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 ss. 240.14a-11(c) or ss. 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.
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2) Aggregate number of securities to which transaction applies:
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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):
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[ ] 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:
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<PAGE>
TRUMP HOTELS & CASINO RESORTS, INC.
2500 BOARDWALK
ATLANTIC CITY, NEW JERSEY 08401
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June 29, 1998
Dear Stockholders:
On behalf of Trump Hotels & Casino Resorts, Inc. (the "Company"), I am
pleased to invite you to our company's 1998 Annual Meeting of Stockholders (the
"Annual Meeting") on Thursday, August 6, 1998, beginning at 2:00 p.m. The
meeting will be held at the Trump Taj Mahal Casino Resort, 1000 Boardwalk,
Atlantic City, New Jersey 08401 (the "Taj Mahal").
1997 was a landmark year for the Company, with all of the Trump casino
assets under the same corporate umbrella for the entire 12-month period. As
anticipated, the consolidated entities produced increased revenues and operating
income for the full year, and we are confident in our ability to continue
posting solid results during 1998 and beyond. We are also continuing to expand
and enhance our properties to provide our customers with the highest amenities.
As a result, we were recently recognized for our unmatched commitment to quality
and excellence by the American Academy of Hospitality Sciences, which selected
us for its prestigious 1998 Five Star Diamond Award. We are proud that this
prestigious award was presented to all three of our Atlantic City hotel casinos
for their outstanding commitment to service and hospitality. Not only are the
Trump Atlantic City casino properties the only East Coast casinos so recognized,
but they represent three of only four casino properties in the world to receive
this award, placing them solidly among the finest establishments anywhere.
Immediately following the Annual Meeting, I invite you to take a tour of
the magnificent Taj Mahal. Many expansions and enhancements have taken place
over the past year at the Taj Mahal, which exemplify the Company's dedication to
making the Taj Mahal the most exciting casino resort in Atlantic City and
ensuring its position as Atlantic City's "Must See Attraction". Executives of
the Company will be available to escort you, if you so desire.
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.
Once again, our thanks for your continued support of the Company.
Sincerely,
Nicholas L. Ribis
President and Chief Executive Officer
<PAGE>
TRUMP HOTELS & CASINO RESORTS, INC.
2500 BOARDWALK
ATLANTIC CITY, NEW JERSEY 08401
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
AUGUST 6, 1998
-------------
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
the Trump Taj Mahal Casino Resort, 1000 Boardwalk, Atlantic City, New Jersey on
Thursday, August 6, 1998, commencing 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, 1998; 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 June 22, 1998, 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 29, 1998
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
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PROXY STATEMENT
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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, August
6, 1998, at 2:00 P.M., New York City time, at the Trump Taj Mahal Casino Resort,
1000 Boardwalk, Atlantic City, New Jersey, 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, 1997, this Proxy
Statement and the accompanying proxy card are first being sent or given to
Stockholders on or about June 29, 1998.
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, 1998. 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 June 22, 1998 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 22,195,256 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.
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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
plurality 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 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 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.
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<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, 52 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 of
Trump Atlantic City Holding Inc., a Delaware corporation formerly known as Trump
Plaza Holding, Inc. ("Trump AC Holding"), since February 1993 and was President
of Trump AC Holding from February 1993 until December 1997. Mr. Trump was a
partner in 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
and Chairman of the Board of Directors of Trump Atlantic City Funding II, Inc.
("Funding II") and Trump Atlantic City Funding III, Inc. ("Funding III") since
their formation in November 1997. 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 4, 1991; Chairman of the Board of
Directors, President, and Treasurer of TCI since June 1988; Chairman of the
Executive Committee of Trump Taj Mahal Associates ("Taj Associates") from June
1988 to October 1991; and President and sole 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 Atlantic City Corporation ("TACC") since March
1991. Mr. Trump was President and Treasurer of TACC from March 1991 until
December 1997. 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"), the partnership
that owns Trump Marina Hotel Casino ("Trump Marina"), 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 of Trump's Castle
Funding, Inc., a New Jersey corporation ("Castle Funding"), and served as
President and Treasurer of Castle Funding until April 1998. Trump is the
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,
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<PAGE>
which has been in the business, through its affiliates and subsidiaries, of
acquiring, developing and managing real estate properties for more than the past
five years.
