SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM 10-K
FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(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, 2001
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 number: 1-13794
TRUMP HOTELS & CASINO RESORTS, INC.
---------------
(Exact Name of Registrant as Specified in Its Charter)
Delaware 13-3818402
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
1000 Boardwalk at Virginia Avenue 08401
Atlantic City, New Jersey (Zip Code)
(Address of Principal Executive Office)
Registrant's telephone number, including area code: (609) 449-6515
Commission file number: 33-90786
TRUMP HOTELS & CASINO RESORTS HOLDINGS, L.P.
---------------
(Exact Name of Registrant as Specified in Its Charter)
Delaware 13-3818407
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
1000 Boardwalk at Virginia Avenue 08401
Atlantic City, New Jersey (Zip Code)
(Address of Principal Executive Office)
Registrant's telephone number, including area code: (609) 449-6515
Commission file number: 33-90786
TRUMP HOTELS & CASINO RESORTS FUNDING, INC.
------------------------
(Exact Name of Registrant as Specified in Its Charter)
Delaware 13-3818405
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
1000 Boardwalk at Virginia Avenue 08401
Atlantic City, New Jersey (Zip Code)
(Address of Principal Executive Office)
Registrant's telephone number, including area code: (609) 449-6515
Securities registered pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of each class on Which Registered
------------------- ----------------------
Common Stock of Trump Hotels & Casino New York Stock Exchange
Resorts, Inc., par value $.01 per share
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant: (1) has 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
registrant was 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 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 Hotels & Casino
Resorts, Inc. held by non-affiliates as of March 20, 2002 was $38,315,679.
As of March 29, 2002, there were 22,010,027 shares of common stock, par
value $.01 per share, of Trump Hotels & Casino Resorts, Inc. outstanding.
Documents Incorporated by Reference--None
FORM 10-K
TABLE OF CONTENTS
PART I.........................................................................3
IMPORTANT FACTORS RELATING TO FORWARD-LOOKING STATEMENTS.........3
ITEM 1. BUSINESS.........................................................3
Recent Events.................................................3
General.......................................................5
Trump Plaza...................................................7
Taj Mahal.....................................................9
Trump Marina.................................................11
Indiana Riverboat............................................13
Trademark/Licensing..........................................15
Certain Indebtedness of THCR and Subsidiaries................16
The Atlantic City Market.....................................18
Competition..................................................19
Seasonality..................................................23
Gaming and Other Laws and Regulations........................23
ITEM 2. PROPERTIES......................................................31
THCR.........................................................31
Trump Plaza..................................................32
Taj Mahal....................................................33
Trump Marina.................................................34
Indiana Riverboat............................................35
ITEM 3. LEGAL PROCEEDINGS...............................................35
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.............36
PART II.......................................................................37
ITEM 5. MARKET FOR REGISTRANTS' COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS..........................................37
ITEM 6. SELECTED FINANCIAL DATA.........................................38
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS..........................39
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK......54
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.....................54
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE..........................54
PART III......................................................................55
ITEM 10 DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANTS...............55
Section 16 (a) Beneficial Ownership Reporting Compliance.....59
ITEM 11 EXECUTIVE COMPENSATION............................................59
Compensation of Directors....................................62
Committees of the Board of Directors.........................63
Compensation Committee Interlocks and Insider Participation..63
ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT...................................................64
ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS....................66
PART IV. .....................................................................68
ITEM 14 EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K.....................................................68
SIGNATURES FOR TRUMP HOTELS & CASINO RESORTS, INC.............................74
SIGNATURES FOR TRUMP HOTELS & CASINO RESORTS HOLDINGS, L.P....................75
SIGNATURES FOR TRUMP HOTELS & CASINO RESORTS FUNDING, INC.....................76
INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES..............F-1
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PART I
IMPORTANT FACTORS RELATING TO FORWARD-LOOKING STATEMENTS
This report includes "forward-looking statements" within the meaning of
Section 21E of the Securities Exchange Act of 1934. All statements other than
statements of historical facts included in this report regarding the prospects
of our industry or our prospects, plans, financial position or business
strategy, may constitute forward-looking statements. In addition,
forward-looking statements generally can be identified by the use of
forward-looking words such as "may," "will," "expect," "intend," "estimate,"
"anticipate," "believe," "plans," "forecasts" or "continue" or the negatives of
these terms or variations of them or similar terms. Although we believe that the
expectations reflected in these forward-looking statements are reasonable, we
cannot assure you that these expectations will prove to be correct. Important
factors that could cause actual results to differ materially from our
expectations include business, competition, regulatory and other uncertainties
and contingencies discussed in this report that are difficult or impossible to
predict and which are beyond our control, including particularly the factors and
forward-looking statements included in this report under the captions "Business;
Recent Events"; "Business; Competition"; "Business; Legal Proceedings" and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations." All subsequent written and oral forward-looking statements
attributable to us or persons acting on our behalf are expressly qualified in
their entirety by the cautionary statements included in this document. These
forward-looking statements speak only as of the date of this report. We do not
intend to update these statements unless the securities laws require us to do
so.
ITEM 1. BUSINESS.
Recent Events
As previously announced, Trump Hotels & Casino Resorts, Inc. ("THCR")
is seeking to refinance or modify the terms of THCR's and its subsidiaries'
public debt issues, which were approximately $1.9 billion aggregate principal
amount as of December 31, 2001. Management believes that, based upon the Trump
Casino Properties' (as defined herein) current cash flow forecasts for 2002,
THCR and its subsidiaries will have sufficient cash flows to meet their
respective debt service and operating expense requirements throughout 2002.
The primary reason to refinance or modify THCR's and its subsidiaries'
public debt issues is to reduce the high levels of interest expense associated
with such indebtedness in order to devote more resources to capital expenditures
at the Trump Atlantic City Properties (as defined herein). The Atlantic City
market is very competitive. Management believes that it is preferable to address
the Trump Atlantic City Properties' anticipated capital resource needs before
liquidity problems become acute. If refinancing or modifying the public debt
issues, or certain of them, cannot be accomplished, THCR and its subsidiaries
will consider other options. There can be no assurances, however, that any of
such alternatives could be successfully completed. See "--Competition";
"--Certain Indebtedness of THCR and Subsidiaries" and "Management's Discussion
and Analysis of Financial Condition and Results of Operations."
The following public debt issues of THCR and its subsidiaries may be
affected: (i) Trump Hotels & Casino Resorts, L.P.'s ("THCR Holdings") and Trump
Hotels & Casino Resorts Funding, Inc.'s ("THCR Funding") 15-1/2% Senior Secured
Notes due 2005 (the "Senior Notes"); (ii) each of Trump Atlantic City
Associates' ("Trump AC") and (A) Trump Atlantic City Funding, Inc.'s, a
wholly-owned subsidiary of Trump AC ("Trump AC Funding"), (B) Trump Atlantic
City Funding II, Inc.'s, a wholly-owned subsidiary of Trump AC ("Funding II"),
and (C) Trump Atlantic City Funding III, Inc.'s, a wholly-owned subsidiary of
Trump AC ("Funding III"), 11-1/4% Mortgage Notes due 2006 (collectively, the
"TAC Notes"); (iii) Trump's Castle Associates, L.P.'s ("Castle Associates") and
Trump's Castle Funding, Inc.'s, a wholly-owned subsidiary of Castle Associates
("Castle Funding"), 10-1/4% Senior Notes due 2003 (the "Castle Senior Notes");
(iv) Castle Associates' and Castle Funding's 11-3/4% Mortgage Notes due 2003
(the "Castle Mortgage Notes") and (v) Trump's Castle & Hotel Casino, Inc.'s
("TCHI") 10-1/4% Senior Notes due 2003 (the "Castle Working Capital Loan"). See
"--Certain Indebtedness of THCR and Subsidiaries" and "Management's Discussion
and Analysis of Financial Condition and Results of Operations."
THCR has retained financial advisors to provide financial advisory
services to THCR and its subsidiaries in connection with these matters, which
may proceed independently. We have had discussions with a committee comprised of
certain holders of the TAC Notes (the "TAC Notes Committee"). During such
discussions, we apprised the TAC Notes Committee of our desire to reduce our
interest expense and increase capital expenditures in order to compete
effectively in an increasingly competitive market place. In particular, we
suggested modifying the TAC Notes by lowering the interest rate thereon and
extending the maturity date thereof. Modification of certain covenant
restrictions was also suggested. This type of transaction would reduce interest
expense and hopefully allow THCR to finance a capital improvements program,
including the possible construction of additional hotel rooms at certain of its
Atlantic City properties. Discussions to date with the TAC Notes Committee have
not resulted in a transaction. If a proposal for the TAC Notes is ultimately
agreed upon with the TAC Notes Committee, it would likely require various
consents and approvals, including the consent of the holders of TAC Notes.
In connection with discussions with the TAC Notes Committee, certain
members thereof were provided with confidential information concerning THCR and
certain of its subsidiaries, which is summarized in the preceding paragraph.
We recently met with representatives of certain holders of the Castle
Mortgage Notes to discuss preliminary matters concerning a possible transaction
involving the Castle Mortgage Notes.
If a proposal for other public debt is agreed to with any bondholder
committee or group, it would also likely require various consents and approvals,
including the consent of other holders of the public debt affected. There are no
assurances as to any of the following:
o That any proposal will be agreed upon with any committee or group
of bondholders;
o That any proposal that is agreed upon with any committee or group
of bondholders will be approved by other holders of public debt,
or that a proposal will be consummated as proposed;
o That any transaction that is consummated will not adversely
affect the holders of our various debt securities or THCR's
Common Stock;
o That any transaction, if agreed to, will be completed by a
specific date and time, if at all; or
o That any transaction, if agreed to, will be approved by the New
Jersey Casino Control Commission and the Indiana Gaming
Commission.
