================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the Fiscal Year Ended December 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ______ to _____
Commission File No.: 333-643
TRUMP ATLANTIC CITY ASSOCIATES
------------------------------
(Exact Name of Registrant as Specified in its Charter)
New Jersey 22-3213714
---------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
Huron Avenue and Brigantine Boulevard
Atlantic City, New Jersey 08401
------------------------- -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (609) 441-8406
--------------
TRUMP ATLANTIC CITY FUNDING, INC.
---------------------------------
(Exact Name of Registrant as Specified in its Charter)
Delaware 22-3418939
-------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
Huron Avenue and Brigantine Boulevard
Atlantic City, New Jersey 08401
------------------------- -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (609) 441-8406
--------------
TRUMP ATLANTIC CITY FUNDING II, INC.
------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Delaware 22-3550202
-------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
Huron Avenue and Brigantine Boulevard
Atlantic City, New Jersey 08401
------------------------- -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (609) 441-8406
--------------
TRUMP ATLANTIC CITY FUNDING III, INC.
-------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Delaware 22-3550203
-------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
Huron Avenue and Brigantine Boulevard
Atlantic City, New Jersey 08401
------------------------- -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (609) 441-8406
--------------
Securities registered pursuant to Section 12(b) of the Act: None
----
Securities registered pursuant to Section 12(g) of the Act: None
----
Indicate by check mark whether the Registrants (1) have filed all Reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrants were required to file such reports), and (2) have been subject to
such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the Registrants' knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
The aggregate market value of the voting stock of Trump Atlantic City
Funding, Inc. held by non-affiliates as of March 30, 2001 was $0.
---
The aggregate market value of the voting stock of Trump Atlantic City
Funding II, Inc. held by non-affiliates as of March 30, 2001 was $0.
---
The aggregate market value of the voting stock of Trump Atlantic City
Funding III, Inc. held by non-affiliates as of March 30, 2001 was $0.
---
As of March 30, 2001, there were 100 shares of Trump Atlantic City Funding,
Inc.'s Common Stock outstanding.
As of March 30, 2001, there were 100 shares of Trump Atlantic City Funding
II, Inc.'s Common Stock outstanding.
As of March 30, 2001, there were 100 shares of Trump Atlantic City Funding
III, Inc.'s Common Stock outstanding.
Documents Incorporated by Reference--None.
================================================================================
FORM 10K
TABLE OF CONTENTS
PART I ........................................................................ 1
ITEM 1. BUSINESS ....................................................... 1
General ........................................................ 1
Trump Plaza .................................................... 2
Taj Mahal ...................................................... 5
Trademark/Licensing ............................................ 8
Certain Indebtedness ........................................... 8
The Atlantic City Market .................................... 9
Competition .................................................... 11
Seasonality .................................................... 14
Gaming and Other Laws and Regulations .......................... 14
ITEM 2. PROPERTIES ..................................................... 20
Trump Plaza .................................................... 20
Taj Mahal ...................................................... 22
ITEM 3. LEGAL PROCEEDINGS .............................................. 24
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS ............ 26
PART II ....................................................................... 26
ITEM 5. MARKET FOR REGISTRANTS' COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS ............................................ 26
ITEM 6. SELECTED FINANCIAL DATA ........................................ 26
ITEM 7. MANAGEMENT'S DISCUSSION & ANALYSIS OF
FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS ................. 28
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK ..... 34
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA .................... 35
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE ......................... 35
PART III ...................................................................... 36
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANTS ............ 36
ITEM 11. EXECUTIVE COMPENSATION ......................................... 40
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT . 44
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS ................. 44
PART IV ....................................................................... 45
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K 45
IMPORTANT FACTORS RELATING TO FORWARD-LOOKING STATEMENTS ...................... 50
SIGNATURES .................................................................... 51
Trump Atlantic City Associates ....................................... 52
Trump Atlantic City Funding, Inc. ..................................... 53
Trump Atlantic City Funding II, Inc. ................................. 54
Trump Atlantic City Funding III, Inc. ................................. 55
INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENTS SCHEDULES ............... F-1
PART I
ITEM 1. BUSINESS.
General
Trump Atlantic City Associates, a New Jersey general partnership ("Trump
AC"), was originally formed under the name of Trump Plaza Holding Associates on
February 17, 1993. Trump Atlantic City Funding, Inc., a Delaware corporation and
wholly-owned subsidiary of Trump AC ("Trump AC Funding"), was formed on January
30, 1996. Trump Atlantic City Funding II, Inc. ("Funding II") and Trump Atlantic
City Funding III, Inc. ("Funding III," and together with Trump AC, Trump AC
Funding and Funding II, the "Registrants"), each a Delaware corporation and a
wholly-owned subsidiary of Trump AC, were formed on November 18, 1997. Trump
Hotels & Casino Resorts Holdings, L.P., a Delaware limited partnership ("THCR
Holdings"), is a general partner of Trump AC, and through its wholly-owned
subsidiary, Trump Atlantic City Holding, Inc., a Delaware corporation and the
managing general partner of Trump AC ("Trump AC Holding"), beneficially owns
100.0% of Trump AC. Trump Hotels & Casino Resorts, Inc., a Delaware corporation
("THCR"), is the sole general partner of THCR Holdings. The common stock, par
value $.01 per share (the "Common Stock"), of THCR is listed on the New York
Stock Exchange under the symbol "DJT." Trump AC owns and operates the (i) Trump
Plaza Hotel and Casino ("Trump Plaza") through Trump Plaza Associates, a New
Jersey general partnership of which Trump AC owns 99.0% and Trump Atlantic City
Corporation, a Delaware corporation and wholly-owned subsidiary of Trump AC
("TACC"), owns the remaining 1.0% ("Plaza Associates"), and (ii) the Trump Taj
Mahal Casino Resort (the "Taj Mahal") through Trump Taj Mahal Associates, a New
Jersey general partnership of which Trump AC owns 99.0% and TACC owns the
remaining 1.0% ("Taj Associates").Trump Plaza and Taj Mahal (together, the
"Trump AC Properties") are located on the boardwalk in Atlantic City, New Jersey
(the "Boardwalk"). THCR is the exclusive vehicle through which Donald J. Trump
("Mr. Trump" or "Trump") engages in new gaming activities in both emerging and
established gaming jurisdictions.
The Registrants operate in only one industry segment. See "Financial
Statements and Supplementary Data." For ease of discussion, Trump Plaza and Taj
Mahal are discussed individually. Unless otherwise indicated, references to
"Trump Plaza" include Trump Plaza's main tower (the "Trump Plaza Main Tower")
and east tower (the "Trump Plaza East Tower"). Also, unless otherwise indicated,
references to "management" or "Management" include the officers and managers of
the Registrants as well as the officers and managers of the Trump AC Property
being discussed at the time.
The following table profiles Trump AC's current casino and hotel capacity
as of December 31, 2000:
Trump Plaza Trump Plaza
Main Tower East Tower Taj Mahal Total
----------- ----------- --------- -------
Gaming square footage .... 71,320 13,933 154,871 240,124
Slot machines ............ 2,215 597 4,611 7,423
Table games .............. 97 0 210 307
Hotel rooms .............. 555 349 1,250 2,154
Casino Services Agreement. Trump Casino Services, L.L.C., a New Jersey
limited liability company ("TCS"), was formed in June 1996 for the purpose of
realizing cost savings and operational synergies by consolidating certain
administrative functions of, and services to, each of (i) Plaza Associates and
(ii) Taj Associates. Trump AC owned a 99.0% interest in TCS. The remaining 1.0%
interest in TCS was owned by TACC. In June 1996, the New Jersey Casino Control
Commission (the "CCC") granted TCS an initial casino license through July 1997
which had been renewed through July 2003.
In July 1996, TCS, Plaza Associates and Taj Associates entered into a
services agreement pursuant to which TCS provided managerial, financial and
other services related to running a casino hotel to Plaza Associates, for Trump
Plaza, and Taj Associates, for Taj Mahal (the "Casino Services Agreement"). In
October 1996, the parties amended and restated the Casino Services Agreement to
include Trump's Castle Associates, L.P., a New Jersey limited partnership
("Trump Castle Associates") and owner and operator of the Trump Marina Hotel
Casino (the "Trump Marina," and together with the Trump AC Properties, the
"Trump Atlantic City Properties"), located in the marina district of Atlantic
City, New Jersey (the "Marina District"). In 1998, the parties amended and
restated the Casino Services Agreement to include Trump Indiana, Inc., a
Delaware corporation and wholly-owned subsidiary of THCR Holdings ("Trump
Indiana"), for the Indiana Riverboat, a riverboat casino located in Buffington
Harbor on Lake Michigan in the state of Indiana, located approximately 25.0
miles from downtown Chicago, Illinois (the "Indiana Riverboat").
1
Effective December 31, 2000, TCS was merged into Taj Associates, and the
obligations and administrative duties and responsibilities of TCS, including the
Casino Services Agreement, were assumed by Trump Administration, a division of
Taj Associates ("Trump Administration"). Management believes that Trump
Administration's services will continue to result in substantial cost savings
and operational synergies for the Trump Atlantic City Properties.
Trump Plaza
General. Management believes that Trump Plaza's International Star Diamond
Award from the American Academy of Hospitality Sciences reflects the high
quality amenities and services that Trump Plaza provides to its casino patrons
and hotel guests. Located in the center of the Boardwalk, featuring high quality
amenities and the public's association of Trump Plaza with Mr. Trump, management
believes that Trump Plaza remains one of the premier host properties in Atlantic
City. Also, management believes that the construction of the new Atlantic City
Convention Center, completed in May 1997, and the tourist corridor linking the
new convention center to the Boardwalk directly enhances the attractiveness of
Atlantic City as a convention and destination center, and, due to Trump Plaza's
location at the center of the Boardwalk and at the end of the main highway into
Atlantic City, indirectly augments Trump Plaza's appeal to patrons who drive to
Atlantic City (commonly referred to as "drive-in" patrons) as well as those who
take buses and other modes of transportation to Atlantic City and those who
stroll the Boardwalk ("walk-in" or "bus" patrons).
Facilities and Amenities
General. The Trump Plaza property is comprised of two buildings, the Trump
Plaza Main Tower which has 555 hotel rooms, including 73 suites, and the Trump
Plaza East Tower which has 349 hotel rooms, including 67 suites. The property
has 85,253 square feet of casino space, with 2,812 slot machines and 97 table
games. Amenities and services include 18,157 square feet of convention space, an
800-seat cabaret theater, four cocktail lounges, eight restaurants, two player
clubs, a health spa, an indoor pool, tennis courts and three retail outlets.
The Trump Plaza East Tower was fully integrated into Trump Plaza in 1996
and, together, the Trump Plaza Main Tower and the Trump Plaza East Tower are
operated as a single casino hotel facility. Management believes that the
additional hotel rooms and gaming facilities in the Trump Plaza East Tower,
which has 13,933 square feet of gaming space and 597 slot machines, better
enable Trump Plaza to accommodate the more profitable weekend drive-in patron
who tends to wager more per play and per visit than the typical walk-in or bus
patron. Trump Plaza's management team intends to continue the marketing
strategies it has historically found to be successful in targeting and
attracting lucrative high-end drive-in slot customers.
The entry level of Trump Plaza's Main Tower includes a cocktail lounge,
deli, coffee shop, pastry stop, buffet and three gift shops. The casino level
houses the casino, an exclusive slot lounge for high-end patrons and a high-end
slot area and a private gaming area themed with various elements of Asian decor
and offering an ocean view. An enclosed walkway connects the Trump Plaza Main
Tower at the casino level with the Atlantic City Convention Center. The Trump
Plaza East Tower has a casino with windows overlooking the Boardwalk.
Most of Trump Plaza's guest rooms have a view of the ocean. While rooms
are of varying size, a typical guest room consists of approximately 400 square
feet. The Trump Plaza's Main Tower also features 16 one-bedroom suites, 28
two-bedroom suites and 18 "Super Suites." The Super Suites are located on the
top two floors of the Trump Plaza Main Tower and offer luxurious accommodations
and 24-hour butler and maid service. The Super Suites and certain other suites
are located on the "Club Level" which require guests to use a special elevator
key for access, and contain a separate lounge area offering food and spirits.
Trump Plaza's Main Tower is connected by an enclosed pedestrian walkway to
a ten-story parking garage, which contains 14 bus bays and can accommodate up to
2,778 cars. The parking garage also provides patrons with safe and immediate
access to the casino, and is located directly off the Atlantic City Expressway,
the main highway into Atlantic City (the "Trump Plaza Transportation Facility").
In January 2000, Trump Plaza completed an approximately $425,000
renovation and expansion of its salon. The new 2,720 square-foot salon offers
state of the art equipment and a full range of services geared towards Trump
Plaza's high-end clientele.
In 2000, Trump Plaza opened a new table gaming area named "Shangri-La" to
attract and cater specifically to Asian gaming customers. Shangri-La features an
aggregate of 15 Asian-style games (e.g., pai gow poker, etc.) in a separate
2
gaming area themed with various elements of Asian decor. Adjacent to the
Shangri-La gaming area is a cafe named the Shangri-La Cafe which is also themed
with Asian decor and offers special amenities targeted to attract and appeal to
Asian customers, including a karaoke stage area, sushi bar and more. Renovation
was completed in January 2000, and the aggregate cost to renovate the Shangri-La
gaming area and Shangri-La Cafe was $1.5 million.
In September 1993, Time Warner Entertainment Company, L.P. ("Warner
Brothers") entered into a ten year lease (the "Time Warner Plaza Lease")
pursuant to which Warner Brothers leased approximately 17,000 square feet of
retail space with Boardwalk frontage in Trump Plaza's East Tower for the
operation of a Warner Brothers Studio Store (the "Plaza Warner Brothers Store").
Pursuant to the Time Warner Plaza Lease, Time Warner is obligated to pay to
Trump Plaza an amount equal to (i) 7.5 percent (7.5%) of gross annual sales up
to and including $15.0 million and (ii) 10 percent (10.0%) of gross sales in
excess of $15.0 million. The Time Warner Plaza Lease also grants Time Warner the
option to renew the Time Warner Plaza Lease for two additional five years terms.
Recent public reports, confirmed with Time Warner officials, indicate that
Time Warner intends to close the Warner Brothers retail chain in the third
quarter of calendar 2001, including the Plaza Warner Brothers Store, as a cost
savings measure related to Time Warner's January 2001 merger with America
Online, Inc. ("AOL"). Management currently intends to utilize this space to
expand its existing casino floor with additional slot machines.
Trump World's Fair. In 1996, Trump Plaza opened the Trump World's Fair
(the "Trump World's Fair"). However, because of operational inefficiencies,
including the lack of a parking garage, management decided to close the Trump
World's Fair in October 1999, and the facility is currently in the process of
being dismantled. The estimated cost of closing Trump World's Fair is
approximately $124.8 million, including $97.2 million for the writedown of the
net book value of the assets and $27.6 million of costs incurred and to be
incurred in connection with the closing and demolition of the building. For the
fiscal year ended December 31, 2000, an additional $814,000 was charged to
operations. Management anticipates the dismantling of the Trump World's Fair to
be completed in the summer of 2001, although the schedule is subject to change
due to weather and/or market conditions and no assurances can be given that the
Trump World's Fair will be dismantled on time or within budget.
The original Atlantic City Convention Center, which is immediately
adjacent to Trump Plaza, is undergoing a $90.0 million renovation funded by the
New Jersey Casino Reinvestment Development Authority (the "CRDA"). These
improvements are expected to be completed by the summer of 2001, and will
convert the Convention Center's East Hall into a modern, special events venue.
Management believes these improvements to the Atlantic City Convention Center
will benefit both Atlantic City and Trump Plaza.
Business and Marketing Strategy
General. A primary element of Trump Plaza's business strategy is to
attract patrons who tend to wager more frequently and in larger denominations
than the typical Atlantic City gaming customer. Trump Plaza's management team
has launched a variety of initiatives designed to increase the level of casino
gaming activity at Trump Plaza and to attract quality casino patrons who tend to
wager more frequently than the typical Atlantic City patron. These initiatives
include targeted marketing and advertising campaigns directed to select groups
of customers in the Boston-New York-Philadelphia-Washington, D.C. corridor and
the introduction of new updated gaming products.
Trump Plaza also caters to the mid to high-level segment. Trump Plaza's
concentration of special events, entertainment, suites and a variety of gourmet
restaurants define its presence and highly perceived image. Trump Plaza's suite
product, high-end slot clubs and fine dining restaurants reflect Plaza
Associates' continuing commitment to this segment of the market. While Trump
Plaza strives to accommodate the more lucrative drive-in patron, it also offers
a fun, relaxing experience which management believes is appealing to patrons. In
2000, management added a wide variety of new slot machines to both the Trump
Plaza Main Tower and the Trump Plaza East Tower. Additionally, increased focus
has been placed on providing excellent customer service to patrons while playing
the slot machines.
"Comping" Strategy. In order to compete effectively with other Atlantic
City casino hotels, Trump Plaza offers complimentary drinks, meals, room
accommodations and/or travel arrangements (commonly referred to as
"complimentaries" or "comps") to select patrons. Management strives to monitor
and update Trump Plaza's policy so as to provide complimentaries primarily to
patrons who have a demonstrated propensity to wager at Trump Plaza by
systematically reviewing patrons' prior gaming history at Trump Plaza. Each
patron's gaming history is carefully analyzed to determine whether such patron's
3
gaming activity at the Trump Plaza, less the value of any comps, is potentially
profitable to Trump Plaza. Additionally, as a result of increased regulatory
flexibility, Trump Plaza has implemented a cash comping policy to high-end
players in order to compete with similar practices in Las Vegas and to attract
international business.
Entertainment. Trump Plaza offers headline entertainment as part of its
strategy to attract high-end and other patrons. Trump Plaza offers a variety of
headline entertainment throughout the year. During the fiscal year ended
December 31, 2000, there were 17 headline entertainment acts featured at Trump
Plaza, including performances by Michael Bolton, k.d. Lang, Tom Jones, Damon
Wayans, David Brenner, Jeffrey Osborn, Bad Company's Paul Rodgers and Richard
Lewis.
Player Development. Plaza Associates currently employs gaming
representatives (commonly called "Casino Hosts" or "Player Development
Executives") to promote Trump Plaza and its amenities to existing and
prospective Trump Plaza patrons. These gaming representatives promote special
events, incentive giveaways and slot or table games tournaments by directly
contacting patrons by telephone or in person. Trump Plaza's Casino Hosts also
assist patrons on the casino floor, arrange room and dinner reservations and
provide general assistance. To increase Trump Plaza's marketing base, Casino
Hosts also solicit patrons to enroll in Trump Plaza's frequent player card
program to receive their own individual Trump card (the "Trump Card"). The Trump
Card program is described in the following paragraph.
Promotional Activities. The Trump Card program constitutes a key element
in Trump Plaza's direct marketing program. Both table and slot machine players
are encouraged to register for, and utilize, their personalized Trump Card to
earn various complimentaries and incentives based upon their level of play.
Before the commencement of play, the cardholder inserts his or her Trump Card
into a card reader attached to the slot machine or, in the case of a table game,
gives his or her Trump Card to the floor person. Cardholders can switch machines
or tables as often as they like without losing any credit. Computer systems
record data about the cardholder, including playing preferences, frequency and
denomination of play and the actual or projected amount of gaming revenues
produced or to be produced. Player Development Executives and management
personnel are then able to identify and monitor the location of the cardholder
and the frequency and denomination of such cardholder's play. They can also use
this information to provide attentive service to the cardholder while the patron
is on the casino floor.
Trump Plaza also designs promotional offers, through the deployment of
direct mailing and telemarketing strategies, to attract and retain gaming
patrons who are reasonably expected to provide revenues based upon their
historical gaming patterns. Such information is gathered on slot wagering by the
Trump Card and on table game wagering by the casino game supervisors.
Historically, promotional activities have included selective mailings of coin
vouchers, special event parties, sweepstakes and gaming tournaments. Management
continuously reviews its promotional programs to attract and retain Trump Plaza
patrons.
Credit Policy. Historically, Trump Plaza has extended credit on a
discretionary basis to certain qualified patrons. For the years ended December
31, 1998, 1999 and 2000, credit play as a percentage of total dollars wagered
was approximately 22.4%, 22.8% and 23.2%, respectively. Trump Plaza establishes
credit limits based upon the particular patron's creditworthiness, as determined
by an examination of the following criteria: (i) checking the patron's personal
checking account balance, (ii) performing a credit check on each domestic patron
and (iii) checking the patron's credit limits and indebtedness at all casinos in
the United States, as well as many island casinos. The determination of a
patron's creditworthiness is performed for continuing patrons on a yearly basis
or more frequently if Plaza Associates deems a re-determination of
creditworthiness is warranted. In addition, depositing of markers is regulated
by the state of New Jersey. Markers in increments of amounts up to and including
$1,000 are deposited in a maximum of seven days; markers in increments of $1,001
to $5,000 are deposited in a maximum of 14 days; and markers in increments of
$5,001 and over are deposited in a maximum of 45 days. Markers may be deposited
sooner at the request of patrons or at Trump Plaza's discretion.
Bus Program. Trump Plaza also has a bus program which transports an
average of 1,500 gaming patrons per day during the weekdays and an average of
2,800 gaming patrons per day on the weekends. Trump Plaza's bus program offers
incentives and discounts to certain scheduled and chartered bus customers. The
Trump Plaza Transportation Facility is connected to Trump Plaza by an enclosed
pedestrian walkway, and provides patrons with immediate and secure access to the
casino hotel from the bus and a comfortable lounge area to wait for return
buses.
4
Employees and Labor Relations
As of December 31, 2000, Plaza Associates had approximately 2,800
full-time equivalent employees, of whom approximately 1,100 were covered by
collective bargaining agreements. The collective bargaining agreement with Local
No. 54 expires on September 15, 2004. Management believes that its relationships
with its employees are satisfactory.
Certain employees of Plaza Associates must be licensed by or registered
with the CCC under the New Jersey Casino Control Act (the "Casino Control Act"),
depending on the nature of the position held. Casino employees are subject to
more stringent licensing requirements than non-casino employees, and must meet
applicable standards pertaining to such matters as financial responsibility,
good character, ability, casino training, experience and New Jersey residency.
Such regulations have resulted in significant competition for employees who meet
these requirements.
Taj Mahal
General. The Taj Mahal continues to rank first among all Atlantic City
casinos in terms of total gaming revenues for the year ended December 31, 2000,
as well as in each previous year since opening in 1990. Located on the northern
end of the Boardwalk, the Taj Mahal capitalizes on the widespread recognition
and marquee status of the "Trump" name and its association with high quality
amenities and first-class service as evidenced by its International Star Diamond
Award from the American Academy of Hospitality Sciences. Management believes
that the breadth and diversity of the Taj Mahal's casino, entertainment and
convention facilities and its status as a "must see" attraction will enable the
Taj Mahal to benefit from the potential growth of the Atlantic City market.
In November 1998, the Taj Mahal entered into a development agreement with
the CRDA for the redevelopment of the road corridors and surrounding
neighborhoods leading from Route 30, one of its major access routes, and the Taj
Mahal. The project, which cost approximately $20.8 million and used, in part,
funds deposited by the Taj Mahal with the CRDA, was substantially completed in
the summer of 2000, and management believes it has greatly enhanced the Taj
Mahal's customer's experience by making the Taj Mahal more accessible.
Management believes that the completed project has greatly improved the road's
infrastructure and lighting, provided extensive landscaping, improved the
neighborhood through the acquisition and demolition of certain deteriorated
buildings and the construction of a new housing development.
In June 2000, the Taj Mahal opened the Casbah entertainment complex which
management believes has become one of Atlantic City's most unique entertainment
venues. The Casbah entertainment complex is adjacent to the Xanadu Theater on
the Boardwalk. The complex features a Boardwalk level bar, a seasonal outdoor
dining area with live bands and a centerpiece high-energy nightclub.
Facilities and Amenities
General. The Taj Mahal consists of a 42-story hotel tower and contiguous
low-rise structure sited on approximately 30.0 acres of land. The Taj Mahal
offers 1,250 guest rooms, including 242 suites, 19 dining and 12 beverage
locations, parking for approximately 6,950 cars, a 14-bay bus terminal and
approximately 65,000 square feet of ballroom, meeting room and pre-function area
space. The Taj Mahal features approximately 154,871 square feet of gaming space,
210 table games and 4,611 slot machines, which includes an approximately 12,000
square-foot poker, keno and race simulcasting room with 66 poker tables. The
casino offers blackjack, craps, roulette, baccarat, Caribbean stud poker, big
six, Spanish 21, let it ride poker and three card poker. In addition, the Taj
Mahal offers an Asian-themed table game area which offers 15 popular Asian table
games, including sic-bo and pai gow poker, targeted to attract and retain Taj
Mahal's growing Asian clientele. As a special bonus to high-end players, the Taj
Mahal offers three clubs for the exclusive use of selected customers: (i) the
Maharajah Club, for high-end table game players, (ii) the President's Club, for
high-end slot players, and (iii) the Bengal Club, for other preferred slot
players. In addition, the Taj Mahal features a 20,000 square-foot multi-purpose
entertainment complex known as the "Xanadu Theater," with seating capacity for
up to approximately 1,200 persons which can be used as a theater, concert hall,
boxing arena or exhibition hall (the "Taj Entertainment Complex"), and the Mark
Etess Arena, which comprises an approximately 63,000 square-foot exhibition hall
and entertainment facility.
From 1994 to mid-1997, the Taj Mahal refurbished substantially all of its
hotel guest rooms and corridors, and replaced all of its existing slot machines
with new, more efficient machines with bill acceptors. Also, in May 1997, the
Taj Mahal finished construction on a 2,400 space expansion of the existing
self-parking facilities, and in July 1997, finished construction of an
5
approximately 7,000 square-foot casino expansion accommodating approximately 260
slot machines with frontage on the Boardwalk. In 1999, Taj Associates again
expanded Taj Mahal's casino floor frontage on the Boardwalk by approximately
4,600 square feet, accommodating the addition of approximately 200 slot
machines. Also, in 2000, Taj Associates expanded the Taj Mahal's casino floor by
approximately 2,500 square feet, accommodating the addition of approximately 160
slot machines in the former Princess Lounge area whose entertainment program was
moved to the bar located in Taj Mahal's hotel lobby. See "Properties; Taj Mahal;
Themed Restaurants and Retail Shopping" for further discussion of these outlets.
In October 1999, the Taj Mahal completed its expansion of the retail
shopping area along the length of its parking garage promenade walkway
immediately adjoining the Taj Mahal's main retail shopping area. The first
tenant, a Starbucks coffeeshop, operated by Host International, Inc., opened in
September 1996. Sbarro's, an Italian fast food eatery, operated by Sbarro
America Properties, Inc., opened in October 1998. Boardwalk Treats, Beka's
Pastries and a Harley Davidson retail merchandise outlet opened at various times
during 1999. A Sunglass Hut, a retail store of fashionable sunglasses operated
by Sunglass Hut International, opened in August 1998 in a separate location also
adjoining the Taj Mahal's main retail shopping area.
To increase dining opportunities for customers, the Hard Rock Cafe, the
All Star Cafe and the Stage Deli of New York were opened at the Taj Mahal in
November 1996, April 1997 and September 1997, respectively. A Warner Brothers
Studio Store opened in May 1997. In September 1999, Taj Associates assumed
operations of the All Star Cafe, which Taj Mahal continued to operate, and
eventually remodeled and incorporated into the Casbah entertainment complex,
which opened in June 2000. Management believes that the Casbah entertainment
complex has since become one of Atlantic City's most unique entertainment
venues. The Casbah entertainment complex features a centerpiece high-energy
nightclub, seasonal outdoor dining with live bands and a Boardwalk lobby bar,
all adjacent to the Xanadu Theater on the Boardwalk. See "Properties; Taj
Mahal."
Time Warner officials intend to close the Warner Brothers Studio Store
located at the Taj Mahal during the third quarter of calendar 2001. Management
currently intends to find a comparable retailer or other merchant to lease such
space. See "Properties; Taj Mahal."
Business and Marketing Strategy
Taj Mahal's management continues to capitalize on the Taj Mahal being one
of the largest facilities in Atlantic City and what management believes is Taj
Mahal's reputable status as a "must see" attraction, while maintaining the
attractiveness of the property and providing a comfortable and secure gaming
experience. For the year ended December 31, 2000, the Taj Mahal captured
approximately 55.9% of the total Atlantic City poker revenues, an increase from
55.3% for the fiscal year ended December 31, 1999. In 1997, the Taj Mahal
expanded its casino floor by approximately 8,600 square feet. The 1997 expansion
accommodated casino space with Boardwalk frontage and a second horserace
simulcasting location. In 1999, the Taj Mahal again expanded its casino floor
Boardwalk frontage by approximately 4,600 square feet, accommodating the
addition of approximately 200 additional slot machines. In 2000, the Taj Mahal
again expanded its casino floor by approximately 2,500 square feet,
accommodating the addition of approximately 160 slot machines.
The Taj Mahal currently intends to reconfigure its casino floor, subject
to approval by the CCC on an ongoing basis, to accommodate perceived changes in
patron demand. Management systematically monitors the configuration of the
casino floor and the types of games offered to patrons with a focus towards
appealing to patrons' tastes and correcting inefficiencies. For example, the Taj
Mahal's casino floor has clear, large signs for the convenience and ease of
patrons. Additionally, as new games are approved by the CCC, management
determines whether to integrate them into the casino floor. In 1999, a game
called "Spanish 21" was added, and in January 2001, "three card poker" was
added.
"Comping" Strategy. In order to compete effectively with other Atlantic
City casino hotels, the Taj Mahal offers complimentaries to select patrons.
Management strives to monitor and update the Taj Mahal's policy so as to provide
complimentaries primarily to patrons who have a demonstrated propensity to wager
at the Taj Mahal by systematically reviewing patrons' prior gaming history at
the Taj Mahal. Each patron's gaming history is carefully analyzed to determine
whether such patron's gaming activity at the Taj Mahal, less the value of any
comps, is potentially profitable to the Taj Mahal. Additionally, as a result of
increased regulatory flexibility, the Taj Mahal has implemented a cash comping
policy to high-end players in order to compete with similar practices in Las
Vegas and to attract international business.
6
Entertainment. Management believes headline entertainment, as well as other
sporting and entertainment events, is an effective means of attracting and
retaining gaming patrons. The Xanadu Theater, together with the Mark Etess Arena
(an approximately 63,000 square-foot exhibition hall facility), afford the Taj
Mahal more flexibility in the use of its larger entertainment arena for sporting
and other headline attractions. The Taj Mahal regularly engages popular
musicians and entertainment personalities, and will continue to emphasize
weekend marquee events, such as high visibility sporting events, festivals and
contemporary concerts to maintain the highest level of glamour and excitement at
the Taj Mahal. Mid-week uses for the facilities have included convention events
and casino marketing sweepstakes. In 2000, Taj Mahal was the site of many major
entertainment events, including performances by Andrea Boccelli, Britney Spears,
Luciano Pavarotti and Brooks and Dunn.
