SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3
Rule 13e-3 Transaction Statement
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
(Amendment No. 1)
TAJ MAHAL HOLDING CORP.
---------------------------------
(Name of the Issuer)
TRUMP HOTELS & CASINO RESORTS, INC.
-----------------------------------
TRUMP HOTELS & CASINO RESORTS HOLDINGS, L.P.
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DONALD J. TRUMP
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TM/GP CORPORATION
-----------------
THCR MERGER CORP.
-----------------
TRUMP PLAZA HOLDING ASSOCIATES
------------------------------
TAJ MAHAL HOLDING CORP.
-----------------------
(Name of Persons Filing Statement)
Class A Common Stock,
---------------------
$0.01 par value
---------------
(Title of Class of Securities)
874049208
---------
(CUSIP Number of Class of Securities)
NICHOLAS L. RIBIS
c/o Trump Hotels & Casino Resorts, Inc.
Mississippi Avenue and The Boardwalk
Atlantic City, NJ 08401
(609) 441-6060
------------------------------------
(Name, Address and Telephone Number of Person(s) Authorized to Receive Notices
and Communications on Behalf of Person(s) Filing Statement)
COPIES TO:
DANIEL D. RUBINO, ESQ. EMANUEL S. CHERNEY, ESQ.
WILLKIE FARR & GALLAGHER ANDREWS & KURTH, L.L.P.
ONE CITICORP CENTER 425 LEXINGTON AVENUE
153 EAST 53RD STREET NEW YORK, NY 10017
NEW YORK, NY 10022 (212) 850-2800
(212) 821-8000
This statement is filed in connection with
(check the appropriate box):
a. [ ] The filing of solicitation materials or an information statement
subject to Regulation 14A [17 CFR 240.14a-1 to 240.14b-1], Regulation
14C [17 CFR 240.14c-1 to 240.14c-101] or Rule 13e-3(c) [(S)
240.13e(c)] under the Securities Exchange Act of 1934.
b. [X] The filing of a registration statement under the Securities Act of
1933.
c. [ ] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or
information statement referred to in checking box (a) are
preliminary copies: [ ].
Calculation of Filing Fee
-------------------------
Transaction Valuation: *$40,500,000
Amount of Filing Fee: $ 8,100
* For purposes of calculating filing fee only. This amount assumes the purchase
of 1,350,000 shares of Taj Mahal Holding Corp. Class A Common Stock, par value
$ .01 per share, at $30 per share. The amount of the filing fee calculated in
accordance with Rule 0-11 promulgated under the Securities Exchange Act of
1934, as amended, equals 1/50 of one percent of the value of shares to be
purchased.
[X] Check box if any part of the fee is offset as provided by Rule 0-
11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $15,188
Form or Registration No.: 333-153
Filing Party: Trump Hotels & Casino Resorts, Inc.
Date Filed: January 11, 1996
INTRODUCTION
------------
This Amendment No. 1 to the Rule 13e-3 Transaction Statement (the
"Statement") is being filed by Trump Hotels & Casino Resorts, Inc., a Delaware
corporation ("THCR"), Trump Hotels & Casino Resorts Holdings, L.P., a Delaware
limited partnership ("THCR Holdings"), Donald J. Trump, individually ("Trump"),
TM/GP Corporation, a New Jersey corporation ("TM/GP"), THCR Merger Corp., a
Delaware corporation ("Merger Sub"), Trump Plaza Holding Associates, a New
Jersey general partnership ("AC Holdings") and Taj Mahal Holding Corp., a
Delaware corporation ("Taj Holding"), and amends and restates in its entirety
the Rule 13E-3 Transaction Statement, together with all exhibits thereto, filed
by such parties (except for AC Holdings) with the Securities and Exchange
Commission on January 12, 1996, in connection with the proposed merger (the
"Merger") of Merger Sub with and into Taj Holding, pursuant to the Agreement and
Plan of Merger, dated as of January 8, 1996, as amended on January 31, 1996 (the
"Merger Agreement"), among THCR, Taj Holding and Merger Sub. THCR, THCR
Holdings, Trump, TM/GP, AC Holdings and Merger Sub are each affiliates of Taj
Holding and its affiliated entities.