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The ability of THCR Holdings to pay interest on and principal of the
Senior Notes ($109.5 million principal amount publicly held) and the ability of
its subsidiaries to service the debt on which they are obligated, which includes
an additional $1.6 billion of public debt, depends primarily on the ability of
the Trump Casino Properties (as defined herein) to generate cash from operations
sufficient for such purposes. The Trump Atlantic City Properties (as defined
herein) themselves have substantial indebtedness and debt service requirements.
The future operating performance of the Trump Casino Properties is subject to
general economic conditions, industry conditions, including competition and
regulatory matters, and numerous other factors, many of which are unforeseeable
or beyond the control of the Trump Casino Properties. There can be no assurance
that the future operating performance of THCR or the Trump Casino Properties
will be sufficient to generate the cash flows required to meet the debt service
obligations of the Trump Casino Properties or THCR Holdings. The ability of the
Trump Casino Properties and THCR Holdings to pay the principal amount of their
public debt at maturity (whether at stated maturity or by acceleration thereof)
is primarily dependent upon their ability to obtain refinancing. There is also
no assurance 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 or to THCR will be conducive to refinancing debt and any given time.
See "Management's Discussion and Analysis of Financial Condition and Results of
Operations."
Pursuant to each of the indentures governing THCR's and its subsidiaries'
debt issues, a default in the payment of interest when due and payable and which
continues for 30 calendar days (the "Grace Period") constitutes an "Event of
Default" under which the trustee or the holders of twenty-five percent (25.0%)
of the aggregate principal amount of the respective debt issue then outstanding,
by notice in writing to the respective issuers, may, and the trustee at the
request of such holders shall, declare all principal and accrued interest of
such debt issue to be due and payable immediately.
THCR and its subsidiaries made the semiannual interest payments due in
November and December on their public debt issues within the applicable Grace
Period provided for by the relevant indentures. Consequently, no Event of
Default thereunder occurred.
Arthur Andersen, LLP. Arthur Andersen, LLP ("Andersen") has been the
independent auditors of THCR and its subsidiaries since THCR's initial public
offering in June 1995, and has audited the financial statements included in this
Annual Report on Form 10-K. On March 14, 2002, a federal indictment of Andersen
was unsealed and made public in connection with matters unrelated to Andersen's
past and current services to THCR and its subsidiaries. On the Motion of the New
Jersey Division of Gaming Enforcement based upon the pendency of the indictment,
the New Jersey Casino Control Commission (the "CCC"), at a public meeting on
March 27, 2002: (a) rescinded Andersen's exemption from licensure and required
it to file a completed application for casino service industry licensure by
April 27, 2002; and (b) entered a temporary prohibitory order prohibiting all
New Jersey casino licensees and their holding, intermediary and subsidiary
companies from conducting any direct or indirect business with Andersen and
requiring that they terminate any ongoing business with Andersen by May 15,
2002. In its ruling, the CCC expressly stated that its objective was to
allow a reasonable time to conclude pending business transactions and to provide
New Jersey casino licensees with an opportunity to seek an extension of the
deadline for terminating Andersen's services to prevent undue economic hardship.
The Board of Directors and the Audit Committee will undertake to change the
appointment of Andersen as the independent auditors of THCR and its subsidiaries
within the timeframe required by the CCC.
SEC Investigation; Offer of Settlement Accepted by SEC. As previously
reported, the Enforcement Staff (the "Staff") of the Northeast Regional Office
of the Securities and Exchange Commission (the "Commission") had informed THCR
that it was 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 (the
"Exchange Act"), by issuing a earnings press release on October 25, 1999 (the
"Earnings
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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' (as defined herein)
September 1999 acquisition of the All Star Cafe' restaurant from Planet
Hollywood International, Inc.
Without admitting or denying the allegations, THCR entered into an offer
of settlement, dated January 10, 2002 (the "Offer"), with the Commission.
Pursuant to the Offer, THCR covenanted to cease and desist from committing or
causing any violations, and any future violations, of Section 10(b) of the
Exchange Act and Rule 10b-5 thereunder. On January 16, 2002, the Commission
accepted the Offer and issued an Order Instituting Cease-and-Desist Proceedings
Pursuant to Section 21C of the Exchange Act, Making Findings, and Issuing
Cease-and-Desist Order. No fines were imposed by the Commission.
General
Organization. Each of THCR, THCR Holdings and THCR Funding (collectively,
the "Registrants") was organized under the laws of the State of Delaware in
March 1995. 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 ("NYSE") under the symbol "DJT." THCR Holdings' partnership
agreement, dated as of June 12, 1995, as amended (the "THCR Holdings Partnership
Agreement"), requires that all business activities of THCR be conducted through
THCR Holdings or a subsidiary of THCR Holdings. Donald J. Trump ("Trump") and
certain entities wholly-owned by Trump are limited partners of THCR Holdings.
THCR Funding, a wholly-owned subsidiary of THCR Holdings, together with THCR
Holdings, consummated an initial public offering of the Senior Notes
concurrently with THCR's initial public offering of Common Stock in June 1995.
As the sole general partner of THCR Holdings, THCR generally has the exclusive
rights, responsibilities and discretion as to the management and control of THCR
Holdings. See "- Certain Indebtedness of THCR and Subsidiaries; Senior Notes."
Trump Casino Properties. THCR, through THCR Holdings and several
wholly-owned subsidiaries of THCR Holdings, owns and operates a total of four
casino properties, three of which are casino hotels located in Atlantic City,
New Jersey, and the fourth of which is a riverboat casino docked in Buffington
Harbor on Lake Michigan in the State of Indiana. The three properties located in
Atlantic City, New Jersey are: (i) the Trump Plaza Hotel and Casino (the "Trump
Plaza"), (ii) the Trump Taj Mahal Casino Resort (the "Taj Mahal") and (iii) the
Trump Marina Hotel Casino ("Trump Marina," and together with the Trump Plaza and
the Taj Mahal, the "Trump Atlantic City Properties"). Trump Plaza and the Taj
Mahal are located immediately adjacent to Atlantic City's renowned boardwalk
(the "Boardwalk"). The Trump Marina is located in the marina district of
Atlantic City, New Jersey (the "Marina District"), approximately two miles from
the Boardwalk and one-quarter mile from the Huron Redevelopment Area, a 150-acre
parcel of land designated by the Atlantic City Council for casino development,
including the Borgata which is expected to be completed in the Summer of 2003
(the "H-Tract"). The fourth gaming property owned and operated by THCR through
THCR Holdings is an approximately 280-foot luxury yacht docked in Buffington
Harbor on Lake Michigan in the State of Indiana, located approximately 25.0
miles from Chicago, Illinois (the "Indiana Riverboat," and together with the
Trump Atlantic City Properties, the "Trump Casino Properties"). THCR continues
to be the exclusive vehicle through which Trump engages in gaming activities in
both emerging and established gaming jurisdictions. See "-- Competition" and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations; General."
The following table profiles THCR's casino and hotel capacity as of
December 31, 2001:
Trump Taj Trump Indiana
Plaza Mahal Marina Riverboat Total
----- ----- ------ --------- -----
Gaming square footage................... 87,908 158,680 81,200 37,000 364,788
Slot machines........................... 2,871 4,825 2,500 1,455 11,651
Table games............................. 88 207 78 50 423
Hotel rooms............................. 904 1,250 728 300 3,182
Twenty-Nine Palms Band of Luiseno Mission Indians of California. On April
27, 2000, THCR Management Services, LLC, an indirect, wholly-owned subsidiary of
THCR Holdings ("THCR Management"), entered into a management agreement with the
Twenty-Nine Palms Band of Luiseno Mission Indians of California, a sovereign
Native American nation (the "Tribe"). Following submission of the management
agreement to the National Indian Gaming Commission (the "NIGC"), THCR
Management, the Tribe and the Twenty-Nine Palms Enterprises Corporation, a
Federal corporation chartered by the Tribe (the "Palms Enterprise") prepared an
amended and restated management agreement (the "Management Agreement") which is
subject to the currently pending approval of the NIGC.
The Management Agreement provides that THCR Management will manage and
direct all business and affairs in connection with the day-to-day operation,
management and maintenance (the "Management Services") of the Tribe's
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expanded and renovated Spotlight 29 Casino, which will be renamed Trump 29
Casino, located in the city of Coachella, California, 20 miles east of Palm
Springs and 140 miles east of Los Angeles. As proposed, the term of the
Management Agreement is five years, commencing from the first date that the
expanded casino is completed and opened to the public for gaming, subject to
NIGC approval of the Management Agreement. Pursuant to the Management Agreement,
as proposed, in consideration for the Management Services, THCR Management will
be entitled to an annual fee equal to 30.0% of Net Revenues (as defined in the
Management Agreement) for each year of the term (the "Management Fee"). The
Management Fee shall be payable monthly in amounts equal to the accrued
Management Fee for the preceding month plus any accrued, unpaid amounts.
To assist the Tribe in the renovation of its casino, Trump Hotels & Casino
Resorts Development Company, LLC, a subsidiary of THCR Holdings ("THCR
Development"), entered into a Gaming Facility Construction and Development
Agreement, dated April 27, 2000 (the "Development Agreement"), with the Tribe.
