SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3
Rule 13e-3 Transaction Statement
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
(Amendment No. 4)
THCR HOLDING CORP. (formerly known as Taj Mahal Holding Corp.)
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(Name of the Issuer)
TRUMP HOTELS & CASINO RESORTS, INC.
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TRUMP HOTELS & CASINO RESORTS HOLDINGS, L.P.
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DONALD J. TRUMP
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THCR/LP CORPORATION (formerly known as TM/GP Corporation)
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TRUMP ATLANTIC CITY ASSOCIATES
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THCR HOLDING CORP.
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(Name of Persons Filing Statement)
Class A Common Stock,
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$0.01 par value
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(Title of Class of Securities)
874049208
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(CUSIP Number of Class of Securities)
NICHOLAS L. RIBIS
c/o Trump Hotels & Casino Resorts, Inc.
Mississippi Avenue and The Boardwalk
Atlantic City, NJ 08401
(609) 441-6060
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(Name, Address and Telephone Number of Person(s) Authorized to Receive Notices
and Communications on Behalf of Person(s) Filing Statement)
COPY TO:
DANIEL D. RUBINO, ESQ.
WILLKIE FARR & GALLAGHER
ONE CITICORP CENTER
153 EAST 53RD STREET
NEW YORK, NY 10022
(212) 821-8000
This statement is filed in connection with
(check the appropriate box):
a. [_] The filing of solicitation materials or an information statement
subject to Regulation 14A [17 CFR 240.14a-1 to 240.14b-1], Regulation
14C [17 CFR 240.14c-1 to 240.14c-101] or Rule 13e-3(c) [(S)
240.13e(c)] under the Securities Exchange Act of 1934.
b. [X] The filing of a registration statement under the Securities Act of
1933.
c. [_] A tender offer.
d. [_] None of the above.
Check the following box if the soliciting materials or
information statement referred to in checking box (a) are
preliminary copies: [_].
Calculation of Filing Fee
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Transaction Valuation: *$40,500,000
Amount of Filing Fee: $ 8,100
* For purposes of calculating filing fee only. This amount assumes the purchase
of 1,350,000 shares of Taj Mahal Holding Corp. (now known as THCR Holding
Corp.) Class A Common Stock, par value $ .01 per share, at $30 per share. The
amount of the filing fee calculated in accordance with Rule 0-11 promulgated
under the Securities Exchange Act of 1934, as amended, equals 1/50 of one
percent of the value of shares to be purchased.
[X] Check box if any part of the fee is offset as provided by Rule 0-
11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $15,188
Form or Registration No.: 333-00153
Filing Party: Trump Hotels & Casino Resorts, Inc.
Date Filed: January 11, 1996
INTRODUCTION
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This Amendment No. 4 to the Rule 13e-3 Transaction Statement (the
"Statement") is being filed by Trump Hotels & Casino Resorts, Inc., a Delaware
corporation ("THCR"), Trump Hotels & Casino Resorts Holdings, L.P., a Delaware
limited partnership ("THCR Holdings"), Donald J. Trump, individually ("Trump"),
THCR/LP Corporation, a New Jersey corporation formerly known as TM/GP
Corporation ("TM/GP"), Trump Atlantic City Associates, a New Jersey general
partnership formerly known as Trump Plaza Holding Associates ("Trump AC") and
THCR Holding Corp., a Delaware corporation formerly known as Taj Mahal Holding
Corp. ("Taj Holding"), and supplements and amends Amendment No. 3 to the Rule
13E-3 Transaction Statement, filed by such parties with the Securities and
Exchange Commission (the "Commission") on March 8, 1996, in connection with the
merger (the "Merger") of THCR Merger Corp., a Delaware corporation ("Merger
Sub") with and into Taj Holding, pursuant to the Agreement and Plan of Merger,
dated as of January 8, 1996, as amended on January 31, 1996 (the "Merger
Agreement"), among THCR, Taj Holding and Merger Sub. THCR, THCR Holdings, Trump,
TM/GP and Trump AC are each affiliates of Taj Holding and its affiliated
entities.