The cross reference sheet below is being supplied pursuant to General
Instruction F to Schedule 13E-3 and shows the location of the information
required to be included in response to the items of the Statement in the Joint
Proxy Statement-Prospectus of THCR and Taj Holding (the "Proxy Statement-
Prospectus") which forms a part of Amendment No. 1 to the Registration
Statement on Form S-4 (the "Registration Statement"), filed concurrently
herewith with the Securities and Exchange Commission (the "SEC") in connection
with the Merger. The information in the Proxy Statement-Prospectus including all
annexes thereto, a copy of which is filed as Exhibit (17)(d)(ii) to this
Statement, is hereby expressly incorporated herein by reference and the
responses to each item are qualified in their entirety by the provisions of the
Proxy Statement-Prospectus and such annexes. A copy of the Merger Agreement is
included as Annex A to the Proxy Statement-Prospectus. Capitalized terms used
but not defined herein shall have the respective meanings ascribed to them in
the Proxy Statement-Prospectus.
CROSS REFERENCE SHEET
---------------------
Item in Schedule 13E-3 Caption in Proxy Statement-Prospectus
- ---------------------- -------------------------------------
Item 1(a) Cover Page; SUMMARY - Corporate
Structure and Organization
Item 1(b) Cover Page; THE TAJ HOLDING SPECIAL MEETING;
MARKET PRICE AND DIVIDEND DATA - Taj Holding
Item 1(c)-(d) MARKET PRICE AND DIVIDEND DATA - Taj Holding
Item 1(e) Not Applicable
Item 1(f) Not Applicable
Item 2(a)-(d), (g) Cover Page; Available Information; SUMMARY;
BUSINESS OF THCR; BUSINESS OF TAJ HOLDING;
MANAGEMENT OF THCR; MANAGEMENT OF TAJ
HOLDING
Item 2(e)-(f) Not Applicable
Item 3(a)(1) CERTAIN TRANSACTIONS
Item 3(a)(2) SPECIAL FACTORS -
Background of the Merger Transaction;
THE MERGER AGREEMENT
Item 3(b) SPECIAL FACTORS -
Background of the Merger Transaction; SPECIAL
FACTORS - Related Merger Transactions
Item 4(a)-(b) SUMMARY; SPECIAL FACTORS - Background of the
Merger Transaction; SPECIAL FACTORS - Purpose
and Structure of the Merger Transaction;
SPECIAL FACTORS - Related Merger Transactions;
SPECIAL FACTORS - Interests of Certain Persons
in the Merger Transaction; THE MERGER
AGREEMENT; ANNEX A
Item 5(a)-(g) SUMMARY; SPECIAL FACTORS - Purpose and
Structure of the Merger Transaction; SPECIAL
FACTORS - Related Merger Transactions; SPECIAL
FACTORS - Sources and Uses of Funds in the
Merger Transaction; SPECIAL FACTORS - Certain
Effects
Item in Schedule 13E-3 Caption in Proxy Statement-Prospectus
- ---------------------- -------------------------------------
of the Merger Transaction; Operations of Taj
Associates After the Merger Transaction; THE
MERGER AGREEMENT; MANAGEMENT OF TAJ
HOLDING - General
Item 6(a) SUMMARY - Related Merger Transactions;
SPECIAL FACTORS - Related Merger
Transactions; SPECIAL FACTORS - Sources and
Uses of Funds in the Merger Transaction
Item 6(b) SPECIAL FACTORS - Estimated Fees and
Expenses; THE TAJ HOLDING SPECIAL MEETING -
Solicitation of Proxies; THE MERGER
AGREEMENT - Fees and Expenses
Item 6(c) RISK FACTORS - Holding Company Structure;
Risk in Refinancing and Repayment of
Indebtedness; Need for Additional
Financing; SPECIAL FACTORS - Related Merger
Transactions
Item 6(d) Not Applicable
Item 7(a)-(c) SUMMARY - General; SPECIAL FACTORS -
Background of the Merger Transaction;
SPECIAL FACTORS - Recommendations of the
Board of Directors; Reasons for the Merger
Transaction; Fairness of the Merger
Transaction; SPECIAL FACTORS - Purpose and
Structure of the Merger Transaction
Item 7(d) SUMMARY; RISK FACTORS; SPECIAL FACTORS;
Item in Schedule 13E-3 Caption in Proxy Statement-Prospectus
- ---------------------- -------------------------------------
COMPARISON OF STOCKHOLDER RIGHTS; CERTAIN
FEDERAL INCOME TAX CONSIDERATIONS; SPECIAL
TAX CONSIDERATIONS FOR FOREIGN SHAREHOLDERS
Item 8(a) SPECIAL FACTORS - Recommendations of the
Board of Directors; Reasons for the Merger
Transaction; Fairness of the Merger
Transaction
Item 8(b) SPECIAL FACTORS - Recommendations of the
Board of Directors; Reasons for the Merger
