinos
Index $100 $ 94 $102
-13-
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
In general, the compensation of executive officers of the Company is
determined by the Compensation Committee. No officer or employee of the
Company, other than Messrs. Trump and Ribis who serve on the Board of Directors,
participated in the deliberations of the Board of Directors concerning executive
compensation.
TAJ ACQUISITION. On April 17, 1996, a subsidiary of the Company was merged
with and into THCR Holding Corp. and each outstanding share of THCR Holding
Corp.'s Class A Common Stock, par value $.01 per share, which in the aggregate
represented 50% of the economic interest in Taj Associates, was converted into
the right to receive, at each holder's election, either (a) $30 in cash or (b)
that number of shares of Common Stock having a market value equal to $30. Mr.
Trump held the remaining 50% interest in Taj Associates and contributed such
interest in Taj Associates to Trump AC in exchange for limited partnership
interests in THCR Holdings. The outstanding shares of THCR Holding Corp.'s
Class C Common Stock, par value $.01 per share, all of which were held by Mr.
Trump, were canceled in connection with the Taj Acquisition. In addition, Mr.
Trump received the Trump Warrants.
CASTLE ACQUISITION. On October 7, 1996, THCR Holdings acquired from Mr.
Trump all of the outstanding equity of Castle Associates. In connection with
the Castle Acquisition, Mr. Trump received limited partnership interests in THCR
Holdings convertible into 5,837,700 shares of Common Stock and $884,550 in cash.
In addition, THCR Holdings paid an aggregate of $884,500 to the holders of
warrants of TCHI, which warrants were canceled in connection therewith.
CERTAIN RELATED PARTY TRANSACTIONS--THE COMPANY. The Company has entered
into a ten-year lease with Trump-Equitable Company, dated as of July 1, 1995,
for the lease of office space in the Trump Tower in New York City, which the
Company may use for its general executive and administrative offices. The fixed
rent is $115,500 per year, paid in equal monthly installments, for the period
from July 1, 1995 to June 30, 2000 and will be $129,250 per year, paid in equal
monthly installments, for the period from July 1, 2000 to June 30, 2005. In
addition, the Company will pay as additional rent, among other things, a portion
of the property taxes due each year. The Company has the option to terminate
this lease upon ninety days' written notice and payment of $32,312.50.
Upon consummation of the initial public offering of Common Stock in 1995,
Mr. Trump contributed approximately $3.0 million for the development of Trump
Indiana. In order to fund such expenses, THCR Holdings loaned to Mr. Trump $3.0
million and Mr. Trump issued to THCR Holdings a five-year promissory note
bearing interest at a fixed rate of 10% payable annually. The promissory note
provided that it would be automatically canceled upon certain events, including
if, on or prior to June 12, 1997, the Common Stock would trade on the NYSE at a
price per share equal to or greater than $25.00 for any ten trading days during
any 15 consecutive trading day period. On March 27, 1996, the promissory note
was canceled in accordance with its terms.
On December 4, 1996, the Board of Directors approved a $1.4 million secured
loan to Mr. Ribis. In connection therewith, Mr. Ribis has issued to THCR
Holdings a secured promissory note bearing interest at a fixed rate of 7.75%.
Principal and interest on the promissory note is payable on or prior to the
termination of the Ribis Agreement.
CERTAIN RELATED PARTY TRANSACTIONS--PLAZA ASSOCIATES. Seashore Four
Associates, an entity beneficially owned by Mr. Trump ("Seashore Four"), was the
fee owner of a parcel of land constituting a portion of the parcel on which
Trump Plaza's main tower is located (the "Plaza Casino Parcel"), which it leased
to Plaza Associates. Plaza Associates recorded rental expenses of approximately
$1.0 million in 1996 concerning rent owed to Seashore Four. In January 1997,
Plaza Associates exercised the option to purchase the land under the lease with
Seashore Four for $10 million.
-14-
<PAGE>
Trump Seashore Associates, an entity beneficially owned by Mr. Trump
("Trump Seashore"), was the fee owner of a parcel of land constituting a portion
of the Plaza Casino Parcel, which it leased to Plaza Associates. Plaza
Associates made rental payments to Trump Seashore of approximately $1.0 million
in 1996. In September 1996, Plaza Associates exercised the option to purchase
the land under the lease with Trump Seashore for $14.5 million.