Pursuant to the Development Agreement, THCR Development and the Palms Enterprise
is constructing and intends to furnish and equip a Class III gaming resort on
the Tribe's approximately 40 acres of land located in Coachella. The
construction and renovation of the casino are currently in progress and, when
completed, will increase the size of the Tribe's existing 75,000-square-foot
casino with a 125,000-square-foot casino wing. The expanded casino will also
include a renovated theatre-type showroom, an enlarged cafe, a fine-dining
steakhouse and a food court. The construction and opening of the Trump 29 Casino
is anticipated to be completed in the second quarter of 2002, with the remaining
renovation anticipated to be completed in the third quarter of 2002.
To enable the Tribe to complete the construction and renovation of Trump
29 Casino, THCR Management agreed to act as a participant in the Tribe's
construction loan (the "Tribe Construction Loan") by committing to provide the
Tribe with up to $15.8 million of the $58.0 million total financing for the
project. The Tribe Construction Loan bears interest at the prime rate plus one
percent (1.0%) and matures in August 2007, and is secured by a security interest
in the Tribe's Equipment (as defined in the related security agreement) and the
cash flow of the casino which is deposited in a "lockbox" type account.
To fund its participation in the Tribe Construction Loan, THCR Management
entered into a loan agreement, dated November 2, 2001 (the "Management Loan"),
with the Trust Company of the West and certain affiliates thereof (the "TCW
Lenders"), pursuant to which the TCW Lenders agreed to loan up to $18.8 million
to THCR Management to enable THCR Management to fund its participation in the
Tribe Construction Loan and to pay related expenses. The Management Loan bears
interest at the rate of nine percent (9.0%) per annum and matures in November
2006. The Management Loan is secured by (i) a pledge of the promissory note to
THCR Management from the Tribe relating to the Tribe Construction Loan, (ii) a
pledge of all accounts, general intangibles and instruments of THCR Management,
(iii) a pledge of the Management Fee, (iv) a collateral assignment of the
Management Agreement and (v) a guaranty of Trump (the "Trump Guaranty"). See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations; Financial Condition-Liquidity and Capital Resources; Twenty-Nine
Palms Band of Luiseno Mission Indians of California" and "Certain Relationships
and Related Transactions."
THCR Holdings, through its subsidiary, THCR Enterprises, LLC, a Delaware
limited liability company ("THCR Enterprises"), agreed to indemnify Trump
against any losses incurred by him in connection with the Trump Guaranty,
including any payments made by Trump thereunder. The indemnity obligation of
THCR Enterprises is secured by a pledge of 2,127,500 shares of Common Stock and
a principal amount of $35.5 million of Senior Notes held by THCR Enterprises.
See "Management's Discussion and Analysis of Financial Condition and Results of
Operations; Financial Condition--Liquidity and Capital Resources; Twenty-Nine
Palms Band of Luiseno Mission Indians of California" and "Certain Relationships
and Related Transactions."
THCR Management has agreed to subordinate its right to receive Management
Fees to the payment by the Tribe of the Tribe Construction Loan. As a result of
such subordination, until the Tribe Construction Loan is paid in full, THCR
Management may not accept or receive any prepayment of its Management Fee or
accept or receive any payment from the Tribe in respect of the Management Fee if
a default has occurred and is continuing under the Tribe Construction Loan or if
such payment of the Management Fee would result in a default under the Tribe
Construction Loan.
On November 2, 2001, $11.0 million of the $18.8 million commitment under
the Management Loan was advanced to THCR Management, of which approximately $8.3
million was escrowed to fund participation in the Tribe Construction Loan, and
approximately $2.8 million was allocated to pay fees, expenses and to make
required escrow deposits in connection with the Management Loan. As of December
31, 2001, $3.5 million of the $8.3 million has been funded to the Tribe.
Subsequent to year end, additional lender participants were added to the lending
group funding the Tribe Construction Loan and consequently, THCR Management's
participation in the Tribe Construction Loan has been reduced from $15.8 million
to $8.3 million.
Casino Services Agreement; Trump Administration. In December 2000, Trump
Administration, a division of Taj Associates ("Trump Administration"), assumed
the rights and responsibilities of Trump Casino Services, LLC
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("TCS") as a result of the merger of TCS with and into Taj Associates. TCS was
formed in June 1996 to provide managerial, financial, accounting, purchasing,
legal and other services (the "Casino Services") necessary and incidental to the
operations of each of the Trump Casino Properties pursuant to a Second Amended
and Restated Services Agreement, dated January 1, 1998 (the "Casino Services
Agreement"), by and among TCS and (i) Trump Plaza Associates, the operator of
Trump Plaza ("Plaza Associates"), (ii) Trump Taj Mahal Associates, the operator
of the Taj Mahal ("Taj Associates"), (iii) Trump's Castle Associates, L.P., the
operator of the Trump Marina ("Castle Associates"), and (iv) Trump Indiana,
Inc., the operator of the Indiana Riverboat ("Trump Indiana"). The Casino
Services Agreement requires Plaza Associates, Taj Associates, Castle Associates
and/or Trump Indiana, as the case may be, to pay Trump Administration all of the
costs and expenses incurred by Trump Administration in providing the Casino
Services, including without limitation, all payroll and employee benefits and
related costs associated with the employees utilized by Trump Administration in
providing the Casino Services as well as all overhead and other expenses
incurred in the ordinary course of providing the Casino Services. The term of
the Casino Services Agreement is 10 years unless terminated earlier by any of
the parties upon 90 days prior written notice to each of the other parties.
THCR operates in only one industry segment. See "Financial Statements and
Supplementary Data." Each of the Trump Casino Properties is discussed
individually. Unless otherwise indicated, references to "Trump Plaza" include
the 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 THCR as well
as the officers and managers of the relevant subsidiary of THCR whose property
is being discussed at the time.
Trump Plaza
Management believes that Trump Plaza's International Five Star Diamond
Award from the American Academy of Hospitality Sciences reflects the high
quality amenities and services that Trump Plaza seeks to provide to its casino
patrons and hotel guests. Trump Plaza is conveniently located in the center of
the Boardwalk at the end of the Atlantic City Expressway, the main highway into
Atlantic City. Trump Plaza's central location appeals 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 stroll the
Boardwalk ("walk-in" or "bus" patrons). Management also believes that the
public's association of Trump Plaza with Donald J. Trump and the "Trump" name
significantly contributes to Trump Plaza's high-quality image. Trump Plaza's
proximity to Atlantic City's Boardwalk Hall (the "Boardwalk Hall"), which was
recently renovated into a modern, special events venue, is also believed to
benefit the property.
Facilities and Amenities
Trump Plaza competes with other casinos on the basis of service and
quality and extent of amenities. For this reason, substantial capital
expenditures are required from time to time to compete effectively. See
"--Recent Events"; "--Competition" and "Management's Discussion and Analysis of
Financial Condition and Results of Operations."
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
87,908 square feet of casino space, with 2,871 slot machines and 88 table games.
Amenities and services include 18,157 square feet of convention space, an
800-seat cabaret theater, three cocktail lounges, eight restaurants, a player
club, a health spa, an indoor pool, arcade, tennis courts and four retail
outlets.
The entry level of the Trump Plaza 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, 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 Boardwalk Hall. The Trump Plaza East Tower
offers patrons an alternative smoke-free casino, also with windows overlooking
the Boardwalk and ocean.
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 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,
including 24-hour butler and maid service.
The Trump Plaza Main Tower is connected by an enclosed pedestrian walkway
to a ten-story parking garage containing 14 bus bays and accommodating up to
2,778 cars. The parking garage is located directly off the Atlantic City
Expressway and provides patrons with safe and immediate access to the casino
(the "Trump Plaza Transportation Facility").
In 2001, Trump Plaza opened a new table gaming area adjacent to the
Baccarat Pit to attract and cater specifically
-7-
to Asian gaming customers. This area features an aggregate of 15 Asian-style
games (e.g., Pai Gow Poker, etc.). In a separate gaming area themed with various
elements of Asian decor, Trump Plaza also offers a noodle bar which offers
special amenities targeted to attract and appeal to Asian customers.
Trump World's Fair. In October 1999, Plaza Associates closed the Trump
World's Fair (the "Trump World's Fair"). The demolition of the facility was
completed in December 2001. The estimated cost of closing and dismantling the
Trump World's Fair was approximately $124.8 million, including approximately
$97.2 million for the writedown of the net book value of the assets and
approximately $27.6 million of costs incurred in connection with the closing and
demolition of the building.
Business and Marketing Strategy
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 to this end. 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.
In 2000 and 2001, 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
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 cash patrons. Trump Plaza offers a variety of
headline entertainment throughout the year. During the fiscal year ended
December 31, 2001, there were 17 headline entertainment acts featured at Trump
Plaza, including performances by Tom Jones, David Brenner, Jeffrey Osbourne,
Smokey Robinson, Natalie Cole, Penn & Teller, Carrot Top and America.
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 mid-level and high-end 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"). See "-Promotional Activities."
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 visiting the property.
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, for special event parties, sweepstakes and gaming tournaments.
Management systematically reviews its promotional programs to attract and retain
Trump Plaza patrons.
-8-
Credit Policy. Historically, Trump Plaza has extended credit on a
discretionary basis to certain qualified patrons. For the years ended December
31, 1999, 2000 and 2001, credit play as a percentage of total dollars wagered
was approximately 22.8%, 23.2% and 19.0%, 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 balances, (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 1,300 gaming patrons per day during the weekdays and an average of
2,500 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 for patrons waiting for
return buses.
