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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 31, 1996
TRUMP HOTELS & CASINO RESORTS HOLDINGS, L.P.
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(Exact name of registrant as specified in its charter)
Delaware 33-90786 13-3818407
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
Mississippi Avenue and The Boardwalk
Atlantic City, New Jersey 08401
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (609) 441-6060
TRUMP HOTELS & CASINO RESORTS FUNDING, INC.
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(Exact name of registrant as specified in its charter)
Delaware 33-90786 13-3818405
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
Mississippi Avenue and The Boardwalk
Atlantic City, New Jersey 08401
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (609) 441-6060
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ITEM 1 TO ITEM 4: None.
ITEM 5: Other Events.
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On January 31, 1996, Trump Hotels & Casino Resorts, Inc. ("THCR"), a Delaware
corporation and the general partner of Trump Hotels & Casino Resorts Holdings,
L.P., THCR Merger Corp., a wholly owned subsidiary of THCR, and Taj Mahal
Holding Corp. ("Taj Holding"), amended the Agreement and Plan of Merger which
they had entered into on January 8, 1996.
Reference is made to (i) the Amendment to the Agreement and Plan of Merger and
(ii) the joint press release of THCR and Taj Holding, dated February 1, 1996,
attached as Exhibits hereto. Both Exhibits are incorporated herein by
reference.
ITEM 6 TO ITEM 8: None.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, each
registrant has duly caused this Current Report to be signed on its behalf by the
undersigned hereunto duly authorized.
TRUMP HOTELS & CASINO RESORTS
HOLDINGS, L.P.
By: Trump Hotels & Casino Resorts, Inc.
its general partner
February 1, 1996 /s/ Nicholas L. Ribis
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By: Nicholas L. Ribis
Title: President and Chief Executive Officer
TRUMP HOTELS & CASINO RESORTS
FUNDING, INC.
February 1, 1996 /s/ Nicholas L. Ribis
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By: Nicholas L. Ribis
Title: President and Chief Executive Officer
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EXHIBIT INDEX
Sequentially
Exhibit No. Description Numbered Page
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2.1.1 Amendment to Agreement and Plan of
Merger by and among Trump
Hotels & Casino Resorts, Inc.,
Taj Mahal Holding Corp. and
THCR Merger Corp., dated
January 31, 1996
99.1 News Release of Trump
Hotels & Casino Resorts, Inc.
and Taj Mahal Holding Corp.,
dated February 1, 1996
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EXHIBIT 2.1.1
AMENDMENT TO AGREEMENT AND PLAN OF MERGER
AMENDMENT TO AGREEMENT AND PLAN OF MERGER, dated as of January 31, 1996 (the
"Amendment"), by and among TRUMP HOTELS & CASINO RESORTS, INC., a Delaware
corporation ("THCR"), TAJ MAHAL HOLDING CORP., a Delaware corporation ("Taj
Holding"), and THCR MERGER CORP., a Delaware corporation and a wholly owned
subsidiary of THCR ("Merger Sub"). Capitalized terms not otherwise defined
herein shall have the same meanings as ascribed to them in the Agreement and
Plan of Merger, dated as of January 8, 1996, by and among the parties hereto.
WHEREAS, THCR, Taj Holding and Merger Sub wish to amend the Merger
Agreement;
WHEREAS, the THCR Special Committee and the Board of Directors of THCR have
approved the Merger Transaction, the Merger Agreement and this Amendment;
WHEREAS, the Taj Holding Class B Directors and the Board of Directors of Taj
Holding have approved the Merger, the Merger Agreement and this Amendment; and
WHEREAS, the Board of Directors of Merger Sub has approved this Amendment
and THCR, as the sole stockholder of Merger Sub, has approved and adopted this
Amendment.
NOW THEREFORE, in consideration of the foregoing and the mutual
representations, warranties, covenants and agreements contained herein and in
the Merger Agreement, the parties hereto agree to amend the Merger Agreement,
in accordance with Section 11.03 thereof, as follows:
1. The first recital in the Merger Agreement immediately following the
preamble is hereby deleted in its entirety and amended to read as follows:
WHEREAS, Taj Holding and certain of its affiliates and THCR and certain
of its affiliates desire to effect the Merger Transaction, which includes
(a) the merger of Merger Sub with and into Taj Holding upon the terms and
subject to the conditions set forth herein (the "Merger"); (b) consummation
of the offering by THCR (the "THCR Offering") of up to $140 million (which
amount may be increased at THCR's discretion) of Common Stock of THCR, par
value $.01 per share ("THCR Common Stock"), and the offering by THCR
Atlantic City Holdings ("AC Holdings") and its wholly owned finance
subsidiary, THCR Atlantic City Funding, Inc. (the "Mortgage Note
Offering"), of up to $1.2 billion aggregate principal amount of mortgage
notes (the "Mortgage Notes"), the aggregate proceeds of which will be used,
together with available cash, to (i) pay cash, pursuant to this Merger
Agreement, to those holders of Class A Common Stock of Taj Holding, par
value $.01 per share (the "Taj Holding Class A Common Stock"), electing to
receive cash in the Merger, (ii) redeem (the "Bond Redemption") Trump Taj
Mahal Funding, Inc.'s outstanding 11.35% Mortgage Bonds, Series A due 1999
(the "Bonds"), (iii) redeem the outstanding shares of Class B Common Stock
of Taj Holding, par value $.01 per share (the "Taj Holding Class B Common
Stock"), as required in connection with the Bond Redemption, (iv) retire,
by purchasing and/or defeasing, the outstanding 10 7/8% Mortgage Notes due
2001 of Trump Plaza Funding, Inc. (the "Plaza Note Purchase," and, together
with the Mortgage Note Offering and the Bond Redemption, the "Debt
Refinancing"), (v) satisfy the indebtedness of Trump Taj Mahal Associates
("Taj Associates") under its loan agreement with National Westminster Bank
USA, (vi) purchase certain real property (collectively, the "Specified
Parcels") used in the operation of the Trump Taj Mahal Casino Resort (the
"Taj Mahal") that is currently leased from Trump Taj Mahal Realty Corp.