On June 24, 1993, in connection with the 1993 refinancing of Trump Plaza,
(i) Mr. Trump transferred title of the hotel adjacent to Trump Plaza's main
tower ("Trump Plaza East") to Missouri Boardwalk, Inc. ("MBI"), a wholly owned
subsidiary of Midlantic National Bank (now known as PNC Bank) ("Midlantic"), in
exchange for a reduction in indebtedness to Midlantic, (ii) MBI leased Trump
Plaza East to Mr. Trump (the "Trump Plaza East Lease") for a term of five years,
which would have expired on June 30, 1988, during which time Mr. Trump would
have been obligated to pay MBI $260,000 per month in lease payments and (iii)
Plaza Associates acquired the option to purchase Trump Plaza East. In October
1993, Plaza Associates assumed the Trump Plaza East Lease and related expenses.
On April 17, 1996, in connection with the Taj Acquisition, Plaza Associates
purchased Trump Plaza East and the Trump Plaza East Lease and related
obligations were terminated.
CERTAIN RELATED PARTY TRANSACTIONS--TAJ ASSOCIATES. Taj Associates has a
lease with Trump-Equitable Company for the lease of office space in the Trump
Tower in New York City, which Taj Associates uses as a marketing office. On
September 1, 1995, the lease was renewed for a term of five years with an option
for Taj Associates to cancel the lease on September 1 of each year, upon six
months' notice and payment of six months' rent. Under the renewed lease, the
monthly payments are $2,184.
From October 4, 1991 until April 17, 1996, Taj Associates leased certain
real property used in connection with the operation of the Taj Mahal (the
"Specified Parcels") from Realty Corp., an entity beneficially owned by Mr.
Trump. Lease obligations to Realty Corp. for the Specified Parcels were
approximately $3.3 million per year. On April 17, 1996, in connection with the
Taj Acquisition, Taj Associates purchased the Specified Parcels from Realty
Corp. and the lease and related obligations were terminated.
On October 4, 1991, Taj Associates entered into a guarantee with First
Fidelity Bank, National Association (now known as First Union National Bank)
("First Fidelity") of the performance by Realty Corp. of its obligations
under a loan of approximately $78 million owing to First Fidelity (the "First
Fidelity Loan"), which loan was secured by a mortgage on the Specified
Parcels. Such guarantee was limited to any deficiency in the amount owed
under the First Fidelity Loan when due, up to a maximum of $30 million. In
connection with the purchase of the Specified Parcels, Realty Corp.'s
obligations to First Fidelity under the First Fidelity Loan were satisfied
and First Fidelity, among other things, released Taj Associates from the
guarantee.
Taj Associates and Mr. Trump were parties to an agreement, which became
effective in April 1991, which provided that Mr. Trump would render to Taj
Associates marketing, advertising, promotional and related services with respect
to the business operations of Taj Associates through December 31, 1999 (the "Taj
Services Agreement"). In consideration for the services to be rendered, Taj
Associates paid an annual fee (the "Annual Fee") equal to 1% of Taj Associates'
earnings before interest, taxes and depreciation less capital expenditures for
such year, with a minimum base fee of $500,000 per annum. During the year 1995,
and the period from January 1, 1996 to April 17, 1996, Mr. Trump earned
approximately $1.7 million and $0.4 million, respectively, in respect of the
Annual Fee, including amounts paid to a third party pursuant to an assignment
agreement. In addition, during the year 1995, and the period from January 1,
1996 to April 17, 1996, Taj Associates reimbursed Mr. Trump $261,000 and
$148,000, respectively, for expenses pursuant to the Taj Services Agreement.
The Taj Services Agreement was terminated upon consummation of the Taj
Acquisition on April 17, 1996.
On April 1, 1991, in connection with the Taj Services Agreement, Taj
Associates and Mr. Trump entered into an Amended and Restated License Agreement
(the "Taj License Agreement") which amended and restated an earlier license
agreement between the parties. Pursuant to the Taj License Agreement, Taj
Associates had the non-exclusive rights to use the name and likeness of Mr.