NICHOLAS L. RIBIS, 53 years old, has been President, Chief Executive
Officer and a Director of the Company and THCR Funding and the Chief Executive
Officer of THCR Holdings since their formation in 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, was a member of Plaza
Associates' Executive Committee from April 1991 to May 29, 1992, and was a
director and Vice President of Trump Plaza GP from May 1992 until June 1993. Mr.
Ribis served as Vice President of Trump AC Holding from February 1995 until
December 1997. Mr. Ribis has served as President of Trump AC Holding since
December 1997. Mr. Ribis has served as a Director of Trump AC Holding since June
1993. Mr. Ribis has been Chief Executive Officer, President and Director of
Trump AC Funding since its formation in January 1996 and Chief Executive
Officer, President and a Director of Funding II and Funding III since their
formation in November 1997. Mr. Ribis served as the Vice President of TACC until
December 1997. 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 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; and a member of
the Executive Committee of Taj Associates from April 1991 to October 1991. Mr.
Ribis has served as Vice President of THCR/LP and THCR Holding Corp. since
February 1998. 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 has served as the Vice
President and Assistant Secretary of TCHI since December 1993 and January 1991,
respectively, until April 1998. Mr. Ribis is now a Director of TCHI. Since April
1998, Mr. Ribis has served as President and Chief Executive Officer of TCHI and
Castle Funding. 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 January 1980 to January 1991, Mr. Ribis was Senior Partner
in, and from February 1991 to December 1995, 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, 67 years old, has been a Director of the Company and
THCR Funding since June 1995. He has also been a Director of Trump AC Holding
since April 11, 1994, and was a partner representative of the Board of Partner
Representatives of Castle Associates from May 1992 to June 1995. Mr. Askins has
been a Director of Trump AC Funding since April 1996 and a Director of Funding
II and Funding III since December 1997. 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, 67 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 a Director of Funding II and Funding III since December 1997. 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
during a portion of which time Mr. Thomas served as acting Chairman of the CCC.
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,
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<PAGE>
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 Childrens' Hospital FTD since
October 1995.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE ELECTION OF
THE NOMINEES NAMED ABOVE.
The following persons serve as executive officers of the Company: Mr.
Trump, Chairman of the Board; Mr. Ribis, President and Chief Executive Officer
and Director; Mr. Robert M. Pickus, Executive Vice President, General Counsel
and Secretary; Mr. John P. Burke, Senior Vice President and Corporate Treasurer;
Mr. R. Bruce McKee, Senior Vice President of Corporate Finance and Chief
Financial Officer; 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, McKee and Fusco are set forth below.
ROBERT M. PICKUS, 43 years old, has been Executive Vice President, General
Counsel 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. Mr.
Pickus served as the Assistant Secretary of Trump AC Holding from April 1994
until February 1998. Since February 1998, Mr. Pickus has served as the Secretary
of Trump AC Holding. Mr. Pickus has been Secretary and a Director of Trump AC
Funding since its formation in January 1996 and a Director of Funding II and
Funding III since their formation in November 1997. 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 has served as
the Secretary of Castle Funding since April 1998. Mr. Pickus served as the
Assistant Secretary of TACC until February 1998. Since February 1998, Mr. Pickus
has served as the Secretary of TACC. Mr. Pickus was also Secretary of TCHI from
October 1991 until December 1993. Mr. Pickus is a director of TCHI, and served
as the Assistant Secretary of TCHI from February 1998 until April 1998. Since
April 1998, Mr. Pickus has served as the Secretary 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, 50 years old, served as Senior Vice President of Corporate
Finance of the Company from January 1996 until June 1997. Mr. Burke has served
as the Senior Vice President of the Company, THCR Holdings and THCR Funding
since June 1997. Mr. Burke 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 and
Treasurer of Funding II and Funding III since their formation in November 1997.
Mr. Burke has been Treasurer of TACC since February 1998. Mr. Burke was a
Director of THCR/LP and THCR Holding Corp. from October 1991 to April 1996 and
was Vice President of THCR/LP until June 1995. Mr. Burke has served as the
Assistant Treasurer of THCR Holding Corp. and THCR/LP since February 1998. Mr.
Burke has been the Corporate Treasurer of Castle Associates since October 1991,
the 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 was an Executive Vice President and
Chief Administrative Officer of Imperial Corporation of America from April
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1989 through September 1990. Mr. Burke has been the Vice President and Secretary
of THCR Enterprises since January 1997.
