AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 11, 1996
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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TRUMP ATLANTIC CITY ASSOCIATES
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEW JERSEY 7011 22-3213714
(STATE OR OTHER (PRIMARY STANDARD (I.R.S. EMPLOYER
JURISDICTION OF INDUSTRIAL CLASSIFICATION IDENTIFICATION NUMBER)
INCORPORATION OR CODE NUMBER)
ORGANIZATION)
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MISSISSIPPI AVENUE AND THE BOARDWALK
ATLANTIC CITY, NEW JERSEY 08401
(609) 441-6060
(ADDRESS, INCLUDING ZIP CODE AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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NICHOLAS L. RIBIS
VICE PRESIDENT
TRUMP PLAZA HOLDING, INC.
MISSISSIPPI AVENUE AND THE BOARDWALK
ATLANTIC CITY, NEW JERSEY 08401
(609) 441-6060
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
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TRUMP ATLANTIC CITY FUNDING, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 9999 22-3418939
(STATE OR OTHER (PRIMARY STANDARD (I.R.S. EMPLOYER
JURISDICTION OF INDUSTRIAL CLASSIFICATION IDENTIFICATION NUMBER)
INCORPORATION OR CODE NUMBER)
ORGANIZATION)
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MISSISSIPPI AVENUE AND THE BOARDWALK
ATLANTIC CITY, NEW JERSEY 08401
(609) 441-6060
(ADDRESS, INCLUDING ZIP CODE AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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NICHOLAS L. RIBIS
PRESIDENT AND CHIEF EXECUTIVE OFFICER
TRUMP ATLANTIC CITY FUNDING, INC.
MISSISSIPPI AVENUE AND THE BOARDWALK
ATLANTIC CITY, NEW JERSEY 08401
(609) 441-6060
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
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(Continued on the following page.)
TRUMP PLAZA ASSOCIATES
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEW JERSEY 7011 22-3241643
(STATE OR OTHER (PRIMARY STANDARD (I.R.S. EMPLOYER
JURISDICTION OF INDUSTRIAL CLASSIFICATION IDENTIFICATION NUMBER)
INCORPORATION OR CODE NUMBER)
ORGANIZATION)
----------------
MISSISSIPPI AVENUE AND THE BOARDWALK
ATLANTIC CITY, NEW JERSEY 08401
(609) 441-6060
(ADDRESS, INCLUDING ZIP CODE AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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NICHOLAS L. RIBIS
CHIEF EXECUTIVE OFFICER
TRUMP PLAZA ASSOCIATES
MISSISSIPPI AVENUE AND THE BOARDWALK
ATLANTIC CITY, NEW JERSEY 08401
(609) 441-6060
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
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WITH COPIES TO:
DANIEL D. RUBINO, ESQ. ROBERT M. PICKUS, ESQ. NICHOLAS P. SAGGESE, ESQ.
WILLKIE FARR & GALLAGHER EXECUTIVE VICE PRESIDENT SKADDEN, ARPS, SLATE,
ONE CITICORP CENTER TRUMP HOTELS & CASINO MEAGHER & FLOM
153 EAST 53RD STREET RESORTS, INC. 300 SOUTH GRAND AVENUE
NEW YORK, NEW YORK 10022 MISSISSIPPI AVENUE AND SUITE 3400
(212) 821-800 THE BOARDWALK LOS ANGELES, CALIFORNIA
ATLANTIC CITY, NEW JERSEY 90071
08401 (213) 687-5000
(609) 441-6060
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF SECURITIES TO THE
PUBLIC: As soon as practicable after the effective date of this Registration
Statement.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box: [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] 333-643
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
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CALCULATION OF REGISTRATION FEE
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PROPOSED
PROPOSED MAXIMUM
AMOUNT MAXIMUM AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF TO BE OFFERING PRICE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PER SHARE(1) PRICE(1) FEE
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% First Mortgage Notes due
2006(1)......................... $20,000,000 100% $20,000,000 $6,897
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Guarantees of % First Mortgage
Notes due 2006(2)(3)............ (4) (4) (4) None
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(1) Issued by Trump Atlantic City Associates and Trump Atlantic City Funding,
Inc.
(2) Issued by Trump Plaza Associates.
(3) Pursuant to Rule 457(n) under the Securities Act of 1933, as amended (the
"Securities Act"), no registration fee is payable with respect to the
Guarantees. The Guarantees will not be separable form the First Mortgage
Notes. No separate consideration will be received for the Guarantees.
(4) Not applicable.