Player Development. Taj Associates employs marketing representatives as a
means of attracting high-end slot and table gaming patrons to the property and
to host special events, offer incentives and contact patrons directly in the
United States, Canada and South America. In addition, marketing campaigns
targeted to international clientele will be continued in Latin America, Mexico,
Europe, the Far East and the Middle East. Casino hosts assist patrons on the
casino floor, arrange room and dinner reservations and provide general
assistance. To increase Taj Mahal's marketing base, casino hosts also solicit
patrons to enroll in Taj Mahal's frequent player card program to receive their
own individual Taj card (the "Taj Card"). The Taj Card program is discussed
below.
The Taj Mahal also plans to continue the development of its slot and coin
programs through direct mail and targeted marketing campaigns focusing on the
high-end and mid-level player. The Taj Mahal's customer bus-in program, has been
an important component of player development, and will continue to focus on
tailoring its player base and maintaining a low-cost package.
Promotional Activities. The Taj Card program constitutes a key element in
the Taj Mahal's direct marketing program. Both table and slot machine players
are encouraged to register for, and utilize, their personalized Taj Card to earn
various complimentaries and incentives based upon their level of play. Before
the commencement of play, the cardholder inserts his or her Taj Card into a card
reader attached to the slot machine or, in the case of a table game, gives his
or her Taj Card to the floor person. Cardholders can switch machines or tables
as often as they like without losing any credit. Computer systems record data
about the cardholder, including playing preferences, frequency and denomination
of play and the amount of gaming revenues produced. Sales and management
personnel are then able to identify and monitor the location of the cardholder
and the frequency and denomination of such cardholder's play. They can also use
this information to provide attentive service to the cardholder while the patron
is on the casino floor.
The Taj Mahal also designs promotional offers, through the deployment of
direct mailing and telemarketing strategies, to attract and retain gaming
patrons who are reasonably expected to provide revenues based upon their
historical gaming patterns. Such information is gathered on slot wagering by the
Taj Card and on table game wagering by the casino game supervisors.
Historically, promotional activities have included selective mailings of
vouchers for complimentary slot machine play and special events programs,
gift-giveaways, sweepstakes and special competitions. Management continuously
reviews its promotional programs to attract and retain Taj Mahal patrons.
The Taj Mahal also routinely hosts slot machine and table game tournaments
in which cash prizes are offered to a select group of players invited to
participate in the tournament based upon their tendency to play. Special events
such as "Slot Sweepstakes" and "bingo" are designed to increase mid-week
business. Players at these tournaments also tend to play on the casino floor at
their own expense during "off-hours" of the tournament. At times, tournament
players are also offered special dining and entertainment privileges that
encourage them to remain at the Taj Mahal. Tiered gift programs tailored to
various levels of players are utilized to enhance volumes on certain days of the
month. During 2000, the Taj Mahal hosted a variety of special table game
tournaments, including baccarat, blackjack and pai gow poker, among others, as
well as hosted the U.S. Poker Championship.
Credit Policy. Historically, the Taj Mahal has extended credit on a
discretionary basis to certain qualified patrons. For the years ended December
31, 1998, 1999 and 2000, the Taj Mahal's credit play as a percentage of total
dollars wagered was approximately 26.6%, 23.7% and 22.6%, respectively. The Taj
Mahal establishes credit limits based upon the particular patron's
creditworthiness, as determined by an examination of the following criteria: (i)
checking the patron's personal checking account balance, (ii) performing a
credit check on each domestic patron and (iii) checking the patron's credit
limits and indebtedness at all casinos in the United States, as well as many
island casinos. The determination of a patron's creditworthiness is performed
for continuing patrons on a yearly basis or more frequently if Taj Associates
deems a re-determination of creditworthiness is warranted. In addition,
depositing of markers is regulated by the state of New Jersey. Markers in
increments of amounts up to and including $1,000 are deposited in a maximum of
7
seven days; markers in increments of $1,001 to $5,000 are deposited in a maximum
of 14 days; and markers in increments of $5,001 and over are deposited in a
maximum of 45 days. Markers may be deposited sooner at the request of patrons or
at the Taj Mahal's discretion.
Employees and Labor Relations
As of December 31, 2000, Taj Associates had approximately 4,500 full-time
equivalent employees for the operation of the Taj Mahal, approximately 1,875 of
whom were covered by collective bargaining agreements. The collective bargaining
agreement with Local No. 54 expires on September 15, 2004. Management believes
that its relationships with its employees are satisfactory.
Certain employees of Taj Associates must be licensed by or registered with
the CCC under the Casino Control Act, depending on the nature of the position
held. Casino employees are subject to more stringent licensing requirements than
non-casino employees, and must meet applicable standards pertaining to such
matters as financial responsibility, good character, ability, casino training,
experience and New Jersey residency. Such regulations have resulted in
significant competition for employees who meet these requirements.
Trademark/Licensing
Subject to certain restrictions, THCR has the exclusive world-wide right
to use the "Trump" name and Mr. Trump's likeness in connection with gaming and
related activities pursuant to a trademark license agreement, dated June 12,
1995, and the amendments thereto (the "Trump License Agreement"), between Mr.
Trump, as licensor, and THCR, as licensee. Pursuant to the Trump License
Agreement, THCR is permitted to use the names "Trump," "Donald Trump," "Donald
J. Trump" and variations thereof (collectively referred to as the "Trump
Names"), and related intellectual property rights (together with the Trump
Names, the "Marks") in connection with casino and gaming activities and related
services and products. The Trump License Agreement, however, does not restrict
or restrain Mr. Trump's right to use or further license the Trump Names in
connection with services and products other than casino services and related
products.
The term of the Trump License Agreement is until the later of: (i) June
2015, (ii) such time as Mr. Trump and his affiliates no longer own at least a
15.0% voting interest in THCR or (iii) such time as Mr. Trump ceases to be
employed or retained by THCR pursuant to an employment, management, consulting
or similar services agreement. Upon expiration of the Trump License Agreement,
Mr. Trump is required to grant to THCR a non-exclusive license to use the Marks
for a reasonable period of transition on terms to be mutually agreed upon
between Mr. Trump and THCR. Mr. Trump's obligations to THCR under the Trump
License Agreement are secured by a security agreement, pursuant to which Mr.
Trump has granted to THCR a first priority, security interest in the Marks for
use in connection with casino services, as well as related hotel, bar and
restaurant services.
Certain Indebtedness
TAC I Notes. In connection with THCR's acquisition of the Taj Mahal in
April 1996, Trump AC and Trump AC Funding issued, in an underwritten offering,
mortgage notes in the principal amount of $1.2 billion, bearing interest at the
rate of 11-1/4% per annum, payable in cash semiannually in arrears on May 1st
and November 1st of each year, and maturing on May 1, 2006 (the "TAC I Notes").
The obligations evidenced by the TAC I Notes are jointly and severally
guaranteed by Taj Associates, Plaza Associates and Trump AC and all future
subsidiaries of Trump AC (other than Trump AC Funding). The TAC I Notes were
issued pursuant to an indenture agreement, dated as of April 17, 1996 (the "TAC
I Note Indenture"), by and among Trump AC and Trump AC Funding, as issuers,
Plaza Associates, Taj Associates and The Trump Taj Mahal Corporation, a Delaware
corporation, as guarantors, and U.S. Bank National Association, as trustee (the
"Trustee"). The TAC I Notes include restrictive covenants prohibiting or
limiting, among other things, the sale of assets, the making of acquisitions and
other investments, certain capital expenditures, the incurrence of additional
debt and liens and the payment of dividends and distributions. Non-compliance
could result in the acceleration of such indebtedness.
Except pursuant to a Required Regulatory Redemption (as that term is
defined in the TAC I Note Indenture), the TAC I Notes may not be redeemed prior
to May 1, 2001. Thereafter, they may be redeemed, in whole or in part, at any
time upon not less than 30 but not more than 60 days notice. If redeemed at any
time during the twelve-month period commencing on May 1, 2001, the redemption
price of the TAC I Notes shall be 105.625% of the outstanding principal amount
of the TAC I Notes redeemed, plus any accrued and unpaid interest as of the
redemption date. For the twelve-month period commencing on May 1, 2002, the
8
redemption price decreases to 103.75% of the outstanding principal amount, plus
accrued and unpaid interest as of the redemption date. For the twelve-month
period commencing on May 1, 2003, the redemption price further decreases to
101.875% of the outstanding principal amount, plus accrued and unpaid interest
as of the redemption date. If any of the TAC I Notes are redeemed on or after
May 1, 2004, the redemption price shall be equal to 100.0% of the outstanding
principal amount of the TAC I Notes redeemed, plus accrued and unpaid interest
as of the redemption date.
The TAC I Notes are secured on a senior basis by substantially all of the
real and personal property owned or leased by Plaza Associates and Taj
Associates. The liens securing the TAC I Notes are subordinate to liens securing
approximately $3.0 million of senior indebtedness and are pari passu to the
liens securing the TAC II Notes and TAC III Notes (as defined in the next two
paragraphs).
TAC II Notes. In December 1997, Trump AC and Funding II issued, in an
underwritten offering, mortgage notes in an aggregate principal amount of $75.0
million, bearing interest at the rate of 11-1/4% per annum, payable in cash
semiannually in arrears on May 1st and November 1st of each year, and maturing
on May 1, 2006 (the "TAC II Notes"). The TAC II Notes were issued pursuant to an
indenture agreement, dated as of December 10, 1997 (the "TAC II Note
Indenture"), by and among Trump AC and Funding II, as issuers, TACC, TCS, Plaza
Associates and Taj Associates, as guarantors, and the Trustee. The TAC II Notes
include restrictive covenants prohibiting or limiting, among other things, the
sale of assets, the making of acquisitions and other investments, certain
capital expenditures, the incurrence of additional debt and liens and the
payment of dividends and distributions. Non-compliance could result in the
acceleration of such indebtedness.
TAC III Notes. In December 1997, Trump AC and Funding III issued, in an
underwritten offering, mortgage notes in an aggregate principal amount of $25.0
million, bearing interest at the rate of 11-1/4% per annum, payable in cash
semiannually in arrears on May 1st and November 1st of each year, and maturing
on May 1, 2006 (the "TAC III Notes"). The TAC III Notes were issued pursuant to
an indenture agreement, dated as of December 10, 1997 (the "TAC III Note
Indenture"), by and among Trump AC and Funding III, as issuers, TACC, TCS, Plaza
Associates and Taj Associates, as guarantors, and the Trustee. The TAC III Notes
include restrictive covenants prohibiting or limiting, among other things, the
sale of assets, the making of acquisitions and other investments, certain
capital expenditures, the incurrence of additional debt and liens and the
payment of dividends and distributions. Non-compliance could result in the
acceleration of such indebtedness.
The TAC II Notes and TAC III Notes are redeemable and secured on the same
basis as the TAC I Notes.
Other Indebtedness. In addition to the foregoing, Trump AC's long-term
indebtedness includes approximately $9.8 million of indebtedness, including, as
of December 31, 2000, approximately $1.2 million due under outstanding mortgage
notes described above.
The Atlantic City Market
Atlantic City is located along the New York-Philadelphia-Baltimore-
Washington, D.C. corridor, with nearly 30.0 million people living within a
three-hour driving distance of Atlantic City. Average household income within
the 50-mile radius of Atlantic City is 10.0% above the national average, and
23.0% to 32.0% in the outer 200-mile radius. Management believes that the
foregoing statistics, coupled with the many community improvements either
recently completed or currently underway in Atlantic City, bode well for
Atlantic City's potential as a destination town since gambling was legalized in
Atlantic City by voter referendum in 1976. Construction projects recently
completed or currently in progress in Atlantic City include the following: (i)
the $268.0 million new Atlantic City Convention Center, the second largest
convention center in the Northeast, completed in May 1997, (ii) the $84.0
million Grand Boulevard project completely revamping the entrance to the city
from the Atlantic City Expressway which was completed in 1998, (iii) the $330.0
million Atlantic City tunnel project currently underway and which is expected to
be completed in the summer of 2001, and will, when completed, connect the
Atlantic City Expressway to the Marina District and H-Tract (the "Tunnel
Project"), (iv) $200.0 million in new, publicly subsidized housing replacing
dilapidated housing, (v) a $14.5 million minor league baseball stadium home to
the Atlantic City Surf, an Atlantic League team, which was completed in June
1999, and (vi) the $90.0 million refurbishment of the Boardwalk Convention
Center Hall into a 12,000 to 15,000-seat special events venue, which is expected
to be completed in the summer of 2001, with the potential to attract major
entertainers and strong regional boxing matches.
9
The Atlantic City market has demonstrated continued, though modest, growth
despite the recent proliferation of new gaming venues across the country. The 12
casino hotels located in Atlantic City generated approximately $4.31 billion in
gaming revenues in 2000, an increase of approximately 3.2% over 1999 gaming
revenues of approximately $4.18 billion. From 1996 to 2000, total gaming
revenues in Atlantic City have increased approximately 12.7%, while hotel rooms
increased by 21.9% during the same period. Although total visitor volume to
Atlantic City remained relatively constant in 2000, the volume of bus customers
decreased to 9.1 million in 2000 from 9.5 million in 1999, also representing a
decline from 10.2 million in 1996. The volume of customers traveling by other
means to Atlantic City has grown from 23.5 million in 1996 to 24.3 million in
2000.
During the last five years, however, overall casino revenue growth in
Atlantic City has lagged behind that of other traditional gaming markets,
principally Las Vegas, Nevada. Management believes that this relatively slower
growth is primarily attributable to three key factors, Atlantic City's (i)
shortage of hotel rooms, (ii) more stringent regulatory environment and (iii)
infrastructure problems. First, there are currently only 12 casinos in Atlantic
City, as compared to 27 casinos located on the Las Vegas Strip. Until 1996,
there had been no significant additions to hotel capacity in Atlantic City, and
the last totally new property constructed in Atlantic City was the Taj Mahal in
1990, whereas Las Vegas has experienced a boom in recent hotel constructions,
including the Venetian, Paris and Mandalay Bay in 1999 and the Aladdin in August
2000, and the addition of rooms to existing hotels. Both markets have exhibited
a strong correlation between hotel room inventory and total casino revenues.
Second, the regulatory environment and infrastructure problems in Atlantic City
have made it more difficult and costly to operate a casino in Atlantic City as
compared to Las Vegas. Overall regulatory costs and tax levies in New Jersey
have exceeded those in Nevada since gambling was legalized in Atlantic City in
1976, and there is generally a higher level of regulatory oversight in New
Jersey than in Nevada. Third, management believes that the infrastructure
problems of Atlantic City, manifested by impaired accessibility to the casinos,
downtown Atlantic City congestion and the structural decay of the areas
immediately surrounding the casinos, have impacted the public's perception of
Atlantic City as a desirable recreational location. Management believes,
however, that the development projects recently completed or currently underway
in Atlantic City, particularly the construction of the new $268.0 million
Atlantic City Convention Center completed in May 1997 and the current Tunnel
Project, when completed, will enhance Atlantic City's public perception as a
favorable convention and destination location, although no assurances can be
given. Moreover, no assurances can be given that the Tunnel Project, when
completed, will alleviate the traffic congestion as originally proposed. See
"-Gaming and Other Laws and Regulations."
Total Atlantic City slot revenues increased 4.5% in 2000 from 1999,
continuing a trend of increases over the past eight years. From 1996 through
2000, slot revenue growth in Atlantic City has averaged 3.7% per year. Total
table game revenue increased by 0.5% in 2000 from 1999, while table game revenue
from 1996 to 2000 has increased on average approximately 0.8% per year.
Management believes the slow growth in table game revenue is primarily
attributable to two factors. First, the slot product has been significantly
improved over the last eight years. Bill and coupon acceptors, new slot
machines, video poker, themed slot machines and other improvements have been
effective in increasing the popularity in slot play to guests who tend to gamble
more for entertainment value, as compared to guests who are more interested in
playing table games. During the past couple of years, casino operators in
Atlantic City have opted to increase their number of slot machines in favor of
table games due to increased popularity of slot play to the Atlantic City patron
and to slot machines' comparatively higher profitability margin resulting from
lower labor and support costs. Since 1996, the number of slot machines in
Atlantic City has increased by 10.7%, while the number of table games has
decreased by 5.9%. Slot revenues increased from 68.6% of total casino revenues
in 1996 to 71.6% in 2000. The second reason for the historical slow growth in
table game revenue is that table game players tend to typically be higher-end
players who are more likely to be interested in overnight stays and other
amenities. During the peak spring and summer seasons and weekends, room
availability in Atlantic City has typically proven to be inadequate in meeting
demand, indirectly making it difficult for casino operators and hosts to
aggressively promote table play to potential higher-end table game customers.
Atlantic City's new $268.0 million Convention Center, completed in May
1997, with approximately 500,000 square feet of exhibition and pre-function
space, 45 meeting rooms, food-service facilities and an underground parking
garage accommodating up to 1,600 cars, is located at the base of the Atlantic
City Expressway, and is currently the second largest convention center in the
Northeast. Atlantic City's original convention center is located on the
Boardwalk, physically connected to the Trump Plaza, and is owned by the New
Jersey Sports and Exposition Authority (the "NJSEA"). Its East Hall, which was
completed in 1929 and is listed on the National Register of Historic Places, is
currently undergoing, with funding approved by the CRDA in February 1999, a
$90.0 million renovation to be completed by the summer of 2001. These
improvements, while preserving the historic features of this landmark, will
convert the East Hall into a modern special events venue and will include new
seating for 10,000 to 14,000 people in its main auditorium, new lighting,
10
sound and television-ready wiring systems. Management believes that the East
Hall, when completed, will have the potential to attract major entertainers and
showcase popular boxing events, although no assurances can be given.
In the fall of 1998, the South Jersey Transportation Authority (the
"SJTA") commenced the Tunnel Project consisting of the construction of an
approximate 2.2 mile roadway and tunnel system in Atlantic City which, when
completed, will connect the Atlantic City Expressway to (i) the Marina District,
where the Trump Marina is located, (ii) the H-Tract, which has been Atlantic
City's focal point for new casino construction and (iii) the nearby residential
city of Brigantine. The Tunnel Project is scheduled to be completed in the
summer of 2001. The projected cost of the Tunnel Project is currently estimated
to be $330.0 million.
In addition to the planned casino expansions, major infrastructure
improvements have been completed in the past several years. In 1998, an $88.0
million "Grand Boulevard" corridor linking the new Atlantic City Convention
Center with the Boardwalk was completed. Also in 1998, the CRDA undertook a
$20.8 million beautification project for the five-block Virginia and Maryland
Avenue corridor which connects the 30-acre Boardwalk site of the Taj Mahal to
Absecon Boulevard (Route 30), one of Atlantic City's principal access roadways.
This comprehensive project included the repair, resurfacing and resignalizing of
these roads and the installation of new roadside lighting, the acquisition and
demolition of deteriorated structures on Virginia Avenue and, to a lesser
extent, Maryland Avenue, and the installation and maintenance of roadside
landscaping on those sites, the construction of a 26-unit subdivision of
two-story, single unit and duplex residences which will front on opposing sides
of Virginia Avenue, and the improvement of the exterior facades of selected
Virginia Avenue and other structures, with consents of the owners, to achieve a
harmony and continuity of design among closely proximate properties.
Construction of the roadway and housing elements of this project was completed
in the summer of 2000. See "-Competition."
Competition
Atlantic City. Competition in the Atlantic City market remains intense. The
Trump Atlantic City Properties compete with other casino hotels located in
Atlantic City as well as with each other. At the present time, there are 12
casino hotels located in Atlantic City, including the Trump Atlantic City
Properties, all of which compete for patrons. Substantial new expansion and
development activity has recently been completed or has been announced in
Atlantic City, including the expansion at Harrah's, Hilton, Caesar's, Sands,
Tropicana and Bally's Wild West Casino, which intensifies competitive pressures
in the Atlantic City market. In addition, in September 2000, Boyd Gaming and MGM
Grand, Inc. ("MGM") commenced their joint development of a 25-acre site located
in the Marina District for the construction of a Tuscan-style casino resort to
be named the "Borgata." The Borgata is supposed to feature a 40-story tower with
2,010 rooms and suites, as well as a 143,500 square-foot casino, restaurants,
retail shops, a spa and pool, and entertainment venues. Construction of the
Borgata is scheduled to be completed by mid-2003 and is estimated to cost
approximately $1.0 billion. In addition, management also believes that there are
several other sites on the Boardwalk and in the Marina District on which casino
hotels could be built in the future, and various applications for casino
licenses have been filed and announcements with respect thereto have been made
from time to time. While management believes that the addition of hotel capacity
would be generally beneficial to the Atlantic City market overall, especially in
peak spring and summer months when there has historically been an inadequate
supply of available hotel rooms, there can be no assurances that the proposed
and future expansions would not have a material adverse effect on the business
and operations of the Trump Atlantic City Properties. There also can be no
assurance that the Atlantic City development projects which are planned or are
underway will be completed.
In 1999, Park Place Entertainment, Inc. ("Park Place") completed the
acquisition of Caesar's Casino Hotels from Starwoods Hotel & Resorts Worldwide,
Inc. This acquisition included the Caesar's Atlantic City property, which is
adjacent to Bally's Park Place and Wild West Casino hotel ("Bally's") owned by
Park Place. In 2000, Park Place completed plans to connect the Caesar's and
Bally's properties with a $24.0 million connector, which included additional
gaming space.
In March 2000, MGM consummated its acquisition of Mirage Resorts, Inc. to
become MGM Mirage Inc. ("MGM Mirage"). MGM Mirage owns and/or operates 18 casino
properties on three continents, and together with Boyd, commenced the
development of the 25-acre site located in the Marina District for the
construction of the Borgata in September 2000. The Borgata is intended to be
completed by mid-2003. MGM Mirage also owns the 55-acre lot adjacent to the site
committed to the Borgata, and in the first quarter of 2001, announced its
intention to build an additional casino hotel on such site. At this time, it is
not possible to determine the impact that this acquisition and announcement will
have on any planned development in the H-Tract, on the Boardwalk or elsewhere in
Atlantic City.
11
During the first quarter of 2001, Aztar Corp. announced its plan to build a
$225.0 million expansion of its Atlantic City Tropicana, including an additional
502 hotel rooms and a 200,000 square-foot retail, dining and entertainment
complex. Park Place announced its intention to acquire the Claridge Casino
Hotel. Harrah's Entertainment Inc. commenced building a $110.0 million hotel
tower at Harrah's Atlantic City. Sands Casino Hotel announced its plan to
convert a recently acquired structure into additional 132 to 135 suites. MGM
Mirage announced its intention to build an additional casino hotel in the Marina
District. Management does not know if or when any of these projects will be
completed and cannot ascertain the effect they might have, if or when they are
completed, on the business and operations of the Trump Atlantic City Properties.
Total Atlantic City gaming revenues have increased over the past five
years, although at varying rates. During 1996, six casinos (including Trump
Plaza and the Taj Mahal) experienced increased gaming revenues compared to 1995,
while six casinos experienced decreased revenues. In 1997, eight casinos
(including Trump Plaza and the Taj Mahal) experienced increased gaming revenues
compared to 1996, while four casinos experienced decreased revenues. In 1998,
seven casinos experienced increased gaming revenues compared to 1997 (including
Trump Plaza), while five casinos experienced decreased revenues (including the
Taj Mahal). In 1999, 10 casinos experienced increased gaming revenues compared
to 1998 (including the Taj Mahal), while two casinos experienced decreased
revenues (including Trump Plaza). In 2000, eight casinos experienced increased
gaming revenues (including the Taj Mahal), while four casinos experienced
decreased revenues (including Trump Plaza).
During 1996, a total of approximately 65,870 square feet of casino floor
space was added, an increase of 47.2%, including Trump World's Fair's 49,211
square feet. Slot machines increased by approximately 1,911 units during 1996
and table games increased by approximately 44 units during 1996, of which Trump
World's Fair accounted for 1,518 units and 16 units, respectively. During 1997,
a total of approximately 51,870 square feet of casino floor space was added.
Slot machines increased by approximately 2,153 units, and table games increased
by approximately 82 units during 1997. During 1998, a total of approximately
38,350 square feet of casino floor space was added. Slot machines increased by
approximately 822 units and table games decreased by approximately 71 units
during 1998. During 1999, casino floor space decreased by approximately 41,071
square feet, of which approximately 49,211 was due to the closing of Trump
World's Fair in October 1999. Slot machines decreased by approximately 1,191
units, 1,636 of which were attributable to the closing of Trump World's Fair in
October 1999, and table games decreased by approximately 47 units during 1999.
During 2000, a total of approximately 27,430 square feet of casino floor space
was added, the number of slot machines increased by approximately 1,590 units
and table games decreased by 15 units.
The Trump Atlantic City Properties also compete, or will compete, with
facilities in the northeastern and mid-Atlantic regions of the United States at
which casino gaming or other forms of wagering are currently, or in the future
may be, authorized. To a minimal extent, the Trump Atlantic City Properties
and/or Indiana Riverboat face competition from gaming facilities nationwide,
including land-based, cruise line, riverboat and dockside casinos located in
Colorado, Illinois, Indiana, Iowa, Louisiana, Michigan, Mississippi, Missouri,
Nevada, South Dakota, Ontario (Windsor and Niagara Falls), the Bahamas, Puerto
Rico and other locations inside and outside the United States, and from other
forms of legalized gaming in New Jersey and in its surrounding states such as
lotteries, horse racing (including off-track betting), jai alai, bingo and dog
racing, and from illegal wagering of various types. New or expanded operations
by other persons can be expected to increase competition and could result in the
saturation of certain gaming markets. For example, at the end of 2000, there
were a total of approximately 5,151 slot machines installed and operational in
Delaware. West Virginia also permits slot machines at racetracks, and track
owners in several other states, including Maryland and Pennsylvania, are seeking
to do the same. In December 1996, the Casino Niagara opened in Niagara Falls,
Ontario. In February 1998, the Ontario Casino Commission designated a consortium
whose principal investor is Hyatt Hotels Corporation as the preferred developer
of the permanent Casino Niagara. Moreover, the Trump Atlantic City Properties
may also face competition from various forms of internet gambling.
In addition to competing with other casino hotels in Atlantic City and
elsewhere, by virtue of their proximity to each other and the common aspects of
certain of their respective marketing efforts, including the common use of the
"Trump" name, the Trump Atlantic City Properties compete directly with each
other for gaming patrons.
Native American Casinos. In addition, the Trump Atlantic City Properties
also face competition from casino facilities in a number of states operated by
federally recognized Native American tribes. Pursuant to the Indian Gaming
Regulatory Act (the "IGRA"), which was passed by Congress in 1988, any state
which permits casino-style gaming (even if only for limited charity purposes) is
required to negotiate gaming compacts with federally recognized Native American
tribes. Under the IGRA, Native American tribes enjoy comparative freedom from
regulation and taxation of gaming operations, which provides them with an
advantage over their competitors, including the Trump Atlantic City Properties.
12
In March 1996, the United States Supreme Court struck down a provision of the
IGRA which had allowed Native American tribes to sue states in federal court for
failing to negotiate gaming compacts in good faith. Management cannot predict
the impact of this decision on the ability of Native American tribes to
negotiate compacts with states.
In February 1992, the Mashantucket Pequot Nation opened Foxwoods Resorts
Casino ("Foxwoods"), a casino hotel facility in Ledyard, Connecticut (located in
the far eastern portion of such state), an approximately three-hour drive from
New York City and an approximately two and one-half hour drive from Boston,
Massachusetts, which currently offers 24-hour gaming and contains approximately
5,900 slot machines, 350 tables and over 1,400 rooms and suites, 24 restaurants,
17 retails stores, entertainment and a year-round golf course. Also, a
high-speed ferry operates seasonally between New York City and Foxwoods. The
Mashantucket Pequot Nation has also announced plans for a high-speed train
linking Foxwoods to the interstate highway and an airport outside Providence,
Rhode Island.
In October 1996, the Mohegan Nation opened the Mohegan Sun Resort in
Uncasville, Connecticut, located 10 miles from Foxwoods. Developed by Sun
International Hotels, Ltd., the Mohegan Sun Resort has approximately 3,000 slot
machines and 192 tables, off-track horse betting, bingo, 20 food and beverage
outlets, and retail stores. The Mohegan Sun is in the midst of a $960.0 million,
4.0 million square-foot expansion entailing the construction of a 115,000
square-foot casino, a 10,000-seat arena, a 34-story tower with 1,200 rooms, nine
new restaurants and two parking garages accommodating up to 5,000 cars. The
project is expected to be completed in the spring of 2002. The foregoing
expansion of the Mohegan Sun could have a material adverse impact on the revenue
growth of the Trump Atlantic City Properties.
The Eastern Pequot Tribe, along with the Paucatuck Eastern Pequot Tribe,
are seeking federal recognition as Tribal Nations. Both tribes received findings
of preliminary recognition in 2000. There can be no assurance that any continued
expansion of gaming operations of the Mashantucket Pequot Nation, the gaming
operations of the Mohegan Nation or the commencement of gaming operations by the
Eastern Pequots or Paucatuck Eastern Pequots would not have a materially adverse
impact on the operations of the Trump Atlantic City Properties and Indiana
Riverboat. A subsidiary of THCR has agreed to support the efforts of the
Paucatuck Eastern Pequot Tribal Nation for federal recognition as a tribal
nation. In consideration of this agreement, the Paucatuck Eastern Pequot Tribal
Nation has agreed to negotiate exclusively with THCR during the term of the
agreement for the development and management of a Native American casino to be
located on Paucatuck Eastern Pequot Tribal Nation land.
A group in Cumberland County, New Jersey, calling itself the "Nanticoke
Lenni Lenape" tribe, has filed a notice of intent with the Bureau of Indian
Affairs seeking formal federal recognition as a Native American tribe. In March
1998, the Oklahoma-based Lenape/Delaware Indian Nation, which originated in New
Jersey and already has federal recognition, filed a lawsuit against the city of
Wildwood, New Jersey, claiming that the city is built on ancestral land. The
city of Wildwood, which supported the plan to build a casino, had entered into
settlement negotiations, offering to deed municipal land to the tribe. The plan,
which was opposed by the state of New Jersey, required state and federal
approval. In early 1999, however, the Delaware Indian Nation's lawsuit was
dismissed.