R. BRUCE MCKEE, 52 years old, has served as the Senior Vice President of
Corporate Finance of the Company, Trump AC Funding and TACC since June 1997. Mr.
McKee has served as Chief Financial Officer of the Company, THCR Holdings and
THCR Funding since June 1997. Mr. McKee has served as the Senior Vice President
of Corporate Finance of Funding II and Funding III since December 1997. Mr.
McKee served as President and Chief Operating Officer of Castle Associates from
October 1996 until June 1997. Mr. McKee has served as Vice President and
Assistant Secretary of Castle Associates, Castle Funding and TCHI since April
1998. Mr. McKee was Acting Chief Operating Officer of Taj Associates from
October 1995 through October 1996, Senior Vice President, Finance of Taj
Associates from July 1993 through October 1996 and Vice President, Finance of
Taj Associates from September 1990 through June 1993. Mr. McKee has been the
Assistant Treasurer of THCR/LP, Realty Corp. and TCI since September 1991. Mr.
McKee served as the Assistant Treasurer of THCR Holding Corp. from September
1991 until February 1998. Previously, Mr. McKee was Vice President of Finance of
Elsinore Shore Associates, the owner and operator of Atlantis Casino Hotel
Atlantic City, from April 1984 to September 1990 and Treasurer of Elsinore
Finance Corp., Elsinore of Atlantic City and Elsub Corp. from June 1986 to
September 1990. The former Atlantis Casino Hotel now constitutes the portion of
Trump Plaza known as Trump World's Fair.
JOSEPH A. FUSCO, 54 years old, has been Executive Vice President for
Government Relations & Regulatory Affairs of the Company since June 1996 and of
Trump Casino Services, L.L.C. ("TCS") since July 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.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of June 22, 1998, 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").
BENEFICIAL OWNERSHIP
--------------------------
NAME NUMBER PERCENT
- ---- ------------ -------
Donald J. Trump................................ 15,718,973(1) 41.5%
Nicholas L. Ribis.............................. 229,153(2) 1.0%
John P. Burke.................................. 700(3) *
R. Bruce McKee................................. 0 0%
Robert M. Pickus............................... 1,000 *
Joseph A. Fusco................................ 1,000 *
Wallace B. Askins.............................. 3,000 *
Don M. Thomas.................................. 1,500 *
Peter M. Ryan.................................. 10,000 *
Conseco, Inc................................... 2,010,000(4) 9.1%
Mario J. Gabelli............................... 1,885,500(5) 8.5%
Bay Harbour Management, L.C.................... 1,643,100(6) 7.4%
Dimensional Fund Advisors Inc.................. 1,371,300(7) 6.2%
Oppenheimer Group, Inc......................... 2,470,849(8) 11.1%
All executive officers and Directors
of the Company (8 persons)................... 15,965,326 42.0%
The above persons have sole voting and investment power, unless otherwise
indicated below.
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* Less than 1%
(1) 725 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) 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 (b) 1,800,000 shares of Common Stock underlying currently
exercisable warrants to purchase Common Stock held by Mr. Trump 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
outstanding shares of Class B Common Stock (1,000 shares) of which he
holds 850 shares directly and holds 50 shares through TCI and 100
shares through TCI-II.
(2) Includes (i) 133,333 shares issued in accordance with Mr. Ribis's
employment agreement, (ii) 10,000 shares held by Mr. Ribis, (iii) 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,
and (iv) 80,000 shares underlying currently exercisable options to
purchase Common Stock at $14.00 per share until June 12, 2005.
(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) 11825 North Pennsylvania Street, Carmel, Indiana 46032. These shares
are beneficially owned by Bankers Life and Casualty Company, an
insurance company, of which Conseco, Inc. is the parent holding
company.
(5) One Corporate Center, Rye, New York 10580-1434. Mario J. Gabelli claims
beneficial ownership of these shares through various entities which he
directly or indirectly controls or for which he acts as chief
investment officer.
(6) 777 South Harbour Island Boulevard, Suite 270, Tampa, Florida 33602.