In accordance with Rule 13e-3(d)(3) of the Securities Exchange Act of
1934, this Statement reports the consummation of the Merger, which occurred on
April 17, 1996. On April 17, 1996, pursuant to the Merger Agreement, Merger Sub
was merged with and into Taj Holding. Immediately prior to the Merger, all of
the shares of the Class B Common Stock, par value $.01 per share, of Taj Holding
("Taj Holding Class B Common Stock") were redeemed. Upon the effectiveness of
the Merger, all of the shares of the Class C Common Stock, par value $.01 per
share, of Taj Holding ("Taj Holding Class C Common Stock") were canceled,
holders of 1,039,208 shares of the Class A Common Stock, par value $.01 per
share, of Taj Holding ("Taj Holding Class A Common Stock") became entitled to
receive $30.00 in cash per share of Taj Holding Class A Common Stock and holders
of 310,792 shares of Taj Holding Class A Common Stock became entitled to receive
approximately 1.04 shares of THCR Common Stock, par value $.01 per share ("THCR
Common Stock"), per share of Taj Holding Class A Common Stock.
ITEM 16. Additional Information.
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Item 16 is hereby supplemented and amended by adding the following
information thereto:
On April 11, 1996, at a Special Meeting of the Stockholders of Taj
Holding, the holders of a majority of the outstanding shares of each of the Taj
Holding Class A Common Stock, Taj Holding Class B Common Stock and Taj Holding
Class C Common Stock, each voting as a separate class, voted in favor of
approving and adopting the Merger Agreement. On April 11, 1996, at a Special
Meeting of the Stockholders of THCR, (i) the holders of a majority of the
outstanding shares of THCR Common Stock (excluding directors and executive
officers of THCR and their affiliates) voting as a separate class (representing
the approval of a majority of THCR's unafilliated stockholders) and (ii) the
holders of shares representing a majority of the outstanding voting power of
THCR Common Stock and THCR Class B Common Stock, par value $.01 per share,
voting together as a single class, voted in favor of approving the Merger and
certain other related transactions.
The Merger was consummated on April 17, 1996. Immediately prior to the
consummation of the Merger, all of the shares of the Taj Holding Class B Common
Stock were redeemed. Upon the effectiveness of the Merger, all of the shares of
the Taj Holding Class C Common Stock were canceled, holders of 1,039,208 shares
of Taj Holding Class A Common Stock became entitled to receive $30.00 in cash
per share of Taj Holding Class A Common Stock and holders of 310,792 shares of
Taj Holding Class A Common Stock became entitled to receive approximately 1.04
shares of THCR Common Stock per share of Taj Holding Class A Common Stock.
In addition, upon effectiveness of the Merger, among other things, (a)
Merger Sub was merged with and into Taj Holding, with Taj Holding as the
surviving corporation, (b) Taj Holding and TM/GP became wholly owned
subsidiaries of THCR, (c) TM/GP became a limited partner of THCR Holdings and
(d) Trump Taj Mahal Associates, the partnership which owns and operates the
Trump Taj Mahal Casino Resort in Atlantic City, New Jersey, became a wholly
owned subsidiary of THCR Holdings.
ITEM 17. Material to be Filed as Exhibits.
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(a) Indenture, dated as of April 17, 1996, by and among Trump
Atlantic City Associates and Trump Atlantic City Funding, Inc.,
as issuers, Trump Plaza Associates, Trump Taj Mahal Associates
and Trump Atlantic City Corporation, as guarantors, and First
Bank National Association, as Trustee, in connection with the
issuance of $1,200,000,000 aggregate principal amount of 11 1/4%
First Mortgage Notes due 2006.
(b)(1)(i) **Opinion of Rothschild, Inc., dated January 8, 1996.
(b)(1)(ii) **Opinion of Rothschild, Inc., dated January 31, 1996.
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**Previously filed.
(b)(2)(i) **Report by Rothschild, Inc. to the Board of Directors of
Taj Mahal Holding Corp., dated January 8, 1996.
(b)(2)(ii) **Report by Rothschild, Inc. to the Board of Directors of
Taj Mahal Holding Corp., dated January 26, 1996.
(b)(3)(i) **Opinion of Donaldson, Lufkin & Jenrette Securities Corporation,
dated January 8, 1996.
(b)(3)(ii) **Opinion of Donaldson, Lufkin & Jenrette Securities Corporation,
dated January 31, 1996.
(b)(4)(i) **Report by Donaldson, Lufkin & Jenrette Securities Corporation
to the Special Committee of the Board of Directors of Trump
Hotels & Casino Resorts, Inc., dated January 4, 1996.
(b)(4)(ii) **Report by Donaldson, Lufkin & Jenrette Securities Corporation
to the Special Committee of the Board of Directors of Trump
Hotels & Casino Resorts, Inc., dated January 31, 1996.