In July 1993, the Oneida Nation opened "Turning Stone," a casino featuring
24-hour table gaming and electronic gaming machines near Syracuse, New York. In
October 1997, the Oneida Nation opened a hotel which included expanded gaming
facilities, and constructed a golf course and convention center. Construction of
a new 24,000 square-foot clubhouse for the Oneida Nation's golf course is
expected to commence in the summer of 2001 and to be completed in 2002. There
are also preliminary plans for a casino expansion consisting of 300 additional
hotel rooms and a water park.
In April 1999, the St. Regis Mohawk Nation opened the Akwesasne Casino,
featuring electronic gaming machines, in the northern portion of New York State,
close to the Canadian border. In April 1999, the St. Regis Mohawks also
announced their intentions of opening a casino with Catskill Development Company
at the Monticello Race Track in the Catskill Mountains region of New York, which
was approved by the Assistant Secretary-Indian Affairs (Interior) but is also
subject to the approval of the Governor of New York pursuant to IGRA. In April
2000, the St. Regis Mohawks terminated their contract with Catskill Development
Company and announced that Park Place would build and manage a tribal casino in
the Catskill Mountains. In May 2000, Park Place agreed to purchase Kutshers
Resort for the new St. Regis Mohawks' casino site. There is ongoing litigation
between Park Place and the Catskill Development Company.
The Seneca Nation plans to negotiate with New York State to open a casino
in Western New York. Approval of the proposed casino would be contingent upon
the purchase of additional property that is declared reservation property by the
federal government. However, a recent ruling by the federal Interior Department
may allow the Seneca Nation to transform its bingo halls into casino-type
operations without having to negotiate with New York State.
13
The Narragansett Nation of Rhode Island, which has federal recognition, is
seeking to open a casino in Rhode Island State.
The Aquinnah Wampanoag Tribe is seeking to open a casino in the state of
Massachusetts. Other Native American nations are seeking federal recognition,
land and negotiation of gaming compacts in New York, Pennsylvania, Connecticut
and other states near Atlantic City. If successful, there can be no assurance
that additional casinos built in or near the portion of the United States would
not have a material adverse effect on the business and operations of the Trump
Atlantic City Properties.
State Legislation. Legislation permitting other forms of casino gaming has
been proposed, from time to time, in various states, including those bordering
the state of New Jersey. Six states have presently legalized riverboat gambling
while others are considering its approval, including New York State and the
Commonwealth of Pennsylvania. Several states are considering or have approved
large scale land-based casinos. The business and operations of the Trump
Atlantic City Properties could be materially adversely affected by such
competition, particularly if casino gaming were permitted in jurisdictions near
or elsewhere in New Jersey or in other states in the Northeast. Currently,
casino gaming, other than Native American gaming, is not allowed in other areas
of New Jersey or in Connecticut, New York or Pennsylvania. In June 1998, the New
York State Senate and General Assembly failed to enact a constitutional
amendment to legalize casino gambling in certain areas of New York State,
effectively postponing any referendum to authorize such a constitutional
amendment until not earlier than November 2001. To the extent that legalized
gaming becomes more prevalent in New Jersey or other jurisdictions near Atlantic
City, competition would intensify. In particular, proposals have been introduced
to legalize gaming in other locations, including Philadelphia, Pennsylvania. In
addition, legislation has from time to time been introduced in the New Jersey
State Legislature relating to types of statewide legalized gaming, such as video
games with small wagers. To date, no such legislation, which may require a state
constitutional amendment, has been enacted. Management is unable to predict
whether any such legislation, in New Jersey or elsewhere, will be enacted or
whether, if passed, it would have a material adverse impact on the Trump
Atlantic City Properties and/or the Indiana Riverboat.
Seasonality
The gaming industry in Atlantic City is seasonal, with the heaviest
activity occurring during the period from May through September. Consequently,
Trump AC's operating results during the two quarters ending in March and
December would not likely be as profitable as the two quarters ending in June
and September.
Gaming and Other Laws and Regulations
The following is only a summary of the applicable provisions of the Casino
Control Act and certain other laws and regulations. It does not purport to be a
full description thereof, and is qualified in its entirety by reference to the
Casino Control Act and such other laws and regulations.
New Jersey Gaming Regulations
In general, the Casino Control Act and the regulations promulgated
thereunder contain detailed provisions concerning, among other things: the
granting and renewal of casino licenses; the suitability of the approved hotel
facility, and the amount of authorized casino space and gaming units permitted
therein; the qualification of natural persons and entities related to the casino
licensee; the licensing of certain employees and vendors of casino licensees;
the rules of the games; the selling and redeeming of gaming chips; the granting
and duration of credit and the enforceability of gaming debts; management
control procedures, accounting and cash control methods and reports to gaming
agencies; the security standards; the manufacture and distribution of gaming
equipment; the simulcasting of horse races by casino licensees, advertising,
entertainment and alcoholic beverages.
Casino Control Commission. The ownership and operation of casino/hotel
facilities in Atlantic City are the subject of strict state regulation under the
Casino Control Act. The CCC is empowered to regulate a wide spectrum of gaming
and non-gaming related activities and to approve the form of ownership and
financial structure of not only a casino licensee, but also its entity
qualifiers and intermediary and holding companies and any other related entity
required to be qualified ("CCC Regulations").
Operating Licenses. In June 1999, the CCC renewed Taj Associates' license
to operate the Taj Mahal through June 2003 and renewed Plaza Associates' license
to operate Trump Plaza through June 2003.
14
Casino License. No casino hotel facility may operate unless the
appropriate license and approvals are obtained from the CCC, which has broad
discretion with regard to the issuance, renewal, revocation and suspension of
such licenses and approvals, which are non-transferable. The qualification
criteria with respect to the holder of a casino license include its financial
stability, integrity and responsibility; the integrity and adequacy of its
financial resources which bear any relation to the casino project; its good
character, honesty and integrity; and the sufficiency of its business ability
and casino experience to establish the likelihood of a successful, efficient
casino operation. The casino licenses currently held by Plaza Associates and Taj
Associates are renewable for periods of up to four years. The CCC may reopen
licensing hearings at any time, and must reopen a licensing hearing at the
request of the Division of Gaming Enforcement (the "Division").
To be considered financially stable, a licensee must demonstrate the
following abilities: to pay winning wagers when due; to achieve an annual gross
operating profit; to pay all local, state and federal taxes when due; to make
necessary capital and maintenance expenditures to insure that it has a superior
first-class facility; and to pay, exchange, refinance or extend debts which will
mature or become due and payable during the license term.
In the event a licensee fails to demonstrate financial stability, the CCC
may take such action as it deems necessary to fulfill the purposes of the Casino
Control Act and protect the public interest, including: issuing conditional
licenses, approvals or determinations; establishing an appropriate cure period;
imposing reporting requirements; placing restrictions on the transfer of cash or
the assumption of liabilities; requiring reasonable reserves or trust accounts;
denying licensure; or appointing a conservator. See "--Conservatorship."
Management believes that it has adequate financial resources to meet the
financial stability requirements of the Casino Control Act for the foreseeable
future.
Pursuant to the Casino Control Act, CCC Regulations and precedent, no
entity may hold a casino license unless each officer, director, principal
employee, person who directly or indirectly holds any beneficial interest or
ownership in the licensee, each person who in the opinion of the CCC has the
ability to control or elect a majority of the board of directors of the licensee
(other than a banking or other licensed lending institution which makes a loan
or holds a mortgage or other lien acquired in the ordinary course of business)
and any lender, underwriter, agent or employee of the licensee or other person
whom the CCC may consider appropriate, obtains and maintains qualification
approval from the CCC. Qualification approval means that such person must, but
for residence, individually meet the qualification requirements as a casino key
employee. Pursuant to a condition of its casino license, payments by Plaza
Associates or Taj Associates to, or for the benefit of, any related entity or
partner, with certain exceptions, are subject to prior CCC approval; and, if
Plaza Associates' or Taj Associates' cash position falls below $5.0 million for
three consecutive business days, such entity must present to the CCC and the
Division evidence as to why it should not obtain a working capital facility in
an appropriate amount.
Control Persons. An entity qualifier or intermediary or holding company,
such as Trump AC, Trump AC Holding, TACC, THCR Holdings, Trump Hotels & Casino
Resorts Funding, Inc., a Delaware corporation and wholly-owned subsidiary of
THCR Holdings ("THCR Funding"), or THCR, is required to register with the CCC
and meet the same basic standards for approval as a casino licensee; provided,
however, that the CCC, with the concurrence of the Director of the Division, may
waive compliance by a publicly-traded corporate holding company with the
requirement that an officer, director, lender, underwriter, agent or employee
thereof, or person directly or indirectly holding a beneficial interest or
ownership of the securities thereof, individually qualify for approval under
casino key employee standards so long as the CCC and the Director of the
Division are, and remain, satisfied that such officer, director, lender,
underwriter, agent or employee is not significantly involved in the activities
of the casino licensee, or that such security holder does not have the ability
to control the publicly-traded corporate holding company or elect one or more of
its directors. Persons holding five percent (5.0%) or more of the equity
securities of such holding company are presumed to have the ability to control
the company or elect one or more of its directors and will, unless this
presumption is rebutted, be required to individually qualify. Equity securities
are defined as any voting stock or any security similar to or convertible into
or carrying a right to acquire any security having a direct or indirect
participation in the profits of the issuer.
Financial Sources. The CCC may require all financial backers, investors,
mortgagees, bond holders and holders of notes or other evidence of indebtedness,
either in effect or proposed, which bear any relation to any casino project,
including holders of publicly-traded securities of an entity which holds a
casino license or is an entity qualifier, subsidiary or holding company of a
casino licensee (a "Regulated Company"), to qualify as financial sources. In the
past, the CCC has waived the qualification requirement for holders of less than
fifteen percent (15.0%) of a series of publicly-traded mortgage bonds so long as
15
the bonds remained widely distributed and freely traded in the public market and
the holder had no ability to control the casino licensee. The CCC may require
holders of less than fifteen percent (15.0%) of a series of debt to qualify as
financial sources even if not active in the management of the issuer or casino
licensee.
Institutional Investors. An institutional investor ("Institutional
Investor") is defined by the Casino Control Act as any retirement fund
administered by a public agency for the exclusive benefit of federal, state or
local public employees; any investment company registered under the Investment
Company Act of 1940, as amended; any collective investment trust organized by
banks under Part Nine of the Rules of the Comptroller of the Currency; any
closed end investment trust; any chartered or licensed life insurance company or
property and casualty insurance company; any banking and other chartered or
licensed lending institution; any investment advisor registered under the
Investment Advisers Act of 1940, as amended; and such other persons as the CCC
may determine for reasons consistent with the policies of the Casino Control
Act.
An Institutional Investor may be granted a waiver by the CCC from
financial source or other qualification requirements applicable to a holder of
publicly-traded securities, in the absence of a prima facie showing by the
Division that there is any cause to believe that the holder may be found
unqualified, on the basis of CCC findings that: (i) its holdings were purchased
for investment purposes only and, upon request by the CCC, it files a certified
statement to the effect that it has no intention of influencing or affecting the
affairs of the issuer, the casino licensee or its holding or intermediary
companies; provided, however, that the Institutional Investor will be permitted
to vote on matters put to the vote of the outstanding security holders; and (ii)
if (x) the securities are debt securities of a casino licensee's holding or
intermediary companies or another subsidiary company of the casino licensee's
holding or intermediary companies which is related in any way to the financing
of the casino licensee and represent either (A) 20.0% or less of the total
outstanding debt of the company or (B) 50.0% or less of any issue of outstanding
debt of the company, (y) the securities are equity securities and represent less
than 10.0% of the equity securities of a casino licensee's holding or
intermediary companies or (z) the securities so held exceed such percentages,
upon a showing of good cause. There can be no assurance, however, that the CCC
will make such findings or grant such waiver and, in any event, an Institutional
Investor may be required to produce for the CCC or the Antitrust Division of the
Department of Justice upon request, any document or information which bears any
relation to such debt or equity securities.
Generally, the CCC requires each institutional holder seeking waiver of
qualification to execute a certification to the effect that (i) the holder has
reviewed the definition of Institutional Investor under the Casino Control Act
and believes that itmeets the definition of Institutional Investor; (ii) the
holder purchased the securities for investment purposes only and holds them in
the ordinary course of business; (iii) the holder has no involvement in the
business activities of and no intention of influencing or affecting, the affairs
of the issuer, the casino licensee or any affiliate; and (iv) if the holder
subsequently determines to influence or affect the affairs of the issuer, the
casino licensee or any affiliate, it shall provide not less than 30 days' prior
notice of such intent and shall file with the CCC an application for
qualification before taking any such action. If an Institutional Investor
changes its investment intent, or if the CCC finds reasonable cause to believe
that it may be found unqualified, the Institutional Investor may take no action
with respect to the security holdings, other than to divest itself of such
holdings, until it has applied for interim casino authorization and has executed
a trust agreement pursuant to such an application. See "--Interim Casino
Authorization."
Ownership and Transfer of Securities. The Casino Control Act imposes
certain restrictions upon the issuance, ownership and transfer of securities of
a Regulated Company and defines the term "security" to include instruments which
evidence a direct or indirect beneficial ownership or creditor interest in a
Regulated Company including, but not limited to, mortgages, debentures, security
agreements, notes and warrants. Currently, each of Trump AC, Trump AC Holding,
Plaza Associates, Taj Associates, THCR Holdings, THCR Funding and THCR is deemed
to be a Regulated Company, and instruments evidencing a beneficial ownership or
creditor interest therein, including a partnership interest, are deemed to be
the securities of a Regulated Company.
If the CCC finds that a holder of such securities is not qualified under
the Casino Control Act, it has the right to take any remedial action it may deem
appropriate, including the right to force divestiture by such disqualified
holder of such securities. In the event that certain disqualified holders fail
to divest themselves of such securities, the CCC has the power to revoke or
suspend the casino license affiliated with the Regulated Company which issued
the securities. If a holder is found unqualified, it is unlawful for the holder
(i) to exercise, directly or through any trustee or nominee, any right conferred
by such securities or (ii) to receive any dividends or interest upon such
securities or any remuneration, in any form, from its affiliated casino licensee
for services rendered or otherwise.
16
With respect to non-publicly-traded securities, the Casino Control Act and
CCC Regulations require that the corporate charter or partnership agreement of a
Regulated Company establish a right in the CCC of prior approval with regard to
transfers of securities, shares and other interests and an absolute right in the
Regulated Company to repurchase at the market price or the purchase price,
whichever is the lesser, any such security, share or other interest in the event
that the CCC disapproves a transfer. With respect to publicly-traded securities,
such corporate charter or partnership agreement is required to establish that
any such securities of the entity are held subject to the condition that, if a
holder thereof is found to be disqualified by the CCC, such holder shall dispose
of such securities.
Under the terms of the TAC I Note Indenture, TAC II Note Indenture, TAC
III Note Indenture and other certain indentures pursuant to which certain
promissory notes of THCR and it subsidiaries have been issued as well as a $5.0
million working capital loan of THCR, if a holder of securities of THCR or its
subsidiaries, including the Registrants, does not qualify under the Casino
Control Act when required to do so, such holder must dispose of its interest in
such securities, and the respective issuer or issuers of such securities may
redeem the securities at the lesser of the outstanding amount or fair market
value. Similar provisions are set forth in THCR's Certificate of Incorporation,
as amended, with respect to the Common Stock of THCR.
Interim Casino Authorization. Interim casino authorization is a process
which permits a person who enters into a contract to obtain property relating to
a casino operation or who obtains publicly-traded securities relating to a
casino licensee to close on the contract or own the securities until plenary
licensure or qualification. During the period of interim casino authorization,
the property relating to the casino operation or the securities is held in
trust.
Whenever any person enters into a contract to transfer any property which
relates to an ongoing casino operation, including a security of the casino
licensee or a holding or intermediary company or entity qualifier, under
circumstances which would require that the transferee obtain licensure or be
qualified under the Casino Control Act, and that person is not already licensed
or qualified, the transferee is required to apply for interim casino
authorization. Furthermore, except as set forth below with respect to
publicly-traded securities, the closing or settlement date in the contract at
issue may not be earlier than the 121st day after the submission of a complete
application for licensure or qualification together with a fully executed trust
agreement in a form approved by the CCC. If, after the report of the Division
and a hearing by the CCC, the CCC grants interim authorization, the property
will be subject to a trust. If the CCC denies interim authorization, the
contract may not close or settle until the CCC makes a determination on the
qualifications of the applicant. If the CCC denies qualification, the contract
will be terminated for all purposes and there will be no liability on the part
of the transferor.
If, as the result of a transfer of publicly-traded securities of a
licensee, a holding or intermediary company or entity qualifier of a licensee,
or a financing entity of a licensee, any person is required to qualify under the
Casino Control Act, that person is required to file an application for licensure
or qualification within 30 days after the CCC determines that qualification is
required or declines to waive qualification. The application must include a
fully executed trust agreement in a form approved by the CCC or, in the
alternative, within 120 days after the CCC determines that qualification is
required, the person whose qualification is required must divest such securities
as the CCC may require in order to remove the need to qualify.
The CCC may grant interim casino authorization where it finds by clear and
convincing evidence that: (i) statements of compliance have been issued pursuant
to the Casino Control Act; (ii) the casino hotel is an approved hotel in
accordance with the Casino Control Act; (iii) the trustee satisfies
qualification criteria applicable to key casino employees, except for residency;
and (iv) interim operation will best serve the interests of the public.
When the CCC finds the applicant qualified, the trust will terminate. If
the CCC denies qualification to a person who has received interim casino
authorization, the trustee is required to endeavor, and is authorized, to sell,
assign, convey or otherwise dispose of the property subject to the trust to such
persons who are licensed or qualified or shall themselves obtain interim casino
authorization.
Where a holder of publicly-traded securities is required, in applying for
qualification as a financial source or qualifier, to transfer such securities to
a trust in application for interim casino authorization and the CCC thereafter
orders that the trust become operative: (i) during the time the trust is
operative, the holder may not participate in the earnings of the casino hotel or
receive any return on its investment or debt security holdings; and (ii) after
disposition, if any, of the securities by the trustee, proceeds distributed to
the unqualified holder may not exceed the lower of their actual cost to the
unqualified holder or their value calculated as if the investment had been made
on the date the trust became operative.
17
Approved Hotel Facilities. The CCC may permit an existing licensee, such
as one of the Trump Atlantic City Properties, to increase its casino space if
the licensee agrees to add a prescribed number of qualifying sleeping units
within two years after the commencement of gaming operations in the additional
casino space. However, if the casino licensee does not fulfill such agreement
due to conditions within its control, the licensee will be required to close the
additional casino space, or any portion thereof that the CCC determines should
be closed.
Persons who are parties to the lease for an approved hotel building or who
have an agreement to lease a building which may in the judgment of the CCC
become an approved hotel building are required to hold a casino license unless
the CCC, with the concurrence of the Attorney General of the state of New
Jersey, determines that such persons do not have the ability to exercise
significant control over the building or the operation of the casino therein.
Unless otherwise determined by the CCC, agreements to lease an approved
hotel building or the land under the building must be for a term exceeding 30
years, must concern 100.0% of the entire approved hotel building or the land
upon which it is located and must include a buy-out provision conferring upon
the lessee the absolute right to purchase the lessor's entire interest for a
fixed sum in the event that the lessor is found by the CCC to be unsuitable.
Agreement for Management of Casino. Each party to an agreement for the
management of a casino is required to hold a casino license, and the party who
is to manage the casino must own at least 10.0% of all the outstanding equity
securities of the casino licensee. Such an agreement shall: (i) provide for the
complete management of the casino; (ii) provide for the unrestricted power to
direct the casino operations; and (iii) provide for a term long enough to ensure
the reasonable continuity, stability and independence and management of the
casino.
License Fees. The CCC is authorized to establish annual fees for the
renewal of casino licenses. The renewal fee is based upon the cost of
maintaining control and regulatory activities prescribed by the Casino Control
Act, and may not be less than $200,000 for a four-year casino license.
Additionally, casino licensees are subject to potential assessments to fund any
annual operating deficits incurred by the CCC or the Division. There is also an
annual license fee of $500 for each slot machine maintained for use or in use in
any casino.
Gross Revenue Tax. Each casino licensee is also required to pay an annual
tax of 8.0% on its gross casino revenues. For the years ended December 31, 1998,
1999 and 2000, Plaza Associates' gross revenue tax was approximately $30.2
million, $28.6 million and $25.8, respectively, and its license, investigation
and other fees and assessments totaled approximately $5.2 million, $4.1 million
and $5.1 million, respectively. For the years ended December 31, 1998, 1999 and
2000, Taj Associates' gross revenue tax was approximately $41.1 million, $40.3
million and $43.8 million, respectively, and its license, investigation and
other fees and assessments totaled approximately $4.4 million, $5.3 million and
$5.1 million, respectively.
Investment Alternative Tax Obligations. An investment alternative tax
imposed on the gross casino revenues of each licensee in the amount of 2.5% is
due and payable on the last day of April following the end of the calendar year.
A licensee is obligated to pay the investment alternative tax for a period of 30
years. Estimated payments of the investment alternative tax obligation must be
made quarterly in an amount equal to 1.25% of estimated gross revenues for the
preceding three-month period. Investment tax credits may be obtained by making
qualified investments or by the purchase of bonds issued by the CRDA ("CRDA
Bonds"). CRDA Bonds may have terms as long as 50 years and bear interest at
below market rates, resulting in a value lower than the face value of such CRDA
Bonds.
For the first 10 years of its tax obligation, the licensee is entitled to
an investment tax credit against the investment alternative tax in an amount
equal to twice the purchase price of the CRDA Bonds issued to the licensee.
Thereafter, the licensee (i) is entitled to an investment tax credit in an
amount equal to twice the purchase price of such CRDA Bonds or twice the amount
of its investments authorized in lieu of such bond investments or made in
projects designated as eligible by the CRDA and (ii) has the option of entering
into a contract with the CRDA to have its tax credit comprised of direct
investments in approved eligible projects which may not comprise more than 50.0%
of its eligible tax credit in any one year.
From the monies made available to the CRDA, the CRDA is required to set
aside $175.0 million for investment in hotel development projects in Atlantic
City undertaken by a licensee which result in the construction or rehabilitation
of at least 200 hotel rooms. These monies will be held to fund up to 27.0% of
the cost to casino licensees of expanding their hotel facilities to provide
additional hotel rooms, a portion of which has been required to be available
with respect to the new Atlantic City Convention Center.
18
Minimum Casino Parking Charges. As of July 1, 1993, each casino licensee
is required to pay the New Jersey State Treasurer a $1.50 charge for every use
of a parking space for the purpose of parking motor vehicles in a parking
facility owned or leased by a casino licensee or by any person on behalf of a
casino licensee. This amount is paid into a special fund established and held by
the New Jersey State Treasurer for the exclusive use of the CRDA. Plaza
Associates and Taj Associates currently charge their parking patrons $2.00 in
order to make their required payments to the New Jersey State Treasurer and
cover related expenses. Amounts in the special fund will be expended by the CRDA
for eligible projects in the corridor region of Atlantic City related to
improving the highways, roads, infrastructure, traffic regulation and public
safety of Atlantic City or otherwise necessary or useful to the economic
development and redevelopment of Atlantic City in this regard.
Atlantic City Fund. On each October 31 during the years 1996 through 2003,
each casino licensee shall pay into an account established in the CRDA and known
as the Atlantic City Fund, its proportional share of an amount related to the
amount by which annual operating expenses of the CCC and the Division are less
than a certain fixed sum. Additionally, a portion of the investment alternative
tax obligation of each casino licensee for the years 1994 through 1998 allocated
for projects in northern New Jersey shall be paid into and credited to the
Atlantic City Fund. Amounts in the Atlantic City Fund will be expended by the
CRDA for economic development projects of a revenue-producing nature that foster
the redevelopment of Atlantic City other than the construction and renovation of
casino hotels.
Conservatorship. If, at any time, it is determined that Plaza Associates,
Trump AC Holding, Trump AC, Trump AC Funding, Funding II, Funding III, Taj
Associates, THCR, THCR Holdings, THCR Funding or any other entity qualifier has
violated the Casino Control Act or that any of such entities cannot meet the
qualification requirements of the Casino Control Act, such entity could be
subject to fines or the suspension or revocation of its license or
qualification. If a casino license is suspended for a period in excess of 120
days or is revoked, or if the CCC fails or refuses to renew such casino license,
the CCC could appoint a conservator to operate and dispose of such licensee's
casino hotel facilities. A conservator would be vested with title to all
property of such licensee relating to the casino and the approved hotel subject
to valid liens and/or encumbrances. The conservator would be required to act
under the direct supervision of the CCC and would be charged with the duty of
conserving, preserving and, if permitted, continuing the operation of the casino
hotel. During the period of the conservatorship, a former or suspended casino
licensee is entitled to a fair rate of return out of net earnings, if any, on
the property retained by the conservator. The CCC may also discontinue any
conservatorship action and direct the conservator to take such steps as are
necessary to effect an orderly transfer of the property of a former or suspended
casino licensee. Such events could result in an event of default under the terms
of the TAC I Note Indenture, TAC II Note Indenture and TAC III Note Indenture.
Qualification of Employees. Certain employees of Plaza Associates and Taj
Associates must be licensed by or registered with the CCC, depending on the
nature of the position held. Casino employees are subject to more stringent
requirements than non-casino employees and must meet applicable standards
pertaining to financial stability, integrity and responsibility, good character,
honesty and integrity, business ability and casino experience and New Jersey
residency. These requirements have resulted in significant competition among
Atlantic City casino operators for the services of qualified employees.
Gaming Credit. The casino games at the Trump Atlantic City Properties are
conducted on a credit as well as cash basis. Gaming debts arising in Atlantic
City in accordance with applicable regulations are enforceable in the courts of
the state of New Jersey. The extension of gaming credit is subject to
regulations that detail procedures which casinos must follow when granting
gaming credit and recording counter checks which have been exchanged, redeemed
or consolidated. Gaming credit may not be collectible in foreign countries.
Control Procedures. Gaming at the Trump Atlantic City Properties is
conducted by trained and supervised personnel. Plaza Associates and Taj
Associates employ extensive security and internal controls. Security checks are
made to determine, among other matters, that job applicants for key positions
have had no criminal history or associations. Security controls utilized by the
surveillance department include closed circuit video cameras to monitor the
casino floor and money counting areas. The count of moneys from gaming also is
observed daily by representatives of the CCC.
Other Laws and Regulations
The United States Department of the Treasury (the "Treasury") has adopted
regulations pursuant to which a casino is required to file a report of each
deposit, withdrawal, exchange of currency, gambling tokens or chips, or other
payments or transfers by, through or to such casino which involves a transaction
in currency of more than $10,000 per patron, per gaming day (a "Currency
19
Transaction Report"). Such reports are required to be made on forms prescribed
by the Secretary of the Treasury and are filed with the Commissioner of the
Internal Revenue Service (the "Service"). In addition, THCR is required to
maintain detailed records (including the names, addresses, social security
numbers and other information with respect to its gaming customers) dealing
with, among other items, the deposit and withdrawal of funds and the maintenance
of a line of credit.
In the past, the Service had taken the position that gaming winnings from
table games by nonresident aliens were subject to a 30.0% withholding tax. The
Service, however, subsequently adopted a practice of not collecting such tax.
Recently enacted legislation exempts from withholding tax table game winnings by
nonresident aliens, unless the Secretary of the Treasury determines by
regulation that such collections have become administratively feasible.
From 1992 through 1995, the Service conducted an audit of Currency
Transaction Reports filed by Taj Associates for the period from April 2, 1990
through December 31, 1991. The Treasury received a report detailing the audit as
well as the response of Taj Associates. As a result of Taj Associates' audit,
the Treasury notified Taj Associates that it had failed to timely file Currency
Transaction Reports in connection with certain currency transactions. In
December 1997, Taj Associates paid a fine of $477,000 in connection with 106 of
these violations. In November 2000, the Service completed a compliance audit of
Currency Transaction Reports filed by Plaza Associates for the period from
January 1, 1998 through September 30, 1999. Of the 6,600 Currency Transaction
Reports filed by Plaza Associates during that period, the Service noted 17
filing violations. The Service submitted recommendations to improve reporting
and record keeping practices. No penalties were assessed as a result of the
audit.
Plaza Associates and Taj Associates have adopted the following internal
control procedures to increase compliance with these Treasury regulations: (i)
computer exception reporting; (ii) establishment of a committee to review
Currency Transaction Report transactions and reporting which consists of
executives from the Casino Operations, Marketing and Administration Departments;
(iii) internal audit testing of compliance with the Treasury regulations; (iv)
training for all new and existing employees in compliance with the Treasury
regulations; and (v) a disciplinary program for employee violations of the
policy.
THCR is subject to other federal, state and local regulations and, on a
periodic basis, must obtain various licenses and permits, including those
required to sell alcoholic beverages in the state of New Jersey as well as in
other jurisdictions. Management believes all required licenses and permits
necessary to conduct the business of THCR have been obtained.
THCR expects to be subject to similar rigorous regulatory standards in
each other jurisdiction in which it seeks to conduct gaming operations. There
can be no assurance that regulations adopted, permits required or taxes imposed
by other jurisdictions will permit profitable operations by THCR in those
jurisdictions.
ITEM 2. PROPERTIES.
Trump Plaza
Plaza Associates owns and leases several parcels of land in and around
Atlantic City, New Jersey, each of which is used in connection with the
operation of Trump Plaza and each of which is subject to the liens of the
mortgages associated with the TAC I Notes, the TAC II Notes and the TAC III
Notes (collectively, the "Plaza Mortgages") and certain other liens.
Plaza Casino Parcel. The Trump Plaza Main Tower is located on the
Boardwalk in Atlantic City, New Jersey, next to the Atlantic City Convention
Center. It occupies the entire city block (approximately 2.38 acres) bounded by
the Boardwalk, Mississippi Avenue, Pacific Avenue and Columbia Place (the "Plaza
Casino Parcel").
The Plaza Casino Parcel consists of four tracts of land, three of which
are currently owned by Plaza Associates and one of which is leased by Plaza
Hotel Management Company ("PHMC") to Plaza Associates pursuant to a
non-renewable ground lease, which expires on December 31, 2078 (the "PHMC
Lease"). The land which is subject to the PHMC Lease is referred to as the
"Plaza Leasehold Tract." Seashore Four Associates ("Seashore Four") and Trump
Seashore Associates ("Trump Seashore") had leased to Plaza Associates two of the
tracts which are now owned by Plaza Associates. Trump Seashore and Seashore Four
are 100.0% beneficially owned by Trump and are, therefore, affiliates of THCR.
Plaza Associates purchased the tract from Seashore Four in January 1997 and the
tract from Trump Seashore in September 1996 for $10.1 million and $14.5 million,
respectively.
