SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDED THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. 9)*
TRUMP HOTELS & CASINO RESORTS, INC.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
898168 10 9
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(CUSIP Number)
Robert M. Pickus
Executive Vice President and Secretary
Trump Hotels & Casino Resorts, Inc.
1000 Boardwalk at Virginia Avenue
Atlantic City, NJ 08401
(609) 449-5570
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
June 12, 2003
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box. [ ]
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for
other parties to whom copies are to be sent.
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*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934, as amended ("Act"), or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
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CUSIP No. 898168 10 9 13D Page 2 of 8 Pages
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1 Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
Donald J. Trump
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2 Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [X]
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3 SEC Use Only
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4 Source of Funds (See Instructions)
PF
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5 Check if Disclosure of Legal Proceeding is Required Pursuant to
Items 2(d) or 2(e) [ ]
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6 Citizenship or Place of Organization
United States of America
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
NUMBER OF SHARES 7 Sole Voting Power
BENEFICIALLY OWNED
BY EACH REPORTING 21,961,343
PERSON WITH - - - - - - - - - - - - - - - - - - - - -
8 Shared Voting Power
3,618,267
- - - - - - - - - - - - - - - - - - - - -
9 Sole Dispositive Power
21,961,343
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10 Shared Dispositive Power
3,618,267
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
25,579,610
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12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
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13 Percent of Class Represented by Amount in Row (11)
56.19%
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14 Type of Reporting Person (See Instructions)
IN
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CUSIP No. 898168 10 9 13D Page 3 of 8 Pages
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1 Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
Trump Casinos, Inc.
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2 Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [X]
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3 SEC Use Only
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4 Source of Funds (See Instructions)
OO
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5 Check if Disclosure of Legal Proceeding is Required Pursuant to
Items 2(d) or 2(e) [ ]
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6 Citizenship or Place of Organization
New Jersey
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NUMBER OF SHARES 7 Sole Voting Power
BENEFICIALLY OWNED
BY EACH REPORTING 0
PERSON WITH - - - - - - - - - - - - - - - - - - - - - - - - - -
8 Shared Voting Power
1,407,017
- - - - - - - - - - - - - - - - - - - - - - - - - -
9 Sole Dispositive Power
0
- - - - - - - - - - - - - - - - - - - - - - - - - -
10 Shared Dispositive Power
1,407,017
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,407,017
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12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
13 Percent of Class Represented by Amount in Row (11)
6.01%
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14 Type of Reporting Person (See Instructions)
CO
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CUSIP No. 898168 10 9 13D Page 4 of 8 Pages
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1 Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
Trump Casinos II, Inc.
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2 Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [X]
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3 SEC Use Only
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
4 Source of Funds (See Instructions)
OO
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
5 Check if Disclosure of Legal Proceeding is Required Pursuant to
Items 2(d) or 2(e) [ ]
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6 Citizenship or Place of Organization
Delaware
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NUMBER OF SHARES 7 Sole Voting Power
BENEFICIALLY OWNED
BY EACH REPORTING 0
PERSON WITH - - - - - - - - - - - - - - - - - - - - - - - - - -
8 Shared Voting Power
2,211,250
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9 Sole Dispositive Power
0
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10 Shared Dispositive Power
2,211,250
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
11 Aggregate Amount Beneficially Owned by Each Reporting Person
2,211,250
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
13 Percent of Class Represented by Amount in Row (11)
9.13%
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14 Type of Reporting Person (See Instructions)
CO
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This Amendment No. 9 amends Amendment No. 8 filed by the Reporting Persons
with the Securities and Exchange Commission on April 25, 2002, and is being
filed pursuant to Rule 13d-2(a) unde the Act. Capitalized terms not otherwise
defined herein shall have the meanings ascribed to them in Amendment No. 8.
1. Item 3 is hereby amended by adding the following paragraph to the end
thereof:
On March 25, 2003, two subsidiaries of Trump Hotels & Casino Resorts, Inc.
(the "Company"), Trump Casino Holdings, LLC ("TCH") and Trump Casino
Funding, Inc. ("TCF"), issued $475 million aggregate principal amount of
two new issues of mortgage notes (the "Note Offerings"), consisting of $425
million first priority mortgage notes due March 15, 2010 (the "First
Priority Mortgage Notes"), bearing interest at a rate of 11.625% per year
payable quarterly in cash, sold at a price of 94.832% of their face amount,
and $50 million second priority mortgage notes due September 15, 2010 (the
"Second Priority Mortgage Notes"), bearing interest at a rate of 11.625%
per year payable semi-annually in cash, plus 6% per year payable in
pay-in-kind notes. Concurrently with the Note Offerings, Mr. Trump
purchased $15 million principal amount of Second Priority Mortgage Notes on
the same terms as non-affiliated purchasers.
