-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IZ1sfmuH5mn6D8sZtt1N0hojdRESds8K8qh8WfDoCFrQQVosHpPEmYNyuoc8rMv9 mQPVqkpCo6X9i9IK7SW+kg== 0000940180-97-000277.txt : 19970327 0000940180-97-000277.hdr.sgml : 19970327 ACCESSION NUMBER: 0000940180-97-000277 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970326 SROS: NYSE GROUP MEMBERS: DONALD J. TRUMP GROUP MEMBERS: TRUMP CASINOS II, INC. GROUP MEMBERS: TRUMP CASINOS, INC. GROUP MEMBERS: TRUMP DONALD J SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TRUMP HOTELS & CASINO RESORTS INC CENTRAL INDEX KEY: 0000943320 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 133818402 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-44483 FILM NUMBER: 97563027 BUSINESS ADDRESS: STREET 1: 2500 BOARDWALK CITY: ATLANTIC CITY STATE: NJ ZIP: 08401 BUSINESS PHONE: 6094416060 MAIL ADDRESS: STREET 1: 2500 BOARDWALK CITY: ATLANTIC CITY STATE: NJ ZIP: 08401 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TRUMP DONALD J CENTRAL INDEX KEY: 0000947033 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 725 FIFTH AVENUE STREET 2: 24TH FL CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2128322000 MAIL ADDRESS: STREET 1: 725 FIFTH AVENUE STREET 2: 24TH FL CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D 1 SCHEDULE 13D Page 1 of 7 Pages UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 3)* TRUMP HOTELS & CASINO RESORTS, INC. - -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK - -------------------------------------------------------------------------------- (Title of Class of Securities) 898168109 - -------------------------------------------------------------------------------- (CUSIP Number) Daniel D. Rubino, Esq. Willkie Farr & Gallagher One Citicorp Center 153 East 53rd Street New York, New York 10022-4669 (212) 821-8000 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 17, 1997 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box. [ ] Check the following box if a fee is being paid with the statement [ ] (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-l(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 13D Page 2 of 7 Pages 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON DONALD J. TRUMP 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT [ ] TO ITEMS 2(d) OR 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 12,100,706 8 SHARED VOTING POWER 3,618,542 9 SOLE DISPOSITIVE POWER 12,100,706 10 SHARED DISPOSITIVE POWER 3,618,542 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,719,248 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 40.7% 14 TYPE OF REPORTING PERSON* IN *SEE INSTRUCTION BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. CUSIP No. 13D Page 3 of 7 Pages 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON TRUMP CASINOS, INC. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT [ ] TO ITEMS 2(d) OR 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION NEW JERSEY NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER O 8 SHARED VOTING POWER 1,407,017 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 1,407,017 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,407,017 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.8% 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTION BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. CUSIP No. 13D Page 4 of 7 Pages 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON TRUMP CASINOS II, INC. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT [ ] TO ITEMS 2(d) OR 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 2,211,250 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 2,211,250 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,211,250 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.8% 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTION BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. Page 5 of 7 Pages This Amendment No. 3 amends Amendment No. 2 filed by Mr. Donald J. Trump, Trump Casinos, Inc. and Trump Casinos II, Inc. on October 15, 1996 ("Amendment No. 2"), and is being filed pursuant to Rule 13d-2(a) under the Securities Exchange Act of 1934, as amended. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in Amendment No. 2. ___________________ 1. Item 5 is hereby amended by deleting the second full paragraph of Item 5 and replacing it with the following paragraph: The Reporting Persons have been advised by the Company that the total number of shares of Common Stock outstanding as of March 20, 1997 is 22,890,090 shares (the "Outstanding Shares"). 2. Item 5 is further amended by deleting the seventh and eighth columns of the table set forth immediately after the second full paragraph of Item 5 and replacing it with the following columns: Adjusted Number of Shares Percent of Shares Outstanding Beneficially Owned - ------------------------- ------------------ 38,608,813/3/ 40.7% 24,297,107/6/ 5.8% 25,101,340/7/ 8.8% Page 6 of 7 Pages 3. Item 6 is hereby amended by adding the following paragraph immediately after the eleventh full paragraph of Item 6: On March 17, 1997, Mr. Trump and DLJ amended the DLJ Pledge Agreement and Mr. Trump pledged to DLJ an additional (i) 5.25502% limited partnership interest in the Partnership (the "Trump/DLJ Additional Limited Partnership Interest") and (ii) 30 shares of Mr. Trump's Class B Stock, representing a voting power in the Company equal to the number of shares of Common Stock issuable upon the exchange of the Trump/DLJ Additional Limited Partnership Interest. 