Bay Harbour Management, L.C. ("Bay Harbour") is an investment advisor
and claims beneficial ownership of 1,628,100 of these shares. Also
includes 15,000 shares owned by Steven A. Van Dyke, the sole
stockholder and President of Tower Investment Group, Inc. ("Tower"),
the majority stockholder of Bay Harbour, of which shares Bay Harbour,
of which shares Bay Harbour and Tower disclaim beneficial ownership.
(7) Dimensional Fund Advisors Inc. ("Dimensional"), a registered investment
advisor, is deemed to have beneficial ownership of 1,371,300 shares of
Common Stock as of December 31, 1997, all of which shares are held in
portfolios of DFA Investment Dimensions Group Inc., a registered
open-end investment company, or in series of the DFA Investment Trust
Company, a Delaware business trust, or the DFA Group Trust and DFA
Participation Group Trust, investment vehicles for qualified employee
benefit plans, all of which Dimensional Fund Advisors Inc. serves as
investment manager. Dimensional disclaims beneficial ownership of all
such shares.
-7-
<PAGE>
(8) 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 2,317,249
shares beneficially owned by Oppenheimer Capital, an investment
adviser, of which Oppenheimer is the parent holding company.
Oppenheimer disclaims beneficial ownership of these shares.
As security for certain indebtedness of Mr. Trump and his affiliates (other
than the Company and its subsidiaries) owed to a lender, 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 5.5% limited partnership interest in THCR Holdings.
A foreclosure on all of such collateral could result in a change of control of
the Company.
-8-
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth information regarding compensation paid to
or accrued by the Chairman of the Board and the four most highly paid 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. Compensation for the years ended December 31, 1995, 1996 and
1997 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
------------------------------------------------------ --------------------------
NAME AND RESTRICTED SECURITIES
PRINCIPAL OTHER ANNUAL STOCK UNDERLYING ALL OTHER
POSITION YEAR SALARY BONUS COMPENSATION(1) AWARDS($) OPTIONS(#) COMPENSATION
- -------- ---- ------ ----- --------------- --------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Donald J. Trump.... 1997 $ 1,000,000 -- -- -- -- $ 212,960(7)
Chairman of 1996 1,000,000 $5,000,000 -- -- -- 1,031,000(2)
the Board 1995 583,333 -- -- -- -- 4,830,000(2)
Nicholas L. Ribis.. 1997 1,996,500 $ -- -- -- -- $ 4,000(4)
President 1996 1,996,500 $2,500,000 -- -- 50,000 $ 2,375(4)
and Chief 1995 1,875,000 933,338 -- 933,324(3) 133,333 2,588(4)
Executive
Officer
R. Bruce McKee(5).. 1997 $ 422,356 $ 50,000 -- -- -- $ 2,969(4)
Senior Vice 1996 327,566 -- -- -- 30,000 3,529(4)
President 1995 183,799 292,758 -- -- -- 3,597(4)
of Corporate
Finance
Robert M. Pickus... 1997 $ 299,160 $ 25,000 -- -- -- $ 4,000(4)
Executive 1996 290,673 175,000 $ 3,975 -- 30,000 4,973(4)
Vice 1995 267,308 105,000 3,471 -- -- 4,004(4)
President
and Secretary
Joseph A. Fusco(6). 1997 $ 295,660 $ 25,000 -- -- -- $ 4,000(4)
Executive Vice 1996 139,211 $ 80,000 $ 2,665 -- 20,000 --
President of 1995 -- -- -- -- -- --
Government
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 each member of the Executive Group.
(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 and $733,000
in 1996 and 1995, respectively, for expenses incurred pursuant to the TPM
Services Agreement, the Taj Services Agreement and the Castle Services
Agreement.
(3) On June 12, 1995, 66,666 phantom stock units were issued in accordance with
Mr. Ribis' employment agreement. All of these units became fully vested on
June 12, 1997, pursuant to which Mr. Ribis received 66,666 shares of Common
Stock valued at $758,326 free of any restrictions.
(4) 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 59 1/2 or financial hardship, at which time the employee
may withdraw his or her vested funds.
(5) Former Acting Chief Operating Officer, Chief Financial Officer and Senior
V.P. of Finance of Taj Associates through October 1996. Served as President
and Chief Operating Officer of Trump Marina from October 1996 through June
1997. Since June 1997, Mr. McKee has served as Senior Vice President of
Corporate Finance and Chief Financial Officer of the Company. All of Mr.