20
The PHMC Lease is a "net lease" pursuant to which Plaza Associates, in
addition to the payment of fixed rent, is responsible for all costs and expenses
with respect to the use, operation and ownership of the Plaza Leasehold Tract
and the improvements now, or which may in the future be, located thereon,
including, but not limited to, all maintenance and repair costs, insurance
premiums, real estate taxes, assessments and utility charges. The improvements
located on the Plaza Leasehold Tract are owned by Plaza Associates during the
term of the PHMC Lease, and upon the expiration of the term of the PHMC Lease
(for any reason), ownership of such improvements will vest in PHMC. The PHMC
Lease also contains an option pursuant to which Plaza Associates may purchase
the Plaza Leasehold Tract at certain times during the term of such PHMC Lease
under certain circumstances.
Trump Plaza East. In connection with the Taj Acquisition in April 1996,
Plaza Associates exercised its option to purchase certain of the fee and
leasehold interests comprising the Trump Plaza East Tower for an aggregate
purchase price of $28.0 million. Plaza Associates currently leases a portion of
the land which comprises the Trump Plaza East Tower from an unrelated third
party.
In September 1993, Warner Brothers entered into the ten year Time Warner
Plaza Lease pursuant to which Warner Brothers leased approximately 17,000 square
feet of retail space with Boardwalk frontage in Trump Plaza's East Tower for the
operation of the Plaza Warner Brothers Store. Pursuant to the Time Warner Plaza
Lease, Time Warner is obligated to pay to Trump Plaza an amount equal to (i) 7.5
percent (7.5%) of gross annual sales up to and including $15.0 million and (ii)
10 percent (10.0%) of gross sales in excess of $15.0 million. The Time Warner
Plaza Lease also grants Time Warner the option to renew the Time Warner Plaza
Lease for two additional five years terms.
Recent public reports, confirmed with Time Warner officials, indicate that
Time Warner intends to close the Warner Brothers retail chain in the third
quarter of calendar 2001, including the Plaza Warner Brothers Store, as a cost
savings measure related to Time Warner's January 2001 merger with AOL.
Management currently intends to utilize this space to expand its existing casino
floor with additional slot machines.
Trump World's Fair. Using a portion of the net proceeds received by THCR
from its initial public offering in June 1995, Plaza Associates acquired title
to Trump World's Fair pursuant to an option to purchase. Further, Plaza
Associates also entered into an easement agreement with the NJSEA with annual
payments of $2.0 million. However, because of operational inefficiencies,
including the lack of a parking garage, management decided to close the Trump
World's Fair in October 1999, and the facility is currently in the process of
being dismantled. In December 1999, in connection with the closure of Trump
World's Fair, Plaza Associates terminated the easement in accordance with its
terms. See "Business-Trump Plaza-Atlantic City Marketing Strategy."
Parking Parcels. Plaza Associates owns a parcel of land (the "Plaza Garage
Parcel") located across the street from the Plaza Casino Parcel and along
Pacific Avenue in a portion of the block bound by Pacific Avenue, Mississippi
Avenue, Atlantic Avenue and Missouri Avenue. Plaza Associates has constructed
the Trump Plaza Transportation Facility on the Plaza Garage Parcel. An enclosed
pedestrian walkway from the parking garage provide access to the Trump Plaza at
the casino level. Parking at the parking garage is available to Trump Plaza's
guests, as well as to the general public.
Plaza Associates leases, pursuant to the PHMC Lease, a parcel of land
located on the northwest corner of the intersection of Mississippi and Pacific
Avenues consisting of approximately 11,800 square feet (the "Additional Parcel")
and owns another parcel on Mississippi Avenue adjacent to the Additional Parcel
consisting of approximately 5,750 square feet.
Plaza Associates also owns five parcels of land, aggregating approximately
43,300 square feet, and subleases one parcel consisting of approximately 3,125
square feet. All of such parcels are contiguous and are located along Atlantic
Avenue, in the same block as the Plaza Garage Parcel. They are used for signage
and surface parking and are not encumbered by any mortgage liens other than that
of the Plaza Mortgages.
Warehouse Parcel. Plaza Associates owns a warehouse and office facility
located in Egg Harbor Township, New Jersey, containing approximately 64,000
square feet of space (the "Egg Harbor Parcel"). The Egg Harbor Parcel is
encumbered by a first mortgage having an outstanding principal balance, as of
December 31, 2000, of approximately $1.2 million and is encumbered by the Plaza
Mortgages. This lien is senior to the liens of the Plaza Mortgages. This
facility is currently being utilized by Taj Associates.
21
Plaza Associates has financed or leased and from time to time will finance
or lease its acquisition of furniture, fixtures and equipment. The lien in favor
of any such lender or lessor may be superior to the liens of the Plaza
Mortgages.
Taj Mahal
Taj Associates currently owns the parcels of land which are used in
connection with the operation of the Taj Mahal. Each of these parcels is
encumbered by the mortgages securing the TAC I Notes, TAC II Notes and TAC III
Notes.
The Casino Parcel. The land comprising the Taj Mahal site consists of
approximately 30.0 acres, bounded by the Boardwalk to the south, vacated former
States Avenue to the east, Pennsylvania Avenue to the west and Pacific Avenue to
the north. The Taj Mahal was opened to the public on April 2, 1990.
Taj Entertainment Complex. In connection with the Taj Acquisition, Taj
Associates purchased the Taj Entertainment Complex from Realty Corp. The Taj
Entertainment Complex is a 20,000-square-foot multipurpose entertainment complex
known as the Xanadu Theater with seating capacity for approximately 1,200
people, which can be used as a theater, concert hall, boxing arena or exhibition
hall.
Steel Pier. In connection with the Taj Acquisition, Taj Associates
purchased the approximately 3.6 acre pier and related property located across
the Boardwalk from the Taj Mahal (the "Steel Pier") from Realty Corp. Taj
Associates initially proposed a concept to improve the Steel Pier, the estimated
cost of which improvements was $30.0 million. Such concept was approved by the
New Jersey Department of Environment Protection ("NJDEP"), the agency which
administers the Coastal Area Facilities Review Act ("CAFRA"). A condition
imposed on Taj Associates' CAFRA permit initially required that Taj Associates
begin construction of certain improvements on the Steel Pier by October 1992,
which improvements were to be completed within 18 months of commencement. In
March 1993, Taj Associates obtained a modification of its CAFRA permit providing
for the extensions of the required commencement and completion dates of the
improvements to the Steel Pier for one year based upon an interim use of the
Steel Pier for an amusement park. Taj Associates received additional one-year
extensions of the required commencement and completion dates of the improvements
of the Steel Pier based upon the same interim use of the Steel Pier as an
amusement park pursuant to a sublease ("Pier Sublease") with an amusement park
operator. The Pier Sublease terminates on December 31, 2003, unless extended.
Office and Warehouse Space. Taj Associates owns an office building located
on South Pennsylvania Avenue adjacent to the Taj Mahal. In addition, Taj
Associates, in April 1991, purchased for approximately $1.7 million certain
facilities of Castle Associates which are presently leased to commercial tenants
and used for office space and vehicle maintenance facilities. In connection with
the Taj Acquisition, Taj Associates purchased from Realty Corp. a warehouse
complex of approximately 34,500 square feet. This warehouse complex was sold to
the CRDA in November 1998 as part of the location of a new neighborhood housing
development completed as part of the redevelopment of the road corridors and
adjoining neighborhoods to the Taj Mahal.
In September 1992, Taj Associates entered into a lease agreement with The
Trump-Equitable Fifth Avenue Company, a corporation wholly-owned by Trump (the
"Trump-Equitable Company"), pursuant to which Taj Associates leased office space
in the Trump Tower located in at 725 Fifth Avenue, New York, New York (the
"Trump Tower") for marketing purposes (the "Taj Mahal Trump Tower Lease"). The
monthly payments under the Taj Mahal Trump Tower Lease were $1,000, and the
premises were leased at such rent for four months in 1992, the full 12 months in
each of 1993 and 1994 and eight months in 1995. On September 1, 1995, the Taj
Mahal Trump Tower Lease was renewed for an additional term of five years with an
option for Taj Associates to terminate the Taj Mahal Trump Tower Lease on
September 1st of each year, upon six months' prior written notice and payment of
the six months' rent. Under the renewed Taj Mahal Trump Tower Lease, the monthly
payments were $2,285. In March 2000, THCR assumed this Taj Mahal Trump Tower
Lease and moved to this office space from its previous location in Trump Tower.
See "Executive Compensation-Compensation Committee Interlocks and Insider
Participation."
Parking. The Taj Mahal provides parking spaces for approximately 6,950
cars, of which 6,725 parking spaces are located indoors and 225 are parking
spaces located on land purchased from Realty Corp. in connection with the Taj
Acquisition.
22
Themed Restaurants and Retail Shopping. In February 1996, Hard Rock Cafe
International (N.J.), Inc. ("Hard Rock") entered into a 15-year lease agreement
(the "Hard Rock Cafe Lease") with Taj Associates pursuant to which Hard Rock
leases an approximately 11,500 square-foot space at the Taj Mahal for a Hard
Rock Cafe. The Hard Rock Cafe opened in November 1996. The basic rent under the
Hard Rock Cafe Lease is $750,000 per year, payable in equal monthly
installments, for the first 10 years of the lease term, and will be $825,000 per
year, payable in equal monthly installments, for the remaining five years of the
lease term. In addition, Hard Rock will pay percentage rent in an amount equal
to 10.0% of Hard Rock's annual gross sales in excess of $10.0 million. Hard Rock
has the right to terminate the Hard Rock Cafe Lease on the tenth anniversary
thereof, and also has the option to extend the term of the Hard Rock Cafe Lease
for an additional five-year period at an annual basic rent of $907,500 during
such renewal term.
In January 1996, All Star Cafe, Inc. ("All Star") entered into a
twenty-year lease (the "All Star Cafe Lease") with Taj Associates for the lease
of space at the Taj Mahal to operate an All Star Cafe. The basic rent under the
All Star Cafe Lease was $1.0 million per year, payable in equal monthly
installments. In addition, All Star was to pay percentage rent to Taj Associates
in an amount equal to the difference, if any, between (i) 8.0% of All Star's
gross sales made during each calendar month during the first lease year, 9.0% of
All Star's gross sales made during each calendar month during the second lease
year and 10.0% of All Star's gross sales made during each calendar month during
the third through the twentieth lease years, and (ii) one-twelfth of the annual
basic rent. The All Star Cafe opened in March 1997. In September 1999, an
agreement was reached between Taj Associates, All Star and Planet Hollywood
International, Inc. to terminate the All Star Cafe Lease, effective September
24, 1999. Upon termination of the All Star Cafe Lease, all improvements,
alterations and All Star's personal property, with the exception of specialty
trade fixtures, became the property of Taj Associates. Taj Associates recorded
the estimated $17.2 million fair market value of these assets in other revenue
based on an independent appraisal. Taj Associates has since remodeled the
facility into an entertainment complex called the "Casbah" consisting of a
Boardwalk level bar, a seasonal outdoor dining area with live bands and a
centerpiece high-energy nightclub. The Casbah complex opened in June 2000.
In June 1997, Stage Deli of Atlantic City, Inc. ("Stage Deli") entered
into a ten-year, five-month lease, commencing on July 7, 1997 (the "Stage Deli
Lease"), with Taj Associates for the lease of space at the Taj Mahal for a Stage
Deli of New York Restaurant. Stage Deli has an option to renew the Stage Deli
Lease for an additional five-year term. Commencing September 1, 1998, the Stage
Deli Lease was amended to eliminate the basic rent provisions and provide for
monthly percentage rents of 8.0% or 10.0% of gross monthly sales based on actual
average sales volumes as defined in the Stage Deli Lease.
In February 1997, Time Warner entered into a ten-year lease (the "Time
Warner Taj Lease") with Taj Associates for the lease of space at the Taj Mahal
for a Warner Brothers Studio Store ("Taj Warner Brothers Store"). Time Warner
had an option to renew the Time Warner Taj Lease for two additional five-year
terms. Pursuant to the Time Warner Taj Lease, Time Warner was obligated to pay
to Taj Mahal monthly rent in an amount equal to (i) 7.5% of gross annual sales
up to and including $5.0 million and (ii) 10.0% sales of gross annual sales in
excess of $5.0 million. No minimum or "base" rent was payable under the Time
Warner Taj Lease. Also, pursuant to the Time Warner Taj Lease, Time Warner had
the right to terminate the Time Warner Taj Lease if (i) gross annual sales were
less than $2.5 million for the second year of the lease or less than $2.5
million, as adjusted by CPI, for the third through ninth years of the lease; and
(ii) the Taj Mahal ceased to operate as a first class hotel. The Taj Warner
Brothers Studio Store opened in May 1997. Following the recent merger of Time
Warner with AOL in January 2001, AOL Time Warner has announced its intention of
closing or selling its Warner Brothers Studio Store operations, including the
Taj Warner Brothers Store. Management currently intends to locate a new retail
tenant for this space.
In October 1999, Taj Mahal recently completed its expansion of the retail
shopping area along the length of its parking garage promenade walkway which
immediately adjoins the Taj Mahal's main retail shopping area. The first tenant,
Starbucks, operated by Host International, Inc., opened in September 1996.
Sbarro's, an Italian eatery, operated by Sbarro America Properties, Inc., opened
in October 1998. Boardwalk Treats, Beka's Pastries and a Harley Davidson retail
merchandise outlet opened at various times during 1999. A Sunglass Hut, operated
by Sunglass Hut International, opened in August 1998 in a separate location also
adjoining the Taj Mahal's main retail shopping area. The Taj Mahal's retail
shopping outlets also include an upscale collection of women's and men's
clothing and shoe shops, jewelry stores and a variety of gift and specialty
shops.
23
ITEM 3. LEGAL PROCEEDINGS.
General. From time to time, Trump AC, its partners, certain members of its
former executive committee, and certain of its employees, have been involved in
various legal proceedings. Such persons and entities are vigorously defending
the allegations against them and intend to contest vigorously any future
proceedings. In general, Trump AC has agreed to indemnify such persons against
any and all losses, claims, damages, expenses (including reasonable costs,
disbursements and counsel fees) and liabilities (including amounts paid or
incurred in satisfaction of settlements, judgments, fines and penalties)
incurred by them in said legal proceedings, provided, however, such person acted
in good faith and in a manner he or she reasonably believed to be in or not
opposed to the best interests of Trump AC, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his or her conduct was
unlawful.
Metelman Action. On or about March 20, 2000, Mark Metelman, a stockholder
of THCR, filed a proposed class action on behalf of all THCR stockholders in the
Superior Court of New Jersey, Chancery Division, Atlantic County (Civil Action
No. Atl-C-43-00) against THCR and each member of the Board of Directors of THCR.
The plaintiff claimed that a third party made an offer to purchase THCR, and
that one or more members of the Board of Directors wrongly failed to consider
the supposed offer. The defendants filed a motion to dismiss in lieu of answer.
On July 21, 2000, the Court dismissed plaintiff's Complaint without prejudice.
The Court granted the plaintiffs 10 weeks during which to file an Amended
Complaint, pleading a stockholder derivative action, and effective October 12,
2000, plaintiff filed an Amended Complaint, pleading a stockholder derivative
action. In March 2001, without admitting any wrongdoing or liability, the
parties reached an agreement to settle the case, which is being submitted to the
Court for approval. THCR believes that the settlement will not have a material
adverse effect on THCR's financial condition and operations.
SEC Investigation. The Enforcement Staff (the "Staff") of the Northeast
Regional Office of the Securities and Exchange Commission (the "Commission") has
informed THCR that it is considering recommending that the Commission authorize
the commencement of proceedings against THCR and its former Chief Executive
Officer, charging that they violated the Securities Exchange Act of 1934, as
amended, by issuing on October 25, 1999, a press release that was materially
false and misleading because it failed to disclose that $17.0 million of THCR's
operating income in the third quarter of 1999 came from a one-time gain in
connection with Taj Associates' September 1999 acquisition of the All Star Cafe
restaurant from Planet Hollywood International, Inc. The details of that
transaction, and its effects on THCR's third quarter results, were discussed in
THCR's report on Form 10-Q filed with the Commission on November 4, 1999. The
Staff has indicated to THCR that it may seek authority from the Commission to
seek injunctive relief, a cease and desist order, and/or civil penalties, among
other things.
THCR intends to submit a memorandum to the Commission setting forth the
reasons why it believes that the contemplated proceedings should not be brought.
If, notwithstanding THCR's submission, proceedings are brought against it, THCR
intends to defend them vigorously. There can be no assurances, however, of the
outcome of such proceedings. THCR continues to believe that such proceedings, if
brought, would not have a material adverse effect on its business, operating
results or financial position.
Castle Acquisition. On August 14, 1996, certain stockholders of THCR filed
two derivative actions in the Court of Chancery in Delaware (Civil Action Nos.
15148 and 15160) (the "Delaware cases") against each of the members of the Board
of Directors of THCR, THCR, THCR Holdings, Castle Associates and TCI-II. The
plaintiffs claim that the directors of THCR breached their fiduciary duties in
connection with its acquisition of Castle Associates (the "Castle Acquisition")
by purchasing these interests at an excessive price in a self-dealing
transaction. The complaint sought to enjoin the transaction, and also sought
damages and an accounting. The injunction was never pursued. These plaintiffs
served a notice of dismissal in the Delaware cases on December 29, 1997.
On October 16, 1996, a stockholder of THCR filed a derivative action in
the United States District Court, Southern District of New York (96 Civ. 7820)
against each member of the Board of Directors of THCR, THCR, THCR Holdings,
Castle Associates, TCI, TCI-II, Trump's Castle Hotel & Casino, Inc., a New
Jersey corporation and wholly-owned subsidiary of THCR Holdings ("TCHI") and
Salomon Brothers, Inc ("Salomon"). The plaintiff claimed that certain of the
defendants breached their fiduciary duties and engaged in ultra vires acts in
connection with the Castle Acquisition and that Salomon was negligent in the
issuance of its fairness opinion with respect to the Castle Acquisition. The
plaintiff also alleged violations of the federal securities laws for alleged
omissions and misrepresentations in THCR's proxies, and that Trump, TCI-II and
TCHI breached the acquisition agreement by supplying THCR with untrue
information for inclusion in the proxy statement delivered to THCR's
stockholders in connection with the Castle Acquisition. The plaintiff sought
24
removal of the directors of THCR, and an injunction, rescission and damages.
The Delaware cases were amended and refiled in the Southern District of
New York and consolidated with the federal action for all purposes, including
pretrial proceedings and trial. On or about January 17, 1997, the plaintiffs
filed their Consolidated Amended Derivative Complaint (the "First Amended
Complaint"), reflecting the consolidation. On or about March 24, 1997, the
plaintiffs filed their Second Consolidated Amended Derivative Complaint (the
"Second Amended Complaint"). In addition to the allegations made in the First
Amended Complaint, the Second Amended Complaint claimed that certain of the
defendants breached their fiduciary duties and wasted corporate assets in
connection with a previously contemplated transaction with Colony Capital, Inc.
("Colony Capital"). The Second Amended Complaint also includes claims against
Colony Capital for aiding and abetting certain of those violations. In addition
to the relief sought in the First Amended Complaint, the Second Amended
Complaint sought to enjoin the previously contemplated transaction with Colony
Capital or, if it was effectuated, to rescind it. On March 27, 1997, THCR and
Colony Capital mutually agreed to end negotiations with respect to such
transaction. On June 26, 1997, plaintiffs served their Third Consolidated
Amended Derivative Complaint (the "Third Amended Complaint"), which omitted the
claims against Colony Capital. THCR and the other defendants in the action moved
to dismiss the Third Amended Complaint on August 5, 1997. By decision and order
dated September 21, 2000, the Court denied, in substantial part, the defendants'
motion to dismiss. The Court also granted plaintiffs' application to amend the
Third Amended Complaint. On October 11, 2000, plaintiffs served their Fourth
Consolidated Amended Stockholder's Derivative Complaint (the "Fourth Amended
Complaint"). The defendants served their answers to the Fourth Amended Complaint
on November 17, 2000 and began discovery. The defendants intend to defend
vigorously this litigation. THCR cannot predict, however, the outcome of this
case.
On September 9, 1997, Mirage Resorts, Inc. filed a complaint against Trump,
THCR and Hilton Hotels Corporation, in the United States District Court for the
Southern District of New York (the "New York Action"). The complaint sought
damages for alleged violations of antitrust laws, tortious interference with
prospective economic advantage and tortious inducement of a breach of fiduciary
duties arising out of activities purportedly engaged in by defendants in
furtherance of an alleged conspiracy to impede Mirage's efforts to build a
casino resort in the Marina District. Among other things, Mirage contended that
the defendants filed several frivolous lawsuits and funded others that challenge
the proposed state funding mechanisms for the construction of a proposed roadway
and tunnel that would be paid for chiefly through government funds and which
would link the Atlantic City Expressway with the site of Mirage's proposed new
casino resort. On November 10, 1997, THCR and Trump moved to dismiss the
complaint. On December 18, 1998, the Court denied the motion to dismiss brought
by Trump and THCR. On April 20, 1999, Mirage and an affiliate, the Mirage Casino
Hotel filed a complaint against THCR and other defendants in Nevada State Court
(the "Nevada Action"). The Nevada Action, which was subsequently removed to the
United States District Court for the District of Nevada, sought damages and an
injunction for an alleged misappropriation of trade secrets, intentional
interference with prospective economic advantage and contractual relations and
conspiracy to injure Mirage. On or about February 23, 2000, THCR and Mirage
entered into an agreement to dismiss without prejudice the New York Action and
the Nevada Action against THCR and all of its officers and directors. The
parties exchanged mutual releases and no money was paid by either side. On or
about February 23, 2000, the Court in Nevada dismissed the Nevada Action. On or
about February 29, 2000, the Court in New York dismissed the New York Action.
New York Temporary State Commission on Lobbying. On November 13, 2000,
THCR entered into a Settlement Agreement with the New York Temporary State
Commission on Lobbying regarding alleged deficiencies in reports THCR filed with
the New York Temporary State Commission on Lobbying. THCR paid civil penalties
of an aggregate amount of $250,000 with respect to the alleged filing
deficiencies, and filed an amended semi-annual report.
Various other legal proceedings are now pending against THCR. Management
considers all such proceedings to be ordinary litigation incident to the
character of its business. Management believes that the resolution of these
claims will not, individually or in the aggregate, have a material adverse
effect on its financial condition or results of operations.
From time to time, Plaza Associates and Taj Associates may be involved in
routine administrative proceedings involving alleged violations of certain
provisions of the Casino Control Act. However, management believes that the
final outcome of these proceedings will not, either individually or in the
aggregate, have a material adverse effect on THCR or on the ability of Plaza
Associates or Taj Associates to otherwise retain or renew any casino or other
licenses required under the Casino Control Act for the operation of Trump Plaza
or the Taj Mahal, although no assurances can be given.
25
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matters were submitted by the Registrants to their respective security
holders for a vote during the fourth quarter of 2000.
PART II
ITEM 5. MARKET FOR REGISTRANTS' COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
Trump AC. THCR Holdings has beneficially owned 100.0% of the partnership
interests in Trump AC since June 12, 1995. There is no established trading
market for the equity interests of Trump AC.
Trump AC Funding. Trump AC has owned 100.0% of the common stock of Trump
AC Funding since its formation on January 30, 1996. There is no established
trading market for Trump AC Funding's common stock.
Funding II. Trump AC has owned 100.0% of the common stock of Funding II
since its formation on November 18, 1997. There is no established trading market
for Funding II's common stock.
Funding III. Trump AC has owned 100.0% of the common stock of Funding III
since its formation on November 18, 1997. There is no established trading market
for Funding III's common stock.
ITEM 6. SELECTED FINANCIAL DATA.
The following table sets forth certain historical consolidated financial
information of Trump AC for each of the five years ended December 31, 1996
through 2000 (see Note 1 below).
All financial information should be read in conjunction with "Management's
Discussion and Analysis of Financial Condition and Results of Operations," and
the consolidated and condensed financial statements and the related notes
thereto included elsewhere in this Form 10-K.
26
Years Ended December 31,
-----------------------------------------------------------------------
1996 1997 1998 1999 2000
----------- ----------- ----------- ----------- -----------
(dollars in thousands)
Statement of Operations Data:
Revenues:
Gaming .............................................. $ 752,228 $ 889,116 $ 888,518 $ 867,556 $ 858,473
Other (a) ........................................... 190,995 231,235 220,725 230,606 188,412
----------- ----------- ----------- ----------- -----------
Gross revenues ...................................... 943,223 1,120,351 1,109,243 1,098,162 1,046,885
Promotional allowances .............................. 113,743 138,085 130,151 124,735 113,070
----------- ----------- ----------- ----------- -----------
Net revenues ........................................ 829,480 982,266 979,092 973,427 933,815
----------- ----------- ----------- ----------- -----------
Costs and expenses:
Gaming .............................................. 453,841 555,457 545,204 550,441 529,998
Other ............................................... 54,613 65,462 66,180 66,231 56,613
General and administrative .......................... 147,464 168,143 168,183 173,578 174,125
Depreciation and amortization ....................... 60,870 66,018 61,536 58,615 51,924
Pre-opening ......................................... 4,145 -- -- -- --
Trump World's Fair closing costs (b) ................ -- -- -- 123,959 814
----------- ----------- ----------- ----------- -----------
Total costs and expenses ............................ 720,933 855,080 841,103 972,824 813,474
----------- ----------- ----------- ----------- -----------
Income from operations .............................. 108,547 127,186 137,989 603 120,341
Interest expense, net ............................... (112,122) (141,249) (149,070) (150,363) (149,555)
Other nonoperating income (c) ....................... 14,194 -- -- 417 36
Extraordinary loss (d) .............................. (59,132) -- -- -- --
----------- ----------- ----------- ----------- -----------
Net loss ............................................ $ (48,513) $ (14,063) $ (11,081) $ (149,343) $ (29,178)
=========== =========== =========== =========== ===========
Balance Sheet Data (at end of period):
Cash and cash equivalents ........................... $ 71,320 $ 114,879 $ 80,954 $ 75,061 $ 67,205
Property and equipment, net ......................... 1,456,267 1,460,050 1,432,965 1,322,599 1,290,638
Total assets ........................................ 1,659,006 1,739,073 1,688,606 1,570,866 1,542,446
Total long-term debt, net of current maturities ..... 1,207,795 1,300,027 1,299,217 1,302,824 1,303,019
Total capital ....................................... $ 331,858 $ 327,939 $ 272,759 $ 123,416 $ 94,238
- -----------------
Note 1: On April 17, 1996, as part of the Taj Acquisition, THCR acquired Taj
Associates. In connection with the Taj Acquisition, Taj Associates
became a wholly owned subsidiary of Trump AC. Therefore, the financial
data as of December 31, 1996 includes the operations of Taj Associates
for thE period from the date of acquisition (April 17, 1996) through
December 31, 1996.
(a) On September 15, 1999, an agreement was reached between Taj Associates, All
Star and Planet Hollywood International, Inc. to terminate the All Star
Cafe Lease effective September 24, 1999. Upon termination of the All Star
Cafe Lease, all improvements, alterations and All Star's personal property,
with the exception of specialty trade fixtures, became the property of Taj
Associates. Taj Associates recorded the $17,200,000 estimated fair market
value of these assets in other revenue based on an independent appraisal.
Taj Associates has since remodeled the facility into an entertainment
complex called the "Casbah," consisting of a Boardwalk level bar, a
seasonal outdoor dining area with live bands and a centerpiece high-energy
nightclub. The Casbah complex opened in June 2000.
(b) On October 4, 1999, THCR closed Trump World's Fair. The estimated cost of
closing Trump World's Fair was approximately $124,773,000, which includes
$97,221,000 for the writedown of the net book value of the assets and
$27,552,000 of costs incurred and to be incurred in connection with the
closing and demolition of the building.
(c) Other nonoperating income for the year ended December 31, 1996 includes
$15,000,000 license fee revenue.
(d) The extraordinary loss for the year ended December 31, 1996 relates to the
redemption of the Plaza PIK Notes and Plaza PIK Note Warrants and the
write-off of related unamortized deferred financing costs.
27
ITEM 7. MANAGEMENT'S DISCUSSION & ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS
OF OPERATIONS.
Capital Resources and Liquidity
Cash flows from operating activities are Trump AC's principal source of
liquidity. Trump AC expects to have sufficient liquidity to meet its obligations
during 2001. Cash flow is managed based upon the seasonality of the operations.
Any excess cash flow achieved from operations during peak periods is utilized to
subsidize non-peak periods when necessary.
The indentures under which the TAC Notes were issued restrict the ability
of Trump AC and its subsidiaries to make distributions or pay dividends, as the
case may be, unless certain financial ratios are achieved. In addition, the
ability of Plaza Associates and Taj Associates to make payments of dividends or
distributions (except for payment of interest) through Trump AC to THCR Holdings
may be restricted by the CCC.
Capital expenditures for Trump AC were $21.5 million and $15.1 million for
the years ended December 31, 1999 and 2000, respectively. Capital expenditures
for improvements to Trump Plaza's existing facilities were $10.7 million and
$4.3 million for the years ended December 31, 1999 and 2000, respectively.
Capital expenditures attributable to the Taj Mahal were $9.3 million and $10.1
million for the years ended December 31, 1999 and 2000, respectively.
The ability of the Registrants to pay their indebtedness when due will
depend on the ability of Trump AC to either generate cash from operations
sufficient for such purposes or to refinance such indebtedness on or before the
date on which it becomes due. Cash flow from operations may not be sufficient to
repay a substantial portion of the principal amount of the debt at maturity. The
future operating performance of Trump AC and its ability to refinance its debt
will be subject to the then prevailing economic conditions, industry conditions
and numerous other financial, business and other factors, many of which are
beyond the control of Trump AC. There can be no assurance that the future
operating performance of Trump AC will be sufficient to meet these repayment
obligations or that the general state of the economy, the status of the capital
markets or the receptiveness of the capital markets to the gaming industry will
be conducive to refinancing this debt or other attempts to raise capital.
Results of Operations for the Years Ended December 31, 1999 and 2000
The financial information presented below reflects the results of
operations of Plaza Associates and Taj Associates. Because Trump AC has no
business operations other than its interest in Plaza Associates and Taj
Associates, its results of operations are not discussed below.