("Realty Corp."), a corporation wholly owned by Donald J. Trump ("Trump"),
(vii) purchase certain real property used in the operation of Trump Plaza
Casino Hotel and Casino that is currently leased from an unaffiliated third
party, (viii) make a payment to Bankers Trust Company ("Bankers Trust") to
obtain releases of the Liens (defined below) that Bankers Trust has with
respect to certain equity interests of Taj Associates and related
guarantees and (ix) pay related fees and expenses; (c) the contribution by
Trump to AC Holdings (on behalf, and at the direction, of Trump Hotels &
Casino Resorts Holdings, L.P., a subsidiary of THCR ("THCR Holdings")), of
all of his direct and indirect ownership interests in Taj Associates; and
(d) the contribution by THCR to AC Holdings (on behalf, and at the
direction, of THCR Holdings) of all its indirect ownership interests in Taj
Associates acquired in the Merger;
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2. The words "THCR Holdings and Taj Holdings LLC" in part (a) of the second
recital in the Merger Agreement are hereby deleted in their entirety and
replaced with the following term: "AC Holdings."
3. Section 1.01 of the Merger Agreement is hereby amended to add the
following defined terms to the terms contained therein:
"AC Holdings" shall have the meaning set forth in the Recitals.
"Consent Solicitation" shall mean the consents and waivers to be
solicited from the holders of the Senior Notes to modify, in connection
with the Merger Transaction, certain provisions of the indenture pursuant
to which the Senior Notes were issued.
"Debt Refinancing" shall have the meaning set forth in the Recitals.
"Mortgage Note Offering" shall have the meaning set forth in the
Recitals.
"Mortgage Notes" shall have the meaning set forth in the Recitals.
"Plaza Note Purchase" shall have the meaning set forth in the Recitals.
"Senior Notes" shall mean the $155 million aggregate principal amount of
15 1/2% Senior Notes of THCR Holdings and Trump Hotels & Casino Resorts
Funding, Inc.
"Taj Associates Guarantee" shall mean the guarantee of Taj Associates
with respect to the Mortgage Notes.
4. Section 1.01 of the Merger Agreement is hereby further amended (i) to
delete the definitions of "Taj Funding Offering" and "Taj Holdings LLC" in
their entirety and (ii) to amend the definitions of "Merger Agreement" and
"Merger Transaction" to read as follows:
"Merger Agreement" shall have the meaning set forth in the Preamble and
shall also include any amendments pursuant to Section 11.03 hereof.
"Merger Transaction" shall have the meaning set forth in the Recitals;
provided, however, that for purposes of Section 7.03(a) and Paragraphs
(iii) and (iv) of Section 9.01 hereof, the term shall not include the Debt
Refinancing.
5. The clause in the third sentence of Section 3.06(a) of the Merger
Agreement that reads "dated January 8, 1996 (the "Rothschild Fairness
Opinion")" is hereby deleted in its entirety and amended to read as follows:
"dated January 31, 1996 (the "Rothschild Fairness Opinion")."
6. The term "Taj Funding Offering" in Sections 3.06(a), 3.06(c) and 3.07 of
the Merger Agreement is hereby deleted in its entirety and replaced with the
following term: "Taj Associates Guarantee."
7. Section 3.15 of the Merger Agreement is hereby amended by (i) replacing
the term "Taj Funding Offering" in the heading with the term "Mortgage Note
Offering" and (ii) deleting clause (b) in its entirety and replacing it with
the following language:
(b) the filing of a registration statement on Form S-1 with the SEC jointly
with the issuers of the Mortgage Note Offering to the extent required in
order to register the Taj Associates Guarantee (the "Debt S-1").
8. Section 3.16 of the Merger Agreement is hereby amended by replacing (i)
the term "THCR Offering" in the heading with the words "Debt S-1 and Equity S-
1," (ii) the words "will, at the time the Equity S-1" in the first sentence
with the words "and the Debt S-1 will, at the time each registration
statement" and (iii) the word "statement" in the second sentence with the word
"statements."