Transaction; Fairness of the Merger
Transaction; SPECIAL FACTORS - Opinions of
the Financial Advisors; ANNEX C
Item 8(c) SUMMARY - The Special Meetings - Votes
Required; Record Date; SPECIAL FACTORS -
Recommendations of the Board of Directors;
Reasons for the Merger Transaction; Fairness
of the Merger Transaction; THE TAJ HOLDING
SPECIAL MEETING - Required Vote
Item 8(d) SPECIAL FACTORS - Background of the Merger
Transaction; SPECIAL FACTORS -
Recommendations of the Board of Directors;
Reasons for the Merger Transaction; Fairness
of the Merger Transaction
Item 8(e) SUMMARY - Recommendations of the Boards of
Directors; SPECIAL FACTORS - Background of
the Merger Transaction; SPECIAL FACTORS -
Recommendations of the Board of Directors;
Reasons for the Merger Transaction; Fairness
of the Merger Transaction
Item in Schedule 13E-3 Caption in Proxy Statement-Prospectus
- ---------------------- -------------------------------------
Item 8(f) Not Applicable
Item 9(a)-(c) SUMMARY - Opinions of Financial Advisors;
SPECIAL FACTORS - Background of the Merger
Transaction; SPECIAL FACTORS -
Recommendations of the Board of Directors;
Reasons for the Merger Transaction; Fairness
of the Merger Transaction; SPECIAL FACTORS -
Opinions of the Financial Advisors; SPECIAL
FACTORS - AGI Appraisals
Item 10(a) SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT OF TAJ HOLDING
Item 10(b) Not Applicable
Item 11 SUMMARY; SPECIAL FACTORS - Background of the
Merger Transaction; SPECIAL FACTORS -
Related Merger Transactions; SPECIAL
FACTORS - Interests of Certain Persons in
the Merger Transaction; THE TAJ HOLDING
SPECIAL MEETING - Required Vote; THE MERGER
AGREEMENT; BUSINESS OF TAJ HOLDING - Certain
Indebtedness; ANNEX A
Item 12(a) SUMMARY - The Special Meetings; THE TAJ
HOLDING SPECIAL MEETING - Required Vote
Item 12(b) SUMMARY - Recommendations of the Boards of
Directors; SPECIAL FACTORS - Recommendations
of the Board of Directors; Reasons for the
Merger Transaction; Fairness of the Merger
Transaction
Item in Schedule 13E-3 Caption in Proxy Statement-Prospectus
- ---------------------- -------------------------------------
Item 13 (a) SUMMARY - Dissenting Stockholders' Rights of
Appraisal; DISSENTING STOCKHOLDERS' RIGHTS
OF APPRAISAL
Item 13(b) - (c) Not Applicable
Item 14(a) SUMMARY - Summary Financial Information of
Taj Associates; UNAUDITED PRO FORMA
FINANCIAL INFORMATION; SELECTED HISTORICAL
FINANCIAL INFORMATION OF TAJ ASSOCIATES;
CONSOLIDATED FINANCIAL STATEMENTS OF TRUMP
TAJ MAHAL ASSOCIATES AND SUBSIDIARY AND TAJ
MAHAL HOLDING CORP. AND SUBSIDIARY AND NOTES
THERETO
Item 14(b) SUMMARY - Summary Financial Information of
Taj Associates; UNAUDITED PRO FORMA
FINANCIAL INFORMATION; SELECTED HISTORICAL
FINANCIAL INFORMATION OF TAJ ASSOCIATES
Item 15(a) - (b) SUMMARY - Recommendations of the Boards of
Directors; SUMMARY - Opinions of Financial
Advisors; SPECIAL FACTORS - Recommendations
of the Board of Directors; Reasons for the
Merger Transaction; Fairness of the Merger
Transaction; SPECIAL FACTORS - Opinions of
the Financial Advisors; SPECIAL FACTORS -
AGI Appraisals; SPECIAL FACTORS -
Certain Effects of the Merger Transaction;
Operations of Taj Associates After the
Merger Transaction; THE THCR SPECIAL
MEETING - Solicitation of Proxies; THE TAJ
HOLDING SPECIAL MEETING - Solicitation of
Proxies
Item 16 The information set forth in the
Proxy Statement-Prospectus is incorporated
herein by reference
Item 17(a) *Indenture, by and among Trump Plaza
Holding Associates and THCR Atlantic City
Funding, Inc., as issuers, Trump Plaza
Associates, as guarantor and First Bank
National Association, as Trustee, in
connection with the issuance of
$1,180,000,000 aggregate principal amount of
Mortgage Notes, due 2006
Item 17(b)(1)(i) **Opinion of Rothschild, Inc., dated January
8, 1996
Item 17(b)(1)(ii) Opinion of Rothschild, Inc., dated January
31, 1996 (incorporated herein by reference
to Annex C to the Proxy Statement-Prospectus
included in Exhibit 17(d)(ii) hereto)
Item 17(b)(2)(i) **Report by Rothschild, Inc. to the
- ---------------
* To be filed by amendment.