4. Item 7 is hereby amended by adding the following new Exhibit: Exhibit VI.IV: Amendment to Pledge and Security Agreement among ------------- Donald J. Trump, Trump Casinos, Inc. and Donaldson Lufkin & Jenrette, Inc., dated March 17, 1997. Page 7 of 7 Pages After reasonable inquiry and to the best knowledge and belief of the undersigned, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: March 25, 1997 /s/Donald J. Trump ---------------------- Donald J. Trump TRUMP CASINOS, INC. By: /s/ Donald J. Trump ------------------- Name: Donald J. Trump Title: Sole Director, President and Treasurer TRUMP CASINOS II, INC. By: /s/ Donald J. Trump ------------------- Name: Donald J. Trump Title: Sole Director, President and Treasurer EX-6.4 2 AMEND. TO PLEDGE AND SECURITY EXHIBIT VI.IV ------------- AMENDMENT TO PLEDGE AND SECURITY AGREEMENT ------------------------------------------ AMENDMENT dated as of March 17, 1997 (this "Amendment") to Pledge and Security Agreement, dated as of April 17, 1996 (the "Pledge Agreement") made by DONALD J. TRUMP, an individual residing in the State of New York ("Borrower") and TRUMP CASINOS, INC., a New Jersey corporation (together with the Borrower, referred to collectively herein as the "Pledgor") in favor of DONALDSON, LUFKIN & JENRETTE, INC. (the "Secured Party"). Capitalized terms used herein but not defined shall have the meanings ascribed thereto in the Pledge Agreement. W I T N E S S E T H: ------------------- WHEREAS, the Borrower has entered into the Loan Agreement with the Secured Party; WHEREAS, it was a condition precedent to the effectiveness of the Loan Agreement that the Pledgor shall have entered into the Pledge Agreement providing for a pledge by the Pledgor to the Secured Party of, among other collateral, the Pledged Shares; WHEREAS, the Secured Party has determined and notified the Borrower, in accordance with Section 5.1(e) of the Loan Agreement, that the principal and accrued interest outstanding under the Loan exceeds one-third (33.334%) of the market value of the Pledged Shares (the "Collateral Shortfall"); and WHEREAS, in order to remedy the Collateral Shortfall, the Borrower has agreed to make two mandatory prepayments under the Loan Agreement as well as pledge to the Secured Party, certain additional collateral, as hereinafter provided. NOW, THEREFORE, in consideration of the foregoing, the undersigned hereby agree as follows: Section 1. Amendment to Pledge Agreement. The shares of capital stock ----------------------------- and certificated partnership interests set forth on Annex A hereto (the ------- "Additional Shares") shall supplement and hereby be deemed to be added to Schedules I and II to the Pledge Agreement and shall constitute "Pledged Shares" for all purposes of the Loan Agreement, the Pledge Agreement and all related documentation in which such term appears. Section 2. Confirmation of Grant. The Borrower confirms that as --------------------- security for the full and prompt payment when due of the Obligations, it is hereby assigning, pledging and granting a security interest to the Secured Party in the following (the "Additional Collateral"): (i) all of the Additional Shares; (ii) the certificates representing the shares referred to in clause (i) above; and (iii) all dividends, distributions, cash, instruments and other property or proceeds, from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the foregoing, including, without limitation, any shares of the Company received on conversion of partnership interests in the Partnership. Section 3. Representations and Warranties. The representations and ------------------------------ warranties set forth in the Pledge Agreement are true and correct in all respects both before and after giving affect to this Amendment. Section 4. Delivery of Additional Collateral and Related Documentation. ----------------------------------------------------------- All certificates or instruments representing or evidencing the Additional Collateral shall be delivered to and held by or on behalf of the Secured Party and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Secured Party. Such instruments shall also be accompanied by such financing statement amendments as the Secured Party may request to create, preserve, perfect or validate the pledge and security interest granted pursuant hereto, each duly executed by the Borrower and delivered to the Secured Party for filing and/or recording. Section 5. Effectiveness. This Amendment shall become effective ------------- following the execution and delivery of this Amendment and of all certificates or instruments contemplated by Section 4 above. Section 6. Expenses. The Borrower agrees to pay all costs and expenses -------- in connection with the preparation, execution, delivery, administration, and enforcement of this Amendment and the perfection and continuation of the security interest in the Additional Collateral, including but not limited to the reasonable fees and out-of-pocket expenses of the Secured Party's counsel. Section 7. Governing Law. This Amendment shall be governed by, and be ------------- construed and interpreted in accordance with, the laws of the State of New York, without regard to conflicts of laws principles thereof. Section 8. Severability. The provisions of this Amendment are ------------ severable. If any clause or provision hereof shall be held invalid or unenforceable in whole or in part in any jurisdiction, then such invalidity or unenforceability shall affect only such clause or provision or part thereof in such jurisdiction and shall not in any manner affect such clause or provision in any other jurisdiction or any other clause or provision in this Amendment in any jurisdiction. Section 9. Counterparts. This Amendment may be executed in ------------ counterparts, each of which shall be deemed to be an original and all of which shall constitute one document. Section 10. Section Titles. The Section titles contained in this -------------- Amendment are and shall be without substantive meaning or content of any kind whatsoever and are not part of this Amendment. IN WITNESS WHEREOF, the undersigned have duly executed and delivered this Amendment on the date first above written. /s/ Donald J. Trump ------------------- Donald J. Trump TRUMP CASINOS, INC. By:/s/ Donald J. Trump ------------------- Name: Donald J. Trump Title: President Accepted and Acknowledged: DONALDSON, LUFKIN & JENRETTE, INC., as Secured Party By:/s/ ---------------------------- Name: Title: Annex A
Certificate Number of Shares Pledgor Issuer Class of Stock or Interest No(s). Par Value or Interest - ------- ------ -------------------------- ----------- --------- ---------------- Donald J. Trump Trump Hotels & Casinos Class B Common Stock 4A $0.01 30 Resorts, Inc. Donald J. Trump Trump Hotels & Casino Limited Partnership Interests 4B N/A 5.25502% Interest Resorts Holdings, L.P.
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