Trump, and the exclusive right to
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use the name and related marks and designs of the Taj Mahal (collectively, the
"Taj Marks"), in its advertising, marketing and promotional activities through
December 31, 1999. Upon consummation of the Taj Acquisition, the Taj License
Agreement was terminated and the Taj Marks were licensed to the Company.
CERTAIN RELATED PARTY TRANSACTIONS--CASTLE ASSOCIATES. On December 28,
1993, Castle Associates entered into a Services Agreement with TCI-II (the
"Castle Services Agreement"). In general, the Castle Services Agreement
obligates TCI-II to provide to Castle Associates, from time-to-time when
reasonably requested, consulting services on a non-exclusive basis, relating to
marketing, advertising, promotional and other services (the "Castle Services")
with respect to the business and operations of Castle Associates, in exchange
for certain fees to be paid only in those years in which EBITDA (income from
operations before depreciation, amortization, restructuring costs and the
non-cash write-down of CRDA investments) exceeds prescribed amounts.
In consideration for the Castle Services to be rendered by TCI-II, Castle
Associates pays an annual fee to TCI-II in the amount of $1.5 million for each
year in which EBITDA exceeds the following amounts for the years indicated:
1993--$40.5 million; 1994--$45.0 million; 1995 and thereafter--$50.0 million.
If EBITDA in any fiscal year does not exceed the applicable amount, no annual
fee is due. In addition, TCI-II is entitled to an incentive fee, beginning with
the fiscal year ending December 31, 1994, in an amount equal to 10% of EBITDA in
excess of $45.0 million for such fiscal year. Castle Associates is also
required to advance to TCI-II $125,000 a month which is applied toward the
annual fee, PROVIDED, HOWEVER, that no advances are made during any year if and
for so long as it is determined that Castle Associates' budget and year-to-date
performance indicate that the minimum EBITDA levels (as specified above) for
such year will not be met. If for any year during which annual fee advances
have been made it is determined that the annual fee was not earned, TCI-II is
obligated to promptly repay any amounts previously advanced. For purposes of
calculating EBITDA under the Castle Services Agreement, any incentive fees paid
in respect of 1994 or thereafter are not deducted in determining net income.
During the year ended 1996, there were no fees payable by Castle Associates
under the Castle Services Agreement. As Castle Associates did not meet the
required level of EBITDA in 1996, the monthly advances to TCI-II related to the
Castle Services Agreement were suspended, and on October 6, 1996, Castle
Associates recorded a receivable in the amount of $1.25 million which
represented the amounts advanced to TCI-II during the year. The Castle Services
Agreement expires on December 31, 2005.
Mr. Trump granted Castle Associates a license to use the "Trump" name and
certain variations thereof (collectively, the "Marks") in connection with the
operation of Trump's Castle. The license expires on August 15, 1998, at which
time the Company shall have the only license to use the Marks in connection with
casino services and products.
OTHER RELATIONSHIPS. The Commission requires registrants to disclose the
existence of any other corporation in which both (i) an executive officer of the
registrant serves on the board of directors and/or compensation committee and
(ii) a director of the registrant serves as an executive officer. Messrs.
Ribis, Pickus and Burke, executive officers of the Company, have served on the
boards of directors of other entities in which members of the Board of Directors
(namely, Messrs. Trump and Ribis) served and continue to serve as executive
officers. Management believes that such relationships have not affected the
compensation decisions made by the Board of Directors in the last fiscal year.
Mr. Trump serves on the Board of Directors of TACC, a general partner of
Plaza Associates and Taj Associates, of which Messrs. Trump, Ribis and Pickus
are executive officers. Messrs. Trump and Ribis also serve on the Board of
Directors of AC Holding Inc., of which Messrs. Trump, Ribis and Burke are also
executive officers. Mr. Trump is the sole Director of TACC, of which Messrs.
Trump, Ribis and Pickus are executive officers. Mr. Trump is not compensated by
such entities for serving as an executive officer, however, he has entered into
a personal services agreement with Plaza Associates and the Company. Messrs.
Ribis and Burke are not compensated by the foregoing entities, however, they are
compensated by Plaza Associates for their service as executive officers.
