SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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): March 31, 2002
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TRUMP ATLANTIC CITY ASSOCIATES
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(Exact Name of Registrant as Specified in Charter)
New Jersey 333-00643 22-3213714
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(State or other (Commission File (I.R.S. Employer
jurisdiction Number) Identification
of incorporation) Number)
1000 Boardwalk
Atlantic City, New Jersey 08401
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(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code: (609) 449-6515
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TRUMP ATLANTIC CITY FUNDING, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 333-00643-02 22-3418939
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(State or other (Commission File (I.R.S. Employer
jurisdiction Number) Identification
of incorporation) Number)
1000 Boardwalk
Atlantic City, New Jersey 08401
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(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code: (609) 449-6515
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TRUMP ATLANTIC CITY FUNDING II, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 333-43979-03 22-3550202
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(State or other (Commission File (I.R.S. Employer
jurisdiction Number) Identification
of incorporation) Number)
1000 Boardwalk
Atlantic City, New Jersey 08401
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(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code: (609) 449-6515
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TRUMP ATLANTIC CITY FUNDING III, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 333-43975-03 22-3550203
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(State or other (Commission File (I.R.S. Employer
jurisdiction Number) Identification
of incorporation) Number)
1000 Boardwalk
Atlantic City, New Jersey 08401
- --------------------------- -----
(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code: (609) 449-6515
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Item 5. Other Events.
As previously reported in the Registrants' Annual Report on Form 10-K for
the year ended December 31, 2001, the Registrants are seeking to refinance or
modify the terms of the Registrants' 11-1/4% Mortgage Notes due 2006, which were
approximately $1.3 billion aggregate principal amount as of December 31, 2001
(the "TAC Notes"). To that end, the Registrants have had discussions with a
committee comprised of certain holders of the TAC Notes (the "TAC Notes
Committee"). During such discussions, the Registrants suggested modifying the
TAC Notes by lowering the interest rate thereon and extending the maturity date
thereof. Modification of certain covenant restrictions was also suggested. This
type of transaction would reduce interest expense and hopefully allow the
Registrants to finance a capital improvements program, including the possible
construction of additional hotel rooms at the Registrants' Atlantic City
properties, the Trump Plaza Hotel and Casino ("Trump Plaza") and the Trump Taj
Mahal Casino Resort (the "Taj Mahal").
Discussions to date with the TAC Notes Committee have not resulted in a
transaction. If a proposal for the TAC Notes is ultimately agreed upon with the
TAC Notes Committee, it would likely require various consents and approvals,
including the consent of the holders of TAC Notes. Management believes that,
based upon its current cash flow forecasts for 2002, Registrants will have
sufficient cash flows to meet their respective debt service and operating
expense requirements throughout 2002.
Also as reported in the Registrants' Annual Report on Form 10-K for the
year ended December 31, 2001, in connection with discussions with the TAC Notes
Committee, certain members thereof were provided with confidential information
pursuant to a confidentiality agreement, dated February 13, 2002, concerning
Trump Hotels & Casino Resorts, Inc. ("THCR") and certain of its subsidiaries,
including the Registrants. The confidential information disclosed to the TAC
Notes Committee is summarized in the preceding paragraph. In addition, copies of
certain agreements were supplied to such persons, most of which have been
previously filed as exhibits to THCR's and the Registrants' periodic reports or
registration statements filed with the Securities and Exchange Commission. Such
agreements, to the extent deemed material by the Registrants, are also included
as exhibits to this Current Report on Form 8-K.
There are no assurances as to any of the following:
o That any proposal will be agreed upon with any committee or group of
bondholders;
o That any proposal that is agreed upon with any committee or group of
bondholders will be approved by other holders of public debt, or that
a proposal will be consummated as proposed;
o That any transaction that is consummated will not adversely affect the
holders of the Registrants' debt securities or THCR's Common Stock;
o That any transaction, if agreed to, will be completed by a specific
date and time, if at all; or
o That any transaction, if agreed to, will be approved by the New Jersey
Casino Control Commission or other regulatory agency having proper
jurisdiction over the Registrants.
THCR, through Trump Hotels & Casino Resorts Holdings, LP ("THCR Holdings")
and several wholly-owned subsidiaries of THCR Holdings, including the
Registrants, owns and operates a total of four casino properties, three of which
are casino hotels located in Atlantic City, New Jersey, and the fourth of which
is a riverboat casino docked in Buffington Harbor on Lake Michigan in the State
of Indiana. The three properties located in Atlantic City, New Jersey are: (i)
Trump Plaza, (ii) the Taj Mahal and (iii) the Trump Marina Hotel Casino. The
fourth gaming property owned and operated by THCR through THCR Holdings is an
approximately 280-foot luxury yacht docked in Buffington Harbor on Lake Michigan
in the State of Indiana. THCR continues to be the exclusive vehicle through
which Donald J. Trump engages in gaming activities in both emerging and
established gaming jurisdictions.