Employees and Labor Relations
As of December 31, 2001, Plaza Associates had approximately 2,600
full-time equivalent employees, of whom approximately 1,100 were covered by
collective bargaining agreements. The collective bargaining agreement with Local
No. 54, which covers most of those employees, expires on September 15, 2004.
Management believes that its relationship with its employees is 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
The Taj Mahal continues to rank first among all Atlantic City casinos in
terms of total gaming revenues for the year ended December 31, 2001, as well as
in each previous year since opening in 1990. Located on the northern end of the
Boardwalk, the Taj Mahal, the largest Atlantic City casino hotel in terms of
gaming positions, 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 Five 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 enable the Taj Mahal to
attract a large portion of the gambling public who come to Atlantic City.
The Taj Mahal opened the Casbah dance club and entertainment complex in
June 2000, which management believes has become one of Atlantic City's most
unique entertainment venues. The Casbah dance club and 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 entertainment and
a centerpiece high-energy nightclub.
Facilities and Amenities
The Taj Mahal competes with other casinos on the basis of service and
quality and extent of amenities. For this reason, substantial capital
expenditures are required from time to time to compete effectively. See
"--Recent Events"; "--Competition" and "Management's Discussion and Analysis of
Financial Condition and Results of Operations."
The Taj Mahal consists of a 42-story hotel tower and contiguous low-rise
structure sited on approximately 30 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 158,680 square feet of gaming space which includes 207
table games, 4,825 slot machines and approximately 12,000 square-foot poker,
Keno and Race Simulcasting room with 67 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 17 popular Asian table games,
including Sic-Bo and Pai Gow Poker, targeted to attract and
-9-
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 G. Etess Arena, which comprises an approximately 63,000
square-foot exhibition hall and entertainment facility, which can accommodate
seating for up to 5,200 persons.
In 1999, Taj Associates expanded Taj Mahal's casino floor frontage on the
Boardwalk by approximately 4,600 square feet, accommodating the addition of
approximately 200 slot machines. 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. In 2001, Taj Associates expanded the Taj Mahal's casino floor by
approximately 3,800 square feet accommodating the addition of approximately 215
slot machines.
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. 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
dance club and 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
entertainment and a Boardwalk lobby bar, all adjacent to the Xanadu Theater on
the Boardwalk. See "Properties; Taj Mahal."
Business and Marketing Strategy
In 2001, the Taj Mahal expanded its casino floor by approximately 3,800
square feet, accommodating the addition of approximately 215 slot machines. The
Taj Mahal 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. As new games are approved by the CCC,
management determines whether to integrate them into the casino floor. 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.
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 G. 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 2001, Taj Mahal was the site of many major
entertainment events, including performances by Luciano Pavarotti, Brooks and
Dunn, Alan Jackson and Russell Watson.
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. 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"). See
"-Promotional Activities."
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.
-10-
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. Marketing 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 visiting the property.
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 systematically
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 2001, 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, 1999, 2000 and 2001, the Taj Mahal's credit play as a percentage of total
dollars wagered was approximately 23.7%, 22.6% and 20.5%, 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 balances, (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
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, 2001, Taj Associates had approximately 4,400 full-time
equivalent employees for the operation of the Taj Mahal, approximately 1,758 of
whom were covered by collective bargaining agreements. The collective bargaining
agreement with Local No. 54, which covers most of those employees, expires on
September 15, 2004. Management believes that its relationship with its employees
is 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.
Trump Marina
THCR and THCR Holdings, through Castle Associates, own and operate Trump
Marina, a casino hotel situated on 14.7 acres in the Marina District
approximately two miles from the Boardwalk and one-quarter mile from the H-
Tract. By providing and maintaining a first-class facility and exceptional
service, Trump Marina has earned the International Five Star Diamond Award from
the American Academy of Hospitality Sciences. Trump Marina continuously strives
to provide a broadly-diversified gaming and entertainment experience consistent
with the "Trump" name and reputation for high-quality amenities and first-class
service.
Facilities and Amenities
Trump Marina competes with other casinos on the basis of service and
quality and extent of amenities. For this
-11-
reason, capital expenditures are required from time to time. See "--Competition"
and "Management's Discussion and Analysis of Financial Condition and Results of
Operations."
Trump Marina consists of a 27-story hotel tower with 728 rooms, including
153 suites, 97 of which are "Crystal Tower" luxury suites, and contains
approximately 81,200 square feet of gaming space. Trump Marina offers
approximately 2,500 slot machines, 78 table games, a simulcast racetrack
facility, and has 40,000 square feet of convention, ballroom and meeting space,
a 540-seat cabaret theater ("The Shell"), two clubs for the exclusive use of
select patrons, two retail outlets, seven restaurants, two cocktail lounges and
a pool snack bar. The Trump Marina also offers an outdoor basketball court,
jogging track, swimming pool, four tennis courts and an indoor fitness center
and salon. In addition, Trump Marina features a roof-top helipad, operates a
645-slip marina adjacent to the casino hotel, has eleven bus bays and a
nine-story parking garage that can accommodate up to approximately 3,000 cars.
An elevated enclosed walkway connects Trump Marina to a two-story building which
contains a 240-seat gourmet restaurant overlooking the marina and the Atlantic
City skyline, a nautically themed retail store, an indoor-outdoor
restaurant/lounge and offices. As a result of its high-quality amenities, its
exceptional customer service and its geographical location, Trump Marina
distinguishes itself as a desirable alternative to the Atlantic City casinos
located on the Boardwalk.
Business and Marketing Strategy
"Wild Side." In 1997, Trump Marina completed a project to re-theme the
casino hotel with a nautical emphasis, targeting younger affluent customers by
offering contemporary entertainment attractions and emphasizing Trump Marina's
energetic, lively "club-like" atmosphere, while maintaining its appeal to its
established customer base. In keeping with this initiative, management developed
and implemented the Trump Marina's "Wild Side" marketing and advertising
campaigns containing a vivacious, youthful appeal geared towards a younger,
affluent demographic. The Trump Marina offers varied and contemporary
entertainment in the 17,800 square foot Grand Cayman Ballroom, "The Shell" (a
540-seat cabaret theater used to feature acts by bands and musical artists
popular with a younger crowd), "The Wave" (a dance club), "The Deck" (for
outdoor summertime entertainment) and large outdoor performances billed as "Rock
the Dock" concerts.
Gaming Environment. To stay abreast of current gaming trends in Atlantic
City, Trump Marina's management systematically monitors the configuration of the
casino floor and the games it offers to patrons with a view towards making
changes and improvements. A computerized slot tracking and marketing system is
utilized to perform this analysis. This monitoring has confirmed an ongoing
trend in the Atlantic City market towards fewer table games and more slot
machines. For example, slot machine revenue for the Atlantic City market
increased from 61.9% of the industry gaming revenue in 1991 to 73.1% in 2001.
Trump Marina experienced a similar increase, with slot revenue increasing from
65.6% of table games and slot revenue in 1991 to 76.8% in 2001.
"Comping" Strategy. In order to compete effectively with other Atlantic
City casino hotels, Trump Marina offers complimentaries to select patrons.
Management strives to monitor and update Trump Marina's policy so as to provide
complimentaries primarily to patrons who have a demonstrated propensity to wager
at Trump Marina by systematically reviewing patrons' prior gaming history at
Trump Marina. Each patron's gaming history is carefully analyzed to determine
whether such patron's gaming activity at the Trump Marina, less the value of any
comps, is potentially profitable to the property.
Entertainment and Special Events. Trump Marina pursues a coordinated
program of headline entertainment and special events geared towards a younger
crowd. Trump Marina offers headline entertainment approximately 20 times a year
in the Grand Cayman Ballroom, complemented by contemporary acts each weekend in
the Shell. As a part of its marketing plan, Trump Marina offers special events
aimed at its core, middle and upper-middle market segments. Trump Marina also
hosts special events on an invitation-only basis in an effort to attract
targeted gaming patrons and build loyalty among these patrons. These special
events have included theme parties and gaming tournaments. Headline
entertainment has also been featured to complement these special events. In
addition, as part of its "Wild Side" marketing campaign, Trump Marina has
featured outdoor bands by the marina nightly (in season), as well as outdoor
concerts promoted under the "Rock the Dock" theme. Recent performances have
included Bryan Adams, Billy Idol, Lynyrd Skynyrd, The Black Crowes, Styx, Alice
Cooper and Hall & Oates.
Player Development. Castle Associates has contracts with sales
representatives located in various states to promote the casino hotel. Trump
Marina has historically sought to attract more middle market slot patrons, as
well as premium players through its "junket" marketing operations, which involve
attracting groups of patrons by providing airfare, gifts, and room
accommodations. Player development personnel at Trump Marina coordinate special
events, offer incentives and directly contact patrons in an effort to attract
high-limit table game and slot patrons. Trump Marina's casino hosts also assist
patrons on the casino floor, arrange room and dinner reservations and provide
general assistance. To increase Trump Marina's marketing base, player
development personnel also encourage patrons to enroll in Trump Marina's
frequent player card program to receive their own individual Trump Marina Wild
Card (the "Marina Wild Card"). See "-Promotional Activities."
-12-
Promotional Activities. The Marina Wild Card constitutes a key element in
the direct marketing program of Trump Marina. Patrons are encouraged to register
for, and utilize, their personalized Marina Wild Cards to earn various
complimentaries based upon their level of play. Before the commencement of play,
the cardholder inserts his or her Marina Wild Card into a card reader attached
to the slot machine or, in the case of a table game, gives his or her Marina
Wild 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
visiting the property. Also, the Marina Wild Card may enable cardholders to
receive a discount, minimum purchase required, in certain retail stores located
in Trump Marina.