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The information in the Registration Statement filed by Trump Atlantic City
Associates, Trump Atlantic City Funding, Inc. and Trump Plaza Associates filed
with the Securities and Exchange Commission (File No. 333-643) pursuant to the
Securities Act of 1933, as amended, is incorporated by reference into this
Registration Statement.
3
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THE
REGISTRANTS HAVE DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON THEIR
BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF NEW YORK,
ON APRIL 11, 1996.
Trump Atlantic City Associates
By: Trump Plaza Holding, Inc.
its Managing General Partner
/s/ Nicholas L. Ribis
By: _________________________________
Name: Nicholas L. Ribis
Title:Vice President
Trump Atlantic City Funding, Inc.
/s/ Nicholas L. Ribis
By: _________________________________
Name: Nicholas L. Ribis
Title:President, Chief Executive
Officer, Chief Financial
Officer and Director
Trump Plaza Associates
By: Trump Plaza Funding, Inc.
its Managing General Partner
/s/ Nicholas L. Ribis
By: _________________________________
Name: Nicholas L. Ribis
Title:Vice President
4
KNOW ALL MEN BY THESE PRESENTS, THAT EACH OFFICER AND DIRECTOR OF TRUMP
PLAZA HOLDING, INC., MANAGING GENERAL PARTNER OF TRUMP ATLANTIC CITY
ASSOCIATES, WHOSE SIGNATURE APPEARS BELOW CONSTITUTES AND APPOINTS DONALD J.
TRUMP AND NICHOLAS L. RIBIS, AND EACH OF THEM, HIS TRUE AND LAWFUL ATTORNEYS-
IN-FACT AND AGENTS, WITH FULL AND SEVERAL POWER OF SUBSTITUTION AND
RESUBSTITUTION, FOR HIM AND IN HIS NAME, PLACE AND STEAD, IN ANY AND ALL
CAPACITIES, TO SIGN ANY OR ALL AMENDMENTS TO THIS REGISTRATION STATEMENT, AND
TO FILE THE SAME, WITH ALL EXHIBITS THERETO, AND OTHER DOCUMENTS IN CONNECTION
THEREWITH, WITH THE SECURITIES AND EXCHANGE COMMISSION, GRANTING UNTO SAID
ATTORNEYS-IN-FACT AND AGENTS FULL POWER AND AUTHORITY TO DO AND PERFORM EACH
AND EVERY ACT AND THING REQUISITE AND NECESSARY TO BE DONE IN AND ABOUT THE
PREMISES, AS FULLY TO ALL INTENTS AND PURPOSES AS THEY OR HE MIGHT OR COULD DO
IN PERSON, HEREBY RATIFYING AND CONFIRMING ALL THAT SAID ATTORNEYS-IN-FACT AND
AGENTS OR THEIR SUBSTITUTE OR SUBSTITUTES, MAY LAWFULLY DO OR CAUSE TO BE DONE
BY VIRTUE HEREOF.
PURSUANT TO THE REQUIREMENTS OF THE SECURITES ACT OF 1933, AS AMENDED, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
Trump Atlantic City Associates
By: Trump Plaza Holding, Inc.
its Managing General Partner
SIGNATURE TITLE DATE
/s/ Donald J. Trump Chairman of the April 11, 1996
- ------------------------------------- Board of Directors
DONALD J. TRUMP (principal
executive officer)
/s/ Francis X. McCarthy, Jr. Chief Financial April 11, 1996
- ------------------------------------- Officer (principal
FRANCIS X. MCCARTHY, JR. financial and
accounting officer)
/s/ Nicholas L. Ribis Director April 11, 1996
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NICHOLAS L. RIBIS
/s/ Wallace B. Askins Director April 11, 1996
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WALLACE B. ASKINS
/s/ Don M. Thomas Director April 11, 1996
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DON M. THOMAS
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KNOW ALL MEN BY THESE PRESENTS, THAT EACH OFFICER AND DIRECTOR OF TRUMP
ATLANTIC CITY FUNDING, INC., WHOSE SIGNATURE APPEARS BELOW CONSTITUTES AND
APPOINTS DONALD J. TRUMP AND NICHOLAS L. RIBIS, AND EACH OF THEM, HIS TRUE AND
LAWFUL ATTORNEYS-IN-FACT AND AGENTS, WITH FULL AND SEVERAL POWER OF
SUBSTITUTION AND RESUBSTITUTION, FOR HIM AND IN HIS NAME, PLACE AND STEAD, IN
ANY AND ALL CAPACITIES, TO SIGN ANY OR ALL AMENDMENTS TO THIS REGISTRATION
STATEMENT, AND TO FILE THE SAME, WITH ALL EXHIBITS THERETO, AND OTHER
DOCUMENTS IN CONNECTION THEREWITH, WITH THE SECURITIES AND EXCHANGE
COMMISSION, GRANTING UNTO SAID ATTORNEYS-IN-FACT AND AGENTS FULL POWER AND
AUTHORITY TO DO AND PERFORM EACH AND EVERY ACT AND THING REQUISITE AND
NECESSARY TO BE DONE IN AND ABOUT THE PREMISES, AS FULLY TO ALL INTENTS AND
PURPOSES AS THEY OR HE MIGHT OR COULD DO IN PERSON, HEREBY RATIFYING AND
CONFIRMING ALL THAT SAID ATTORNEYS-IN-FACT AND AGENTS OR THEIR SUBSTITUTE OR
SUBSTITUTES, MAY LAWFULLY DO OR CAUSE TO BE DONE BY VIRTUE HEREOF.