9. The clause in the third sentence of Section 4.06(a) of the Merger
Agreement that reads "dated January 8, 1996 (the "DLJ Fairness Opinion")" is
hereby deleted in its entirety and amended to read as follows: "dated January
31, 1996 (the "DLJ Fairness Opinion")."
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10. The heading in Section 4.15 of the Merger Agreement is hereby deleted in
its entirety and amended to read as follows: "Section 4.15. Mortgage Note
Offering."
11. Section 9.01 of the Merger Agreement is hereby amended by (a) deleting
the word "and" in Paragraph (vii), (b) replacing the period at the end of
Paragraph (viii) with a semicolon and the word "and" and (c) inserting a new
Paragraph at the end of the Section to read as follows:
(ix) Taj Holding and THCR shall have received one or more solvency
opinions with respect to the Mortgage Note Offering and related guarantees
from a nationally recognized appraisal firm, in form and substance
reasonably satisfactory to Taj Holding and THCR.
12. Paragraph (i) of Section 9.02 of the Merger Agreement is hereby deleted
in its entirety and amended to read as follows: "(i) [intentionally omitted]."
13. Paragraph (iii) of Section 9.02 of the Merger Agreement is hereby
deleted in its entirety and amended to read as follows:
(iii) assuming consummation of the Merger Transaction, AC Holdings shall
have assumed the indemnification and other obligations of the Surviving
Corporation and TM/GP set forth in Section 7.04 hereof with the
understanding that any subsequent action on the part of AC Holdings
pursuant to Section 7.04(c) hereof shall not release AC Holdings of such
indemnification and other obligations;
14. Paragraph (ii) of Section 9.03 of the Merger Agreement is hereby deleted
in its entirety and amended to read as follows:
(ii) the THCR Offering, the Mortgage Note Offering, the Plaza Note
Purchase and the Consent Solicitation shall have been consummated on terms
acceptable to THCR;
15. Paragraph (v) of Section 9.03 of the Merger Agreement is hereby deleted
in its entirety and amended to read as follows:
(v) Trump shall have contributed, or caused to be contributed, to AC
Holdings (on behalf, and at the direction, of THCR Holdings) all of his
direct and indirect ownership interests in Taj Associates on terms
acceptable to THCR;
Except as modified herein, the Merger Agreement shall remain unmodified and
in full force and effect. This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if
the signatures thereto and hereto were upon the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed by their respective authorized officers as of the day and year first
above written.
TAJ MAHAL HOLDING CORP.
/s/ R. Bruce McKee
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By: R. Bruce McKee
Title: Assistant Treasurer and
Acting Chief Operating Officer
of Trump Taj Mahal Associates
TRUMP HOTELS & CASINO RESORTS, INC.
/s/ Nicholas L. Ribis
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By: Nicholas L. Ribis
Title: President and Chief Executive
Officer
THCR MERGER CORP.
/s/ Nicholas L. Ribis
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By: Nicholas L. Ribis
Title: President and Chief Executive
Officer
<PAGE>
EXHIBIT 99.1
NEWS RELEASE
FROM: The Marcus Group, Inc. Contact: Alan C. Marcus
500 Plaza Drive
Secaucus, NJ 07096-3309 (O): (201) 902-9000
FOR: Trump Hotels & Casino Resorts, Inc.
and
Taj Mahal Holding Corp.
For Immediate Release: February 1, 1996
NEW YORK -- Trump Hotels & Casino Resorts, Inc. (NYSE:DJT) and Taj Mahal
Holding Corp. today jointly announced the execution of an amendment to the
previously announced agreement to add the Trump Taj Mahal Casino Resort in
Atlantic City, NJ, to the publicly traded company's holdings. The amendment
provides for the issuance of new mortgage notes of the holding company that will
directly own and operate the Taj Mahal and the Trump Plaza Hotel and Casino
following the merger.
The proceeds of the mortgage note offering, together with the proceeds
of the offering of common stock of Trump Hotels & Casino Resorts, Inc. (THCR)
and available cash, will be used, among other things, to redeem Taj Fundings'
outstanding 11.35% Mortgage Bonds, Series A due 1999, as previously announced,
as well as to purchase Trump Plaza's outstanding 10 7/8% Mortgage Notes due
2001.
"The merger and the refinancings will enhance THCR's ability to fully
realize the synergies of the combined entity, as well as to more efficiently
utilize the cash flows of the Taj Mahal and Trump Plaza on a combined basis to
fund future projects," said Nicholas L. Ribis, THCR president and chief
executive officer. "Our objective of creating one of the largest
casino/entertainment companies in the United States that is both financially and
operationally streamlined, as well as highly competitive, will be furthered as a
result of these transactions."
The merger is conditioned upon, among other things, the consummation of
the debt and stock offerings, the receipt of shareholder and bondholder
approval, the price of THCR Common Stock not being less than $20 per share at
the time of the merger, and the receipt of necessary regulatory and third party
consents and approvals.
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