Trump Marina 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
Marina Wild 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 hosting birthday parties,
sweepstakes and special competitions. Management systematically reviews its
promotional programs to attract and retain Trump Marina patrons.
Credit Policy. Historically, Trump Marina has extended credit on a
discretionary basis to certain qualified patrons. Table games credit play, as a
percentage of total dollars wagered, was approximately 32.6%, 30.0% and 29.0%
for the fiscal years ended December 31, 1999, 2000 and 2001, respectively. Trump
Marina 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 balances, (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 Castle 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 Marina's discretion.
Bus Program. Trump Marina has a bus program which transports approximately
500 gaming patrons per day during the weekdays and approximately 600 per day on
the weekends. Castle Associates' bus program offers incentives and discounts to
certain scheduled and chartered bus customers. Based on historical surveys,
management has determined that gaming patrons who arrive by special charters, as
opposed to patrons traveling by scheduled bus lines or who travel distances
greater than 60.0 miles, are more likely to create higher gaming revenue.
Accordingly, Trump Marina's marketing efforts are focused on attracting such bus
patrons.
Employees and Labor Relations
As of December 31, 2001, Castle Associates had approximately 2,300
full-time equivalent employees, 700 of whom were subject to collective
bargaining agreements. Castle Associates' collective bargaining agreement with
Local No. 54, which covers most of those employees, expires on September 14,
2004. Management believes that its relationship with its employees is
satisfactory.
Certain employees of Castle 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.
Indiana Riverboat
The Indiana Riverboat operates out of Buffington Harbor in Gary, Indiana.
Buffington Harbor is approximately 25.0 miles from downtown Chicago, Illinois.
In addition, the cities of Indianapolis, Fort Wayne, Toledo, Grand Rapids and
Milwaukee are each within a 175-mile radius of Buffington Harbor. Management
believes the Indiana Riverboat benefits from (i) its location near Chicago; (ii)
its strategy of developing, together with Majestic Star Casino, L.L.C.
("Barden") (as described herein), an array of entertainment, retail and
restaurant attractions, and coordinated cruise schedules and (iii) the
widespread recognition of the "Trump" name and what management believes to be
its reputation for quality. However, Illinois riverboats are permitted under
Illinois law to remain dockside, allowing patrons to freely enter and exit,
whereas Indiana casino riverboats, including the Indiana Riverboat, are
prohibited from allowing patrons to enter the casino except at scheduled
boarding times. Also, Illinois law permits gaming barges. Dockside
-13-
gaming and gaming barges are significant competitive advantages for Illinois
riverboats.
Features and Amenities
Trump Indiana competes with other casinos on the basis of service and
quality and extent of amenities. For this reason, capital expenditures are
required from time to time. See "--Recent Events"; "--Competition" and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations."
The Indiana Riverboat features an approximately 280-foot luxury yacht
containing approximately 37,000 square feet of gaming space with approximately
1,455 slot machines, 50 table games and capacity for approximately 2,690
passengers and 300 employees. The site adjacent to the Indiana Riverboat
includes surface parking for approximately up to 3,000 automobiles and certain
other infrastructure improvements, including a 300-room hotel. The cost to THCR
for the development of the Indiana Riverboat, including the land, the vessel,
gaming equipment, a pavilion for staging and ticketing and restaurant
facilities, berthing and support facilities and parking facilities, was $180.5
million through December 31, 2001. An additional amount of $4.8 million is
required to be spent in connection with municipal commitments. The $4.8 million
will be spent over the next 12 to 18 months with cash from operations or other
available financings. See " -- Business and Marketing Strategy; Buffington
Harbor."
The Indiana Parking Garage (as defined herein) is anticipated to be
completed in the second quarter of 2002 and will accommodate up to 2,000 cars.
An enclosed walkway connecting the Indiana Parking Garage to Trump Indiana's
casino floor will provide patrons with quick and safe access to Trump Indiana.
See "--Business and Marketing Strategy; -Buffington Harbor."
Business and Marketing Strategy
THCR and Trump Indiana focus their marketing efforts for the Indiana
Riverboat on the middle market, which makes up the majority of the gaming
population in the 200-mile radius of Buffington Harbor, encompassing portions of
the States of Indiana, Illinois, Michigan, Ohio and Wisconsin (the "Great Lakes
Market.") The middle market constitutes a broad segment of casino patrons who
come to a casino for exciting recreation and entertainment and who typically
wager less, on an individual basis, than high-end patrons. Through the use of
the "Trump" name and systematic marketing programs, THCR has been attracting
this middle market customer.
In March 2001, the Center for Urban Policy and the Environment (the
"Center") of Indiana University's School of Public and Environmental Affairs
interviewed 262 riverboat patrons over a four-day period in Buffington Harbor.
From the study, the Center concluded the following: (i) the estimated average
distance traveled to Buffington Harbor was 62.0 miles; (ii) 57.6% of the patrons
were from outside Indiana; (iii) 78.0% of the out-of-state interviewed patrons
(45.0% of the total sample) were from Illinois; (iv) 41.0% of the out-of-state
interviewees (24.0% of the total sample) were from Chicago; (v) just over 7.0%
of the interviewees were from the city of Gary, (vi) almost 17.0% were from the
remainder of Lake County, and (viii) over 18.0% were from the remainder of
Indiana. Management believes that the Trump name and its association with
superior quality and customer service has helped Trump Indiana in attracting
out-of-state gaming patrons to the Indiana Riverboat.
Gaming Regulation. The operation of a gaming riverboat in Indiana is
subject to Indiana's Riverboat Gambling Act (the "Riverboat Gambling Act") and
the administrative rules promulgated thereunder. Under the Riverboat Gambling
Act, all games typically available in Atlantic City casinos are permitted on the
Indiana Riverboat. The riverboat casinos in Indiana are permitted to stay open
21 hours per day, 365 days per year and to extend credit and accept credit cards
with no loss or wagering limits.
In June 1996, the Indiana Gaming Commission (the "IGC") granted Trump
Indiana a riverboat owner's license for the ownership and operation of a gaming
vessel at Buffington Harbor, which was renewed in June 2001 and expires in June
2002.
Buffington Harbor. On June 30, 1995, Trump Indiana acquired, pursuant to
an Agreement of Sale, dated May 10, 1995 (the "Site Sale Agreement"), with
Lehigh Portland Cement Company ("Lehigh") approximately 88.0 acres of land at
Buffington Harbor (the "Buffington Harbor Site") for an aggregate purchase price
of $13.5 million. Pursuant to an agreement between Lehigh and Trump Indiana,
Lehigh granted Trump Indiana a lease for a term of up to 10 years for the use of
the harbor and certain of Lehigh's property adjacent to the Buffington Harbor
Site for the docking of the Indiana Riverboat vessel (the "Harbor Lease
Agreement"). Pursuant to the Harbor Lease Agreement, Lehigh was entitled to
receive lease payments in the amount of $125,000 per month, commencing after the
30th month of the Harbor Lease Agreement.
Trump Indiana contributed the Buffington Harbor Site and its rights under
the Harbor Lease Agreement to Buffington Harbor Riverboats, LLC ("BHR"), a 50.0%
joint venture between Trump Indiana and Majestic Star Casino, LLC ("Barden"), in
connection with the formation of BHR. Pursuant to a joint venture agreement
between Trump
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Indiana and Barden (the "BHR Agreement"), BHR owns, develops and operates all
common land-based and waterside operations in support of Trump Indiana's and
Barden's separate riverboat casinos at Buffington Harbor. Trump Indiana and
Barden are each equally responsible for the development and the operating
expenses of BHR. In September 2000, THCR and an affiliate of Barden formed a
joint venture, Buffington Harbor Parking Associates ("BHPA"), for the purpose of
constructing and operating a parking garage (the "Indiana Parking Garage."). In
September 2000, BHPA acquired approximately 14.0 additional acres of land (not
including the Buffington Harbor Site) previously leased from Lehigh for the
construction of Indiana Parking Garage for an aggregate purchase price of $14.2
million, and the Harbor Lease Agreement was terminated. The construction of the
Indiana Parking Garage commenced in the second quarter of 2001 and is
anticipated to be completed in the second quarter of 2002. The Indiana Parking
Garage and elevated roadway over certain railroad tracks are expected to cost
approximately $25.0 million.
BHPA separately leases the Indiana Parking Garage to each of (i) Trump
Indiana pursuant to a parking lease, dated June 19, 2001 (the "Trump Indiana
Garage Lease"), and (ii) Barden under a substantially identical lease agreement.
The term of the Trump Indiana Garage Lease is until December 31, 2018. The
initial rent installment, paid by Trump Indiana upon the execution of the Trump
Indiana Garage Lease, was approximately $8.4 million. In addition, Trump Indiana
is obligated to pay BHPA a monthly rent equal to (i) 50% of BHPA's debt service
on the $17.1 million financing (the "Financing") to build the Indiana Parking
Garage and (ii) 50% of any construction costs incurred by BHPA in excess of the
net proceeds of the Financing. In the event either party defaults on its rental
obligations under its respective garage lease with BHPA, the other party will be
obligated to pay rent in an amount sufficient to satisfy 100% of BHPA's debt
service obligations on the Financing.