IMPORTANT FACTORS RELATING TO FORWARD-LOOKING STATEMENTS
This report includes "forward-looking statements" within the meaning of
Section 21E of the Securities Exchange Act of 1934. All statements other than
statements of historical facts included in this report regarding the prospects
of our industry or our prospects, plans, financial position or business
strategy, may constitute forward- looking statements. In addition,
forward-looking statements generally can be identified by the use of forward-
looking words such as "may," "will," "expect," "intend," "estimate,"
"anticipate," "believe," "plans," "forecasts" or "continue" or the negatives of
these terms or variations of them or similar terms. Although we believe that the
expectations reflected in these forward-looking statements are reasonable, we
cannot assure you that these expectations will prove to be correct. Important
factors that could cause actual results to differ materially from our
expectations include business, competition, regulatory and other uncertainties
and contingencies discussed in this report that are difficult or impossible to
predict and which are beyond our control. All subsequent written and oral
forward-looking statements attributable to us or persons acting on our behalf
are expressly qualified in their entirety by the cautionary statements included
in this document. These forward-looking statements speak only as of the date of
the report. We do not intend to update these statements unless the securities
laws require us to do so.
Item 7. Financial Statements and Exhibits.
(c) Exhibits:
Exhibit No. Description
99.1 Security Agreement dated as of April 17, 1996 between First
Bank National Association as collateral agent and Trump
Atlantic City Associates, Trump Atlantic City Funding, Inc.,
Trump Plaza Associates, Trump Taj Mahal Associates and Trump
Atlantic City Corporation.
99.2 Trademark Security Agreement, dated as of June 12, 1995,
between Donald J. Trump and Trump Hotels & Casino Resorts,
Inc. (with Amendment, dated April 17, 1996).
99.3 Trademark License Agreement, dated as of June 12, 1995,
between Donald J. Trump and Trump Hotels & Casino Resorts,
Inc. (with Amendment, dated April 17, 1996).
99.4 Trademark Security Agreement, dated as of April 17, 1996,
between First Bank National Association as collateral agent
and Trump Plaza Associates.
99.5 Trademark Security Agreement, dated as of April 17, 1996,
between First Bank National Association as collateral agent
and Trump Taj Mahal Associates.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, each
of the registrants has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TRUMP ATLANTIC CITY ASSOCIATES
By: Trump Atlantic City Holding, Inc.,
It's Managing General Partner
Date: April 5, 2002 By: /s/ JOHN P. BURKE
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Name: John P. Burke
Title: Vice President and Treasurer
TRUMP ATLANTIC CITY FUNDING, INC.
Date: April 5, 2002 By: /s/ JOHN P. BURKE
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Name: John P. Burke
Title: Treasurer
TRUMP ATLANTIC CITY FUNDING II, INC.
Date: April 5, 2002 By: /s/ JOHN P. BURKE
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Name: John P. Burke
Title: Treasurer
TRUMP ATLANTIC CITY FUNDING III, INC.
Date: April 5, 2002 By: /s/ JOHN P. BURKE
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Name: John P. Burke
Title: Treasurer
EXHIBIT INDEX
Exhibit No. Description Page No.
99.1 Security Agreement dated as of April 17, 1996 between
First Bank National Association as collateral agent
and Trump Atlantic City Associates, Trump Atlantic
City Funding, Inc., Trump Plaza Associates, Trump Taj
Mahal Associates and Trump Atlantic City Corporation.
99.2 Trademark Security Agreement, dated as of June 12, 1995,
between Donald J. Trump and Trump Hotels & Casino
Resorts, Inc. (with Amendment, dated April 17, 1996).
99.3 Trademark License Agreement, dated as of June 12, 1995,
between Donald J. Trump and Trump Hotels & Casino
Resorts, Inc. (with Amendment, dated April 17, 1996).
99.4 Trademark Security Agreement, dated as of April 17,
1996, between First Bank National Association as
collateral agent and Trump Plaza Associates.
99.5 Trademark Security Agreement, dated as of April 17,
1996, between First Bank National Association as
collateral agent and Trump Taj Mahal Associates.