** Previously filed.
Item in Schedule 13E-3 Caption in Proxy Statement-Prospectus
- ---------------------- -------------------------------------
Board of Directors of Taj Mahal
Holding Corp., dated January 8, 1996
Item 17(b)(2)(ii) Report by Rothschild, Inc. to the Board of
Directors of Taj Mahal Holding Corp.,
dated January 26, 1996
Item 17(b)(3)(i) **Opinion of Donaldson, Lufkin & Jenrette
Securities Corporation, dated January 8,
1996
Item 17(b)(3)(ii) Opinion of Donaldson, Lufkin & Jenrette
Securities Corporation, dated January 31,
1996 (incorporated herein by reference to
Annex B to the Proxy Statement-Prospectus
included in Exhibit 17(d)(ii) hereto)
Item 17(b)(4)(i) **Report by Donaldson, Lufkin & Jenrette
Securities Corporation to the Special
Committee of the Board of Directors of Trump
Hotels & Casino Resorts, Inc., dated January
4, 1996
Item 17(b)(4)(ii) Report by Donaldson, Lufkin & Jenrette
Securities Corporation to the Special
Committee of the Board of Directors of Trump
Hotels & Casino Resorts, Inc., dated January
31, 1996
Item 17(b)(5) Appraisal of the Trump Taj Mahal Casino
Resort, dated March 18, 1994, by Appraisal
Group International
Item 17(b)(6) Appraisal of the Specified Parcels, dated
December 21, 1995, by Appraisal Group
International
Item 17(c)(1) Agreement and Plan of Merger, dated as of
January 8, 1996, among Trump Hotels & Casino
Resorts, Inc., Taj Mahal Holding Corp. and
THCR Merger Corp., as amended on January 31,
1996 (incorporated herein by reference to
Annex A to the Proxy Statement-Prospectus
included in Exhibit 17(d)(ii) hereto)
Item 17(c)(2) **Agreement, dated October 6, 1995, by and
among Hamilton Partners, L.P., Prudential
Securities, Inc., Putnam Investment
Management, Inc., Grace Brothers Ltd., SC
Fundamental Value Fund, L.P. and SC
Fundamental Value BVI Ltd. and Trump Taj
Mahal Associates, Trump Taj Mahal Funding,
Inc. and Trump Taj Mahal Holding Corp.
Item 17(c)(3) **Letter of Donald J. Trump to Taj Mahal
Holding Corp., dated January 8, 1996
Item 17(d)(i) **Joint Proxy Statement - Prospectus of
Trump Hotels & Casino Resorts,
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** Previously filed.
Item in Schedule 13E-3 Caption in Proxy Statement-Prospectus
- ---------------------- -------------------------------------
Inc. and Taj Mahal Holding Corp., Subject to
Completion, dated January 11, 1996 (included
in the Registration Statement on Form S-4,
filed by Trump Hotels & Casino Resorts, Inc.
with the Securities and Exchange Commission
on January 11, 1996)
Item 17(d)(ii) Joint Proxy Statement-Prospectus of Trump
Hotels & Casino Resorts, Inc. and Taj Mahal
Holding Corp., Subject to Completion, dated
February 1, 1996 (included in the
Registration Statement on Form S-4, filed by
Trump Hotels & Casino Resorts, Inc. with the
Securities and Exchange Commission on
February 1, 1996 which is hereby
incorporated herein by reference)
Item 17(e) **Section 262 of the Delaware General
Corporation Law (incorporated herein by
reference to Annex D to the Proxy Statement-
Prospectus included in Exhibit 17(d)(i)
hereto)
Item 17(f) Not Applicable
- ---------------
** Previously filed.
ITEM 1. Issuer and Class of Security Subject to the Transaction.