McKee's compensation in 1995 and 1996 and $262,949 of his compensation in
1997 was earned at other Trump entities.
(6) Mr. Fusco commenced his employment with the Company on June 27, 1996.
(7) Represents reimbursements for expenses incurred pursuant to an Executive
Agreement between Mr. Trump, the Company and THCR Holdings.
-9-
<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR
There were no options granted in the fiscal year ended December 31, 1997.
FY-END OPTION VALUE(1)
The following table sets forth the number of shares covered by options held
by Messrs. Ribis, Pickus, McKee and Fusco, the only executive officers of the
Company who held options in 1997, and the value of the options as of December
31, 1997.
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED
OPTIONS AT FY-END(#)
---------------------------------------
NAME EXERCISABLE UNEXERCISABLE
- ---- ----------- -------------
Nicholas L. Ribis.............. 53,333 130,000
Robert M. Pickus............... N/A 30,000
R. Bruce McKee................. N/A 30,000
Joseph A. Fusco................ N/A 20,000
- -----------------
(1) Based on a closing sale price of $6.688 per share of Common Stock on
December 31, 1997, 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 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' annual salary is $1,996,500.
Mr. Ribis' annual salary is currently paid in equal parts by the Company, Plaza
Associates, Taj Associates and Castle Associates. In the event Mr. Ribis'
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'
(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' 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
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<PAGE>
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 term of which expires on December
31, 2000, if not extended, provides for annual compensation of $295,000 plus
bonus. Employment may be terminated only for "cause," which is defined in the
Pickus Agreement as Mr. Pickus' (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 December 31, 2000, if not extended, provides for 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 10 times during 1997. During 1997, each of the
Directors during such period attended 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
-11-
<PAGE>
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 met at
various times during 1997.
The current members of the Audit Committee are Messrs. Askins, Ryan and
Thomas, each of whom is an independent director of the Company. 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 4 times during 1997.
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 15 1/2% Senior Secured Notes due 2005 of THCR Holdings and THCR Funding were
issued (the "Senior Note Indenture"), the indenture under which the 11 1/4%
First Mortgage Notes due 2006 of Trump AC and Trump AC Funding were issued (the
"Trump AC Mortgage Note Indenture"), the indenture under which the 11 1/4% First
Mortgage Notes due 2006 of Trump AC and Funding II were issued (the "Funding II
Mortgage Note Indenture") and the indenture under which the 11 1/4% First
Mortgage Notes due 2006 of Trump AC and Funding III were issued (the "Funding
III Mortgage Note Indenture"). The Special Committee met 5 times during 1997.
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 did not meet during 1997.
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 objectives
and executive compensation policies, strategies and pay levels necessary to
support organizational objectives. The Compensation Committee met 1 time during
1997.
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
-12-
<PAGE>
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 and Mr. McKee, 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 and Mr. McKee's salary was, and any salary increases for
the other named executive officers were, based on the considerations noted
above.
In 1997, the Compensation Committee granted to Messrs. Pickus, McKee and
Fusco bonuses of $25,000, $50,000 and $25,000, 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. Neither Messrs. Trump nor Ribis received
a salary increase or bonus in 1997.
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. No equity-based awards were made during 1997.
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 yearly percentage change in the total
cumulative return of the Common Stock from June 7, 1995 (the date trading of the
Common Stock commenced) and ending on December 31, 1997 and March 31, 1998, 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 34 MONTH CUMULATIVE TOTAL RETURN* AMONG
TRUMP HOTELS & CASINO RESORTS, INC.,
STANDARD & POOR'S 500 INDEX AND
DOW JONES CASINOS INDEX
<TABLE>
<CAPTION>
--GRAPHICAL REPRESENTATION OF DATA TABLE BELOW--
CUMULATIVE TOTAL RETURN
-------------------------------------------------------------
6/7/95 12/31/95 12/31/96 12/31/97 3/31/98
------ -------- -------- -------- -------
<S> <C> <C> <C> <C> <C>
Trump Hotels & Casino Resorts, Inc...................... $100 154 86 48 66
S&P 500 Index........................................... $100 117 144 192 219
Dow Jones Casinos Index................................. $100 94 102 91 99
</TABLE>
-14-
<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, 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, 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.