(b)(5) **Appraisal of the Trump Taj Mahal Casino Resort, dated March 18,
1994, by Appraisal Group International.
(b)(6) **Appraisal of the Specified Parcels, dated December 21, 1995, by
Appraisal Group International.
(c)(1) **Agreement and Plan of Merger, dated as of January 8, 1996,
among Trump Hotels & Casino Resorts, Inc., Taj Mahal Holding
Corp. and THCR Merger Corp., as amended on January 31, 1996.
(c)(2) **Agreement, dated October 6, 1995, by and among Hamilton
Partners, L.P., Prudential Securities, Inc., Putnam Investment
Management, Inc., Grace Brothers Ltd., SC Fundamental Value Fund,
L.P. and SC Fundamental Value BVI Ltd. and Trump Taj Mahal
Associates, Trump Taj Mahal Funding, Inc. and Trump Taj Mahal
Holding Corp.
(c)(3) **Letter of Donald J. Trump to Taj Mahal Holding Corp., dated
January 8, 1996.
(d)(i) **Joint Proxy Statement - Prospectus of Trump Hotels & Casino
Resorts, Inc. and Taj Mahal Holding Corp., Subject to Completion,
dated January 11, 1996 (included in the Registration Statement on
Form S-4, filed by Trump Hotels & Casino Resorts, Inc. with the
Securities and Exchange Commission on January 11, 1996).
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**Previously filed.
(d)(ii) **Joint Proxy Statement - Prospectus of Trump Hotels & Casino
Resorts, Inc. and Taj Mahal Holding Corp., Subject to Completion,
dated February 1, 1996 (included in the Registration Statement on
Form S-4, filed by Trump Hotels & Casino Resorts, Inc. with the
Securities and Exchange Commission on February 1, 1996).
(d)(iii) **Joint Proxy Statement - Prospectus of Trump Hotels & Casino
Resorts, Inc. and Taj Mahal Holding Corp., Subject to Completion,
dated February 27, 1996 (included in the Registration Statement
on Form S-4, filed by Trump Hotels & Casino Resorts, Inc. with
the Securities and Exchange Commission on February 27, 1996).
(d) (iv) **Joint Proxy Statement-Prospectus of Trump Hotels & Casino
Resorts, Inc. and Taj Mahal Holding Corp., Subject to Completion,
dated March 8, 1996 (included in the Registration Statement on
Form S-4, filed by Trump Hotels & Casino Resorts, Inc. with the
Securities and Exchange Commission on March 8, 1996).
(e) **Section 262 of the Delaware General Corporation Law.
(f) Not Applicable.
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** Previously filed.
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
Dated: April 25, 1996
TRUMP HOTELS & CASINO RESORTS, INC.
By: /s/ Nicholas L. Ribis
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Name: Nicholas L. Ribis
Title: President, Chief Executive Officer and
Chief Financial Officer
TRUMP HOTELS & CASINO RESORTS HOLDINGS, L.P.
By: Trump Hotels & Casino Resorts, Inc.,
its general partner
By: /s/ Nicholas L. Ribis
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Name: Nicholas L. Ribis
Title: President, Chief Executive Officer and
Chief Financial Officer
/s/ Donald J. Trump
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Donald J. Trump, Individually
THCR/LP CORPORATION
(formerly known as TM/GP Corporation)
By: /s/ Nicholas F. Moles
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Name: Nicholas F. Moles
Title: Secretary
TRUMP ATLANTIC CITY ASSOCIATES
By: Trump Plaza Holding, Inc.
its managing general partner
By: /s/ Nicholas L. Ribis
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Name: Nicholas L. Ribis
Title: Vice President
THCR HOLDING CORP.
(formerly known as Taj Mahal Holding Corp)
By: /s/ Nicholas F. Moles
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Name: Nicholas F. Moles
Title: Secretary
EXHIBIT INDEX
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17(a) Indenture, dated as of April 17, 1996, by and among Trump Atlantic City
Associates and Trump Atlantic City Funding, Inc., as issuers, Trump
Plaza Associates, Trump Taj Mahal Associates and Trump Atlantic City
Corporation, as guarantors, and First Bank National Association, as
Trustee, in connection with the issuance of $1,200,000,000 aggregate
principal amount of 11 1/4% First Mortgage Notes due 2006.