In connection with the Note Offerings, Mr. Trump purchased 1,500 shares of
Series A Preferred Stock, par value $1.00 per share (the "Series A
Preferred Stock"), of the Company pursuant to a Note Purchase Agreement,
dated as of March 25, 2003, by and among, the Company, THCR Holdings, Trump
Hotels & Casino Resorts Funding, Inc., and Mr. Trump (the "Note Purchase
Agreement"). Pursuant to the Note Purchase Agreement, Mr. Trump agreed to
sell $16.7 million principal amount of THCR Holdings' Senior Notes to the
issuer thereof in exchange for 1,500 shares of Series A Preferred Stock
(having an aggregate liquidation preference of $15 million), plus a cash
amount equal to $1.7 million, plus the applicable redemption premium of
2.583% (approximately $432,000) and accrued interest of approximately $0.7
million on the entire $16.7 million principal amount of THCR Holdings'
Senior Notes sold by Mr. Trump.
The Series A Preferred Stock has a liquidation preference of $10,000
per share and pays no dividends. The Company has agreed with Mr. Trump
to exchange (at the option of Mr. Trump) the Series A Preferred Stock
for Common Stock, par value $.01 per share, of the Company, based on an
exchange price of $1.90 per share, such that the 1,500 shares of Series
A Preferred Stock is exchangeable in the aggregate for 7,894,737 shares
of Common Stock.
Pursuant to the rules of the New York Stock Exchange, the Company submitted
to a vote of the shareholders on June 12, 2003 issuance of Common
Stock to Mr. Trump in exchange for the Series A Preferred Stock. The
issuance was duly approved by the stockholders of THCR at the meeting.
If the Series A Preferred Stock is exchanged by Mr. Trump for Common
Stock, his beneficial ownership of the Company would increase to
approximately 56.19 %.
2. Item 4 is hereby amended by adding the following paragraph to the end
thereof:
Mr. Trump acquired the beneficial ownership of the Trump Exchange Shares
(as defined in Item 5 below) for investment purposes. As previously
reported, none of the Reporting Persons currently has plans or
proposals which relate to or would result in the following: (a) the
acquisition by any person of additional securities of the Company, or
the disposition of securities of the Company; (b) an extraordinary
corporate transaction, such as a merger, reorganization or
liquidation, involving the Company or any of its subsidiaries; (c) a
sale or transfer of a material amount of assets of the Company or any
of its subsidiaries; (d) any change in the present Board of Directors
of the Company, including any plans or proposals to change the number
or term of Directors or to fill any existing vacancies on the Board of
Directors; (e) any material change in the present capitalization or
dividend policy of the Company; (f) any other material change in the
Company's business or corporate structure; (g) changes in the
Company's charter, bylaws or instruments corresponding thereto or any
actions which may impede the acquisition or control of the Company by
any person; (h) causing a class of securities of the Company to be
delisted from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of a
registered national securities association; (i) a class of equity
securities of the Company becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Act; or (j) any
action similar to any of those enumerated above.
As previously reported, the Reporting Persons may, from time to time,
effect open market purchases of equity and/or debt securities of the
Company.
3. Item 5 is hereby amended by deleting the second full paragraph of Item 5
and replacing it with the following:
As of June 18, 2003, there were 22,010,027 shares of Common Stock of the
Company issued and outstanding (the "Outstanding Shares").
4. Item 5 is further amended by deleting the table set forth immediately after
the second full paragraph of Item 5 and replacing it with the following
table:
Number of Number of
Number of Shares with Number of Shares with Aggregate of Adjusted Percent of
Shares with Shared Shares with Shared Shares Number of Shares
Sole Power to Power to Sole Power to Power to Beneficially Shares Beneficially
Reporting Person Vote Vote Dispose Dispose Owned Outstanding(1) Owned (1)
---------------- ---- ---- ------- ------- ----- ------------ ---------
Donald J. Trump 21,961,343 (2) 3,618,267(3) 21,961,343 (2) 3,618,267(3) 25,579,610(2)(3)45,523,487 (4) 56.19%
Trump Casinos, Inc. 0 1,407,017(5) 0 1,407,017(5) 1,407,017 (5) 23,417,044 (6) 6.01%
Trump Casinos II, Inc. 0 2,211,250(7) 0 2,211,250(7) 2,211,250 (7) 24,221,277 (8) 9.13%
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(1) Pursuant to Rule 13d-3 promulgated under the Act, any
securities not outstanding which are subject to options,
warrants, rights or conversion privileges exercisable with 60
days are deemed to be outstanding for purposes of computing
the percentage of outstanding securities of the class owned by
such person but are not deemed to be outstanding for the
purposes of computing the percentage of any other person.