Trump Indiana entered into a development agreement with the City of Gary,
Indiana, dated as of May 1, 1996 (the "Development Agreement"), which
memorialized the commitments made by Trump Indiana to the City of Gary during
the licensing process. The Development Agreement sets forth (i) the scope and
timing of the capital expenditures committed to be made by Trump Indiana during
the initial five-year term of its riverboat owner's license; (ii) Trump
Indiana's agreement to pay to the City of Gary four percent (4.0%) of Trump
Indiana's annual adjusted gross receipts and (iii) Trump Indiana's commitment
regarding the employment of women and racial minorities and the utilization of
union labor and local vendors. The Development Agreement also provides for
certain monetary penalties in the event Trump Indiana had elected to abandon the
Buffington Harbor Site within the first four years of gaming operations. In
addition, the Development Agreement includes provisions regarding the "Trump
Indiana Foundation," a private foundation established by Trump Indiana for
charitable purposes primarily within the City of Gary and Lake County, Indiana.
In 1996, Trump Indiana funded an initial amount of $1.0 million to the Trump
Indiana Foundation. Trump Indiana was also required to make annual contributions
of $100,000 to the Trump Indiana Foundation. The required payments were made for
each year from 1997 through 2001. The Development Agreement was amended
effective February 28, 2001 and confirmed Trump Indiana had satisfied its
commitments to the City of Gary, other than a remaining $16.2 million of
economic development commitments. Such economic development commitments have
been reallocated to two new projects: (i) a stadium project, involving the
acquisition, construction and equipping of a professional baseball stadium, and
(ii) a roadway project, involving the construction of elevated roadways and
certain railroad tracks into the garage. Such amendment was approved by the IGC
on March 2, 2001.
Competition. Competition in the Great Lakes Market is also intense.
Management believes that competition in the gaming industry, particularly the
riverboat and dockside gaming industry, is based on a combination of quality and
location of gaming facilities as well as the implementation of effective
marketing strategies. In June 1999, the Illinois State Legislature authorized
additional gaming facilities to be constructed in Illinois and permitted the
state's riverboat properties to begin operating dockside, allowing patrons to
freely enter and exit at any time and authorized gaming on barges in Illinois.
Since such restrictions were lifted in June 1999, Illinois' casino revenues
increased 34.0% year over year. In addition to dockside gaming, Illinois gaming
regulators relaxed ownership hurdles, allowing operators to own more than one
casino in the state. Although management believes that the location of the
Indiana Riverboat allows Trump Indiana to compete effectively with other casinos
in the surrounding geographic area, management expects competition in the casino
gaming industry to become intense as more casinos are opened and new entrants
into the gaming industry become even more operational. See "--Competition."
Employees and Labor Relations
As of December 31, 2001, Trump Indiana had approximately 954 full-time
equivalent employees, of whom approximately 188 employees were covered by
collective bargaining agreements. The collective bargaining agreement with the
Hotel Employees and Restaurant Employees International Union, which covers most
of those employees, ("H.E.R.E.") expired in June 2001. Negotiations are
on-going. Management believes that its relationship with its employees is
satisfactory.
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
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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
12, 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, world- wide and
royalty-free right and 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 of THCR and Subsidiaries
Senior Notes. Concurrently with the initial public offering of THCR in
June 1995 (the "June 1995 Offering"), THCR Holdings and THCR Funding
(collectively, the "THCR Obligors") issued, in an underwritten public offering,
senior promissory notes in an aggregate principal amount of $155.0 million (the
"Senior Notes") pursuant to the terms and conditions in the Indenture, dated
June 12, 1995 (the "Senior Note Indenture"), by and among THCR Holdings, THCR
Funding, as issuers, and U.S. Bank National Association, as trustee (the
"Trustee"). The Senior Notes bear interest at the rate of 15-1/2% per annum,
payable semiannually in arrears on June 15th and December 15th of each year
commencing December 15, 1995, and mature June 15, 2005 (the "Senior Notes"). The
Senior 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. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations; Financial Condition-Liquidity and
Capital Resources; Summary of Certain Debt; Senior Notes."
TAC I Notes. In connection with THCR's acquisition of the Taj Mahal in
April 1996 (the "Taj Acquisition"), Trump AC and Trump AC Funding issued, in an
underwritten public 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 as guarantors, and 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. See "Management's Discussion and Analysis of Financial Condition
and Results of Operations; Financial Condition-Liquidity and Capital Resources;
Summary of Certain Debt; TAC Notes."
TAC II Notes. In December 1997, Trump AC and Funding II issued, in an
underwritten public 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, 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. See "Management's Discussion and Analysis of
Financial Condition and Results of Operations; Financial Condition-Liquidity and
Capital Resources; Summary of Certain Debt; TAC Notes."
TAC III Notes. In December 1997, Trump AC and Funding III issued, in an
underwritten public 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," and together with the TAC I Notes
and TAC II Notes, the "TAC 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, 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,
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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. See "Management's Discussion and Analysis of Financial Condition
and Results of Operations; Financial Condition-Liquidity and Capital Resources;
Summary of Certain Debt; TAC Notes."
Other Indebtedness. In addition to the foregoing, Trump AC's long-term
indebtedness includes approximately $16.6 million of indebtedness, including, as
of December 31, 2001, approximately $1.2 million due under outstanding mortgage
notes.
Castle Mortgage Notes and Castle PIK Notes. In December 1993, Castle
Associates refinanced its then outstanding 9-1/2% Mortgage Bonds due 1998
("Castle Bonds") of Castle Funding by exchanging all of the Castle Bonds for
Castle Funding's (i) 11-3/4% Mortgage Notes due November 15, 2003 in an
aggregate principal amount of approximately $242.1 million (the "Castle Mortgage
Notes") and (ii) 13-7/8% Subordinated Pay-in-Kind Notes due November 15, 2005 in
an aggregate principal amount of approximately $60.0 million (the "Castle PIK
Notes," and together with the Castle Mortgage Notes, the "Castle Notes"). The
Castle Notes are redeemable at Castle Funding's option at any time commencing
December 15, 1998, in whole or in part, at the redemption prices set forth in
the indenture agreements under which they were issued, together with accrued and
unpaid interest as of the redemption date. No Castle Notes were redeemed in
2001. The Castle 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. See "Management's Discussion
and Analysis of Financial Condition and Results of Operations; Financial
Condition-Liquidity and Capital Resources; Summary of Certain Debt; Castle
Mortgage Notes" and "-Castle PIK Notes."
Castle Senior Notes and Castle Working Capital Loan. In April 1998, Castle
Funding refinanced a portion of its then outstanding debt, on a consolidated
basis, consisting of (i) a term loan from a bank for an outstanding principal
amount of $38.0 million (the "Castle Term Loan"), and (ii) its 11-1/2% Senior
Secured Notes due 2000 (the "11-1/2% Castle Notes") by issuing 10-1/4% Senior
Secured Notes due April 30, 2003 (the "Castle Senior Notes"). The proceeds from
the issuance of the Castle Senior Notes were used to redeem all of the issued
and outstanding 11-1/2% Castle Notes at 100.0% of their outstanding principal
balance plus accrued and unpaid interest and to repay the Castle Term Loan in
full. The Castle Senior Notes have an outstanding principal amount of $62.0
million, bear interest at the rate of 10-1/4% per annum, payable semiannually on
April 30th and October 30th of each year, and mature on April 30, 2003. The
Castle Senior 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. See "Management's Discussion
and Analysis of Financial Condition and Results of Operations; Financial
Condition-Liquidity and Capital Resources; Summary of Certain Debt; Castle
Senior Notes."
In conjunction with the issuance of the Castle Senior Notes, TCHI obtained
a $5.0 million working capital credit facility (the "Castle Working Capital
Loan"). The Castle Working Capital Loan bears interest at the rate of 10-1/4%
per annum, payable semiannually on April 30th and October 30th, and matures on
April 30, 2003. The Castle Working Capital Loan includes 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. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations; Financial Condition-Liquidity and Capital Resources; Summary of
Certain Debt; Castle Working Capital Loan."
Both the Castle Senior Notes and the Castle Working Capital Loan are
guaranteed by Castle Associates. The terms of the Castle Notes, the Castle
Senior Notes and the Castle Working Capital Loan include limitations on the
amount of additional indebtedness Castle Associates may incur, distributions of
Castle Associates capital, investments and other business activities.
Other Indebtedness. In addition to the foregoing, THCR's consolidated
long-term indebtedness includes approximately $48.1 million of additional
indebtedness as of the fiscal year ended December 31, 2001 which includes THCR
Management's $11.0 million loan and Trump Indiana's $27.5 million loan.
Delayed Interest Payments. On October 31, 2001, THCR issued a press
release and filed a Current Report on Form 8-K with the Commission, therein
announcing that THCR was seeking to negotiate the terms of its public debt,
including the Senior Notes, TAC I Notes, TAC II Notes, TAC III Notes, Castle
Mortgage Notes, Castle Senior Notes and the Castle Working Capital Loan, and was
withholding interest payments thereon until such time as discussions between
THCR and the bondholders of such debt issues had commenced.
On November 28, 2001, THCR issued a press release and filed a Current
Report on Form 8-K with the Commission, therein announcing that THCR was making
interest payments on the overdue debt issues within the
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applicable grace periods. On January 11, 2002, an aggregate of $8.6 million was
paid with respect to the interest payment on the Senior Notes which had been due
on December 15, 2001. On November 29, 2001 aggregate amounts of $68.1 million,
$4.3 million and $1.4 million were paid with respect to the interest payments on
the TAC I Notes, TAC II Notes and TAC III Notes, respectively, which had been
due on November 1, 2001. On November 29, 2001, an aggregate of $14.3 million was
paid with respect to the interest payment on the Castle Mortgage Notes which had
been due on November 15, 2001. On November 29, 2001, aggregate amounts of $3.2
million and $0.3 million were paid with respect to the interest payments on the
Castle Senior Notes and the Castle Working Capital Loan, respectively, which had
been due on October 30, 2001. See "-Recent Events"; "-Competition; New York
State Legislation"; "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and "Exhibits, Financial Statement Schedules and
Reports on Form 8-K."