Trump Atlantic City Funding, Inc.
SIGNATURE TITLE DATE
/s/ Donald J. Trump Chairman of the April 11, 1996
- ------------------------------------- Board of Directors
DONALD J. TRUMP
/s/ Nicholas L. Ribis President,Chief April 11, 1996
- ------------------------------------- Executive
NICHOLAS L. RIBIS Officer,Chief
Financial Officer
and Director
(principal
executive and
financial officer)
/s/ Robert M. Pickus Director April 11, 1996
- -------------------------------------
ROBERT M. PICKUS
/s/ John P. Burke Corporate Treasurer April 11, 1996
- ------------------------------------- (principal
JOHN P. BURKE accounting officer)
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KNOW ALL MEN BY THESE PRESENTS, THAT EACH OFFICER AND DIRECTOR OF TRUMP
PLAZA FUNDING, INC., MANAGING GENERAL PARTNER OF TRUMP PLAZA ASSOCIATES, WHOSE
SIGNATURE APPEARS BELOW CONSTITUTES AND APPOINTS DONALD J. TRUMP AND NICHOLAS
L. RIBIS, AND EACH OF THEM, HIS TRUE AND LAWFUL ATTORNEYS-IN-FACT AND AGENTS,
WITH FULL AND SEVERAL POWER OF SUBSTITUTION AND RESUBSTITUTION, FOR HIM AND IN
HIS NAME, PLACE AND STEAD, IN ANY AND ALL CAPACITIES, TO SIGN ANY OR ALL
AMENDMENTS TO THIS REGISTRATION STATEMENT, AND TO FILE THE SAME, WITH ALL
EXHIBITS THERETO, AND OTHER DOCUMENTS IN CONNECTION THEREWITH, WITH THE
SECURITIES AND EXCHANGE COMMISSION, GRANTING UNTO SAID ATTORNEYS-IN-FACT AND
AGENTS FULL POWER AND AUTHORITY TO DO AND PERFORM EACH AND EVERY ACT AND THING
REQUISITE AND NECESSARY TO BE DONE IN AND ABOUT THE PREMISES, AS FULLY TO ALL
INTENTS AND PURPOSES AS THEY OR HE MIGHT OR COULD DO IN PERSON, HEREBY
RATIFYING AND CONFIRMING ALL THAT SAID ATTORNEYS-IN-FACT AND AGENTS OR THEIR
SUBSTITUTE OR SUBSTITUTES, MAY LAWFULLY DO OR CAUSE TO BE DONE BY VIRTUE
HEREOF.
Trump Plaza Associates
By: Trump Plaza Funding, Inc.
its Managing General Partner
SIGNATURE TITLE DATE
/s/ Donald J. Trump Chairman of the April 11, 1996
- ------------------------------------- Board of Directors
DONALD J. TRUMP (principal
executive officer)
/s/ Francis X. McCarthy, Jr. Chief Financial April 11, 1996
- ------------------------------------- Officer (principal
FRANCIS X. MCCARTHY, JR. financial and
accounting officer)
/s/ Nicholas L. Ribis Director April 11, 1996
- -------------------------------------
NICHOLAS L. RIBIS
/s/ Wallace B. Askins Director April 11, 1996
- -------------------------------------
WALLACE B. ASKINS
/s/ Don M. Thomas Director April 11, 1996
- -------------------------------------
DON M. THOMAS
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INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION OF EXHIBIT
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5.1* Opinion of Willkie Farr & Gallagher
23.1 Consent of Arthur Andersen LLP
23.3* Consent of Willkie Farr & Gallagher (included in Exhibit 5.1)
23.4* Consent of Sterns & Weinroth
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* Incorporated by reference to the identically numbered Exhibit to the
Registration Statement on Form S-1, Registration No.333-643.
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