28
The following table includes selected data of Plaza Associates and Taj
Associates for the years ended December 31, 1999 and 2000 (Trump AC also
includes TCS, which is not separately disclosed):
Year Ended December 31,
------------------------------------------------------------------------
1999 2000 1999 2000 1999 2000
Plaza Plaza Taj Taj Total Total
Associates Associates Associates Associates Trump AC Trump AC
---------- ---------- ---------- ---------- -------- --------
(in millions)
Revenues:
Gaming .............................. $ 354.5 $ 320.2 $ 513.1 $ 538.3 $ 867.6 $ 858.5
Other (a) ........................... 97.8 75.3 132.8 113.1 230.6 188.4
------- ------- ------- ------- -------- --------
Gross Revenues ...................... 452.3 395.5 645.9 651.4 1,098.2 1,046.9
Less: Promotional Allowances ........ 59.8 50.0 64.9 63.0 124.7 113.0
------- ------- ------- ------- -------- --------
Net Revenues ........................ 392.5 345.5 581.0 588.4 973.5 933.9
------- ------- ------- ------- -------- --------
Costs & Expenses:
Gaming .............................. 215.2 212.7 335.2 317.3 550.4 530.0
General & Administrative ............ 76.4 72.5 97.1 101.6 173.6 174.1
Depreciation & Amortization ......... 21.9 16.3 36.7 35.6 58.6 51.9
Trump World's Fair closing .......... 124.0 0.8 -- -- 124.0 0.8
Other ............................... 30.0 20.5 36.3 36.1 66.2 56.7
------- ------- ------- ------- -------- --------
Total Costs and Expenses ............ 467.5 322.8 505.3 490.6 972.8 813.5
------- ------- ------- ------- -------- --------
Income (loss) from Operations ....... (75.0) 22.7 75.7 97.8 0.7 120.4
------- ------- ------- ------- -------- --------
Non Operating Income ................ 1.1 1.1 2.1 2.2 3.8 4.1
Interest Expense .................... (47.5) (47.8) (93.6) (93.4) (153.8) (153.7)
------- ------- ------- ------- -------- --------
Total Non Operating Expense ......... (46.4) (46.7) (91.5) (91.2) (150.0) (149.6)
------- ------- ------- ------- -------- --------
Net Income/(loss) ................... $(121.4) $ (24.0) $ (15.8) $ 6.6 $ (149.3) $ (29.2)
======= ======= ======= ======= ======== ========
- --------------
(a) On September 15, 1999, an agreement was reached between Taj Associates, All
Star and Planet Hollywood International, Inc. to terminate the All Star
Cafe Lease effective September 24, 1999. Upon termination of the All Star
Cafe Lease, all improvements, alterations and All Star's personal property,
with the exception of specialty trade fixtures, became the property of Taj
Associates. Taj Associates recorded the $17,200,000 estimated fair market
value of these assets in other revenue based on an independent appraisal.
Taj Associates has since remodeled the facility into an entertainment
complex called the "Casbah," consisting of a Boardwalk level bar, a
seasonal outdoor dining area with live bands and a centerpiece high-energy
nightclub. The Casbah complex opened in June 2000.
29
Year Ended December 31,
-----------------------------------------------------------------------------
1999 2000 1999 2000 1999 2000
Plaza Plaza Taj Taj Total Total
Associates Associates Associates Associates Trump AC Trump AC
---------- ---------- ---------- ---------- -------- --------
(in millions)
Table Game Revenues ............... $ 97.6 $ 93.1 $ 173.3 $ 182.2 $ 270.8 $ 275.3
Incr (Decr) over Prior Period ..... $ (4.5) $ 8.9 $ 4.5
Table Game Drop ................... $ 631.5 $ 648.7 $1,079.4 $1,071.2 $1,710.9 $1,719.9
Incr (Decr) over Prior Period ..... $ 17.2 $ (8.2) $ 9.0
Table Win Percentage .............. 15.4% 14.4% 16.1% 17.0% 15.8% 16.0%
Incr (Decr) over Prior Period ..... (1.0)pts 0.9 pts 0.2 pts
Number of Table Games ............. 98 96 143 143 241 239
Incr (Decr) over Prior Period ..... (2) -- (2)
Slot Revenues ..................... $ 256.9 $ 227.0 $ 317.1 $ 333.7 $ 574.0 $ 560.7
Incr (Decr) over Prior Period ..... $ (29.9) $ 16.6 $ (13.3)
Slot Handle ....................... $3,250.3 $2,905.9 $3,996.9 $4,313.2 $7,247.2 $7,219.1
Incr (Decr) over Prior Period ..... $ (344.4) $ 316.3 $ (28.1)
Slot Win Percentage ............... 7.9% 7.8% 7.9% 7.7% 7.9% 7.8%
Incr (Decr) over Prior Period ..... (0.1)pts (0.2)pts (0.1)pts
Number of Slot Machines ........... 3,807 2,839 4,452 4,557 8,259 7,396
Incr (Decr) over Prior Period ..... (968) 105 (863)
Poker Revenues .................... -- -- $ 20.0 $ 19.9 $ 20.0 $ 19.9
Incr (Decr) over Prior Period ..... -- $ (0.1) $ $ (0.1)
Number of Poker Tables ............ -- -- 67 67 67 67
Incr (Decr) over Prior Period..... -- -- --
Other Gaming Revenues ............. -- -- $ 2.7 $ 2.5 $ 2.7 $ 2.5
Incr (Decr) over Prior Period ..... -- $ (0.2) $ (0.2)
Total Gaming Revenues ............. $ 354.5 $ 320.1 $ 513.1 $ 538.3 $ 867.5 $ 858.4
Incr (Decr) over Prior Period ..... $ (34.4) $ 25.2 $ (9.1)
Number of Guest Rooms ............. 1,283 904 1,250 1,250 2,533 2,154
Occupancy Rate .................... 89.9% 88.8% 95.2% 93.3% 92.5% 91.4%
Average Daily Rate (Room Revenue) . $ 84.25 $ 80.29 $ 88.81 $ 84.47 $ 86.56 $ 82.38
Gaming revenues are the primary source of Trump AC's revenues. Table game
revenues increased approximately $4.5 million or 1.7% from the comparable period
in 1999 due to increased volumes and an improved table win percentage at the Taj
Mahal. Overall Trump AC's table win percentage increased to 16.0% from 15.8% in
the comparable period in 1999. Table game revenues represent the amount retained
by Trump AC from amounts wagered at table games. The table win percentage tends
to be fairly constant over the long term, but may vary significantly in the
short term, due to large wagers by "high rollers". The Atlantic City industry
table win percentages were 15.3% and 15.4% for the years ended December 31, 1999
and 2000, respectively.
30
Slot revenues decreased approximately $13.3 million or 2.3% from the
comparable period in 1999. Slot revenues at the Taj Mahal increased
approximately $16.6 million or 5.2% from the comparable period in 1999 but were
offset by a decline at Trump Plaza due to the closing of Trump World's Fair.
Other non-gaming revenues and their associated expenses, as well as
Depreciation & Amortization were reduced from the comparable period in 1999 due
to the closing of Trump World's Fair. Additionally, 1999 Other non-gaming
revenues at the Taj Mahal included a one time nonrecurring gain on the
acquisition of the All Star Cafe in the amount of $17.2 million.
Gaming costs and expenses decreased approximately $20.4 million from the
comparable period in 1999. Gaming costs and expenses at the Trump Plaza
decreased approximately $2.5 million or 1.2% due to the closing of Trump World's
Fair offset by increases in Promotional Costs. Gaming cost and expenses at the
Taj Mahal decreased approximately $17.9 million or 5.3% due primarily to reduced
gaming bad debt expenses.
General and Administrative expenses increased approximately $0.5 million
from the comparable period in 1999. General and Administrative expenses at Trump
Plaza decreased approximately $3.9 million or 5.1% from the comparable period in
1999 due to the closing of Trump World's Fair. Expenses at the Taj Mahal
increased approximately $4.5 million or 4.6% from the comparable period in 1999
primarily due to additional entertainment costs resulting from a higher ratio of
cash to complimentary ticket sales, CRDA donations as well as increases in
regulatory costs, utilities expense, real estate taxes and insurance reserves.
Results of Operations for the Years Ended December 31, 1998 and 1999
The financial information presented below reflects the results of
operations of Plaza Associates and Taj Associates. Because Trump AC has no
business operations other than its interest in Plaza Associates and Taj
Associates its results of operations are not discussed below.
31
The following table includes selected data of Plaza Associates and Taj
Associates for the years ended December 31, 1998 and 1999 (Trump AC also
includes TCS, which is not separately disclosed):
Year Ended December 31,
---------------------------------------------------------------------------------
1998 1999 1998 1999 1998 1999
Plaza Plaza Taj Taj Total Total
Associates Associates Associates Associates Trump AC Trump AC
---------------------------------------------------------------------------------
(in millions)
Revenues:
Gaming ...................... $ 374.5 $ 354.5 $ 514.0 $ 513.1 $ 888.5 $ 867.6
Other(a) .................... 101.6 97.8 119.1 132.8 220.7 230.6
-------- -------- -------- -------- ---------- ----------
Gross Revenues .............. 476.1 452.3 633.1 645.9 1,109.2 1,098.2
Less: Promotional Allowances 63.4 59.8 66.7 64.9 130.1 124.7
-------- -------- -------- -------- ---------- ----------
Net Revenues ................ 412.7 392.5 566.4 581.0 979.1 973.5
-------- -------- -------- -------- ---------- ----------
Costs & Expenses:
Gaming ...................... 228.8 215.2 316.4 335.2 545.2 550.4
General & Administrative .... 79.1 76.4 89.2 97.1 168.6 173.6
Depreciation & Amortization . 24.7 21.9 36.4 36.7 61.1 58.6
Trump World's Fair closing .. -- 124.0 -- -- -- 124.0
Other ....................... 32.4 30.0 33.8 36.3 66.2 66.2
-------- -------- -------- -------- ---------- ----------
Total Costs and Expenses .... 365.0 467.5 475.8 505.3 841.1 972.8
-------- -------- -------- -------- ---------- ----------
Income (loss) from Operations 47.7 (75.0) 90.6 75.7 138.0 0.7
-------- -------- -------- -------- ---------- ----------
Non Operating Income ........ 1.4 1.1 2.4 2.1 5.5 3.8
Interest Expense ............ (47.7) (47.5) (94.1) (93.6) (154.6) (153.8)
-------- -------- -------- -------- ---------- ----------
Total Non Operating Expense . (46.3) (46.4) (91.7) (91.5) (149.1) (150.0)
-------- -------- -------- -------- ---------- ----------
Net Income (Loss) ........... $ 1.4 $ (121.4) $ (1.1) $ (15.8) $ (11.1) $ (149.3)
======== ======== ======== ======== ========== ==========
- ---------
(a) On September 15, 1999, an agreement was reached between Taj Associates, All
Star and Planet Hollywood International, Inc. to terminate the All Star
Cafe Lease effective September 24, 1999. Upon termination of the All Star
Cafe Lease, all improvements, alterations and All Star's personal property,
with the exception of specialty trade fixtures, became the property of Taj
Associates. Taj Associates recorded the $17,200,000 estimated fair market
value of these assets in other revenue based on an independent appraisal.
Taj Associates has since remodeled the facility into an entertainment
complex called the "Casbah," consisting of a Boardwalk level bar, a
seasonal outdoor dining area with live bands and a centerpiece high-energy
nightclub. The Casbah complex opened in June 2000.
32
Year Ended December 31,
-----------------------------------------------------------------------------
1998 1999 1998 1999 1998 1999
Plaza Plaza Taj Taj Total Total
Associates Associates Associates Associates Trump AC Trump AC
---------- ---------- ---------- ---------- -------- --------
(in millions)
Table Game Revenues ............. $ 102.4 $ 97.6 $ 198.6 $ 173.3 $ 301.0 $ 270.8
Incr (Decr) over Prior Period ... $ (4.8) $ (25.3) $ (30.2)
Table Game Drop ................. $ 643.0 $ 631.5 $ 1,204.8 $ 1,079.4 $ 1,847.8 $ 1,710.9
Incr (Decr) over Prior Period ... $ (11.5) $ (125.4) $ (136.9)
Incr (Decr) over Prior Period ... 15.9% 15.4% 16.5% 16.1% 16.3% 15.8%
Table Win Percentage ............ (0.5) pts (0.4) pts (0.5) pts
Number of Table Games ........... 108 98 147 143 255 241
Incr (Decr) over Prior Period ... (10) (4) (14)
Slot Revenues ................... $ 272.1 $ 256.9 $ 295.0 $ 317.1 $ 567.1 $ 574.0
Incr (Decr) over Prior Period ... $ (15.2) $ 22.1 $ 6.9
Slot Handle ..................... $ 3,366.8 $ 3,250.3 $ 3,623.7 $ 3,996.9 $ 6,990.5 $ 7,247.2
Incr (Decr) over Prior Period ... $ (116.5) $ 373.2 $ 256.7
Slot Win Percentage ............. 8.1% 7.9% 8.1% 7.9% 8.1% 7.9%
Incr (Decr) over Prior Period ... (0.2) pts (0.2) pts (0.2) pts
Number of Slot Machines ......... 4,144 3,807 4,152 4,452 8,296 8,259
Incr (Decr) over Prior Period ... (337) 300 (37)
Poker Revenues .................. -- -- $ 17.6 $ 20.0 $ 17.6 $ 20.0
Incr (Decr) over Prior Period ... -- $ 2.4 $ 2.4
Number of Poker Tables .......... -- -- 64 67 64 67
Incr (Decr) over Prior Period ... -- 3 3
Other Gaming Revenues ........... -- -- $ 2.8 $ 2.7 $ 2.8 $ 2.7
Incr (Decr) over Prior Period ... -- $ (0.1) $ (0.1)
Total Gaming Revenues ........... $ 374.5 $ 354.5 $ 514.0 $ 513.1 $ 888.5 $ 867.5
Incr (Decr) over Prior Period ... $ (20.0) $ (0.9) $ (21.0)
Number of Guest Rooms ........... 1,404 1,283 1,250 1,250 2,654 2,533
Occupancy Rate .................. 86.4% 89.9% 92.0% 95.2% 89.0% 92.5%
Average Daily Rate (Room Revenue) $ 79.78 $ 84.25 $ 99.50 $ 88.81 $ 89.38 $ 86.56
Gaming revenues are the primary source of Trump AC's revenues. The year
over year decrease in gaming revenues was due primarily to a decrease in slot
revenues at Trump Plaza due to the closure of Trump World's Fair on October 4,
1999. Plaza Associates' slot revenues declined $15.2 million or 5.6% for the
year ended December 31, 1999 from the comparable period in 1998.
For the year ended December 31, 1999 table game revenues at the Taj Mahal
reflected a $25.3 million decrease from the year ended December 31, 1998 which
was generally offset by a $22.1 million increase in slot revenues. The
33
increase in slot revenues was due to increased marketing initiatives directed
toward slot customers. The decrease in table games revenue was a result of a
decline in high-end international table game players due to Asian economic
conditions, as well as a decline in the table win percentage to 16.1% for the
year ended December 31, 1999 from 16.5% in 1998. The table win percentage
decline resulted in a reduction in table game revenues of approximately $4.3
million of the $25.3 million decline. Table games revenues represent the amount
retained by Trump AC from amounts wagered at table games. The table win
percentage tends to be fairly constant over the long term, but may vary
significantly in the short term, due to large wagers by high rollers. The
Atlantic City industry table win percentages were 15.3% and 15.3% for the years
ended December 31, 1998 and 1999, respectively.
All Star had entered into the All Star Cafe Lease with Taj Associates for
the lease of space at the Taj Mahal to operate an All Star Cafe. The basic rent
under the All Star Cafe Lease was $1.0 million per year, paid in equal monthly
installments. In addition, All Star was to pay Percentage Rent (as defined).
On September 15, 1999 an agreement was reached between Taj Associates, All
Star and Planet Hollywood International, Inc. to terminate the All Star Cafe
Lease effective September 24, 1999. Upon termination of the All Star Cafe Lease,
all improvements, alterations and All Star's personal property, with the
exception of specialty trade fixtures, became the property of Taj Associates.
Taj Associates recorded the $17.2 million estimated fair market value of these
assets in other revenue based on an independent appraisal.
Taj Associates has since remodeled the facility into an entertainment
complex called the "Casbah," consisting of a Boardwalk level bar, a seasonal
outdoor dining area with live bands and a centerpiece high-energy nightclub. The
Casbah complex opened in June 2000.
Gaming costs and expenses increased $5.2 million or 1.0% for the year ended
December 31, 1999 from the comparable period in 1998 due primarily to additional
casino bad debt provisions at the Taj Mahal. The casino bad debt provisions at
the Taj Mahal were made after appropriate legal advice had been obtained which
indicated the likelihood of collection was remote. Trump AC's policy is to
aggressively pursue collection issues regarding markers if such issues occur.
These costs were offset by reductions in costs and expenses at Trump Plaza due
to the closure of Trump World's Fair on October 4, 1999.
General and administrative costs and expenses increased $5.0 million or
3.0% for the year ended December 31, 1999 from the comparable period in 1998 due
primarily to charges at the Taj Mahal related to employee severance charges and
litigation settlement reserves.
On October 4, 1999, THCR closed Trump World's Fair. Management estimates
that the cost of closing Trump World's Fair will be approximately $124.0
million, which includes $97.2 million for the writedown of the net book value of
the assets and $26.8 million of costs incurred and to be incurred in connection
with the closing and demolition of the building.
Seasonality
The gaming industry in Atlantic City is seasonal, with the heaviest
activity occurring during the period from May through September. Consequently,
Trump AC's operating results during the two quarters ending in March and
December would not likely be as profitable as the two quarters ending in June
and September.
Inflation
There was no significant impact on operations as a result of inflation
during 1998, 1999 or 2000.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Management has reviewed the disclosure requirements for Item 7A and, based
upon the Registrants' current capital structure, scope of operations and
financial statement structure, management believes that such disclosure is not
warranted at this time. Since conditions may change, the Registrants' will
periodically review its compliance with this disclosure requirement to the
extent applicable.
34
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
An index to financial statements and required financial statement
schedules is set forth in Item 14 of this Form 10-K.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
35
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANTS.
Management of Trump AC, Trump AC Funding, Funding II and Funding III
THCR is the sole general partner of THCR Holdings. As the sole general
partner of THCR Holdings, THCR generally has the exclusive rights,
responsibilities and discretion in the management and control of THCR Holdings.
THCR Holdings owns 100.0% of Trump AC, directly and through its ownership of
Trump AC Holding. Trump AC Funding, Funding II and Funding III are wholly owned
subsidiaries of Trump AC. Trump AC and TACC are the general partners of Plaza
Associates and Taj Associates. The Board of Directors of each of Trump AC
Funding, Funding II and Funding III consists of Messrs. Trump, Robert M. Pickus,
Wallace B. Askins and Don M. Thomas. The TAC I Note Indenture, TAC II Note
Indenture and TAC III Note Indenture each requires that two directors of Trump
AC Funding, Funding II and Funding III be persons who would qualify as
"Independent Directors" as such term is defined by the rules of the American
Stock Exchange, Inc. ("Amex") (the "Independent Directors"). The Amex rules
define "Independent Directors" as those who are not officers of the company, are
neither related to its officers nor represent concentrated family holdings of
its shares and who, in view of the company's Board of Directors, are free of any
relationship that would interfere with the exercise of independent judgment.
Messrs. Askins and Thomas are deemed to be Independent Directors.
Set forth below are the names, ages, positions and offices held with the
Registrants and a brief account of the business experience during the past five
years of each member of the board of directors of Trump AC Funding, Funding II
and Funding III and of the executive officers of the Registrants.
Position(s) and Office(s) with:
--------------------------------------------------------------------------------------------
Name Trump AC Trump AC Funding Funding II Funding III
- ---- --------- ---------------- ---------- -----------
Donald J. Trump ......... President and Chief Chairman, President Chairman, President Chairman, President
Executive Officer and Chief Executive and Chief Executive and Chief Executive
Officer Officer Officer
Mark A. Brown ........... Chief Operating - - -
Officer
Robert M. Pickus ........ Executive Vice Secretary and Secretary and Secretary and Director
President and Director Director
Secretary
Francis X. McCarthy, Jr. Executive Vice Executive Vice Executive Vice Executive Vice
President of Corp. President of Corp. President of Corp. President of Corp.
Fin. and Chief Fin. and Chief Fin. and Chief Fin. and Chief
Financial Officer Financial Officer Financial Officer Financial Officer
John P. Burke ........... Executive Vice Treasurer Treasurer Treasurer
President and
Corporate Treasurer
Joseph A. Fusco ......... Executive Vice - - -
President of
Government
Relations/Regulatory
Affairs
Wallace B. Askins ....... - Director Director Director
Don M. Thomas ........... - Director Director Director
36
Donald J. Trump (54 years old) has been the Chairman of the Board of THCR
---------------
and THCR Funding since their formation in 1995, and has been serving as the
President and Chief Executive Officer of THCR, THCR Funding and THCR Holdings
since June 2000. Trump was a 50.0% stockholder, the Chairman of the Board of
Directors, President and Treasurer of Trump Plaza GP, a New Jersey corporation
("Trump Plaza GP"), until June 1993. Trump was Chairman of the Executive
Committee and President of Plaza Associates from May 1986 to May 1992, and was
the managing general partner of Plaza Associates until June 1993. Trump has been
the Chairman of the Board of Directors of Trump AC Holding since February 1993,
served as the President of Trump AC Holding from February 1993 until December
1997 and has been serving as President of Trump AC Holding since June 2000.
Trump was a partner in Trump AC from February 1993 until June 1995. Trump has
been Chairman of the Board of Directors of Trump AC Funding since its formation
in January 1996 and the Chairman of the Board of Directors of Funding II and
Funding III since their formation in November 1997. Since June 2000, Trump has
also been serving as the President and Chief Executive Officer of Trump AC,
Trump AC Funding, Funding II and Funding III. Trump has been Chairman of the
Board of Directors of THCR Holding Corp. and THCR/LP since October 1991;
President and Treasurer of THCR Holding Corp. since March 1991; President and
Treasurer of THCR/LP since June 2000; Chairman of the Board of Directors,
President and Treasurer of TCI since June 1988; Chairman of the Executive
Committee of Taj Associates from June 1988 to October 1991 and Chief Executive
Officer since June 2000; and President and sole Director of Realty Corp. since
May 1986. Trump has been the sole director of TACC since March 1991. Trump was
President and Treasurer of TACC from March 1991 until December 1997, and has
been the President of TACC since June 2000. Trump has been the Chairman of the
Board of Directors, President and Treasurer of Plaza Funding since its formation
in March 1986. Trump has been the sole director of Trump Indiana since its
formation, and has been the President and Chief Executive Officer of Trump
Indiana since June 2000. Trump has been Chairman of the Board of Partner
Representatives of Castle Associates since May 1992; and was Chairman of the
Executive Committee of Castle Associates from June 1985 to May 1992. Trump is
the Chairman of the Board of Directors of Trump's Castle Funding, Inc., a New
Jersey corporation and wholly-owned subsidiary of Castle Associates ("Castle
Funding"), served as President and Treasurer of Castle Funding until April 1998,
and has served as President and Chief Executive Officer of Castle Funding since
June 2000. Trump has served as the Chairman of the Board of Directors of TCHI
since its formation in March 1985, and has been the President and Chief
Executive Officer of TCHI since June 2000. Trump has been the President,
Treasurer, sole director and sole stockholder of TCI and TCI-II since their
formation in June 1988 and November 1991, respectively. Trump has been a
Director of THCR Enterprises, Inc., a Delaware corporation ("THCR Enterprises"),
since its formation in January 1997 and has served the President of THCR
Enterprises since June 2000. Trump is also the President of The Trump
Organization, Inc. which has been in the business, through its affiliates and
subsidiaries, of acquiring, developing and managing real estate properties for
more than the past five years. Trump was a member of the Board of Directors of
Alexander's Inc. from 1987 to March 1992.
Mark A. Brown (40 years old) was appointed Chief Operating Officer of THCR
-------------
and Trump AC effective June 13, 2000, at which time he was also appointed Chief
Executive Officer of each of Taj Associates, Plaza Associates, Castle Associates
and Trump Indiana, subject to necessary licensing by the Indiana Gaming
Commission. Mr. Brown served as President and Chief Operating Officer of Taj
Associates since January 2000. Mr. Brown was President and Chief Operating
Officer of Castle Associates from November 1997 until his transfer to Taj
Associates, Executive Vice President of Operations of Castle Associates from
July 1995 until November 1997 and Vice President of TCHI until his transfer to
Taj Associates. From 1993 until 1995, Mr. Brown served as Senior Vice President
of Eastern Operations for Caesar's World Marketing Corporation, National and
International Divisions. Prior to that, Mr. Brown served as Vice President of
Casino Operations at the Taj Mahal from 1989 until 1993. From 1979 until 1989,
Mr. Brown worked for Resorts International Hotel Casino departing as Casino
Shift Manager.
Robert M. Pickus (46 years old) has been the Executive Vice President,
----------------
General Counsel and Secretary of THCR since its formation in 1995. He has also
been the Executive Vice President of Corporate and Legal Affairs of Plaza
Associates since February 1995. Since April 2000, Mr. Pickus has been serving as
the Executive Vice President and General Counsel of each of THCR Holdings and
Trump AC. Mr. Pickus served as the President of TCS from April 2000 until TCS
was merged into Taj Associates on December 31, 2000. From December 1993 to
February 1995, Mr. Pickus was the Senior Vice President and General Counsel of
Plaza Associates. Mr. Pickus served as the Assistant Secretary of Trump AC
Holding from April 1994 until February 1998. Since February 1998, Mr. Pickus has
served as the Secretary of Trump AC Holding. Mr. Pickus has been the Secretary
and a director of Trump AC Funding since its formation in January 1996, the
Secretary and a director of Funding II and Funding III since their formation in
November 1997, the Vice President and Secretary of Plaza Funding since its
inception in March 1986, the Executive Vice President and Secretary of Trump
Indiana since its inception in December 1992, the Executive Vice President of
Corporate and Legal Affairs of Taj Associates since February 1995, and a
Director of THCR Holding Corp. and THCR/LP from November 1995 through May 2000.
37
Mr. Pickus has been the Secretary of THCR Holding Corp. since January 1997 and
the Secretary and Vice President of THCR/LP since June 2000. He was the Senior
Vice President and Secretary of Castle Funding from June 1988 to December 1993
and General Counsel of Castle Associates from June 1985 to December 1993. Mr.
Pickus has served as the Secretary of Castle Funding since April 1998. Mr.
Pickus served as the Assistant Secretary of TACC until February 1998. Since
February 1998, Mr. Pickus has served as the Secretary of TACC. Mr. Pickus was
also Secretary of TCHI from October 1991 until December 1993. Mr. Pickus is a
director of TCHI, and has served as the Assistant Secretary of TCHI from
February 1998 until April 1998. Since April 1998, Mr. Pickus has served as the
Secretary of TCHI. Mr. Pickus has been the Executive Vice President of Corporate
and Legal Affairs of Castle Associates since February 1995, Secretary of Castle
Associates since February 1996 and a member of the Board of Partner
Representatives of Castle Associates since October 1995. Mr. Pickus has been the
Vice President, Secretary and Director of THCR Enterprises since January 1997,
and had been the Executive Vice President of TCS since its inception in June
1996 until April 2000. Mr. Pickus has been admitted to practice law in the
states of New York and New Jersey since 1980, and in the Commonwealth of
Pennsylvania since 1981.
Francis X. McCarthy, Jr. (48 years old) has served as the Executive Vice
------------------------
President of Corporate Finance and Chief Financial Officer of THCR, THCR
Holdings and THCR Funding since September 1998. Mr. McCarthy has also served as
the Chief Financial Officer of Trump AC, Trump AC Funding, Funding II and
Funding III since September 1998 and served as the Chief Financial Officer,
Chief Accounting Officer and Assistant Treasurer of Castle Funding since August
2000 and as the Chief Financial Officer of Castle Associates since August 2000.
Mr. McCarthy served as the Executive Vice President of Corporate Finance of TCS
from October 1996 until TCS was merged into Taj Associates on December 31, 2000.
Mr. McCarthy was Vice President of Finance and Accounting of Trump Plaza GP from
October 1992 until June 1993, Senior Vice President of Finance and
Administration of Plaza Associates from August 1990 to June 1994 and Executive
Vice President of Finance and Administration of Plaza Associates from June 1994
to October 1996. Mr. McCarthy previously served in a variety of financial
positions for Greate Bay Hotel and Casino, Inc. from June 1980 through August
1990.
John P. Burke (53 years old) served as the Senior Vice President of
-------------
Corporate Finance of THCR from January 1996 to June 1997. Mr. Burke served as
the Senior Vice President of THCR, THCR Holdings and THCR Funding from June 1997
to January 1999. Mr. Burke has served as Executive Vice President of THCR, THCR
Holdings, THCR Funding and Trump AC since January 1999. Mr. Burke has been the
Corporate Treasurer of THCR, THCR Holdings, THCR Funding and Trump AC since
their formation in 1995. He has also been Corporate Treasurer of Plaza
Associates and Taj Associates since October 1991. Mr. Burke has been the
Treasurer of Trump Indiana since its formation in December 1992. Mr. Burke has
been Treasurer of Trump AC Funding since its formation in January 1996 and
Treasurer of Funding II and Funding III since their formation in November 1997.
Mr. Burke has been Treasurer of TACC since February 1998. Mr. Burke was a
Director of THCR/LP and THCR Holding Corp. from October 1991 to April 1996 and
Vice President of THCR/LP until June 1995. Mr. Burke has served as the Assistant
Treasurer of THCR Holding Corp. and THCR/LP since February 1998. Mr. Burke has
been the Corporate Treasurer of Castle Associates since October 1991, the Vice
President of Castle Associates, Castle Funding, TCI-II and TCHI since December
1993, Assistant Treasurer of TCHI since April 1998, Treasurer of Castle Funding
since April 1998, a member of the Board of Partner Representatives of Castle
Associates since March 1997 and the Vice President of Finance of The Trump
Organization since September 1990. Mr. Burke was an Executive Vice President and
Chief Administrative Officer of Imperial Corporation of America from April 1989
through September 1990. Mr. Burke has been the Vice President and Treasurer of
THCR Enterprises since January 1997.
Joseph A. Fusco (56 years old) has been the Executive Vice President of
---------------
Government Relations & Regulatory Affairs of THCR, THCR Holdings and Trump AC
since June 1996 and of TCS from July 1996 until TCS was merged into Taj
Associates on December 31, 2000. From August 1985 to June 1996, Mr. Fusco
practiced law as a partner in various Atlantic City law firms specializing in
New Jersey casino regulatory, commercial and administrative law matters, most
recently from January 1994 to June 1996 as a partner in the law firm of Sterns &
Weinroth, P.C., located in Atlantic City. Mr. Fusco previously served as
Atlantic County Prosecutor, a Gubernatorial appointment, from April 1981 to July
1985 and as Special Counsel for Licensing for the CCC from the inception of that
agency in September 1977 to March 1981. He has been admitted to practice law in
the state of New Jersey since 1969.
