1
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): March 30, 1995
TRUMP PLAZA FUNDING, INC.
(Exact Name of Registrant as specified in its charter)
New Jersey 2-0219 13-3339198
- ------------------------- ------------------------ ------------------------
(State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer
Incorporation or Organization) Identification Number)
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) 441-6526
TRUMP PLAZA HOLDING ASSOCIATES
(Exact Name of Registrant as specified in its charter)
New Jersey 2-0219 22-3213714
- ------------------------- ----------------------- -----------------------
(State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer
Incorporation or Organization) Identification Number)
Mississippi Avenue and The Boardwalk
Atlantic City, New Jersey 08401
- ----------------------------------- -----------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (609) 441-6526
2
TRUMP PLAZA ASSOCIATES
(Exact Name of Registrant as specified in its charter)
New Jersey 2-0219 22-3241643
- ------------------------ ----------------------- -----------------------
(State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer
Incorporation or Organization) Identification Number)
Mississippi Avenue and The Boardwalk
Atlantic City, New Jersey 08401
- ----------------------------------- -----------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (609) 441-6526
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Item 1 to Item 4: None.
Item 5: Other Events.
On March 30, 1995, Trump Hotels & Casino Resorts, Inc. (the "Company")
filed with the Securities and Exchange Commission (the "SEC") a Registration
Statement on Form S-1 in connection with the initial public offering of
10,000,000 shares of the common stock (the "Common Stock") of the Company (the
"Stock Offering"). On the same date, Trump Hotels & Casino Resorts Holdings,
L.P. ("Trump Holdings") and Trump Hotels and Casino Resorts Funding, Inc.
("Trump Funding") filed with the SEC a Registration Statement on Form S-1 in
connection with the offering of $135 million of Senior Secured Notes due 2005
of Trump Holdings and Trump Funding (the "Note Offering" and, together with
the Stock Offering, the "Offerings"). The following information with respect
to the Offerings is derived from the SEC filings relating thereto.
The Company and Trump Funding are newly organized Delaware corporations
formed in connection with the Offerings. Trump Holdings is a newly organized
Delaware limited partnership also formed in connection with the Offerings.
Upon consummation of the Offerings, the Company will own and operate the Trump
Plaza Hotel & Casino ("Trump Plaza") and will be the exclusive vehicle through
which Donald J. Trump ("Trump") will engage in new gaming activities in
emerging and established gaming jurisdictions. The Company will use a portion
of the net proceeds from the Offerings to acquire, renovate and integrate into
Trump Plaza the Trump Regency Hotel ("Trump Plaza West"), located on The
Boardwalk adjacent to the existing Atlantic City Convention Center, which is
next to Trump Plaza. Trump Plaza West is currently operated as a non-casino
hotel by an unaffiliated entity. A portion of the proceeds of the Offerings
will also be used to finance the initial phase of a new gaming site in Gary,
Indiana.
At or prior to consummation of the Offerings, Trump will cause all of his
beneficial interest in Trump Plaza Associates ("Plaza Associates") (consisting
of all of the outstanding capital stock of Trump Plaza Funding, Inc. ("Plaza
Funding"), a 99% equity interest in Trump Plaza Holding Associates ("Plaza
Holding") and all of the outstanding capital stock of Trump Plaza Holding,
Inc., which owns the remaining 1% equity interest in Plaza Holding) to be
contributed to Trump Holdings. Trump will also cause his option to acquire
Trump Plaza West and all of his existing interests and rights to new gaming
activities in both emerging and established gaming jurisdictions, including
the one in Gary, Indiana, to be contributed to Trump Holdings or other
subsidiaries of the Company at or prior to consummation of the Offerings.
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The net proceeds of the Stock Offering will be contributed by the Company
to Trump Holdings in exchange for a general partnership interest in Trump
Holdings. In exchange for Trump's contributions to Trump Holdings as
described above, Trump will receive a limited partnership interest in Trump
Holdings. Upon consummation of the Offerings, the Company will be the sole
general partner of Trump Holdings and Trump will be the sole limited partner
of Trump Holdings.
Trump's limited partnership interest in Trump Holdings will be
convertible into a certain amount of shares of Common Stock. Trump will also
receive, upon consummation of the Offerings, the Company's Class B Stock (the
"Class B Stock") which will have voting power equivalent to the voting power
of the Common Stock into which Trump's limited partnership interest is
convertible, but will not be entitled to dividends or distributions with
respect to the capital stock of the Company. Upon conversion of all or any
portion of the Trump Holdings limited partnership interest into shares of
Common Stock, the corresponding number of shares of Class B Stock (equal in
voting power to the number of shares of Common Stock issued in such exchange)
will be extinguished.
The consummation of each of the Offerings is conditioned upon, among
other things, the consummation of the other and on the receipt of certain
regulatory approvals, and assumes the retirement, through repurchases and
redemptions, of the 12 1/2% Pay in Kind Notes due 2003 of Plaza Holding (the
"PIK Notes") and all outstanding warrants to purchase PIK Notes. Upon
consummation of the Offerings, Trump Holdings will beneficially own 100% of
the equity in Plaza Associates, all of which will be pledged to secure the
Senior Secured Notes of Trump Holdings and Trump Funding equally and ratably
with the outstanding 10 7/8% Mortgage Notes due 2001 of Plaza Funding to the
extent required by, and in accordance with, the terms thereof.
A copy of the Company's press release relating to the Offerings, dated
March 30, 1995, is filed as an Exhibit to this Current Report on Form 8-K.
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 PLAZA FUNDING, INC.
April 6, 1995 /s/ Donald J. Trump
By: Donald J. Trump
Title: President and Treasurer
TRUMP PLAZA HOLDING ASSOCIATES
By: Trump Plaza Holding, Inc.
its Managing General Partner
April 6, 1995 /s/ Donald J. Trump
By: Donald J. Trump
Title: President
TRUMP PLAZA ASSOCIATES
By: Trump Plaza Funding, Inc.
its Managing General Partner
April 6, 1995 /s/ Donald J. Trump
By: Donald J. Trump
Title: President and Treasurer
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EXHIBIT INDEX
Sequentially
Exhibit No. Description Numbered Page
99.1 Press release of the Company, 7
dated March 30, 1995.