Certain Related Party Transactions--The Company. Upon consummation of the
June 1995 Offerings, Trump contributed to the capital of Trump Indiana and other
new jurisdiction subsidiaries payments made by him relating to expenditures for
the development of the Indiana Riverboat and other gaming ventures. As of June
12, 1995, these advances totaled approximately $4.4 million. Of these amounts,
approximately $3.0 million were used to fund expenses related to the development
of Trump Indiana. In order to fund such expenses, THCR Holdings lent to Trump
$3.0 million and 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 in the event that at any time
during the periods set forth below, the Common Stock trades on the NYSE, or any
other applicable national exchange or over-the-counter market, at a price per
share equal to or greater than the prices set forth below (subject to adjustment
in certain circumstances) for any ten trading days during any 15 consecutive
trading day period:
If on or prior to June 12, 1997............... $25.00
If on or prior to June 12, 1998............... $27.50
If on or prior to June 12, 1999............... $30.00
If on or prior to June 12, 2000............... $32.50
On March 27, 1996, such $3.0 million promissory note was canceled in
accordance with its terms.
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 $115,000 per year, paid in equal
monthly installments, for the period form 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.
The Company and THCR Holdings have an employment agreement with Mr. Ribis
which provides for up to an aggregate of $2,000,000 in loans to be used by Mr.
Ribis to pay his income tax liability in connection with his stock bonus award.
As of December 31, 1997, $665,000 was outstanding under the Ribis Agreement. In
consideration of certain services provided to the Company and THCR Holdings by
Mr. Trump pursuant to the Executive Agreement, in 1997 THCR Holdings made loans
to Mr. Trump in an aggregate amount totaling $13 million. All amounts
outstanding under such loans were repaid in full in January 1998.
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
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<PAGE>
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.
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, 1998, 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.
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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 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 under the License Agreement.
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 has granted Castle Associates a license to use the Marks in
connection with the operations of Trump Marina since June 17, 1985. The license
expires on August 15, 1998.
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, McKee 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 is the sole director of TACC, a general partner of Plaza
Associates, of which Messrs. Trump, Ribis and Pickus are executive officers.
Messrs. Trump and Ribis also serve on the Board of Directors of Trump AC
Holding, of which Messrs. Trump, Ribis and Burke are also 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.
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.
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<PAGE>
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 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, the Trump AC Mortgage Note Indenture, the Funding II Mortgage
Note Indenture and the Funding III 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 $4.0 million for the year ended December 31, 1997.
Plaza Associates leased portions of its Egg Harbor Parcel to Castle
Associates. Lease payments by Castle Associates to Plaza Associates totaled
$5,000 in 1996. Castle Associates did not make any lease payments to Plaza
Associates in 1997.
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 was the Acting
General Manager of Trump Indiana and resigned his position with THCR Holdings in
February 1998.
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 the Directors
of
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<PAGE>
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 June 1993, an additional sum of $600,000 was deposited with the
Indemnification Trustee for the benefit of the directors of Plaza Funding and
certain former directors of Trump Plaza GP.
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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<PAGE>
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, 1998
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 1998.
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, 1997.
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 February 6, 1999. In the event that the next annual
meeting of Stockholders is called for a date that is not within 30 days before
or after August 6, 1999, 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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<PAGE>
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, 1997.
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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<PAGE>
TRUMP HOTELS & CASINO RESORTS, INC.
2500 Boardwalk
Atlantic City, New Jersey 08401
PROXY FOR THE ANNUAL MEETING OF STOCKHOLDERS
to be held at the Trump Taj Mahal Casino Resort,
1000 Boardwalk, Atlantic City,
New Jersey 08401 at 2:00 p.m., local
time, on August 6, 1998
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 29,
1998, IS HEREBY ACKNOWLEDGED.
PLEASE SIGN AND DATE ON THE REVERSE SIDE AND MAIL THIS PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
(Continued on reverse side)
<PAGE>
(Continued from reverse side)
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS OF 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.
1. Election of Directors FOR all nominees listed below [ ]
WITHHOLD for all nominees listed below [ ]
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:
- --------------------------------------------------------------------------------
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, 1998. FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. In the discretion of the proxies with respect to any other matters that may
properly come before the Annual Meeting.
Dated: _______________________, 1998
---------------------------------
(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.)
YOUR VOTE IS IMPORTANT. PLEASE SIGN, DATE AND MAIL
THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