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. Management believes that the
foregoing statistic, coupled with the many community improvements either
recently completed, currently underway or anticipated 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 in Atlantic City include the following: (i) the $330.0
million Atlantic City-Brigantine connector tunnel project which was completed in
July 2001, which connects the Atlantic City Expressway to the Marina District
and H-Tract and the nearby residential city of Brigantine (the "Atlantic
City-Brigantine Connector") and (ii) the $90.0 million refurbishment of the
Boardwalk Hall into a 10,000 to 14,000-seat special events venue, which was
completed in the Summer of 2001 and has the potential to attract major
entertainers and strong regional boxing matches. Construction projects recently
announced include the development of a $76.0 million retail and entertainment
complex adjoining the Grand Boulevard entrance to the City of Atlantic City.
Groundbreaking on approximately 300,000 square feet of space, accommodating 60
to 70 retail stores, is scheduled for the Summer of 2002 with completion
expected by the fall of 2003.
The Atlantic City market has demonstrated continued, though modest, growth
despite the recent proliferation of new gaming venues across the country. Gaming
revenues in the twelve casino hotels located in Atlantic City increased slightly
in 2001 as compared to 2000, generating approximately $4.3 billion each year.
From 1997 to 2001, total gaming revenues in Atlantic City have increased
approximately 10.1% while hotel rooms increased by 3.2% during the same period.
Although total visitor volume to Atlantic City remained relatively constant in
2001, the volume of bus customers decreased to 8.0 million in 2001 from 9.1
million in 2000, also representing a decline from 9.9 million in 1997. The
volume of customers traveling by other means to Atlantic City has grown from
24.0 million in 1997 to 26.0 million in 2001.
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 43 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 Bellagio in 1998, 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
Atlantic City-Brigantine Connector, completed in July 2001, 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 Atlantic City-Brigantine Connector will alleviate the traffic
congestion as originally proposed. See "-Gaming and Other Laws and Regulations."
Total Atlantic City slot revenues increased 1.7% in 2001 from 2000,
continuing a trend of increases over the past nine years. From 1997 through
2001, slot revenue growth in Atlantic City has averaged 3.7% per year. Total
table game revenue decreased by 4.1% in 2001 from 2000, while table game revenue
from 1997 to 2001 has decreased on average approximately 0.3% per year.
Management believes the slight decrease in table game revenue is primarily
attributable to two factors. First, the slot product has been significantly
improved in the recent years. Bill and coupon acceptors, new slot machines,
video poker, themed slot machines and other improvements have been effective in
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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 1997, the number of slot machines in Atlantic City has
increased by 6.9% while the number of table games has decreased by 14.0%. Slot
revenues increased from 69.4% of total casino revenues in 1997 to 72.8% in 2001.
The second possible reason for the historical slight decrease 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.
The Boardwalk Hall, 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 constructed in 1929 and is listed on the National Register of Historic
Places, underwent a $90.0 million renovation which was completed in the Summer
of 2001 with funding approved by the New Jersey Casino Reinvestment Development
Authority (the "CRDA") in February 1999. These improvements, while preserving
the historic features of this landmark, converted the East Hall into a modern
special events venue which includes new seating for 10,000 to 14,000 people in
its main auditorium, new lighting, sound and television-ready wiring systems.
Management believes that the East Hall has 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 Atlantic City- Brigantine Connector. This project
consisted of the construction of an approximate 2.2 mile roadway and tunnel
system in Atlantic City which connects 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 Atlantic City-Brigantine Connector
was completed in the Summer of 2001 at an estimated cost of $330.0 million.
Several major infrastructure improvements have been completed in Atlantic
City 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. The Trump Atlantic City Properties
compete with other casinos on the basis of service and quality and extent of
amenities. For this reason, substantial capital expenditures are required from
time to time to compete effectively. Substantial new expansion and development
activity has recently been completed, is under construction, or has been
announced in Atlantic City at other properties, including the expansion at
Harrah's, Hilton, Caesar's, Sands, Showboat, Tropicana and Bally's Wild West
Casino, which intensifies competitive pressures in the Atlantic City market.
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 will feature a 40-story tower with 2,010 rooms and suites, as well as a
135,000 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.
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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 connected the Caesar's and Bally's properties
with a $24.0 million connector, which included additional gaming space. In 2001,
Park Place completed the acquisition of the Claridge Casino Hotel which is
adjacent to Bally's. Park Place also commenced construction to connect Bally's
and the Claridge with a $25.0 million connector to include additional retail and
meeting space to be completed in the Summer of 2002.
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 of building an additional casino hotel on such site with a tentative
completion date in 2005. 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 or on the Boardwalk.
During the first quarter of 2001, Aztar Corp. announced its plan to build
a $225.0 million expansion of its Atlantic City Tropicana, including a 502-room
hotel tower, a 200,000 square-foot themed retail and entertainment complex
called The Quarter, a 25-room conference center and a 2,400-space parking garage
with an expected commencement date in May 2002 and an expected completion date
in the Spring of 2004.
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.
There can be no assurances that proposed and future expansions would not have a
material adverse effect on the business and operations of the Trump Atlantic
City Properties. In particular, the Borgata could adversely affect the nearby
Trump Marina. There also can be no assurances that the Atlantic City development
projects, which are planned or in process, will be completed. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations."
Harrah's Entertainment, Inc. commenced building an approximate $200.0
million hotel and casino expansion at its Harrah's Atlantic City property. The
expansion includes a 452 hotel room tower expected to be completed during the
second quarter of 2002, a 50,000 square foot expansion to include 28,000 square
feet of casino space accommodating 950 slot machines operating in phases
starting in June 2002 and a Grand Lobby/Porte Cochere also to be completed in
June 2002.
Resorts Atlantic City announced plans to proceed with construction of a
$125 million 459 room hotel tower expansion with ground breaking scheduled in
May 2002 and an expected completion in the first quarter of 2004.
The Showboat Casino Hotel broke ground in March 2002 for a $90 million 544
room hotel tower addition with an expected completion in June 2003.
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 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 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 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 approximately 15 units. During 2001, a total of approximately 31,983 square
feet of casino floor space was added and the number of slot machines increased
by approximately 1,205 units and table games decreased by approximately 54
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 some 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,
Connecticut, Delaware, Illinois, Indiana, Iowa, Louisiana, Michigan,
Mississippi, Missouri, Nevada, New York, 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 2001, there were a total of approximately 5,172
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slot machines installed and operational in Delaware. West Virginia also permits
slot machines at racetracks, and track owners in several other states, including
Maryland, New York 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.
Recent legislation in New York is also likely to result in increased
competition in Atlantic City. See "-New York Legislation."
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 considerable 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.
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
6,412 slot machines, 350 table games 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 Casino Resort
in Uncasville, Connecticut, located 10 miles from Foxwoods. Developed by Sun
International Hotels, Ltd., the Mohegan Sun has approximately 6,100 slot
machines and 282 tables, off-track horse betting, bingo, 32 food and beverage
outlets, and retail stores. The Mohegan Sun recently completed the first phase
of a $1.0 billion expansion project which included a 115,000 square foot casino,
a 10,000 seat arena, 40 retail shops and dining venues, and two additional
parking garages accommodating up to 5,000 cars which were opened in September
2001. The second phase which will include a 1,200 hotel guest room 34 story
tower with convention facilities and spa, 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 Casino Properties. 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.
In July 1993, the Oneida Nation opened "Turning Stone," a casino featuring
24-hour table gaming and electronic gaming machines with approximately 90,000
square feet of gaming space, 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. There are also plans for a
further expansion consisting of 50,000 square feet of gaming space, 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 $500 million
tribal casino and resort 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.
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In central New York, a tribe called the Stockbridge Munsee Band of
Mohegans, is claiming 6 million acres of ancestral lands for its own Catskills
casino approximately 85 miles from New York City. Their partners, Trading Cove
Associates, developers of the hugely successful Mohegan Sun in Connecticut, have
purchased an option on 300 acres to build a $600 million casino hotel.
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.
The Narragansett Nation of Rhode Island, which has federal recognition, is
seeking to open a casino in the State of Rhode Island.
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.
New York State Legislation. In September 2001, New York State, citing a
statewide economic crisis precipitated by the September 11, 2001 terrorist
attacks on New York City, passed legislation permitting video lottery terminals
at five harness racetracks and further allows the governor to negotiate Class
III gaming compacts with tribes for up to six resort-scale casinos. The
legislation allows three tribal resort scale casinos in the Catskills, within 90
miles of New York City, and the other three in the Buffalo-Niagara Falls area.
The three Buffalo-Niagara Falls resort scale casinos would join two existing
Indian casinos, the Turning Stone, operated by the Oneida Nation near Syracuse
and one owned by the St. Regis Mohawks, near the Canadian Border. A lawsuit was
filed in New York's Supreme Court in Albany in January 2002, claiming, among
other things, that the legislation violated the provisions of New York State's
constitution. Competition from these properties, when opened, could have a
material adverse effect on the Trump Atlantic City Properties. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations."
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 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. 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.
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.