- -----------------------------------------------------------------------
(a) The information set forth in "Cover Page," and "SUMMARY -
Corporate Structure and Organization" in the Proxy
Statement-Prospectus is incorporated herein by reference.
(b) The information set forth in "Cover Page," "THE TAJ HOLDING
SPECIAL MEETING" and "MARKET PRICE AND DIVIDEND DATA - Taj
Holding" in the Proxy Statement-Prospectus is incorporated herein
by reference.
(c) - (d) The information set forth in "MARKET PRICE AND DIVIDEND DATA -
Taj Holding" in the Proxy Statement-Prospectus is incorporated
herein by reference.
(e) Not applicable.
(f) Not applicable.
ITEM 2. Identity and Background.
- ---------------------------------------
(a) - (d), (g) The information set forth in "Cover Page," "Available
Information," "SUMMARY," "BUSINESS OF THCR," "BUSINESS OF TAJ
HOLDING," "MANAGEMENT OF THCR" and "MANAGEMENT OF TAJ HOLDING" in
the Proxy Statement-Prospectus is incorporated herein by
reference.
(e) and (f) None of THCR, Trump, Merger Sub, TM/GP, Trump Plaza Holding, Inc.
(a general partner of AC Holdings) or Taj Holding or, to the best
of their knowledge, no executive officer, director or controlling
person of THCR, Merger Sub, TM/GP, Trump Plaza Holding, Inc. (a
general partner of AC Holdings) or Taj Holding (i) has been
convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors) or (ii) has been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order
enjoining further violations of, or prohibiting activities
subject to, federal or state securities laws or finding any
violation with respect to such laws.
ITEM 3. Past Contacts, Transactions or Negotiations.
- -----------------------------------------------------------
(a)(1) The information set forth in "CERTAIN TRANSACTIONS" in the
Proxy Statement-Prospectus is incorporated herein by reference.
(a)(2) The information set forth in "SPECIAL FACTORS - Background of the
Merger Transaction" and "THE MERGER AGREEMENT" in the
Proxy Statement-Prospectus is incorporated herein by reference.
(b) The information set forth in "SPECIAL FACTORS - Background of the
Merger Transaction" and "SPECIAL FACTORS - Related Merger
Transactions" in the Proxy Statement-Prospectus is incorporated
herein by reference.
ITEM 4. Terms of the Transaction.
- ----------------------------------------
(a)-(b) The information set forth in "SUMMARY," "SPECIAL FACTORS -
Background of the Merger Transaction," "SPECIAL FACTORS - Purpose
and Structure of the Merger Transaction," "SPECIAL FACTORS -
Related Merger Transactions," "SPECIAL FACTORS - Interests of
Certain Persons in the Merger Transaction," "THE MERGER
AGREEMENT," and ANNEX A in the Proxy Statement-Prospectus is
incorporated herein by reference.
ITEM 5. Plans or Proposals of the Issuer or Affiliate.
- -------------------------------------------------------------
(a) - (g) The information set forth in "SUMMARY," "SPECIAL FACTORS -
Purpose and Structure of the Merger Transaction," "SPECIAL
FACTORS - Related Merger Transactions," "SPECIAL FACTORS -
Sources and Uses of Funds in the Merger Transaction," "SPECIAL
FACTORS - Certain Effects of the Merger Transaction; Operations
of Taj Associates After the Merger Transaction," "THE
MERGER AGREEMENT" and "MANAGEMENT OF TAJ HOLDING - General" in
the Proxy Statement-Prospectus is incorporated herein by
reference.
ITEM 6. Source and Amounts of Funds or Other Consideration.
- ------------------------------------------------------------------
(a) The information set forth in "SUMMARY - Related Merger
Transactions," "SPECIAL FACTORS - Related Merger
Transactions" and "SPECIAL FACTORS - Sources and Uses of Funds in
the Merger Transaction" in the Proxy Statement-Prospectus is
incorporated herein by reference.
(b) The information set forth in "SPECIAL FACTORS - Estimated Fees
and Expenses," "THE TAJ HOLDING SPECIAL MEETING - Solicitation
of Proxies" and "THE MERGER AGREEMENT - Fees and Expenses" in
the Proxy Statement-Prospectus is incorporated herein by
reference.
(c) The information set forth in "RISK FACTORS - Holding Company
Structure; Risk in Refinancing and Repayment of Indebtedness;
Need for Additional Financing" and "SPECIAL FACTORS - Related
Merger Transactions" in the Proxy Statement-Prospectus is
incorporated herein by reference.
(d) Not applicable.