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Messrs. Ribis, Pickus and Burke serve on the Board of Directors of THCR
Holding Corp., which held, prior to April 17, 1996, an indirect equity interest
in Taj Associates, of which Mr. Trump is an executive officer. Such persons
also serve on the Board of Directors of THCR/LP, the former managing general
partner of Taj Associates, of which Messrs. Trump and Ribis are executive
officers. Mr. Ribis is compensated by Taj Associates for his services as its
Chief Executive Officer.
Mr. Ribis also serves on the Board of Directors of Realty Corp., which,
prior to the Taj Acquisition, leased certain real property to Taj Associates, of
which Mr. Trump is an executive officer. Mr. Trump, however, does not receive
any compensation for serving as an executive officer of Realty Corp.
Messrs. Ribis, Pickus and Burke are members of the Board of Partner
Representatives of Castle Associates and members of the Board of Directors of
TCHI, the general partner of Castle Associates, of which Messrs. Ribis, Pickus
and Burke are executive officers. In addition, Mr. Trump is the sole Director
and an officer of Castle Funding. Messrs. Ribis, Pickus and Burke received no
compensation from these entities other than Castle Associates for their services
as executive officers. Mr. Trump is not compensated by these entities other
than pursuant to the Castle Services Agreement.
John Barry, Mr. Trump's brother-in-law, is a partner at Barry & McMoran, a
New Jersey law firm, which provides, from time to time, legal services to Plaza
Associates, Taj Associates and Castle Associates.
CERTAIN RELATIONSHIPS
Affiliate party transactions are governed by the provisions of the Senior
Note Indenture and the Trump AC Mortgage Note Indenture, which provisions
generally require that such transactions be on terms as favorable as would be
obtainable from an unaffiliated party, and require the approval of a majority of
the independent directors of the Company for certain affiliated transactions.
Affiliated transactions with respect to Castle Associates are governed by the
indentures under which the debt securities of Castle Associates and Castle
Funding were issued.
Mr. Trump, Mr. Ribis and certain affiliates have engaged in certain related
party transactions with respect to the Company and its subsidiaries. See
"Executive Compensation--Compensation Committee Interlocks and Insider
Participation."
Plaza Associates, Taj Associates and Castle Associates have joint insurance
coverage with other entities affiliated with Mr. Trump, for which the annual
premiums paid by Plaza Associates, Taj Associates and Castle Associates were
approximately $5.2 million for the year ended December 31, 1996.
In November 1996, Castle Associates assigned to THCR Holdings, with the
consent of Roger P. Wagner, Castle Associates' employment agreement with Mr.
Wagner, pursuant to which Mr. Wagner served as the President and Chief Operating
Officer of Castle Associates and TCHI. The assigned agreement provides for an
annual salary of $375,000 reviewed on an annual basis. Mr. Wagner is currently
the Acting General Manager of Trump Indiana.
INDEMNIFICATION AGREEMENTS. In addition to the indemnification provisions
in the Company's and its subsidiaries' employment agreements, certain former and
current Directors of Trump Plaza Funding, Inc. ("Plaza Funding") entered into
separate indemnification agreements in May 1992 with Plaza Associates pursuant
to which such persons are afforded the full benefits of the indemnification
provisions of the partnership agreement governing Plaza Associates. Plaza
Associates also entered into an Indemnification Trust Agreement in November 1992
with Midlantic (the "Indemnification Trustee") pursuant to which the sum of
$100,000 was deposited by Plaza Associates with the Indemnification Trustee for
the benefit of the Directors of Plaza Funding and certain former Directors of
Trump Plaza GP to provide a source for indemnification for such persons if Plaza
Associates, Plaza Funding or Trump Plaza GP, as the case may be, fails to
immediately honor a demand for indemnification by such persons. The
indemnification agreements with the Directors of Plaza Funding and
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the Directors of Trump Plaza GP were amended in June 1993 to provide, among
other things, that Plaza Associates would maintain Directors' and officers'
insurance covering such persons during the ten-year term (subject to extension)
of the indemnification agreements; PROVIDED, HOWEVER, that if such insurance
would not be available on a commercially practicable basis, Plaza Associates
could, in lieu of obtaining such insurance, annually deposit an amount in a
trust fund equal to $500,000 for the benefit of such Directors; PROVIDED FURTHER
that deposits relating to the failure to obtain such insurance shall not exceed
$2.5 million. Such Directors are covered by directors' and officers' insurance
maintained by Plaza Associates.