Wallace B. Askins (70 years old) has been a director of THCR and THCR
-----------------
Funding since June 1995. He has also been a director of Trump AC Holding since
April 1994, and was a partner representative of the Board of Partner
Representatives of Castle Associates from May 1992 to June 1995. Mr. Askins has
been a director of Trump AC Funding since April 1996 and a director of Funding
II and Funding III since December 1997. Mr. Askins served as a director of
38
TCI-II from May 1992 to December 1993. From June 1984 to November 1992, Mr.
Askins served as Executive Vice President, Chief Financial Officer and as a
director of Armco Inc. Mr. Askins also serves as a director of EnviroSource,
Inc.
Don M. Thomas (70 years old) has been a director of THCR and THCR Funding
-------------
since June 1995. Mr. Thomas has been a director of Trump AC Funding since April
1996 and a director of Funding II and Funding III since December 1997. He has
also been the Senior Vice President of Corporate Affairs of the Pepsi-Cola
Bottling Co. of New York since January 1985. Mr. Thomas was the acting Chairman,
and a Commissioner, of the CRDA from 1985 through 1987, and a Commissioner of
the CCC from 1980 through 1984 during a portion of which time Mr. Thomas served
as acting Chairman of the CCC. Mr. Thomas was a director of Trump Plaza GP until
June 1993 and has been a director of Trump AC Holding since June 1993. Mr.
Thomas is an attorney licensed to practice law in the state of New York.
The officers of the Registrants serve at the pleasure of the Board of
Directors of THCR, subject to any contractual rights contained in any employment
agreement. See "Executive Compensation; Employment Agreements, Termination of
Employment and Change-in-Control Arrangements."
All of the persons listed above are citizens of the United States and have
been qualified or licensed by the CCC. THCR is the general partner of THCR
Holdings. As the sole general partner of THCR Holdings, THCR generally has the
exclusive rights, responsibilities and discretion in the management and control
of THCR Holdings.
Management of Plaza Associates
Trump AC is the managing general partner of Plaza Associates. Trump AC
Holding is the managing general partner of Trump AC. The Board of Directors of
Trump AC Holding consists of Messrs. Trump (Chairman), Askins and Thomas.
Set forth below are the names, ages, positions and offices held with Plaza
Associates and a brief summary of the business experience during the past five
years of each of the executive officers of Plaza Associates other than those who
are also directors or executive officers of the Registrants.
Lawrence J. Mullin (38 years old) joined Castle Associates as Vice
------------------
President of Slot Operations and Marketing in August 1995. From January 1 to May
31, 2000, Mr. Mullin served as the President and Chief Operating Officer of
Castle Associates, and has recommenced such position since January 1, 2001. In
the interim period of June 1, 2000 to December 31, 2000, Mr. Mullin served as
the President and Chief Operating Officer of Plaza Associates. Mr. Mullin also
serves as Vice President of TCHI as well as Vice President and Assistant
Secretary of Castle Funding. From 1998 to 2000, Mr. Mullin served as Senior Vice
President of Marketing of Castle Associates. From 1992 to 1995, Mr. Mullin
served as Vice President of Slot and Casino Marketing at the Taj Mahal.
Matthew A. Harkness (44 years old) has been the Chief Operating Officer of
-------------------
Plaza Associates since January 2001. Mr. Harkness served as Senior Vice
President of Marketing at the Taj Mahal throughout 2000. From September 1995 to
December 1999, Mr. Harkness served as the Executive Director of Marketing at
Trump Marina.
Theresa C. Glebocki (38 years old) has been the Vice President of Finance
-------------------
of Plaza Associates since September 2000. Ms. Glebocki served as the Executive
Director of Finance of Plaza Associates and TCS from November 1996 until
September 2000, and Financial Controller of Plaza Associates from 1991 until
1996. Prior to that, Ms. Glebocki held various financial positions at Bally's
Grand (now the Atlantic City Hilton).
All of the persons listed above are citizens of the United States and are
licensed by the CCC.
Management of Taj Associates
Trump AC is the managing general partner of Taj Associates. Trump AC
Holding is the managing general partner of Trump AC. The Board of Directors of
Trump AC Holding consists of Messrs. Trump (Chairman), Askins and Thomas.
39
Set forth below are the names, ages, positions and offices held with Taj
Associates and a brief summary of the business experience during the past five
years of each of the executive officers and certain key employees of Taj
Associates other than those who are also directors or executive officers of the
Registrants.
Mark A. Brown -- See "-- Management of Trump AC, Trump AC Funding, Funding
-------------
II and Funding III."
Matthew A. Harkness-- See "-- Management of Plaza Associates."
-------------------
Stephen S. Oskiera (42 years old) has served as the Senior Vice President
------------------
of Finance of Taj Associates since January 2000. Mr. Oskiera previously served
as the Vice President of Finance of TCS from November 1999 until January 2000
and as Vice President of Finance of Castle Associates from October 1998 until
November 1999. Mr. Oskiera served as Executive Director of Finance for both
Castle Associates and TCS from October 1995 to October 1998. Previously, Mr.
Oskiera served as Corporate Controller of American Gaming & Entertainment, Ltd.,
a casino development company, from December 1993 to October 1995 and, prior to
that, served as Financial Controller for Greate Bay Hotel & Casino, Inc. d/b/a/
the Sands Hotel & Casino in Atlantic City, New Jersey from May 1987 to December
1993.
All of the persons listed above are citizens of the United States and are
licensed by the CCC.
Section 16(a) Beneficial Ownership Reporting Compliance
Not applicable.
ITEM 11. EXECUTIVE COMPENSATION.
Plaza Associates and Taj Associates do not offer their executive officers
stock option or stock appreciation right plans, long-term incentive plans or
defined benefit pension plans.
The following table sets forth compensation paid or accrued during the
years ended December 31, 2000, 1999 and 1998 to the Chairman of the Board of
Trump AC Holding, the Chief Executive Officer of Plaza Associates and Taj
Associates, and any person who served in such capacities during the fiscal year
ended December 31, 2000, and each of the four most highly compensated executive
officers of Plaza Associates and Taj Associates whose salary and bonus exceeded
$100,000 for the year ended December 31, 2000 (collectively, the "Named
Executive Officers").
40
Summary Compensation Table
--------------------------
Annual Compensation
Name and ----------------------------------------------------------------
Principal Position Year Salary Bonus All Other
------------------ ---- ------ ----- Compensation
------------
Donald J. Trump ....................................... 2000 $ -- $ -- $ --
- -Chairman of the Board of Directors and 1999 $ -- $ -- $ --
President of Trump AC Holding (1) 1998 $ -- $ -- $ --
Mark A. Brown ......................................... 2000 $ 788,710 $ 175,036 $ 3,932(2)
- -President and Chief Executive Officer of 1999 $ -- $ -- $ --
Plaza Associates and Taj Associates 1998 $ -- $ -- $ --
Nicholas L. Ribis ..................................... 2000 $ 402,875 $ -- $ 94,117(2)(4)
- -Former Chief Executive Officer of Plaza 1999 $ 1,098,075 $ 264,000 $ 2,640(2)
Associates and Taj Associates (3) 1998 $ 1,098,075 $ -- $ 2,640(2)
Lawrence J. Mullin .................................... 2000 $ 190,674 $ -- $ --
- -Former President and Chief Operating Officer 1999 $ -- $ -- $ --
of Plaza Associates (5) 1998 $ -- $ -- $ --
Fred A. Buro .......................................... 2000 $ 161,018 $ -- $ 241,750(2)(7)
- -Former President and Chief Operating Officer of 1999 $ 299,775 $ -- $ 4,800(2)
Plaza Associates (6) 1998 $ 339,852 $ -- $ 4,310(2)
Matthew A. Harkness ................................... 2000 $ 157,415(8) $ -- $ 4,372(2)(8)
- -Chief Operating Officer of Plaza Associates 1999 $ -- $ -- $ --
1998 $ -- $ -- $ --
Stephen S. Oskiera .................................... 2000 $ 150,308 $ -- $ 4,510(2)
- -Senior Vice President of Finance of 1999 $ -- $ -- $ --
Taj Associates 1998 $ -- $ -- $ --
Theresa A. Glebocki ................................... 2000 $ 131,335 $ -- $ 3,845(2)
- -Vice President of Finance of 1999 $ -- $ -- $ --
Plaza Associates 1998 $ -- $ -- $ --
- ---------
(1) Mr. Trump is compensated for his services rendered to Plaza Associates and
Taj Associates pursuant to an Executive Agreement, dated June 12, 1995,
among Mr. Trump, THCR and THCR Holdings.
(2) Represents vested and unvested contributions made by Plaza Associates, Taj
Associates, and/or TCS to Trump Plaza Hotel and Casino Retirement Savings
Plan, Trump Taj Mahal Retirement Savings Plan and Trump Casino Services
Retirement Savings Plan, respectively. Funds accumulated for an employee
under these plans consisting of a certain percentage of the employee's
compensation plus the employer matching contributions equaling 50.0% of the
participant's contributions, are retained until termination of employment,
attainment of age 59 1/2 or financial hardship, at which time the employee
may withdraw his or her vested funds.
(3) Mr. Ribis served as the President and Chief Executive Officer of Plaza
Associates and Taj Associates pursuant to a five-year employment agreement,
dated June 12, 1995 (the "Ribis Employment Agreement"). On June 12, 2000,
the Ribis Employment Agreement expired in accordance with its terms.
(4) $91,507 of which represents an allocated portion of the amount paid to Mr.
Ribis pursuant to a Consulting Agreement, effective as of July 1, 2000,
between THCR and Mr. Ribis.
41
(5) For the period commencing on June 1, 2000 to December 31, 2000, Mr. Mullin
served as the President and Chief Operating Officer of Plaza Associates.
Effective as of January 1, 2001, Mr. Mullin has been serving as the
President and Chief Operating Officer of Castle Associates. See "Directors
and Executive Officers of the Registrants-Management of Plaza Associates."
(6) Mr. Buro served as the Chief Operating Officer of Plaza Associates until
May 31, 2000.
(7) $237,596 of which represents a severance payment to Mr. Buro.
(8) Represents compensation received by Mr. Harkness from Taj Associates. See
"Directors and Executive Officers of the Registrants; Management of Plaza
Associates."
Employment Agreements, Termination of Employment and Change-in-Control
Arrangements
Nicholas L. Ribis. Concurrent with the initial public offering of THCR in
-----------------
June 1995, Mr. Ribis, THCR and THCR Holdings entered into the
Ribis Employment Agreement, pursuant to which Mr. Ribis served as President and
Chief Executive Officer of THCR and Chief Executive Officer of THCR Holdings,
and as an executive officer of certain of THCR Holdings' subsidiaries, including
serving as President and Chief Executive Officer of Plaza Associates and Taj
Associates. The term of the Ribis Employment Agreement was five years. Pursuant
to the Ribis Employment Agreement, Mr. Ribis' annual salary was $1,996,500,
payable in equal parts by THCR, Plaza Associates, Taj Associates and Castle
Associates. In the event Mr. Ribis' employment was terminated by THCR other than
for "Cause," or if Mr. Ribis incurred a "constructive termination without
cause," Mr. Ribis was entitled to receive a severance payment equal to one
year's base salary, and granted phantom stock units and options would fully
vest. The Ribis Employment Agreement defined "Cause" as (i) Mr. Ribis'
conviction for certain crimes, (ii) Mr. Ribis' gross negligence or willful
misconduct in carrying out his duties, (iii) the revocation of Mr. Ribis' casino
key employee license or (iv) Mr. Ribis' material breach of the Ribis Employment
Agreement. "Constructive termination without cause" was defined in the Ribis
Employment Agreement as the termination of Mr. Ribis' employment at his
initiative following the occurrence of certain events, including (i) a reduction
in compensation, (ii) failure to elect Mr. Ribis as Chief Executive Officer of
THCR, (iii) failure to elect Mr. Ribis a director of THCR or (iv) a material
diminution of his duties. The phantom stock units would also automatically vest
upon the death or disability of Mr. Ribis. The Ribis Employment Agreement also
provided for up to an aggregate of $2.0 million of loans to Mr. Ribis to be used
by him to pay his income tax liability in connection with stock options, phantom
stock units and stock bonus awards, which loans would have been forgiven,
including both principal and interest, in the event of a "Change of Control."
The Ribis Employment Agreement defined "Change of Control" as the occurrence of
any of the following events: (i) any person (other than THCR Holdings, Trump or
an affiliate of either) becoming a beneficial owner of 50.0% or more of the
voting stock of THCR, (ii) the majority of the Board of Directors of THCR
consisting of individuals that were not directors on June 12, 1995 (the "June 12
Directors"), provided, however, that any person who became a director subsequent
to June 12, 1995, would have been considered a June 12 Director if his election
or nomination had been supported by at least three-quarters of the June 12
Directors, (iii) THCR adopted and implemented a plan of liquidation or (iv) all
or substantially all of the assets or business of THCR were disposed of in a
sale or business combination in which shareholders of THCR would not
beneficially own the same proportion of voting stock of the successor entity.
The Ribis Employment Agreement also provided certain demand and piggyback
registration rights for THCR Common Stock issued pursuant to the foregoing.
Pursuant to the Ribis Employment Agreement, Mr. Ribis had agreed that upon
termination of his employment other than for "Cause" or following a "Change of
Control," he would not have engaged in any activity competitive with THCR for a
period of up to one year.
Mr. Ribis also had an employment agreement with Taj Associates and Castle
Associates pursuant to which Mr. Ribis acted as Chief Executive Officer of Taj
Associates and Castle Associates, respectively. These agreements were terminated
in connection with the acquisitions of the Taj Mahal and Trump Marina, and Mr.
Ribis was compensated for his services to Taj Associates and Castle Associates
under the Ribis Employment Agreement.
On June 12, 2000, the Ribis Employment Agreement expired in accordance with
its terms.
Mark A. Brown. On January 4, 2000, Mr. Brown's employment agreement with
-------------
Castle Associates, dated as of March 6, 1998, was amended and assigned to Taj
Associates (the "Brown Employment Agreement"). The Brown Employment Agreement
was to expire on January 2, 2003, and provided for annual compensation of
$600,000, $650,000, and $700,000 during years 2000, 2001, and 2002,
respectively. On August 4, 2000, the Brown Employment Agreement was amended,
effective as of July 1, 2000 ("Brown Amended Employment Agreement"), to confirm
Brown's employment as President and Chief Executive Officer of each of Taj
42
Associates, Plaza Associates, Castle Associates and Trump Indiana (collectively,
the "Trump Entities"), subject to necessary licensing by the Indiana Gaming
Commission. The Brown Amended Employment Agreement expires on July 31, 2003.
During the term of the Brown Amended Employment Agreement, Brown is to receive
an annual salary of (i) $1.0 million, effective as of July 1, 2000, (ii) $1.1
million, commencing January 1, 2001, and (iii) $1.2 million, commencing January
1, 2002. Upon 180 days' notice prior to expiration, the Brown Amended Employment
Agreement may be extended by the Trump Entities to July 31, 2005. If so
extended, Brown is to receive an annual salary of (i) $1.3 million, commencing
August 1, 2003, and (ii) $1.4 million, commencing August 1, 2004. Brown's
employment may be terminated by the Trump Entities for "Cause," defined as (i)
the revocation of Mr. Brown's casino key employee license, (ii) Mr. Brown's
conviction for certain crimes, (iii) Mr. Brown's disability or death or (iv) Mr.
Brown's breach of loyalty to the Trump Entities. Upon termination for "Cause,"
Mr. Brown is entitled to receive compensation earned as of the date of
termination; provided, however, that if Mr. Brown's employment is terminated due
to Mr. Brown's death or disability, Mr. Brown or his estate will be entitled to
a lump sum severance payment equal to six months' compensation based on his then
current salary. Mr. Brown may terminate the Brown Amended Employment Agreement
at any time following a "Change of Control," effective on the 30th day after
such notice, and Mr. Brown shall be entitled to receive a lump sum payment for
the full amount of unpaid compensation for the full term of the Brown Amended
Employment Agreement. "Change of Control" is defined as (i) the acquisition of
(x) the Trump Entities or (y) more than thirty-five percent (35.0%) of THCR's
Common Stock, or equivalent limited partnership interests of THCR Holdings, by
an unrelated party or (ii) the sale or long-term lease of all or substantially
all of the assets of Trump Entities. Also, in the event Mr. Brown is transferred
to a position located outside of Atlantic City, New Jersey, Mr. Brown shall have
the right to terminate his employment within seven days of the occurrence of
such transfer and be entitled to receive a severance payment equal to three
months' compensation based on his then current salary. During the term of the
Brown Amended Employment Agreement, Mr. Brown has agreed not to obtain
employment for or on behalf of any other casino hotel located in Atlantic City,
New Jersey.
Fred A. Buro. Plaza Associates had an employment agreement with Fred Buro,
------------
dated March 22, 2000 (the "Buro Employment Agreement"), pursuant to which Mr.
Buro acted as General Manager (and subsequently President and Chief Operating
Officer) of Plaza Associates. The Buro Employment Agreement was for a term of
one year, with any bonus and increases in salary provided in Plaza Associates'
sole and absolute discretion. Pursuant to the Buro Employment Agreement, Mr.
Buro devoted all of his professional time to Plaza Associates. In the event that
Plaza Associates terminated the Buro Employment Agreement for "Cause," defined
as the denial or revocation of Mr. Buro's CCC license, Mr. Buro's conviction for
a disqualifying crime, breach of trust, disability or death, Plaza Associates
would have been obligated to pay to Mr. Buro all compensation earned as of the
date of such termination. The Buro Employment Agreement was terminated in May
2000.
Compensation of Directors
Each of the directors of Trump AC Funding, Funding II and Funding III
currently serves as an officer or a member of the Board of Directors of THCR,
and receives no additional compensation for services rendered to Trump AC
Funding, Funding II or Funding III. Directors of THCR who are also employees or
consultants of THCR or its affiliates receive no directors' fees. Non-employee
directors are paid a stipend of $50,000 per year, plus $2,000 per meeting
attended and reasonable out-of-pocket expenses incurred in attending such
meetings.
Compensation Committee Interlocks and Insider Participation
In general, the compensation of executive officers of Plaza Associates and
Taj Associates is determined by Trump AC Holding, Trump AC's managing general
partner. During the fiscal year ended December 31, 2000, no officer or employee
of Trump AC Holding, other than Messrs. Trump and Ribis who served on the Board
of Directors of Trump AC Holding, participated in the deliberations concerning
executive compensation.
Certain Related Party Transactions
Trump AC. Beginning in late 1997, Trump Plaza and the Taj Mahal began to
--------
utilize certain facilities owned by Trump to entertain high-end customers.
Management believes that the ability to utilize these facilities has enhanced
Trump AC's revenues. In 1998, 1999 and 2000, Trump AC incurred approximately
$861,000, $1.6 million and $386,000, respectively, for customer costs associated
with such utilization. In exchange for having Trump's airplane available to
customers of Trump Plaza and the Taj Mahal, Trump AC has incurred pilot costs of
approximately$197,000, $238,000 and $241,000, for the years ended December 31,
1998, 1999 and 2000, respectively.
43
Taj Associates. In September 1992, Taj Associates had entered into the Taj
--------------
Mahal Trump Tower Lease with Trump-Equitable Company for the lease of office
space in the Trump Tower in New York City for marketing purposes. The monthly
payments under the lease had been $1,000, and the premises were leased at such
rent for four months in 1992, the full 12 months in each of 1993 and 1994 and
eight months in 1995. On September 1, 1995, the Taj Mahal Trump Tower Lease was
renewed for an additional term of five years with an option for Taj Associates
to terminate the Taj Mahal Trump Tower Lease on September 1st of each year, upon
six months' prior written notice and payment of the six months' rent. Under the
renewed Taj Mahal Trump Tower Lease, the monthly payments were $2,285. In March
2000, THCR assumed the Taj Mahal Trump Tower Lease and moved to this office
space from its previous location in Trump Tower.
Other Relationships. The Commission requires registrants to disclose the
-------------------
existence of any other corporation in which both (i) an executive officer of the
registrant serves on the board of directors and/or compensation committee, and
(ii) a director of the registrant serves as an executive officer. Messrs. Pickus
and Burke, executive officers of the Registrants, have served on the boards of
directors of other entities in which members of the Board of Directors of THCR
(namely, Mr. Trump) served and continue to serve as executive officers.
Management believes that such relationships have not affected the decisions made
by the Board of Directors of Trump AC Funding, Funding II and Funding III in the
last fiscal year.
Mr. Trump serves as the Chairman of the Board of Directors of THCR. Messrs.
Brown, Pickus, McCarthy, Burke and Fusco are executive officers of THCR and are
compensated for their services by THCR.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
Trump AC. Through its ownership of 100.0% of Trump AC Holding, THCR
--------
Holdings currently beneficially owns 100.0% of Trump AC.
Trump AC Funding. Through its ownership of 100.0% of Trump AC and Trump AC
----------------
Holding, THCR Holdings has owned 100.0% of Trump AC Funding's common stock since
Trump AC Funding's formation in January 1996.
Funding II. Through its ownership of 100.0% of Trump AC and Trump AC
----------
Holding, THCR Holdings has owned 100.0% of Funding II's common stock since
Funding II's formation in November 1997.
Funding III. Through its ownership of 100.0% of Trump AC and Trump AC
-----------
Holding, THCR Holdings has owned 100.0% of Funding II's common stock since
Funding III's formation in November 1997.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Affiliate party transactions are governed by the provisions of the TAC I
Note Indenture, the TAC II Note Indenture and the TAC III Note Indenture which
provisions generally require that such transactions be on terms as favorable as
would be obtainable from an unaffiliated party, and require the approval of a
majority of the independent directors of Trump AC Funding, Funding II or Funding
III, as applicable.
Trump and certain affiliates have engaged in certain related party
transactions with respect to THCR and its subsidiaries. See "Executive
Compensation-Compensation Committee Interlocks and Insider Participation-Certain
Related Party Transactions-Trump AC," "-Taj Associates" and "-Other
Relationships."
Indemnification Agreements. In addition to the indemnification provisions
--------------------------
in THCR's and its subsidiaries' employment agreements (see "Executive
Compensation--Employment Agreements"), certain former and current directors of
Plaza Funding entered into separate indemnification agreements in May 1992 and
June 1993 with Plaza Associates pursuant to which such persons are afforded the
full benefits of the indemnification provisions of the partnership agreement
governing Plaza Associates. Plaza Associates also entered into an
indemnification trust agreement in November 1992 with Midlantic (the
"Indemnification Trustee") pursuant to which the sum of $100,000 was deposited
by Plaza Associates with the Indemnification Trustee for the benefit of the
directors of Plaza Funding and certain former directors of Trump Plaza GP to
provide a source for indemnification for such persons if Plaza Associates, Plaza
Funding or Trump Plaza GP, as the case may be, fails to immediately honor a
demand for indemnification by such persons. The indemnification agreements with
the directors of Plaza Funding and directors of Trump Plaza GP were amended in
June 1993 to provide, among other things, that Plaza Associates would (i) not
terminate, amend or modify certain agreements in a manner which may adversely
44
affect the rights or interests of such directors unless an additional sum of
$600,000 was first deposited with the Indemnification Trustee, and (ii) maintain
directors' and officers' insurance covering such persons during the ten-year
term (subject to extension) of the indemnification agreements; provided,
however, that if such insurance would not be available on a commercially
practicable basis, Plaza Associates could, in lieu of obtaining such insurance,
annually deposit an amount in a trust fund equal to $500,000 for the benefit of
such directors; provided further that deposits relating to the failure to obtain
such insurance shall not exceed $2.5 million. Such directors are covered by
directors' and officers' insurance maintained by Plaza Associates. In June 1993,
an additional sum of $600,000 was deposited with the Indemnification Trustee for
the benefit of the directors of Plaza Funding and certain former directors of
Trump Plaza GP.
In connection with the Taj Acquisition, Trump AC has agreed to provide to
the former officers and Directors of THCR Holding Corp. and THCR/LP (the "Taj
Indemnified Parties"), including Messrs. Pickus and Burke, indemnification as
provided in the THCR's Amended and Restated Certificate of Incorporation and
Amended and Restated By-Laws until April 17, 2002. In addition, THCR agreed, and
agreed to cause THCR Holding Corp. and THCR/LP to agree, that until April 17,
2002, unless otherwise required by law, the Certificate of Incorporation and
By-Laws of THCR Holding Corp. and THCR/LP shall not be amended, repealed or
modified to reduce or limit the rights of indemnity afforded to the former
directors, officers and employees of THCR Holding Corp. and THCR/LP or the
ability of THCR Holding Corp. or THCR/LP to indemnify such persons, nor to
hinder, delay or make more difficult the exercise of such rights of indemnity or
the ability to indemnify. In addition, Trump AC has also agreed to purchase and
maintain in effect, until April 17, 2002, directors' and officers' liability
insurance policies covering the Taj Indemnified Parties on terms no less
favorable than the terms of the then current insurance policies' coverage or, if
such directors' and officers' liability insurance is unavailable for an amount
no greater than 150.0% of the premium paid by THCR Holding Corp. (on an
annualized basis) for directors' and officers' liability insurance during the
period from January 1, 1996, to April 17, 1996, Trump AC has agreed to obtain as
much insurance as can be obtained for a premium not in excess (on an annualized
basis) of such amount.
In March 2000, the Board of Directors of THCR authorized and directed THCR
to cause Taj Associates and Plaza Associates to enter into indemnification
agreements with each of the Directors of THCR in connection with the performance
of their duties as Directors.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a) Financial Statements. See the index immediately following the signature
page.
(b) Reports on Form 8-K. The Registrants did not file any reports on Form 8-K
during the quarter ended December 31, 2000.
(c) Exhibits.
3.1.1(19) Certificate of Incorporation of Trump Atlantic City Funding, Inc.
(formerly THCR Atlantic City Funding, Inc.)
3.1.2(19) Certificate of Amendment of Certificate of Incorporation of Trump
Atlantic City Funding, Inc. (formerly THCR Atlantic City Funding,
Inc.).
3.2(19) By-Laws of Trump Atlantic City Funding, Inc. (formerly THCR Atlantic
City Funding, Inc.).
3.3-3.7 Intentionally omitted.
3.8.1(5) Partnership Agreement of Trump Atlantic City Associates (formerly
Trump Plaza Holding Associates).
3.8.2(5) Amendment No. 1 to the Partnership Agreement of Trump Atlantic City
Associates (formerly Trump Plaza Holding Associates.).
3.8.3(12) Amendment No. 2 to the Partnership Agreement of Trump Atlantic City
Associates (formerly Trump Plaza Holding Associates).
3.8.4(20) Amended and Restated Partnership Agreement of Trump Atlantic City
Associates.
3.9.1(4) Agreement and Plan of Merger between TP/GP Corp. and Trump Plaza
Funding, Inc.
3.9.2(19) Form of Second Amended and Restated Agreement of Limited Partnership
of Trump Hotels &Casino Resorts Holdings, L.P.
3.10(25) Certificate of Incorporation of Trump Atlantic City Funding II, Inc.
3.11(25) By-Laws of Trump Atlantic City Funding II, Inc.
3.12(24) Certificate of Incorporation of Trump Atlantic City Funding III,
Inc.
3.13(24) By-Laws of Trump Atlantic City Funding III, Inc.
45
3.14(26) Certificate of Incorporation of Trump Atlantic City Corporation, as
amended.
3.15(26) By-Laws of Trump Atlantic City Corporation.
3.16(25) Certificate of Formation of Trump Casino Services, L.L.C.
3.17(25) Operating Agreement of Trump Casino Services, L.L.C.
3.18(25) Certificate of Formation of Trump Communications, L.L.C.
3.19(25) Operating Agreement of Trump Communications, L.L.C.
3.20(26) Third Amended and Restated Partnership Agreement of Trump Plaza
Associates, dated April 17, 1996, by and between Trump Atlantic City
Associates, Trump Plaza Funding, Inc. and Trump Taj Mahal
Corporation (now known as Trump Atlantic City Corporation).
3.21(26) Second Amended and Restated Partnership Agreement of Trump Taj Mahal
Associates, dated April 17, 1996, by and between Trump Atlantic City
Associates, TM/GP Corporation (now known as THCR/LP Corporation),
Trump Taj Mahal Corporation (now known as Trump Atlantic City
Corporation) and Trump Taj Mahal, Inc. (now known as Trump Casinos,
Inc.).
4.1(5) Mortgage Note Indenture, among Trump Plaza Funding, Inc., as issuer,
Trump Plaza Associates, as guarantor, and First Bank National
Association, as trustee.
4.2(5) Indenture of Mortgage, between Trump Plaza Associates, as mortgagor,
and Trump Plaza Funding, Inc., as mortgagee.
4.3(5) Assignment Agreement between Trump Plaza Funding, Inc. and First
Bank National Association, as trustee.
4.4(5) Assignment of Operating Assets from Trump Plaza Associates to Trump
Plaza Funding, Inc.
4.5(5) Assignment of Leases and Rents from Trump Plaza Associates to Trump
Plaza Funding, Inc.
4.6(5) Indenture of Mortgage between Trump Plaza Associates and First Bank
National Association, as trustee.
4.7(5) Assignment of Leases and Rents from Trump Plaza Associates to First
Bank National Association, as trustee.
4.8(5) Assignment of Operating Assets from Trump Plaza Associates to First
Bank National Association, as trustee.
4.9(5) Trump Plaza Associates Note to Trump Plaza Funding, Inc.
4.10(5) Mortgage Note Certificate (included in Exhibit 4.1).
4.11(5) Pledge Agreement of Trump Plaza Funding, Inc., in favor and for the
benefit of First Bank National Association, as trustee. 4.12-4.18
Intentionally omitted.
4.19.6(20) Pledge Agreement, dated April 17, 1996, from Trump Atlantic City
Associates, as pledgor, to
4.26.1(20) Indenture, among Trump Atlantic City Associates and Trump Atlantic
City Funding, Inc., as issuers, Trump Plaza Associates, Trump Taj
Mahal Associates and The Trump Taj Mahal Corporation, as guarantors,
and First Bank National Association, as trustee.
4.27.1(20) First Mortgage Note Certificate (included in Exhibit 4.26.1).
4.28.1(20) Indenture of Mortgage and Security Agreement, among Trump Taj Mahal
Associates, as mortgagor, and First Bank National Association, as
collateral agent, as mortgagee.
4.28.2(20) Indenture of Mortgage and Security Agreement, among Trump Plaza
Associates, as mortgagor, and First Bank National Association, as
collateral agent, as mortgagee.
4.29.1(20) Assignment of Leases and Rents, among Trump Taj Mahal Associates, as
assignor, and First Bank National Association, as collateral agent,
as mortgagee.