ITEM 7. Purpose(s), Alternatives, Reasons and Effects.
- -------------------------------------------------------------
(a) - (c) The information set forth in "SUMMARY - General," "SPECIAL
FACTORS - Background of the Merger Transaction," "SPECIAL
FACTORS - Recommendations of the Board of Directors; Reasons for
the Merger Transaction; Fairness of the Merger Transaction" and
"SPECIAL FACTORS - Purpose and Structure of the Merger
Transaction" in the Proxy Statement-Prospectus is incorporated
herein by reference.
(d) The information set forth in "SUMMARY," "RISK FACTORS," "SPECIAL
FACTORS,"
"COMPARISON OF STOCKHOLDER RIGHTS," "CERTAIN FEDERAL INCOME TAX
CONSIDERATIONS" and "SPECIAL TAX CONSIDERATIONS FOR FOREIGN
SHAREHOLDERS" in the Proxy Statement-Prospectus is incorporated
herein by reference.
ITEM 8. Fairness of the Transaction.
- -------------------------------------------
(a) The information set forth in "SPECIAL FACTORS - Recommendations
of the Board of Directors; Reasons for the Merger Transaction;
Fairness of the Merger Transaction" in the Proxy Statement-
Prospectus is incorporated herein by reference.
(b) The information set forth in "SPECIAL FACTORS - Recommendations
of the Board of Directors; Reasons for the Merger Transaction;
Fairness of the Merger Transaction," "SPECIAL FACTORS - Opinions
of the Financial Advisors" and ANNEX C in the Proxy Statement-
Prospectus is incorporated herein by reference.
(c) The information set forth in "SUMMARY - The Special Meetings -
Votes Required; Record Date," "SPECIAL FACTORS - Recommendations
of the Board of Directors; Reasons for the Merger Transaction;
Fairness of the Merger Transaction" and "THE TAJ HOLDING SPECIAL
MEETING - Required Vote" in the Proxy Statement-Prospectus is
incorporated herein by reference.
(d) The information set forth in "SPECIAL FACTORS - Background of the
Merger Transaction" and "SPECIAL FACTORS - Recommendations of the
Board of Directors; Reasons for the Merger Transaction; Fairness
of the Merger Transaction" in the
Proxy Statement-Prospectus is incorporated herein by reference.
(e) The information set forth in "SUMMARY - Recommendations of the
Boards of Directors," "SPECIAL FACTORS - Background of the Merger
Transaction" and "SPECIAL FACTORS - Recommendations of the Board
of Directors; Reasons for the Merger Transaction; Fairness of the
Merger Transaction" in the Proxy Statement-Prospectus is
incorporated herein by reference.
(f) Not Applicable.
ITEM 9. Reports, Opinions, Appraisals and Certain Negotiations.
- ----------------------------------------------------------------------
(a) - (c) The information set forth in "SUMMARY - Opinions of Financial
Advisors," "SPECIAL FACTORS - Background of the Merger
Transaction," "SPECIAL FACTORS - Recommendations of the Board of
Directors; Reasons for the Merger Transaction; Fairness of the
Merger Transaction," "SPECIAL FACTORS - Opinions of the
Financial Advisors" and "SPECIAL FACTORS - AGI Appraisals" in
the Proxy Statement-Prospectus is incorporated herein by
reference.
ITEM 10. Interest in Securities of the Issuer.
- ----------------------------------------------------
(a) The information set forth in "SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT OF TAJ HOLDING" in the Proxy
Statement-Prospectus is incorporated herein by reference.
(b) Not applicable.
ITEM 11. Contracts, Arrangements or Understandings with
Respect to the Issuer's Securities.
- -------------------------------------------------------------
The information set forth in "SUMMARY," "SPECIAL FACTORS -
Background of the Merger Transaction," "SPECIAL FACTORS -
Related Merger Transactions," "SPECIAL FACTORS - Interests of
Certain Persons in the Merger Transaction," "THE TAJ HOLDING
SPECIAL MEETING - Required Vote," "THE MERGER AGREEMENT,"
"BUSINESS OF TAJ HOLDING - Certain Indebtedness" and ANNEX A in
the Proxy Statement-Prospectus is incorporated herein by
reference.
ITEM 12. Present Intention and Recommendation of Certain
Persons with Regard to the Transaction.
- --------------------------------------------------------------
(a) The information set forth in "SUMMARY - The Special Meetings" and
"THE TAJ HOLDING SPECIAL MEETING - Required Vote" in the
Proxy Statement-Prospectus is incorporated herein by reference.