In connection with the Taj Acquisition, Trump AC has agreed to provide to
the former officers and Directors of THCR Holding Corp. and THCR/LP (the "Taj
Indemnified Parties"), including Messrs. Ribis, Pickus and Burke,
indemnification as provided in the Company's Amended and Restated Certificate of
Incorporation and Amended and Restated By-Laws until April 17, 2002. In
addition, the Company agreed, and agreed to cause THCR Holding Corp. and THCR/LP
to agree, that until April 17, 2002, unless otherwise required by law, the
Certificate of Incorporation and By-Laws of THCR Holding Corp. and THCR/LP shall
not be amended, repealed or modified to reduce or limit the rights of indemnity
afforded to the former Directors, officers and employees of THCR Holding Corp.
and THCR/LP or the ability of THCR Holding Corp. or THCR/LP to indemnify such
persons, nor to hinder, delay or make more difficult the exercise of such rights
of indemnity or the ability to indemnify. In addition, Trump AC has also agreed
to purchase and maintain in effect, until April 17, 2002, directors' and
officers' liability insurance policies covering the Taj Indemnified Parties on
terms no less favorable than the terms of the then current insurance policies'
coverage or, if such directors' and officers' liability insurance is unavailable
for an amount no greater than 150% of the premium paid by THCR Holding Corp. (on
an annualized basis) for directors' and officers' liability insurance during the
period from January 1, 1996 to April 17, 1996, Trump AC has agreed to obtain as
much insurance as can be obtained for a premium not in excess (on an annualized
basis) of such amount.
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PROPOSAL TWO
APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors has, upon the recommendation of the Audit Committee
and subject to ratification by the Stockholders, appointed Arthur Andersen LLP
as independent certified public accountants to report on the consolidated
financial statements of the Company for the fiscal year ending December 31, 1997
and to perform such other services as may be required of Arthur Andersen LLP.
Although stockholder ratification of the Board of Directors' selection is not
required, the Board of Directors considers it desirable for the Stockholders to
pass upon the selection of the independent auditors. If the Stockholders
disapprove of the selection of Arthur Andersen LLP as independent auditors, the
Board of Directors will consider the selection of other independent certified
public accountants. One or more representatives of Arthur Andersen LLP will be
present at the Annual Meeting, will have the opportunity to make a statement if
he or she desires and will be available to respond to appropriate questions.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" RATIFICATION OF
ARTHUR ANDERSEN LLP AS THE COMPANY'S INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
FOR 1997.
SECTION 16(A) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
Directors and executive officers, and persons who own more than 10% of the
Common Stock, to file with the Commission initial reports of ownership and
reports of changes in ownership of Common Stock. Officers, Directors and
greater than 10% Stockholders are required by the Commission's rules and
regulations to furnish the Company with copies of all Section 16(a) forms they
file.
To the Company's knowledge, based solely on a review of the copies of such
reports furnished to the Company, all Section 16(a) filing requirements
applicable to its officers, Directors and greater than 10% beneficial owners of
Common Stock were complied with during the fiscal year ended December 31, 1996.
STOCKHOLDER PROPOSALS -- 1998 ANNUAL MEETING
Any proposals of Stockholders of the Company intended to be included in the
Company's proxy statement and form of proxy relating to the Company's next
annual meeting of Stockholders must be in writing and received by the Secretary
of the Company at the Company's office at 2500 Boardwalk, Atlantic City, New
Jersey 08401 no later than January 10, 1998. In the event that the next annual
meeting of Stockholders is called for a date that is not within 30 days before
or after June 12, 1998, in order to be timely, notice by the stockholder must be
received not later than the close of business on the tenth day following the day
on which such notice of the date of the annual meeting was mailed or such public
disclosure of the date of the annual meeting was made, whichever occurs first.
Any stockholder interested in making a proposal is referred to Article II,
Section 11 of the Company's Amended and Restated By-Laws.
OTHER MATTERS
Management does not know of any matters other than the foregoing that will
be presented for consideration at the Annual Meeting. However, if other matters
properly come before the Annual Meeting, it is the intention of the persons
named in the enclosed proxy card to take such action as is in the best interests
of the Company and the Stockholders.