4.29.2(20) Assignment of Leases and Rents, among Trump Plaza Associates, as
assignor, and First Bank National Association, as collateral agent,
as mortgagee.
4.30.1(20) Collateral Agency Agreement, among First Bank National Association,
as collateral agent, and First Bank National Association, as
trustee, Trump Atlantic City Associates, Trump Atlantic City
Funding, Inc., the other secured parties signatory thereto and the
guarantors under the First Mortgage Note Indenture.
4.31(26) Indenture, dated as of December 10, 1997, by and among Trump
Atlantic City Associates and Trump Atlantic City Funding II, Inc.,
as issuers, Trump Atlantic City Corporation, Trump Casino Services,
L.L.C., Trump Communications, L.L.C., Trump Plaza Associates and
Trump Taj Mahal Associates, as guarantors, and U.S. Bank National
Association, as trustee.
4.32(25) Registration Rights Agreement, dated as of December 10, 1997, by and
among Trump Atlantic City Associates and Trump Atlantic City Funding
II, as issuers, Trump Atlantic City Corporation, Trump Casino
Services, L.L.C., Trump Communications, L.L.C., Trump Plaza
Associates and Trump Taj Mahal Associates, as guarantors, and
Donaldson, Lufkin & Jenrette Securities Corporation, as initial
purchaser.
46
4.33(27) Indenture, dated as of December 10, 1997, by and among Trump
Atlantic City Associates and Trump Atlantic City Funding III,
Inc., as issuers, Trump Atlantic City Corporation, Trump
Casino Services, L.L.C., Trump Communications, L.L.C., Trump
Plaza Associates and Trump Taj Mahal Associates, as
guarantors, and U.S. Bank National Association, as trustee.
4.34(24) Registration Rights Agreement, dated as of December 10, 1997,
by and among Trump Atlantic City Associates and Trump Atlantic
City Funding III, as issuers, Trump Atlantic City Corporation,
Trump Casino Services, L.L.C., Trump Communications, L.L.C.,
Trump Plaza Associates and Trump Taj Mahal Associates, as
guarantors, and Donaldson, Lufkin & Jenrette Securities
Corporation, as initial purchaser.
4.35(25) Indenture of Mortgage and Security Agreement by Trump Plaza
Associates as mortgagor and U.S. Bank National Association (as
Collateral Agent) as mortgagee.
4.36(25) Indenture of Mortgage and Security Agreement by Trump Taj
Mahal Associates as mortgagor and U.S. Bank National
Association (as Collateral Agent) as mortgagee.
4.37(25) Assignment of Leases and Rents by Trump Plaza Associates as
assignor and U.S. Bank National Association (as Collateral
Agent) as assignee.
4.38(25) Assignment of Leases and Rents by Trump Taj Mahal Associates
as assignor and U.S. Bank National Association (as Collateral
Agent) as assignee.
4.39(25) Debtors' Consent by Trump Atlantic City Associates, Trump
Atlantic City Funding II, Inc., Trump Atlantic City
Corporation, Trump Plaza Associates, Trump Taj Mahal
Associates, Trump Casino Services, L.L.C. and Trump
Communications, L.L.C.
4.40(24) Debtors' Consent by Trump Atlantic City Associates, Trump
Atlantic City Funding III, Inc., Trump Atlantic City
Corporation, Trump Plaza Associates, Trump Taj Mahal
Associates, Trump Casino Services, L.L.C. and Trump
Communications, L.L.C.
10.1-10.6 Intentionally omitted.
10.7(7) Employment Agreement between Trump Plaza Associates and Barry
Cregan.
10.8-10.27 Intentionally omitted.
10.28(2) Option Agreement, dated as of February 2, 1993, between Donald
J. Trump and Trump Plaza Associates.
10.29 Intentionally omitted.
10.30(3) Amended and Restated Services Agreement between Trump Plaza
Associates and Trump Plaza Management Corp.
10.31-10.32 Intentionally omitted.
10.33(4) Mortgage from Donald J. Trump, as nominee, to Albert
Rothenberg and Robert Rothenberg, dated October 3, 1983.
10.34(4) Mortgage made by Harrah's Associates to Adeline Bordonaro,
dated January 28, 1986.
10.35.1(4) Mortgage from Trump Plaza Associates to The Mutual Benefit
Life Insurance Company, dated October 5, 1990.
10.35.2(4) Collateral Assignment of Leases from Trump Plaza Associates to
The Mutual Benefit Life Insurance Company, dated October 5,
1990.
10.36-10.37 Intentionally omitted.
10.38(11) Employment Agreement between Trump Hotels & Casino Resorts
Holdings, L.P. and Nicholas L. Ribis (with exhibits).
10.39.2(6) Severance Agreement between Trump Plaza Associates and Robert
M. Pickus.
10.39.4(18) Employment Agreement between Robert M. Pickus and Trump Hotels
& Casino Resorts, Inc.
10.40(9) Employment Contract, dated as of February 7, 1995, between
Trump Plaza Associates and Kevin S. Smith.
10.41(9) Employment Agreement between Trump Plaza Associates and James
A. Rigot.
10.42(9) Option and Right of First Offer Agreement between Trump Plaza
Associates and Missouri Boardwalk Inc., dated June 24, 1993.
10.43(9) Lease between Donald J. Trump and Missouri Boardwalk Inc.,
dated June 24, 1993.
10.44(9) Sublease between Donald J. Trump and Missouri Boardwalk Inc.,
dated June 24, 1993.
10.45(8) Employment Agreement, dated August 1, 1994, between R. Bruce
McKee and Trump Taj Mahal Associates.
10.46(11) Executive Agreement among Donald J. Trump, Trump Hotels &
Casino Resorts, Inc. and Trump Hotels & Casino Resorts
Holdings, L.P.
10.47-10.49 Intentionally omitted.
47
10.50(10) Acquisition Agreement, dated April 27, 1995, between Trump
Oceanview, Inc. and The New Jersey Sports and Exposition
Authority.
10.51-10.55 Intentionally omitted.
10.56(10) Agreement of Sublease between Donald J. Trump and Time Warner
Entertainment Company, L.P.,
10.57-10.62 Intentionally omitted.
10.63.2(20) Third Amended and Restated Partnership Agreement of Trump Plaza
Associates.
10.65.1(21) Services Agreement, dated as of July 8, 1996, among Trump Plaza
Associates, Trump Taj Mahal Associates and Trump Casino
Services, L.L.C.
10.65.2(22) Amended and Restated Service Agreement, dated as of October 23,
1996, by and among Trump Plaza Associates, Trump Taj Mahal
Associates, Trump's Castle Associates, L.P. and Trump Casino
Services, L.L.C.
10.66(21) Thermal Energy Service Agreement, dated as of June 30, 1996, by
and between Atlantic Jersey Thermal Systems, Inc. and Trump Taj
Mahal Associates.
10.67(22) Thermal Energy Service Agreement, dated as of September 26,
1996, by and between Atlantic Jersey Thermal Systems, Inc. and
Trump Plaza Associates.
10.68(8) Employment Agreement, dated December 10, 1993, between Lawrence
W. Clark and Trump Taj Mahal Associates.
10.69(8) Employment Agreement, dated August 1, 1994, between Walter F.
Kohlross and Trump Taj Mahal Associates.
10.70(10) Lease Agreement between Trump's Castle Associates and Trump Taj
Mahal Associates, dated as of December 16, 1994.
10.71(13) Employment Agreement, extended and modified, dated October 10,
1995, between Lawrence W. Clark and Trump Taj Mahal Associates.
10.71.1(26) Second Amendment to Employment Agreement dated May 27, 1997,
between Lawrence W. Clark and Trump Taj Mahal Associates.
10.72(15) Employment Agreement, dated October 25, 1995, between Rodolfo E.
Prieto and Trump Taj Mahal Associates.
10.73(23) Employment Agreement, dated October 14, 1996, between Trump Taj
Mahal Associates and Patrick J. O'Malley.
10.74(23) Employment Agreement, dated May 3, 1996, between Trump Taj Mahal
Associates and Loretta I. Viscount.
10.75 Intentionally omitted.
10.76(28) Employment Agreement, dated March 22, 2000, between Trump Plaza
Associates and Fred A. Buro.
10.77(28) Employment Agreement, dated January 4, 2000, between Trump Taj
Mahal Associates and Mark A. Brown.
10.78 Second Amendment, dated August 3, 2000, of the Employment
Agreement, dated March 6, 1998, between Mark A. Brown and
Trump's Castle Associates, as assigned to Trump Taj Mahal
Associates and amended effective January 3, 2000.
10.79 Employment Agreement, dated April 17, 2000, between Robert M.
Pickus and Trump Hotels & Casino Resorts, Inc., Trump Hotels &
Casino Resorts Holdings, L.P. and Trump Atlantic City
Associates.
10.80 Employment Agreement dated April 17, 2000, between Francis X.
McCarthy, Jr. and Trump Hotels & Casino Resorts, Inc., Trump
Hotels & Casino Resorts Holdings, L.P. and Trump Atlantic City
Associates.
10.81 Employment Agreement dated April 17, 2000, between Joseph A.
Fusco and Trump Hotels & Casino Resorts, Inc., Trump Hotels &
Casino Resorts Holdings, L.P. and Trump Atlantic City
Associates.
10.82 Employment Agreement dated April 17, 2000, between John P. Burke
and Trump Hotels & Casino Resorts, Inc., Trump Hotels & Casino
Resorts Holdings, L.P. and Trump Atlantic City Associates.
21(28) List of Subsidiaries of the Registrants.
- ------------
(1) Incorporated herein by reference to the identically numbered Exhibit to the
Quarterly Report on Form 10-Q of Trump Plaza Funding, Inc., Trump Plaza
Associates and Trump Plaza Holding Associates for the quarter ended
September 30, 1992.
(2) Incorporated herein by reference to the identically numbered Exhibit in the
Annual Report on Form 10-K of Trump Plaza Funding, Inc. for the year ended
December 31, 1992.
(3) Previously filed in the Registration Statement on Form S-1, Registration
No. 33-58608, of Trump Atlantic City Associates (formerly Trump Plaza
Holding Associates).
(4) Incorporated herein by reference to the identically numbered Exhibit in the
Registration Statement on Form S-1, Registration No. 33-58602, of Trump
Plaza Funding, Inc. and Trump Plaza Associates.
(5) Incorporated herein by reference to the identically numbered Exhibit in the
Registration Statement on Form S-1, Registration No. 33-58608, of Trump
Atlantic City Associates (formerly Trump Plaza Holding Associates).
48
(6) Incorporated herein by reference to the identically numbered Exhibit in the
Annual Report on Form 10-K of Trump Plaza Funding, Inc. and Trump Atlantic
City Associates (formerly Trump Plaza Holding Associates) for the year
ended December 31, 1993.
(7) Incorporated herein by reference to the identically numbered Exhibit in the
Quarterly Report on Form 10-Q of Trump Plaza Funding, Inc. and Trump
Atlantic City Associates (formerly Trump Plaza Holding Associates) for the
quarter ended September 30, 1994
(8) Incorporated herein by reference to the Exhibit in the Quarterly Report on
Form 10-Q of Trump Taj Mahal Funding, Inc. and Trump Taj Mahal Associates
for the quarter ended September 30, 1994.
(9) Incorporated herein by reference to the identically numbered Exhibit in the
Annual Report on Form 10-K of Trump Plaza Funding, Inc. and Trump Atlantic
City Associates (formerly Trump Plaza Holding Associates) for the year
ended December 31, 1994.
(10) Incorporated herein by reference to the Exhibit in the Annual Report on
Form 10-K of Trump Taj Mahal Funding, Inc. and Trump Taj Mahal Associates
for the year ended December 31, 1994.
(11) Incorporated herein by reference to the identically numbered Exhibit in the
Quarterly Report on Form 10-Q of Trump Hotels & Casino Resorts, Inc., Trump
Hotels & Casino Resorts Holdings, L.P. and Trump Hotels & Casino Resorts
Funding, Inc. for the quarter ended June 30, 1995.
(12) Incorporated herein by reference to the identically numbered Exhibit to the
Quarterly Report on Form 10-Q of Trump Plaza Funding, Inc., Trump Plaza
Associates and Trump Atlantic Associates (formerly Trump Plaza Holding
Associates) for the quarter ended June 30, 1995.
(13) Incorporated herein by reference to the Exhibit in the Quarterly Report on
Form 10-Q of Trump Taj Mahal Funding, Inc. and for the quarter ended
September 30, 1995.
(14) Incorporated herein by reference to the identically numbered Exhibit in the
Annual Report on Form 10-K of Trump Plaza Funding, Inc. and Trump Plaza
Associates for the year ended December 31, 1995.
(15) Incorporated herein by reference to the Exhibit in the Annual Report on
Form 10-K of Taj Mahal Holding Corp. for the year ended December 31, 1995.
(16) Incorporated herein by reference to the identically numbered Exhibit in the
Current Report on Form 8-K of Trump Hotels & Casino Resorts, Inc., dated
January 10, 1996.
(17) Incorporated herein by reference to the identically numbered Exhibit in the
Current Report on Form 8-K of Trump Hotels & Casino Resorts, Inc. dated
February 1, 1996.
(18) Incorporated herein by reference to the identically numbered Exhibit to the
Registration Statement on Form S-4, Registration No. 333-153, of Trump
Hotels & Casino Resorts, Inc.
(19) Previously filed in Registration Statement on Form S-1, Registration No.
333-643, of Trump Atlantic City Associates, Trump Atlantic City Funding,
Inc. and Trump Plaza Associates.
(20) Incorporated herein by reference to the identically numbered Exhibit to the
Quarterly Report on Form 10-Q of Trump Atlantic City Associates and Trump
Atlantic City Funding, Inc. for the quarter ended March 31, 1996.
(21) Incorporated herein by reference to the identically numbered Exhibit to the
Quarterly Report on Form 10-Q of Trump Atlantic City Associates and Trump
Atlantic City Funding, Inc. for the quarter ended June 31, 1996.
(22) Incorporated herein by reference to the identically numbered Exhibit to the
Quarterly Report on Form 10-Q of Trump Atlantic City Associates and Trump
Atlantic City Funding, Inc. for the quarter ended September 31, 1996.
49
(23) Incorporated herein by reference to the identically numbered Exhibit to the
Annual Report on Form 10-K of Trump Atlantic City Associates and Trump
Atlantic City Funding, Inc. for the year ended December 31, 1996.
(24) Incorporated herein by reference to the identically numbered Exhibit to the
Registration Statement on Form S-4, Registration No. 333-43975, of Trump
Atlantic City Associates and Trump Atlantic City Funding III, Inc.
(25) Incorporated herein by reference to the identically numbered Exhibit to the
Registration Statement on Form S-4, Registration No. 333-43979, of Trump
Atlantic City Associates and Trump Atlantic City Funding II, Inc.
(26) Incorporated herein by reference to the identically numbered Exhibit in
Amendment No. 1 to Registration Statement on Form S-4, Registration No.
333-43979, of Trump Atlantic City Associates and Trump Atlantic City
Funding II, Inc.
(27) Incorporated herein by reference to the identically numbered Exhibit to the
Annual Report on Form 10-K of Trump Atlantic City Associates, Trump
Atlantic City Funding, Inc., Trump Atlantic City Funding II, Inc. and Trump
Atlantic City Funding III, Inc. for the year ended December 31, 1997.
(28) Incorporated herein by reference to the identically numbered Exhibit to the
Annual Report on Form 10-K of Trump Atlantic City Associates, Trump
Atlantic City Funding, Inc., Trump Atlantic City Funding II, Inc. and Trump
Atlantic City Funding III, Inc. for the year ended December 31, 1999.
(d) Financial Statement Schedules.
See "Financial Statements and Supplementary Data--Index to Financial
Statements and Financial Statement Schedule" for a list of the financial
statement schedule included in this Annual Report.
IMPORTANT FACTORS RELATING TO FORWARD-LOOKING STATEMENTS
The Private Securities Litigation Reform Act of 1995 provides a "safe
harbor" for forward-looking statements so long as those statements are
identified as forward-looking and are accompanied by meaningful cautionary
statements identifying important factors that could cause actual results to
differ materially from those projected in such statements. In connection with
certain forward-looking statements contained in this Annual Report on Form 10-K
and those that may be made in the future by or on behalf of the Registrants, the
Registrants note that there are various factors that could cause actual results
to differ materially from those set forth in any such forward-looking
statements. The forward-looking statements contained in this Annual Report were
prepared by management and are qualified by, and subject to, significant
business, economic, competitive, regulatory and other uncertainties and
contingencies, all of which are difficult or impossible to predict and many of
which are beyond the control of the Registrants. Accordingly, there can be no
assurance that the forward-looking statements contained in this Annual Report
will be realized or that actual results will not be significantly higher or
lower. The statements have not been audited by, examined by, compiled by or
subjected to agreed-upon procedures by independent accountants, and no third-
party has independently verified or reviewed such statements. Readers of this
Annual Report should consider these facts in evaluating the information
contained herein. In addition, the business and operations of the Registrants
are subject to substantial risks which increase the uncertainty inherent in the
forward-looking statements contained in this Annual Report. The inclusion of the
forward-looking statements contained in this Annual Report should not be
regarded as a representation by the Registrants or any other person that the
forward-looking statements contained in this Annual Report will be achieved. In
light of the foregoing, readers of this Annual Report are cautioned not to place
undue reliance on the forward-looking statements contained herein.
50
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, each registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
TRUMP ATLANTIC CITY ASSOCIATES
By: Trump Atlantic City Holding, Inc.,
its managing general partner
/s/ Donald J. Trump
-------------------
Donald J. Trump
President
March 30, 2001
TRUMP ATLANTIC CITY FUNDING, INC.
/s/ Donald J. Trump
-------------------
Donald J. Trump
President and Chief Executive Officer
March 30, 2001
TRUMP ATLANTIC CITY FUNDING II, INC.
/s/ Donald J. Trump
-------------------
Donald J. Trump
President and Chief Executive Officer
March 30, 2001
TRUMP ATLANTIC CITY FUNDING III, INC.
/s/ Donald J. Trump
--------------------
Donald J. Trump
President and Chief Executive Officer
March 30, 2001
51
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated:
TRUMP ATLANTIC CITY ASSOCIATES
By: Trump Atlantic City Holding, Inc.,
its managing general partner
Signatures Title Date
---------- ----- ----
/s/ Donald J. Trump Chairman of the Board of March 30, 2001
------------------- Directors and President (principal
Donald J. Trump executive officer)
/s/ Francis X. McCarthy, Jr. Chief Financial Officer March 30, 2001
---------------------------- (principal financial and
Francis X. McCarthy, Jr. accounting officer)
/s/ Wallace B. Askins Director March 30, 2001
---------------------
Wallace B. Askins
/s/ Don M. Thomas Director March 30, 2001
-----------------
Don M. Thomas
52
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated:
TRUMP ATLANTIC CITY FUNDING, INC.
Signatures Title Date
---------- ----- ----
/s/ Donald J. Trump Chairman of the Board of March 30, 2001
------------------- Directors, President and
Donald J. Trump Chief Executive Officer
(principal executive officer)
/s/ Francis X. McCarthy, Jr. Chief Financial Officer March 30, 2001
---------------------------- (principal financial and
Francis X. McCarthy, Jr. accounting officer)
/s/ Wallace B. Askins Director March 30, 2001
---------------------
Wallace B. Askins
/s/ Don M. Thomas Director March 30, 2001
-----------------
Don M. Thomas
53
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated:
TRUMP ATLANTIC CITY FUNDING II, INC.
Signatures Title Date
---------- ----- ----
/s/ Donald J. Trump Chairman of the Board of March 30, 2001
------------------- Directors, President and
Donald J. Trump Chief Executive Officer
(principal executive officer)
/s/ Francis X. McCarthy, Jr. Chief Financial Officer March 30, 2001
---------------------------- (principal financial and
Francis X. McCarthy, Jr. accounting officer)
/s/ Wallace B. Askins Director March 30, 2001
---------------------
Wallace B. Askins
/s/ Don M. Thomas Director March 30, 2001
-----------------
Don M. Thomas
54
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated:
TRUMP ATLANTIC CITY FUNDING III, INC.
Signatures Title Date
---------- ----- ----
/s/ Donald J. Trump Chairman of the Board of March 30, 2001
------------------- Directors, President and
Donald J. Trump Chief Executive Officer
(principal executive officer)
/s/ Francis X. McCarthy, Jr. Chief Financial Officer March 30, 2001
---------------------------- (principal financial and
Francis X. McCarthy, Jr. accounting officer)
/s/ Wallace B. Askins Director March 30, 2001
---------------------
Wallace B. Askins
/s/ Don M. Thomas Director March 30, 2001
-----------------
Don M. Thomas
Supplemental Information to be Furnished With Reports Filed Pursuant to
Section 15(d) of the Securities Exchange Act of 1934 by Registrants Which Have
Not Registered Securities Pursuant to Section 12 of the Act.
The Registrants have not sent (and do not intend to send) an annual report
to security holders covering the Registrants' last fiscal year and have not sent
(and do not intend to send) a proxy statement, form of proxy or other proxy
soliciting materials to security holders.
55
INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE
Page
Report of Independent Public Accountants ......................................................................... F-2
Consolidated Balance Sheets as of December 31, 1999 and 2000 ..................................................... F-3
Consolidated Statements of Operations for the years ended December 31, 1998, 1999 and 2000 ....................... F-4
Consolidated Statements of Capital for the years ended December 31, 1998, 1999 and 2000 .......................... F-5
Consolidated Statements of Cash Flows for the years ended December 31, 1998, 1999 and 2000 ....................... F-6
Notes to Consolidated Financial Statements ....................................................................... F-8
Financial Statement Schedule Report of Independent Public Accountants ............................................ S-1
Schedule II--Valuation and Qualifying Accounts for the years Ended December 31, 1998, 1999 and 2000 .............. S-2
F-1
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Trump Atlantic City Associates and Subsidiaries:
We have audited the accompanying consolidated balance sheets of Trump
Atlantic City Associates (a New Jersey general partnership) and Subsidiaries as
of December 31, 1999 and 2000, and the related consolidated statements of
operations, capital and cash flows for each of the three years in the period
ended December 31, 2000. These financial statements are the responsibility of
the management of Trump Atlantic City Associates and Subsidiaries. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Trump Atlantic City
Associates and Subsidiaries as of December 31, 1999 and 2000, and the results of
their operations and their cash flows for each of the three years in the period
ended December 31, 2000, in conformity with accounting principles generally
accepted in the United States.
ARTHUR ANDERSEN LLP
Roseland, New Jersey
February 2, 2001
F-2
TRUMP ATLANTIC CITY ASSOCIATES
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1999 AND 2000
(In Thousands)
1999 2000
---------- ----------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents ........................................................ $ 75,061 $67,205
Trade receivables, net of allowances for doubtful accounts of $9,808 and
$13,080, respectively (Note 2) ................................................... 29,182 27,620
Accounts receivable, other (Note 2) .............................................. 4,699 6,697
Inventories ...................................................................... 9,458 8,928
Prepaid expenses and other current assets ........................................ 5,258 6,969
Due from affiliates, net (Note 6) ................................................ 62,948 80,013
----------- -----------
Total current assets .......................................................... 186,606 197,432
----------- -----------
PROPERTY AND EQUIPMENT (Notes 2 and 6):
Land and land improvements ....................................................... 171,965 172,507
Buildings and building improvements .............................................. 1,267,799 1,275,480
Furniture, fixtures and equipment ................................................ 215,901 231,357
Leasehold improvements ........................................................... 2,195 2,195
Construction in progress ......................................................... 24,873 17,483
----------- -----------
1,682,733 1,699,022
Less-Accumulated depreciation and amortization ................................... (360,134) (408,384)
----------- -----------
Net property and equipment .................................................... 1,322,599 1,290,638
----------- -----------
OTHER ASSETS:
Deferred bond issuance costs, net of accumulated amortization of $24,100 and
$29,341, respectively (Note 3) ................................................... 24,750 19,509
Other assets (Note 2) ............................................................ 36,911 34,847
----------- -----------
Total other assets ............................................................ 61,661 54,356
----------- -----------
Total assets .................................................................. $1,570,866 $1,542,426
=========== ===========
LIABILITIES AND CAPITAL
CURRENT LIABILITIES:
Current maturities of long-term debt (Note 3) .................................... $ 4,438 $ 4,553
Accounts payable ................................................................. 31,782 42,190
Accrued payroll .................................................................. 22,797 21,395
Self-insurance reserves (Note 4) ................................................. 7,806 8,458
Accrued interest payable (Note 3) ................................................ 24,375 24,375
Other accrued expenses (Note 8) .................................................. 40,527 31,109
Other current liabilities ........................................................ 7,344 7,532
----------- -----------
Total current liabilities ..................................................... 139,069 139,612
----------- -----------
NON-CURRENT LIABILITIES:
Long-term debt, net of current maturities (Note 3) ............................... 1,302,824 1,303,019
Other long-term liabilities ...................................................... 5,557 5,557
----------- -----------
Total noncurrent liabilities .................................................. 1,308,381 1,308,576
----------- -----------
Total liabilities ............................................................. 1,447,450 1,448,188
----------- -----------
COMMITMENTS AND CONTINGENCIES (Note 4):
CAPITAL:
Partners' capital ................................................................ 329,691 329,691
Accumulated deficit .............................................................. (206,275) (235,453)
----------- -----------
Total capital .................................................................... 123,416 94,238
----------- -----------
Total liabilities and capital .................................................... $1,570,866 $1,542,426
=========== ===========
The accompanying notes are an integral part of these balance sheets.
F-3
TRUMP ATLANTIC CITY ASSOCIATES
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1998, 1999 AND 2000
(In Thousands)
1998 1999 2000
---------- ---------- -----------
REVENUES:
Gaming ....................................................... $ 888,518 $ 867,556 $ 858,473
Rooms ........................................................ 77,060 74,057 59,583
Food and beverage ............................................ 110,932 106,111 99,521
Other (Note 7) ............................................... 32,733 50,438 29,308
---------- ---------- -----------
Gross revenues ............................................ 1,109,243 1,098,162 1,046,885
Less-Promotional allowances .................................. 130,151 124,735 113,070
---------- ---------- -----------
Net revenues .............................................. 979,092 973,427 933,815
---------- ---------- -----------
COSTS AND EXPENSES:
Gaming ....................................................... 545,204 550,441 529,998
Rooms ........................................................ 27,988 28,712 25,532
Food and beverage ............................................ 38,192 37,519 31,081
General and administrative ................................... 168,584 173,578 174,125
Depreciation and amortization ................................ 61,135 58,615 51,924
Trump World's Fair closing (Note 8) .......................... -- 123,959 814
---------- ---------- -----------
841,103 972,824 813,474
---------- ---------- -----------
Income from operations .................................... 137,989 603 120,341
---------- ---------- -----------
NON-OPERATING INCOME (EXPENSE):
Interest income .............................................. 5,508 3,396 4,109
Interest expense (Note 3) .................................... (154,578) (153,759) (153,664)
Non-operating income ...................................... -- 417 36
---------- ---------- -----------
Non-operating expense, net ................................... (149,070) (149,946) (149,519)
---------- ---------- -----------
Net loss ..................................................... $ (11,081) $ (149,343) $ (29,178)
========== ========== ===========
The accompanying notes are an integral part of these statements.
F-4
TRUMP ATLANTIC CITY ASSOCIATES
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CAPITAL
FOR THE YEARS ENDED DECEMBER 31, 1998, 1999 AND 2000
(In Thousands)
Partners' Accumulated
Capital Deficit Total
----------------------------------------------
Balance, December 31, 1997 ......................................... $ 373,790 $ (45,851) $ 327,939
Reversal of Capital Contributed by Trump Hotels & Casino
Resorts Holdings, L.P. (Note 6) .................................... (44,099) -- (44,099)
Net Loss ........................................................... -- (11,081) (11,081)
----------- ----------- ------------
Balance, December 31, 1998 ......................................... 329,691 (56,932) 272,759
Net Loss ........................................................... -- (149,343) (149,343)
----------- ----------- ------------
Balance, December 31, 1999 ......................................... 329,691 (206,275) 123,416
Net Loss ........................................................... -- (29,178) (29,178)
----------- ----------- ------------
Balance, December 31, 2000 ......................................... $ 329,691 $ (235,453) $ 94,238
=========== =========== ============
The accompanying notes are an integral part of these statements.
F-5
TRUMP ATLANTIC CITY ASSOCIATES
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1998, 1999 AND 2000
(In Thousands)
1998 1999 2000
---------- ---------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss ............................................................................... $ (11,081) $ (149,343) $ (29,178)
Adjustments to reconcile net loss to net cash flows provided by operating activities:
Noncash charges:
Depreciation and amortization ...................................................... 61,135 58,615 51,924
Accretion of discount on indebtedness .............................................. 765 681 607
Amortization of deferred loan offering costs ....................................... 6,593 5,894 5,241
Provision for losses on receivables ................................................ 14,349 24,503 5,437
Valuation allowance of CRDA investments ............................................ 2,306 4,270 6,895
Gain on acquisition of property .................................................... -- (17,200) --
(Gain) loss on disposition of property ............................................. -- (460) 1,509
Write-off of net book value of Trump World's Fair closing .......................... -- 97,221 --
(Increase) decrease in receivables ..................................................... (17,796) 2,435 (5,873)
Decrease (increase) in inventories ..................................................... 697 (276) 530
Decrease (increase) in prepaid expenses and other current assets ....................... 214 2,459 (1,554)
(Increase) decrease in other assets .................................................... (5,053) (45) 3,119
Increase in amounts due from affiliates ................................................ (57,249) (27,918) (17,065)
Increase in accounts payable, accrued expenses and other current liabilities ........... 9,930 26,768 253
Decrease in other long-term liabilities ................................................ (1,258) -- --
---------- ---------- -----------
Net cash provided by operating activities .............................................. 3,552 27,604 21,845
---------- ---------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment .................................................... (20,912) (21,506) (15,125)
Purchases of CRDA investments .......................................................... (7,604) (10,960) (10,861)
Proceeds from disposition of property .................................................. -- 4,502 --
---------- ---------- -----------
Net cash used in investing activities .................................................. (28,516) (27,964) (25,986)
---------- ---------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Cost of issuing debt ................................................................... (395) -- --
Additional Borrowings .................................................................. -- -- 2,978
Payments and current maturities of long-term debt ...................................... (8,566) (5,533) (6,693)
---------- ---------- -----------
Net cash used in financing activities .................................................. (8,961) (5,533) (3,715)
---------- ---------- -----------
NET DECREASE IN CASH AND CASH EQUIVALENTS ................................................ (33,925) (5,893) (7,856)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR ........................................... 114,879 80,954 75,061
---------- ---------- -----------
CASH AND CASH EQUIVALENTS AT END OF YEAR ................................................. $ 80,954 $ 75,061 $ 67,205
========== ========== ===========
The accompanying notes are an integral part of these statements.