(b) The information set forth in "SUMMARY - Recommendations of the
Boards of Directors" and "SPECIAL FACTORS - Recommendations of
the Board of Directors; Reasons for the Merger Transaction;
Fairness of the Merger Transaction" in the Proxy
Statement-Prospectus is incorporated herein by reference.
ITEM 13. Other Provisions of the Transaction.
- ---------------------------------------------------
(a) The information set forth in "SUMMARY - Dissenting Stockholders'
Rights of Appraisal" and "DISSENTING STOCKHOLDERS' RIGHTS OF
APPRAISAL" in the Proxy Statement-Prospectus is incorporated
herein by reference.
(b) - (c) Not applicable.
ITEM 14. Financial Information.
- -------------------------------------
(a) The information set forth in "SUMMARY - Summary Financial
Information of Taj Associates," "UNAUDITED PRO FORMA FINANCIAL
INFORMATION," "SELECTED HISTORICAL FINANCIAL INFORMATION OF TAJ
ASSOCIATES" and "CONSOLIDATED FINANCIAL STATEMENTS OF TRUMP TAJ
MAHAL ASSOCIATES AND SUBSIDIARY AND TAJ MAHAL HOLDING CORP. AND
SUBSIDIARY AND NOTES THERETO" in the Proxy Statement-Prospectus
is incorporated herein by reference.
(b) The information set forth in "SUMMARY - Summary Financial
Information of Taj Associates," "UNAUDITED PRO FORMA FINANCIAL
INFORMATION" and "SELECTED HISTORICAL FINANCIAL INFORMATION OF
TAJ ASSOCIATES" in the Proxy Statement-Prospectus is incorporated
herein by reference.
ITEM 15. Persons and Assets Employed, Retained or Utilized.
- -----------------------------------------------------------------
(a) - (b) The information set forth in "SUMMARY - Recommendations of the
Boards of Directors," "SUMMARY - Opinions of Financial Advisors,"
"SPECIAL FACTORS - Recommendations of the Board of Directors;
Reasons for the Merger Transaction; Fairness of the Merger
Transaction," "SPECIAL FACTORS - Opinions of the Financial
Advisors," "SPECIAL FACTORS - AGI Appraisals," "SPECIAL FACTORS -
Certain Effects of the Merger Transaction; Operations of Taj
Associates After the Merger Transaction," "THE THCR SPECIAL
MEETING - Solicitation of Proxies" and "THE TAJ HOLDING SPECIAL
MEETING - Solicitation of Proxies" in the Proxy Statement-
Prospectus is incorporated herein by reference.
ITEM 16. Additional Information.
- --------------------------------------
The information set forth in the Proxy Statement-Prospectus is
incorporated herein by reference.
ITEM 17. Material to be Filed as Exhibits.
- ------------------------------------------------
(a) *Indenture, by and among Trump Plaza Holding Associates and
THCR Atlantic City Funding, Inc., as issuers, Trump Plaza
Associates, as guarantor and First Bank National Association,
as Trustee, in connection with the issuance of $1,180,000,000
aggregate principal amount of Mortgage Notes, due 2006.
(b)(1)(i) **Opinion of Rothschild, Inc., dated January 8, 1996.
(b)(1)(ii) Opinion of Rothschild, Inc., dated January 31, 1996 (incorporated
herein by reference to Annex C to the Proxy Statement-Prospectus
included in Exhibit 17(d)(ii) hereto).
- ---------------
*To be filed by amendment.
**Previously filed.
(b)(2)(i) **Report by Rothschild, Inc. to the Board of Directors of
Taj Mahal Holding Corp., dated January 8, 1996.
(b)(2)(ii) Report by Rothschild, Inc. to the Board of Directors of
Taj Mahal Holding Corp., dated January 26, 1996.
(b)(3)(i) **Opinion of Donaldson, Lufkin & Jenrette Securities Corporation,
dated January 8, 1996.
(b)(3)(ii) Opinion of Donaldson, Lufkin & Jenrette Securities Corporation,
dated January 31, 1996 (incorporated herein by reference to Annex
B to the Proxy Statement-Prospectus included in Exhibit 17(d)(ii)
hereto).
(b)(4)(i) **Report by Donaldson, Lufkin & Jenrette Securities Corporation
to the Special Committee of the Board of Directors of Trump
Hotels & Casino Resorts, Inc., dated January 4, 1996.