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The entire cost of soliciting proxies from the Stockholders will be
borne by the Company. In addition to the use of the mails, proxies may be
solicited by personal interview, telephone or telegram by Directors, officers
or regular employees of the Company, who will not receive additional
compensation for such solicitation but may be reimbursed for reasonable
out-of-pocket expenses incurred in connection therewith. The Company has
retained MacKenzie Partners, Inc., a proxy soliciting firm, to assist in the
solicitation of proxies and will pay such firm a fee, estimated not to exceed
$15,000 plus reimbursement of reasonable out-of-pocket expenses, which are
not expected to exceed $15,000. Arrangements may also be made with brokerage
firms and other custodians, nominees and fiduciaries to forward proxy
solicitation materials to the beneficial owners of shares of Common Stock
held of record by such persons, in which case the Company will reimburse such
brokerage firms, custodians, nominees and fiduciaries for reasonable
out-of-pocket expenses incurred by them in connection therewith.
THE COMPANY WILL PROVIDE TO ANY STOCKHOLDER OF RECORD AND BENEFICIAL OWNERS
AS OF THE RECORD DATE, WITHOUT CHARGE UPON WRITTEN REQUEST TO ITS SECRETARY AT
2500 BOARDWALK, ATLANTIC CITY, NEW JERSEY 08401, A COPY OF THE COMPANY'S ANNUAL
REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996.
The principal executive offices of the Company are located at 2500
Boardwalk, Atlantic City, New Jersey 08401 and the Company's telephone number
is (609) 441-6060.
By order of the Board of Directors,
Robert M. Pickus
Secretary
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TRUMP HOTELS & CASINO RESORTS, INC.
2500 Boardwalk
Atlantic City, New Jersey 08401
PROXY FOR THE ANNUAL MEETING OF STOCKHOLDERS
to be held at Trump Marina Hotel Casino (formerly Trump's Castle Casino Resort),
Huron Avenue and Brigantine Boulevard, Atlantic City, New Jersey 08401 at 2:00
p.m., local time, on July 10, 1997
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 annual meeting, and at any and all adjournments or
postponements thereof (the "Annual Meeting"), 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 Annual Meeting and upon such other matters as may
properly be brought before the Annual Meeting. This proxy revokes all prior
proxies given by the undersigned.
ALL PROPERLY EXECUTED PROXIES WILL BE VOTED AS DIRECTED. IF NO INSTRUCTIONS
ARE INDICATED ON A PROPERLY EXECUTED PROXY, SUCH PROXY WILL BE voted FOR
APPROVAL OF PROPOSALS 1 AND 2. All ABSTAIN votes will be counted in determining
the existence of a quorum at the Annual Meeting, but will have the same effect
as a vote AGAINST Proposal 2.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF TRUMP HOTELS
& CASINO RESORTS, INC.
RECEIPT OF THE NOTICE OF MEETING AND THE PROXY STATEMENT, DATED JUNE 2,
1997, 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>
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF TRUMP HOTELS &
CASINO RESORTS, INC.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1 AND 2.
Please mark boxes in blue or black ink.
<TABLE>
<S> <C> <C> <C>
1. Election of FOR all nominees listed below WITHHOLD for all nominees listed below / /
Directors / /
</TABLE>
Nominees: Donald J. Trump, Nicholas L. Ribis, Wallace B. Askins, Don M. Thomas
and Peter M. Ryan
INSTRUCTION: IF YOU WISH TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
NOMINEE, WRITE THAT NOMINEE'S NAME ON THE LINE PROVIDED BELOW:
<TABLE>
_________________________________________________________________________________________
<S> <C> <C> <C>
2. Proposal to ratify the appointment of Arthur Andersen LLP as the independent public auditors of the
Company for the fiscal year ending December 31, 1997.
</TABLE>
FOR / / AGAINST / / ABSTAIN / /
<TABLE>
<S> <C> <C> <C>
3. In the discretion of the proxies with respect to any other matters that may properly come before the
Annual Meeting.
</TABLE>
Dated: __________________________________ , 1997
<TABLE>
<S> <C>
______________________________________
(TITLE OR AUTHORITY)
______________________________________
(SIGNATURE)
______________________________________
(SIGNATURE)
(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.)
</TABLE>