F-6
TRUMP ATLANTIC CITY ASSOCIATES
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1998, 1999 AND 2000
(In Thousands) (Continued)
1998 1999 2000
---------- --------- ----------
Supplemental Disclosures of Cash Flow Information:
. Equipment purchased under capital leases ..................................... $ 3,509 $ 9,416 $ 4,159
========== ========= ==========
. Cash paid during the year for interest ....................................... $ 147,256 $ 147,308 $ 148,125
========== ========= ==========
The accompanying notes are an integral part of these statements.
F-7
TRUMP ATLANTIC CITY ASSOCIATES
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) Organization
The accompanying consolidated financial statements include those of
Trump Atlantic City Associates ("Trump AC"), a New Jersey general partnership
and its subsidiaries, Trump Plaza Associates, a New Jersey general partnership
("Plaza Associates"), which owns and operates the Trump Plaza Hotel and Casino
located in Atlantic City, New Jersey ("Trump Plaza"), Trump Taj Mahal
Associates, a New Jersey general partnership ("Taj Associates"), which owns and
operates the Trump Taj Mahal Casino Resort located in Atlantic City, New Jersey
(the "Taj Mahal"), Trump Atlantic City Funding, Inc., a Delaware corporation
("Trump AC Funding"), Trump Atlantic City Funding II, Inc., a Delaware
corporation ("Trump AC Funding II"), Trump Atlantic City Funding III, Inc., a
Delaware corporation ("Trump AC Funding III)", Trump Atlantic City Corporation,
a Delaware Corporation ("TACC"), and Trump Casino Services, L.L.C., a New Jersey
limited liability company ("Trump Services"). Trump AC's sole sources of
liquidity are distributions in respect of its interests in Plaza Associates and
Taj Associates. Trump AC is 100% beneficially owned by Trump Hotels & Casino
Resorts Holdings, L.P., a Delaware limited partnership ("THCR Holdings"). Trump
AC, Trump AC Funding, Trump AC Funding II and Trump AC Funding III have no
independent operations and, therefore, their ability to service debt is
dependent upon the successful operations of Plaza Associates and Taj Associates.
There are no restrictions on the ability of the guarantors (the "Subsidiary
Guarantors") of the Trump AC Mortgage Notes (see Note 3) to distribute funds to
Trump AC.
The separate financial statements of the Subsidiary Guarantors have not
been included because (i) the Subsidiary Guarantors constitute all of Trump AC's
direct and indirect subsidiaries; (ii) the Subsidiary Guarantors have fully and
unconditionally guaranteed the Trump AC Mortgage Notes on a joint and several
basis; (iii) the aggregate assets, liabilities, earnings and equity of the
Subsidiary Guarantors are substantially equivalent to the assets, liabilities,
earnings and equity of Trump AC on a consolidated basis; and (iv) the separate
financial and other disclosures concerning the Subsidiary Guarantors are not
deemed material to investors. The assets and operations of the nonguarantor
subsidiaries are not significant.
All significant intercompany balances and transactions have been
eliminated in the accompanying consolidated financial statements.
(2) Summary of Significant Accounting Policies
Organization and Basis of Presentation
Trump AC has no operations, except for its ownership of Plaza
Associates and Taj Associates. A substantial portion of Trump AC's revenues are
derived from its gaming operations. Competition in the Atlantic City casino
market is intense and management believes that this competition will continue as
more casinos are opened and new entrants into the gaming industry become
operational.
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.
Revenue Recognition
Gaming revenues represent the net win from gaming activities which is
the difference between amounts wagered and amounts won by patrons. Revenue from
hotel and other services are recognized at the time the related service is
performed.
Trump AC provides an allowance for doubtful accounts arising from
casino, hotel and other services, which is based upon a specific review of
certain outstanding receivables as well as historical collection information. In
determining the amount of the allowance, management is required to make certain
estimates and assumptions regarding the timing and amount of collection. Actual
results could differ from those estimates and assumptions.
F-8
Promotional Allowances
The retail value of accommodations, food, beverage and other services
provided to customers without charge is included in gross revenue and deducted
as promotional allowances. The estimated departmental costs of providing such
promotional allowances are included in gaming costs and expenses as follows:
Year Ended December 31,
---------------------------------------------
1998 1999 2000
------------ ------------ ------------
Rooms ........................... $ 19,530,000 $ 18,416,000 $ 17,578,000
Food and Beverage ............... 58,631,000 55,840,000 58,403,000
Other ........................... 13,519,000 15,263,000 9,178,000
------------ ------------ ------------
$ 91,680,000 $ 89,519,000 $ 85,159,000
============ ============ ============
Inventories
Inventories of provisions and supplies are carried at the lower of cost
(weighted average) or market.
Property and Equipment
Property and equipment is carried at cost and is depreciated on the
straight-line method using rates based on the following estimated useful lives:
Buildings and building improvements .................... 40 years
Furniture, fixtures and equipment ...................... 3-10 years
Leasehold improvements ................................. 10-40 years
Long-Lived Assets
The provisions of Statement of Financial Accounting Standard No. 121
"Accounting for the Impairment of Long-Lived Assets" ("SFAS No. 121") requires,
among other things, that an entity review its long-lived assets and certain
related intangibles for impairment whenever changes in circumstances indicate
that the carrying amount of an asset may not be fully recoverable. Impairment of
long-lived assets exists if, at a minimum, the future expected cash flows
(undiscounted and without interest charges) from an entity's operations are less
than the carrying value of these assets. Trump AC does not believe that any such
changes have occurred.
Income Taxes
State income taxes are recorded in accordance with Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes" ("SFAS No.
109"). SFAS No. 109 requires recognition of deferred tax assets and liabilities
for the expected future tax consequences of events that have been included in
the financial statements or tax returns. Under this method, deferred tax assets
and liabilities are determined based on the difference between the financial
statement and the tax basis of assets and liabilities using enacted tax rates.
The accompanying consolidated financial statements do not include a
provision for federal income taxes since any income or losses are allocated to
the partners and are reportable for federal income tax purposes by the partners.
Under the New Jersey Casino Control Act (the "Casino Control Act"),
both Plaza Associates and Taj Associates are required to file a New Jersey
corporation business tax return. For New Jersey State Income Tax purposes, Plaza
Associates and Taj Associates have net operating loss carry-forwards of
approximately $172,000,000 and $165,000,000, respectively. A valuation allowance
of $172,000,000 and $165,000,000, respectively, has been provided for the
deferred tax benefits of the operating loss carry forwards.
F-9
Statements of Cash Flows
For purposes of the statements of cash flows, cash and cash equivalents
include hotel and casino funds, funds on deposit with banks and temporary
investments purchased with a maturity of three months or less.
Recent Accounting Pronouncements
In 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities." In June 2000,
the Financial Accounting Standards Board Issued SFAS No. 138, which amended SFAS
No. 133. These Statements establish accounting and reporting standards
requiring that every derivative instrument (including certain derivative
instruments embedded in other contracts) be recorded in the balance sheet as
either an asset or a liability measured at its fair value. The Statements
require that changes in the derivative's fair value be recognized currently in
earnings unless specific hedge accounting criteria are met. Special accounting
for qualifying hedges allows a derivative's gains and losses to offset related
results on the hedged item in the income statement and requires that a company
must formally document, designate, and assess the effectiveness of transactions
that receive hedge accounting. The Company is required to adopt these standards
in the first quarter of 2001. Based on Management's current understanding of the
Statements, adoption is not expected to have a material impact on the Company's
financial statements.
In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin No. 101 ("SAB 101"), Revenue Recognition in Financial
Statements. SAB 101 addresses various topics in revenue recognition including
the recognition of revenue for contracts involving multiple deliverables. The
adoption of SAB 101, which the Company adopted during 2000, did not have a
material impact on the Company's financial statements.
Reclassifications
Certain reclassifications have been made to prior year financial
statements to conform to the current year presentation.
Other Assets
Plaza Associates is appealing a real estate tax assessment by the City
of Atlantic City. At December 31, 1999 and 2000, other assets include $8,014,000
which Plaza Associates believes will be recoverable on the settlement of the
appeal.
(3) Long-Term Debt
Long-term debt consists of the following:
December 31, December 31,
1999 2000
--------------- ---------------
Trump AC Mortgage Notes (11 1/4% First Mortgage Notes, due 2006) (a) ........... $ 1,200,000,000 $ 1,200,000,000
Trump AC Mortgage Notes (11 1/4% First Mortgage Notes, due 2006), net of
unamortized discount of $1,932,000 and $1,525,000, respectively (a) ........... 73,068,000 73,475,000
Trump AC Mortgage Notes (11 1/4% First Mortgage Notes, due 2006), net of
unamortized discount of $949,000 and $749,000, respectively (a) ............... 24,051,000 24,251,000
Mortgage notes payable (b) ..................................................... 1,295,000 1,238,000
Capitalized lease obligations (c) .............................................. 8,848,000 8,608,000
--------------- ---------------
1,307,262,000 1,307,572,000
Less-Current maturities ........................................................ (4,438,000) (4,553,000)
--------------- ---------------
$ 1,302,824,000 $ 1,303,019,000
=============== ===============
- -------------------
(a) Trump AC together with Trump AC Funding issued the Trump AC Mortgage Notes
in an aggregate principal amount of $1,200,000,000 which bear interest at
11.25% and are due May 1, 2006. Interest on the Trump AC Mortgage Notes is
due semiannually. The Trump AC Mortgage Notes are guaranteed as to payment
of principal and interest jointly and severally by Taj Associates, Plaza
Associates, Trump AC and all future subsidiaries of Trump AC (other than
Trump AC Funding). The Trump AC Mortgage Notes are jointly and severally
secured by mortgages representing a first lien and security interest on
substantially all of the assets of Taj Associates and Plaza Associates.
The indenture pursuant to which the Trump AC Mortgage Notes were issued
restricts the ability of Trump AC and its subsidiaries to make
distributions or to pay dividends, as the case may be, unless certain
financial ratios are achieved. In addition, the ability of Plaza Associates
and Taj Associates to make payments of dividends or distributions (except
for payment of interest) through Trump AC to THCR Holdings may be
restricted by the New Jersey Casino Control Commission ("CCC").
Trump AC together with Trump AC Funding II and Trump AC Funding III issued
Trump AC Mortgage Notes in an aggregate principal amount of $75,000,000 and
$25,000,000, respectively, which bear interest at 11.25% and are due May 1,
2006. Interest on the Trump AC Mortgage Notes is due semiannually. The
Trump AC Mortgage Notes are guaranteed as to payment of principal and
interest jointly and severally by Taj Associates, Plaza Associates,
F-10
Trump AC and all future subsidiaries of Trump AC (other than Trump AC
Funding). The Trump AC Mortgage Notes are jointly and severally secured by
mortgages representing a first lien and security interest on substantially
all of the assets of Taj Associates and Plaza Associates.
Costs of $48,850,000 associated with the issuance of the Trump AC Mortgage
Notes are being amortized over the term of the Trump AC Mortgage Notes.
Amortization is included in interest expense in the accompanying statements
of operations and totaled $6,593,000, $5,894,000 and $5,241,000 for the
years ended December 31, 1998, 1999 and 2000, respectively.
(b) Interest on these notes is payable with an interest rate of 8.5%. The notes
are due in 2012 and are secured by certain real property.
(c) Interest on these leases are payable with interest rates ranging from 7.1%
to 13.0%. The leases are due at various dates between 2001 and 2005 and are
secured by equipment.
Future minimum payments under capital leases (principal portion included in the
table of debt maturities below) are as follows:
2001 ............................................ $ 5,445,000
2002 ............................................ 3,682,000
2003 ............................................ 925,000
2004 ............................................ 24,000
2005 ............................................ 5,000
---------------
Total minimum payments .......................... 10,081,000
Less: Amount representing interest .............. (1,473,000)
---------------
Present Value of minimum lease payments ......... $ 8,608,000
===============
The aggregate maturities of long-term debt as of December 31, 2000 are as
follows:
2001 ............................................ $ 4,553,000
2002 ............................................ 3,396,000
2003 ............................................ 839,000
2004 ............................................ 101,000
2005 ............................................ 93,000
Thereafter ...................................... 1,300,864,000
---------------
$ 1,309,846,000
===============
The ability of Trump AC to repay its long-term debt when due will
depend on the ability of Plaza Associates and Taj Associates to generate cash
from operations sufficient for such purposes or on the ability of Trump AC to
refinance such indebtedness. Cash flow from operations may not be sufficient to
repay a substantial portion of the principal amount of the Trump AC Mortgage
Notes upon maturity in 2006. The future operating performance and the ability to
refinance such indebtedness will be subject to the then prevailing economic
conditions, industry conditions and numerous other financial, business and other
factors, many of which are beyond the control of Trump AC. There can be no
assurance that the future operating performance of Plaza Associates and Taj
Associates will be sufficient to meet these repayment obligations or that the
general state of the economy, the status of the capital markets generally or the
receptiveness of the capital markets to the gaming industry will be conducive to
refinancing or other attempts to raise capital.
F-11
(4) Commitments and Contingencies
Leases and Employment Agreements
Trump AC leases certain property (primarily land), office, warehouse
space, certain parking space, and various equipment under operating leases. Rent
expense for the years ended December 31, 1998, 1999 and 2000 was $8,470,000,
$6,890,000 and $6,099,000, respectively.
Future minimum lease payments under the noncancellable operating leases
are as follows:
2001 ............................................... $ 4,402,000
2002 ............................................... 3,267,000
2003 ............................................... 1,354,000
2004 ............................................... 1,103,000
2005 ............................................... 1,104,000
Thereafter ......................................... 83,332,000
---------------
$ 94,562,000
===============
Certain of these leases contain options to purchase the leased
properties at various prices throughout the leased terms.
As of December 31, 2000, Trump AC had employment agreements with
certain key employees with commitments of approximately $8,531,000. These
commitments mature at various dates through 2003.
Taj Associates received a permit under the Coastal Area Facilities
Review Act ("CAFRA") (which included a condition of Taj Associates' casino
license) that initially required Taj Associates begin construction of certain
improvements on the Steel Pier by October 1992, which improvements were to be
completed within 18 months of commencement. Taj Associates initially proposed a
concept to improve the Steel Pier, the estimated cost of which was $30,000,000.
Such concept was approved by the New Jersey Department of Environmental
Protection, the agency which administers CAFRA. In March 1993, Taj Associates
obtained a modification of its CAFRA permit providing for the extension of the
required commencement and completion dates of the improvements to the Steel Pier
for one year, which has been renewed annually based upon an interim use of the
Steel Pier as an amusement park. The pier sublease terminates on December 31,
2003 unless extended.
Casino License Renewal
The operation of an Atlantic City hotel and casino is subject to
significant regulatory controls which affect virtually all of its operations.
Under the Casino Control Act, Plaza Associates and Taj Associates are required
to maintain certain licenses. Casino licenses must be renewed periodically, are
not transferable, are dependent on the financial stability of the licensee and
can be revoked at any time.
In June 1999, the CCC renewed Plaza Associates' and Taj Associates'
casino licenses to operate Trump Plaza and the Taj Mahal for a period of four
years through June 30, 2003 and March 31, 2003, respectively. Also, in June
1999, the CCC renewed Trump Services' casino license for a period of four years
through July 23, 2003. Upon revocation, suspension for more than 120 days, or
failure to renew the casino license, the Casino Control Act provides for the
mandatory appointment of a conservator to take possession of the hotel and
casino's business and property, subject to all valid liens, claims and
encumbrances.
Legal Proceedings
Plaza Associates, Taj Associates, its Partners, certain members of its
former Executive Committee, and certain of its employees, have been involved in
various legal proceedings. In general, Plaza Associates and Taj Associates have
agreed to indemnify such persons against any and all losses, claims, damages,
expenses (including reasonable costs, disbursements and counsel fees) and
liabilities (including amounts paid or incurred in satisfaction of settlements,
judgments, fines and penalties) incurred by them in said legal proceedings.
F-12
Various legal proceedings are now pending against Plaza Associates and
Taj Associates. Plaza Associates and Taj Associates consider all such
proceedings to be ordinary litigation incident to the character of their
business. Plaza Associates and Taj Associates believe that the resolution of
these claims will not, individually or in the aggregate, have a material adverse
effect on their financial condition or results of operations.
Plaza Associates and Taj Associates are also a party to various
administrative proceedings involving allegations that they have violated certain
provisions of the Casino Control Act. Plaza Associates and Taj Associates
believe that the final outcome of these proceedings will not, either
individually or in the aggregate, have a material adverse effect on their
financial condition, results of operations or on the ability of Plaza Associates
or Taj Associates to otherwise retain or renew any casino or other licenses
required under the Casino Control Act for the operation of the respective
properties.
Self-Insurance Reserves
Self-insurance reserves represent the estimated amounts of uninsured
claims related to employee health medical costs, workmen's compensation and
personal injury claims that have occurred in the normal course of business.
These reserves are established by management based upon specific review of open
claims, with consideration of incurred but not reported claims as of the balance
sheet date. The costs of the ultimate disposition of these claims may differ
from these reserve amounts.
Federal Income Tax Examination
Plaza Associates and Taj Associates are currently involved in
examinations with the Internal Revenue Service ("IRS") concerning Plaza
Associates' federal partnership income tax returns for the years 1993 through
1996 and Taj Associates' federal partnership income tax returns for the tax
years 1994 through 1996. While any adjustment which results from this
examination could affect Plaza Associates' and Taj Associates' state income tax
returns, Plaza Associates and Taj Associates do not believe that adjustments, if
any, will have a material adverse effect on its financial condition or results
of operations.
Casino Reinvestment Development Authority Obligations
Pursuant to the provisions of the Casino Control Act, Plaza Associates
and Taj Associates, must either obtain investment tax credits (as defined in the
Casino Control Act), in an amount equivalent to 1.25% of its gross casino
revenues, or pay an alternative tax of 2.5% of its gross casino revenues (as
defined in the Casino Control Act). Investment tax credits may be obtained by
making qualified investments or by the purchase of bonds at below market
interest rates from the Casino Reinvestment Development Authority ("CRDA").
Plaza Associates and Taj Associates intend on satisfying their obligations
primarily by depositing funds to be used for the purchase of bonds or by making
qualified investments. Plaza Associates and Taj Associates are required to make
quarterly deposits with the CRDA based on 1.25% of its gross revenue. For the
years ended December 31, 1998, 1999 and 2000, Trump AC charged to operations
$3,758,000, $4,178,000 and $4,843,000 respectively, to give effect to the below
market interest rates associated with CRDA bonds that have either been issued or
are expected to be issued from funds deposited. From time to time Plaza
Associates and Taj Associates have elected to donate funds they have on deposit
with the CRDA for various projects. Donations in the amounts of $119,000,
$145,000 and $3,920,000 were made during the years ended December 31, 1998, 1999
and 2000, respectively. As a result of these donations, Trump AC charged the
carrying value to operations of $53,000, $92,000 and $2,052,000 during the years
ended December 31, 1998, 1999 and 2000.
Concentrations of Credit Risks
In accordance with casino industry practice, Plaza Associates and Taj
Associates extend credit to qualified casino patrons, after background checks
and investigations of credit worthiness. For the years ended December 31, 1999
and 2000, approximately 29.1% and 17.5%, respectively, of casino receivables
(before allowances) were from customers whose primary residence is outside the
United States, and approximately 5.9% and 6.4%, respectively, represents credit
extended to patrons from the Far East.
F-13
(5) Employee Benefit Plans
Plaza Associates and Taj Associates have a retirement savings plan (the
"Plan") for its nonunion employees under Section 401(k) of the Internal Revenue
Code. Employees are eligible to contribute up to 15% of their earnings to the
Plan in 1998 and 20% in 1999 and 2000. Plaza Associates and Taj Associates will
match 50% of the first 6% in 1998, 1999 and 2000. Trump AC recorded charges of
$3,483,000, $3,560,000 and $3,637,000 for matching contributions for the years
ended December 31, 1998, 1999 and 2000, respectively.
Plaza Associates and Taj Associates make payments to various trusteed
multi-employer pension plans under industry-wide union agreements. The payments
are based on the hours worked by or gross wages paid to covered employees. Under
the Employee Retirement Income Security Act, Plaza Associates and Taj Associates
may be liable for their share of the plan's unfunded liabilities, if any, if the
plans are terminated. Pension expense charged to operations for the years ended
December 31, 1998, 1999 and 2000 was $1,682,000, $2,074,000 and $2,906,000
respectively.
(6) Transactions with Affiliates
In 1996 and 1997, Plaza Associates purchased certain property for
$24,599,000 with capital contributed by THCR Holdings. In addition, in 1996 THCR
Holdings contributed $19,500,000 in capital to Plaza Associates for improvements
related to Trump Worlds Fair. In 1998, these amounts, which were originally
recorded as capital, were reversed and reclassified as amounts due to
affiliates. Trump AC subsequently repaid $33,074,000 to THCR Holdings.
Trump AC has engaged in certain transactions with Trump and entities
that are wholly or partially owned by Trump. Amounts receivable at December 31
are as follows:
Year Ended December 31,
-------------------------------
1999 2000
------------- ------------
Castle Associates (a) ....................... $ 19,173,000 $ 15,947,000
Trump Organization (a) ...................... -- 483,000
THCR Holdings (a) ........................... 43,775,000 63,583,000
------------- ------------
$ 62,948,000 $ 80,013,000
============= ============
(a) Trump Atlantic City Associates engages in various transactions with the
other Atlantic City hotel/casinos and related casino entities owned by
Trump. These transactions are charged at cost or normal selling price in
the case of retail items and include certain shared professional fees,
insurance, and payroll costs as well as complimentary services offered to
customers.
Beginning in late 1997, Trump Plaza and the Taj Mahal utilize certain
facilities owned by Trump to entertain high-end customers. Management
believes that the ability to utilize these facilities has enhanced Trump
AC's revenues. In 1998, 1999 and 2000, Trump AC incurred approximately
$861,000, $1,574,000 and $386,000, respectively, for customer costs
associated with such utilization. In addition, in exchange for having
Trump's plane available to customers of Trump Plaza and the Taj Mahal,
Trump AC has incurred pilot costs of approximately $197,000, $238,000 and
$241,000 for the years ended December 31, 1998, 1999 and 2000,
respectively.
Trump Services was formed for the purpose of realizing cost savings and
operational synergies by consolidating certain administrative functions of, and
providing certain services to, Plaza Associates, Taj Associates and Castle
Associates. Effective December 31, 2000, Trump Services was merged into Taj
Associates, and the obligations and administrative duties and responsibilities
of Trump Services were assumed by Trump Administration, a separate division of
Taj Associates ("Trump Administrations"). Management believes that Trump
Administration's services will continue to result in substantial cost savings
and operational synergies.
F-14
(7) All Star Cafe Transaction
All Star Cafe, Inc. ("All Star") had entered into a twenty-year lease
(the "All Star Cafe Lease") with Taj Associates for the lease of space at the
Taj Mahal to operate an All Star Cafe. The basic rent under the All Star Cafe
Lease was $1,000,000 per year, payable in equal monthly installments. In
addition, All Star was to pay percentage rent as defined.
On September 15, 1999 an agreement was reached between Taj Associates,
All Star and Planet Hollywood International, Inc. to terminate the All Star Cafe
Lease effective September 24, 1999. Upon termination of the All Star Cafe Lease,
all improvements, alterations and All Star's personal property with the
exception of specialty trade fixtures became the property of Taj Associates. Taj
Associates recorded the $17,200,000 estimated fair market value of these assets
in other revenue based on an independent appraisal.
Taj Associates has since remodeled the facility into an entertainment
complex called the "Casbah" consisting of a Boardwalk level bar, a seasonal
outdoor dining area with live bands and a centerpiece high-energy nightclub. The
Casbah complex opened in June 2000.
(8) Trump World's Fair Closing
On October 4, 1999, THCR closed Trump World's Fair. The estimated cost
of closing Trump World's Fair at December 31, 1999 was $123,959,000, which
included $97,221,000 for the writedown of the net book value of the assets and
$26,738,000 of costs incurred and to be incurred in connection with the closing
and demolition of the building. For the year ended December 31, 2000, an
additional $814,000 was charged to operations.
(9) Fair Value of Financial Instruments
The carrying amount of the following financial instruments approximates
fair value, as follows: (a) cash and cash equivalents, receivables and payables
are based on the short term nature of these financial instruments and (b) CRDA
bonds and deposits are based on the allowances to give effect to the below
market interest rates.
The estimated fair values of other financial instruments are as
follows:
December 31, 2000
----------------------------------------
Carrying Amount Fair Value
------------------- -------------------
Trump AC Mortgage Notes $ 1,200,000,000 $ 792,000,000
Trump AC Funding II Mortgage Notes $ 73,475,000 $ 49,500,000
Trump AC Funding III Mortgage Notes $ 24,251,000 $ 16,500,000
The fair values of the Trump AC Mortgage Notes, Trump AC Funding II
Mortgage Notes and Trump AC Funding III Mortgages Notes are based on quoted
market prices as of December 31, 2000.
There are no quoted market prices for other notes payable and a reasonable
estimate could not be made without incurring excessive costs.
F-15
(10) Combined Financial Information - Trump AC Funding, Trump AC Funding II and
Trump AC Funding III
Combined financial information relating to Trump AC Funding, Trump AC
Funding II and Trump AC Funding III as of December 31, 2000 is as follows:
Total Assets (including First Mortgage Notes receivable of $1,297,726,000 and
related interest receivable) ...................................................$ 1,322,101,000
===================
Total Liabilities and Capital (including First Mortgage Notes payable
of $1,297,726,000 and related interest payable) ................................$ 1,322,101,000
===================
Interest Income ................................................................$ 146,249,000
===================
Interest Expense ...............................................................$ 146,249,000
===================
Net Income .....................................................................$ --
===================
(11) Quarterly Financial Data (unaudited) - Selected quarterly financial data of
Trump AC is as follows:
1999
- -----------------------------------------------------------------------------------------------------------------
First Quarter Second Quarter Third Quarter Fourth Quarter
------------- -------------- ------------- --------------
Net Revenues $214,297,000 $249,042,000 $284,664,000 $225,424,000
Income/(loss) from Operations 20,169,000 37,017,000 (62,264,000) 5,681,000
Net Loss (17,186,000) (544,000) (99,927,000) (31,686,000)
2000
- -----------------------------------------------------------------------------------------------------------------
First Quarter Second Quarter Third Quarter Fourth Quarter
------------- -------------- ------------- --------------
Net Revenues $218,218,000 $234,631,000 $267,504,000 $213,462,000
Income from Operations 25,853,000 29,535,000 51,400,000 13,553,000
Net Income/(loss) (11,798,000) (7,969,000) 13,786,000 (23,197,000)
F-16
To Trump Atlantic City Associates and Subsidiaries:
We have audited in accordance with auditing standards generally
accepted in the United States, the consolidated financial statements of Trump
Atlantic City Associates and Subsidiaries included in this Form 10-K and have
issued our report thereon dated February 2, 2001. Our audit was made for the
purpose of forming an opinion on the basic consolidated financial statements
taken as a whole. The accompanying schedule is the responsibility of the
management of Trump Atlantic City Associates and Subsidiaries and is presented
for purposes of complying with the Securities and Exchange Commission's rules
and is not part of the basic consolidated financial statements. This schedule
has been subjected to the auditing procedures applied in the audit of the basic
consolidated financial statements and, in our opinion, fairly states in all
material respects the financial data required to be set forth therein in
relation to the basic consolidated financial statements taken as a whole.
ARTHUR ANDERSEN LLP
Roseland, New Jersey
February 2, 2001
S-1
SCHEDULE II
TRUMP ATLANTIC CITY ASSOCIATES AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 1998, 1999 AND 2000
Balance at Charged to Other Balance at
Beginning Costs and Changes End of
of Period Expenses (Deductions) Period
YEAR ENDED DECEMBER 31, 1998:
Allowance for doubtful accounts ................ $ 17,095,000 $ 14,349,000 $ (5,743,000) (A) $ 25,701,000
Valuation allowance for CRDA investments ....... $ 15,707,000 $ 3,811,000 $ (8,720,000) (B) $ 10,798,000
YEAR ENDED DECEMBER 31, 1999:
Allowance for doubtful accounts ................ $ 25,701,000 $ 24,503,000 $ (40,396,000) (A) $ 9,808,000
Valuation allowance for CRDA investments ....... $ 10,798,000 $ 4,270,000 $ (2,118,000) (C) $ 12,950,000
YEAR ENDED DECEMBER 31, 2000:
Allowance for doubtful accounts ................ $ 9,808,000 $ 5,437,000 $ (2,165,000) (A) $ 13,080,000
Valuation allowance for CRDA investments ....... $ 12,950,000 $ 6,895,000 $ (7,957,000) (D) $ 11,888,000
- -----------
(A) Writeoff of uncollectible accounts.
(B) Includes the reclassification of approximately $14,330,000 of previous
CRDA deposits, the carrying value of which was $7,165,000 to property and
equipment and $1,505,000 representing the adjustment to the allowance to
give effect to the CRDA deposits to be refunded.
(C) Includes the reclassification of approximately $5,792,000 of previous CRDA
deposits, the carrying value of which was $2,497,000 to property and
equipment.
(D) Includes the reclassification of approximately $6,397,000 of previous CRDA
deposits, the carrying value of which was $3,802,000 to property and
equipment.
S-2
Exhibit No. Description of Exhibit
- ----------- ----------------------
10.78 Second Amendment, dated August 4, 2000, of the Employment
Agreement, dated March 6, 1998, between Mark A. Brown and
Trump's Castle Associates, as assigned to Trump Taj Mahal
Associates and amended effective as of January 3, 2000.
10.79 Employment Agreement, dated April 17, 2000, between
Robert M. Pickus and Trump Hotels & Casino Resorts, Inc., Trump
Hotels & Casino Resorts Holdings, L.P. and Trump Atlantic City
Associates.
10.80 Employment Agreement, dated April 17, 2000, between
Francis X. McCarthy, Jr. and Trump Hotels & Casino Resorts,
Inc., Trump Hotels & Casino Resorts Holdings, L.P. and Trump
Atlantic City Associates.
10.81 Employment Agreement, dated April 17, 2000, between
Joseph A. Fusco and Trump Hotels & Casino Resorts, Inc., Trump
Hotels & Casino Resorts Holdings, L.P. and Trump Atlantic City
Associates.
10.82 Employment Agreement, dated April 17, 2000, between John P.
Burke and Trump Hotels & Casino Resorts, Inc., Trump Hotels
& Casino Resorts Holdings, L.P. and Trump Atlantic City
Associates.