(b)(4)(ii) Report by Donaldson, Lufkin & Jenrette Securities Corporation
to the Special Committee of the Board of Directors of Trump
Hotels & Casino Resorts, Inc., dated January 31, 1996.
(b)(5) Appraisal of the Trump Taj Mahal Casino Resort, dated March 18,
1994, by Appraisal Group International.
(b)(6) Appraisal of the Specified Parcels, dated December 21, 1995, by
Appraisal Group International.
(c)(1) Agreement and Plan of Merger, dated as of January 8, 1996, among
Trump Hotels & Casino Resorts, Inc., Taj Mahal Holding Corp. and
THCR Merger Corp., as amended on January 31, 1996 (incorporated
herein by reference to Annex A to the Proxy Statement-Prospectus
included in Exhibit 17(d)(ii) hereto).
(c)(2) **Agreement, dated October 6, 1995, by and among Hamilton
Partners, L.P., Prudential Securities, Inc., Putnam Investment
Management, Inc., Grace Brothers Ltd., SC Fundamental Value Fund,
L.P. and SC Fundamental Value BVI Ltd. and Trump Taj Mahal
Associates, Trump Taj Mahal Funding, Inc. and Trump Taj Mahal
Holding Corp.
(c)(3) **Letter of Donald J. Trump to Taj Mahal Holding Corp., dated
January 8, 1996.
(d)(i) **Joint Proxy Statement - Prospectus of Trump Hotels & Casino
Resorts, Inc. and Taj Mahal Holding Corp., Subject to Completion,
dated January 11, 1996 (included in the Registration Statement on
Form S-4, filed by Trump Hotels & Casino Resorts, Inc. with the
Securities and Exchange Commission on January 11, 1996).
- -----------------
**Previously filed.
(d)(ii) Joint Proxy Statement - Prospectus of Trump Hotels & Casino
Resorts, Inc. and Taj Mahal Holding Corp., Subject to Completion,
dated February 1, 1996 (included in the Registration Statement on
Form S-4, filed by Trump Hotels & Casino Resorts, Inc. with the
Securities and Exchange Commission on February 1, 1996 which is
hereby incorporated herein by reference).
(e) **Section 262 of the Delaware General Corporation Law
(incorporated herein by reference to Annex D to the Proxy
Statement-Prospectus included in Exhibit 17(d)(i) hereto).
(f) Not Applicable.
- ------------
** Previously filed.
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
Dated: February 1, 1996
TRUMP HOTELS & CASINO RESORTS, INC.
By: /s/ Nicholas L. Ribis
------------------------------------------------
Name: Nicholas L. Ribis
Title: President, Chief Executive Officer and
Chief Financial Officer
TRUMP HOTELS & CASINO RESORTS HOLDINGS, L.P.
By: Trump Hotels & Casino Resorts, Inc.,
its general partner
By: /s/ Nicholas L. Ribis
------------------------------------------------
Name: Nicholas L. Ribis
Title: President, Chief Executive Officer and
Chief Financial Officer
THCR MERGER CORP.
By: /s/ Nicholas L. Ribis
------------------------------------------------
Name: Nicholas L. Ribis
Title: President, Chief Executive Officer and Treasurer
/s/ Donald J. Trump
------------------------------------------------
Donald J. Trump, Individually
TM/GP CORPORATION
By: /s/ Nicholas F. Moles
------------------------------------------------
Name: Nicholas F. Moles
Title: Secretary
TRUMP PLAZA HOLDING ASSOCIATES
By: Trump Plaza Holding, Inc.
its managing general partner
By: /s/ Nicholas L. Ribis
------------------------------------------------
Name: Nicholas L. Ribis
Title: Vice President
TAJ MAHAL HOLDING CORP.
By: /s/ Nicholas F. Moles
------------------------------------------------
Name: Nicholas F. Moles
Title: Secretary
Exhibit Index
Exhibit 17(b)(2)(ii) Report by Rothschild, Inc. to the
Board of Directors of Taj Mahal
Holding Corp., dated January 26, 1996
Exhibit 17(b)(4)(ii) Report by Donaldson, Lufkin & Jenrette
Securities Corporation to the Special Committee
of the Board of Directors of Trump Hotels &
Casino Resorts, Inc., dated January 31,
1996
Exhibit 17(b)(5) Appraisal of the Trump Taj Mahal Casino
Resort, dated March 18, 1994, by Appraisal
Group International
Exhibit 17(b)(6) Appraisal of the Specified Parcels, dated
December 21, 1995, by Appraisal Group
International