(2) Consists of (i) 2,066,000 shares of Common Stock held directly
by Mr. Trump, (ii) 150 shares of Common Stock held indirectly
by Mr. Trump as custodian for his children, (iii) 500,000
shares of Common Stock issuable upon the exercise of options
currently exercisable at an exercise price of $4.625 per
share, (iv) 500,000 shares of Common Stock issuable upon the
exercise of options currently exercisable at an exercise price
of $2.625 per share, (v) 500,000 shares of Common Stock
issuable upon the exercise of options currently exercisable at
an exercise price of $2.20 per share, (vi) 200,000 shares of
Common Stock issuable upon the exercise of options currently
exercisable at an exercise price of $2.75 per share, (vii)
10,300,456 shares of Common Stock issuable upon the conversion
of limited partnership interests of THCR Holdings of which Mr.
Trump is a limited partner (the "Trump Conversion Shares") and
(viii) 7,894,737 shares of Common Stock (the "Trump Exchange
Shares") issuable upon the exchange of 1,500 shares of Series
A Preferred Stock of the Company. See item 3 above.
(3) Consists of (i) 1,407,017 shares of Common Stock issuable upon
the conversion of limited partnership interests of THCR
Holdings held by Trump Casinos, Inc., a New Jersey corporation
("TCI") of which Mr. Trump owns 100% (the "TCI Conversion
Shares"), and (ii) 2,211,250 shares of Common Stock issuable
upon the conversion of limited partnership interests of THCR
Holdings held by Trump Casinos II, Inc., a Delaware
corporation ("TCI-II") of which Mr. Trump owns 100% ("TCI-II
Conversion Shares").
(4) Consists of (i) the Outstanding Shares, (ii) 500,000 shares of
Common Stock issuable upon the exercise of options currently
exercisable at an exercise price of $4.625 per share, (iii)
500,000 shares of Common Stock issuable upon the exercise of
options currently exercisable at an exercise price of $2.625
per share, (iv) 500,000 shares of Common Stock issuable upon
the exercise of options currently exercisable at an exercise
price of $2.20 per share, (v) 200,000 shares of Common Stock
issuable upon the exercise of options currently exercisable at
an exercise price of $2.75 per share, (vi) the Trump
Conversion Shares, (vii) the TCI Conversion Shares, (viii) the
TCI-II Conversion Shares and (ix) the Trump Exchange Shares.
(5) Consists of the TCI Conversion Shares.
(6) Consists of the (i) Outstanding Shares and (ii) TCI Conversion
Shares.
(7) Consists of the TCI-II Conversion Shares.
(8) Consists of the (i) Outstanding Shares and (ii) TCI-II
Conversion Shares.
5. Item 6 is hereby amended by adding the following paragraph to the end
thereof:
Mr. Trump purchased 1,500 shares of Series A Preferred Stock of the
Company pursuant to the Note Purchase Agreement. Pursuant to the Note
Purchase Agreement, Mr. Trump agreed to sell $16.7 million principal
amount of THCR Holdings' Senior Notes to the issuer thereof in exchange
for 1,500 shares of Series A Preferred Stock (having an aggregate
liquidation preference of $15 million), plus a cash amount equal to
$1.7 million, plus the applicable redemption premium of 2.583%
(approximately $432,000) and accrued interest of approximately $0.7
million on the entire $16.7 million principal amount of THCR Holdings'
Senior Notes sold by Mr. Trump.
Pursuant to the Note Purchase Agreement, the Company has agreed to
exchange (at the option of Mr. Trump) the Series A Preferred Stock for
the Trump Exchange Shares as described above under Item 3. If the
Series A Preferred Stock is exchanged in full, Mr. Trump's beneficial
ownership of Company would increase to approximately 56.19%. The Note
Purchase Agreement includes anti-dilution provisions that adjust the
amount of Common Stock issuable upon the exchange of Series A Preferred
Stock in the event of a recapitalization, stock split or similar
transaction. A copy of the Note Purchase Agreement is filed as an
exhibit to this Amendment No. 9 to Schedule 13D.
6. Item 7 is hereby amended by adding the following Exhibits:
Exhibit XI: Note Purchase Agreement, dated as of March 25, 2003, by
and among Trump Hotels & Casino Resorts, Inc., Trump
Hotels & Casino Resorts Holdings, L.P., Trump Hotels &
Casino Resorts Funding, Inc., and Donald J. Trump.
Exhibit XII: Certificate of Designations of Series A Preferred Stock
of Trump Hotels & Casino Resorts, Inc. filed with the
Secretary of State of Delaware on March 24, 2003.
SIGNATURE
After reasonable inquiry and to the best knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: June 18, 2003
/s/ DONALD J. TRUMP
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Donald J. Trump
TRUMP CASINOS, INC.
By: /s/ Donald J. Trump
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Name: Donald J. Trump
Title: Sole Director, President and Treasurer
TRUMP CASINOS II, INC.
By: /s/ Donald J. Trump
---------------------------
Name: Donald J. Trump
Title: Sole Director, President and Treasurer