Indiana. The Indiana Riverboat competes primarily with riverboats and
other casinos in the northern Indiana and Chicago metropolitan area and
throughout the Great Lakes Market. Although northern Indiana is part of the
greater Chicago metropolitan market, which is one of the most successful new
gaming markets in the United States, the Indiana Riverboat may be more dependent
on patrons from northern Indiana than its Illinois competitors, and the
propensity of these patrons to wager cannot be predicted with any degree of
certainty. In addition to competing with Barden's Majestic Star riverboat at the
Buffington Harbor Site, the Indiana Riverboat competes with three other
riverboats in the northwest Indiana market. To a lesser degree, the Indiana
Riverboat competes with five operating riverboats located in southern Indiana.
At the present time, there are four other riverboats in the Chicago, Illinois
area. Statutory changes now enable gambling on barges and Illinois riverboats to
remain dockside, allowing patrons to freely enter and exit, whereas Indiana
casino riverboats are required to cruise or simulate cruising.
Management believes that competition in the gaming industry, particularly
the riverboat and dockside gaming industry, is based principally on the quality
and location of gaming facilities, the effectiveness of marketing efforts, and
customer service and satisfaction. Although THCR believes that the location of
the Indiana Riverboat will allow THCR to compete effectively with other casinos
in the geographic area surrounding its casino, management expects competition in
the casino gaming industry to continue to be intense in the Northwest Indiana
marketplace.
The Indiana Riverboat is seeking a competitive advantage primarily based
upon its superior location, including its proximity to, and direct access from,
Chicago, extensive parking facilities, name recognition, a superior gaming
vessel and gaming experience, and targeted marketing strategies. In addition, a
casino opened during 1994 in Windsor,
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Ontario, across the river from Detroit. In 1997, Detroit approved land-based
casino gaming with a limit of three licenses for the metropolitan area, and
selected the operators for the licenses. Two of these land-based casinos opened
for operation in 1999, and the third opened in 2000. Although management
believes that there is sufficient demand in the market to sustain the Indiana
Riverboat, there can be no assurance of that effect. Legislation has also been
approved during 1999 to expand riverboat gaming in Illinois, including
authorizing new sites in the Chicago area with which the Indiana Riverboat would
compete. Illinois legislation now permits gambling on barges and dockside gaming
and allows operators to own more than one casino in the state. There can be no
assurance that Indiana will not authorize additional gaming licenses nor can
there be any assurances that Indiana will follow suit in allowing dockside
gaming. See "-Indiana Riverboat."
Seasonality
The gaming industry in Atlantic City is seasonal, with the heaviest
activity occurring during the period from May through September. Consequently,
the Registrants' 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, the Riverboat Gambling 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, the Riverboat Gambling 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, renewed Castle Associates' license
to operate the Trump Marina through May 2003, and renewed Plaza Associates'
license to operate Trump Plaza through June 2003.
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, Taj
Associates and Castle 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."
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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.
Control Persons. An entity qualifier or intermediary or holding company,
such as Trump AC, Trump AC Holding, TACC, TCHI, 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
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 it meets 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;
-24-
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, Castle Associates, TCHI, 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.
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 Senior Note Indenture, TAC I Note Indenture, TAC II
Note Indenture, TAC III Note Indenture and the indentures pursuant to which the
Castle Senior Notes, the Castle Mortgage Notes, and the Castle PIK Notes were
issued, and the terms of the Castle Working Capital Loan, if a holder of
securities of THCR or its subsidiaries, 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.
-25-
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.
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, 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, 1999,
2000 and 2001, Plaza Associates' gross revenue tax was approximately $28.6
million, $25.8 million and $26.4 million, respectively, and its license,
investigation and other fees and assessments totaled approximately $4.1 million,
$5.1 million and $4.8 million, respectively. For the years ended December 31,
1999, 2000 and 2001, Taj Associates' gross revenue tax was approximately $40.3
million, $43.8 million and $42.6 million, respectively, and its license,
investigation and other fees and assessments totaled approximately $5.3 million,
$5.1 million and $5.5 million, respectively. For the years ended December 31,
1999, 2000 and 2001, Castle Associates' gross revenue tax was approximately
$21.8 million, $21.6 million and $21.7 million, respectively, and its license,
investigation and other fees and assessments totaled approximately $3.7 million,
$4.3 million and $4.4 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.
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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.
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, Taj Associates and Castle 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, Castle Associates, TCHI, 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 Senior Note Indenture, TAC I Notes Indenture, TAC
II Note Indenture, TAC III Note Indenture and the indentures pursuant to which
the Castle Senior Notes, the Castle Mortgage Notes, and the Castle PIK Notes
were issued, and the terms of the Castle Working Capital Loan.
Qualification of Employees. Certain employees of Plaza Associates, Taj
Associates and Castle 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 noncasino 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, Taj Associates
and Castle Associates employ extensive security and internal controls.
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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.
Indiana Gaming Regulations
Indiana Gaming Commission. The ownership and operation of riverboat gaming
operations in Indiana are subject to strict state regulation under the Riverboat
Gambling Act and the administrative rules promulgated thereunder. The IGC is
empowered to administer, regulate and enforce the system of riverboat gaming
established under the Riverboat Gambling Act and has jurisdiction and
supervision over all riverboat gaming operations in Indiana, as well as all
persons on riverboats where gaming operations are conducted. The IGC is
empowered to regulate a wide variety of gaming and non-gaming related
activities, including the licensing of suppliers to, and employees at, riverboat
gaming operations and to approve the form of ownership and financial structure
of not only riverboat owner and supplier licensees, but also their entity
qualifiers and intermediary and holding companies. The IGC has adopted certain
final rules and has published others in proposed or draft form which have
proceeded through the review and final adoption process. The IGC also has
indicated its intent to publish additional proposed rules in the future. The IGC
has broad rulemaking power, and it is impossible to predict what effect, if any,
the amendment of existing rules of the finalization of currently new rules might
have on the operations of the Indiana Riverboat or THCR. The following reflects
both adopted and proposed regulations. Further, the Indiana General Assembly has
the power to promulgate new laws and implement amendments to the Riverboat
Gambling Act, which could materially affect the operations or economic viability
of the gaming industry in Indiana.
Riverboat Owner's License. The operation of a gaming riverboat in Indiana
is subject to the Riverboat Gambling Act and the administrative rules
promulgated thereunder. In June 1996, the IGC granted Trump Indiana a riverboat
owner's license, which in June 2001 was renewed to June 2002. Although
management anticipates successfully renewing the Indiana Riverboat License, the
IGC has broad rule making power, and it is generally impossible to predict what
effect, if any, any new amendments to the existing rules might have on the
business and operations of the Indiana Riverboat.
Interim Compliance Requirements. Interim compliance requires, among other
things: (i) obtaining a permit to develop the riverboat gaming operation from
the United States Army Corps of Engineers, which permit was obtained on October
10, 1995; (ii) obtaining a valid certificate of inspection from the United
States Coast Guard for the vessel on which the riverboat gaming operation is to
be conducted; (iii) applying for and receiving the appropriate permits or
certificates from the Indiana Alcoholic Beverage Commission, Indiana Fire
Marshall, and other appropriate local, state and federal agencies which issue
permits including, but not limited to, health permits, building permits and
zoning permits; (iv) obtaining the financing necessary to complete the
development of the gaming operation; (v) posting a bond in compliance with the
applicable law; (vi) obtaining the insurance deemed necessary by the IGC; (vii)
receiving licensure for electronic gaming devices and other gaming equipment
under applicable law; (viii) submitting an emergency response plan in compliance
with applicable laws; and (ix) taking any other action that the IGC deems
necessary for compliance under Indiana gaming laws. Further, the IGC may place
restrictions, conditions or requirements on the permanent riverboat owner's
license. Trump Indiana satisfied all interim compliance requirements prior to
receiving its riverboat owner's license from the IGC. An owner's initial license
expires five years after the effective date of the license, and unless the
owner's license is terminated, expires or is revoked, the owner's license may be
renewed annually by the IGC upon satisfaction of certain conditions contained in
the Riverboat Gambling Act.
Transfer of Riverboat Owner's License. Pursuant to IGC proposed rules, an
ownership interest in a riverboat owner's license shall not be transferred
unless the transfer complies with applicable rules, and no riverboat gaming
operation may operate unless the appropriate licenses and approvals are obtained
from the IGC. Under current Indiana law, a maximum of 10 riverboat owner's
licenses may be in effect at any given time. No person or entity may
simultaneously own an interest in more than two riverboat owner's licenses. A
person or entity may simultaneously own up to 100.0% in one riverboat owner's
license and no more than 10.0% in a second riverboat owner's license.
A riverboat owner's licensee must possess a level of skill, experience, or
knowledge necessary to conduct a riverboat gaming operation that will have a
positive economic impact on the host site, as well as the entire state of
Indiana. Additional representative, but not exclusive, qualification criteria
with respect to the holder of a riverboat owner's license include character,
reputation, financial integrity, the facilities or proposed facilities for the
conduct of riverboat gaming including related non-gaming projects such as hotel
development, and the good faith affirmative action plan to recruit, train and
upgrade minorities and women in all employment classifications. The IGC shall
require persons holding riverboat owner's licenses to adopt policies concerning
the preferential hiring of residents of the city in which the riverboat docks
for riverboat jobs. The IGC has broad discretion in regard to the issuance,
renewal, revocation and suspension of licenses and approvals, and the IGC is
empowered to regulate a wide variety of gaming and non-gaming related
activities, including the licensing of suppliers to, and employees at, riverboat
gaming operations, and to approve the form of ownership and financial structure
of not only riverboat owner and supplier
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licensees, but also their subsidiaries and affiliates.
A riverboat owner's licensee or any other person may not lease,
hypothecate, borrow money against or loan money against a riverboat owner's
license. An ownership interest in a riverboat owner's license may only be
transferred in accordance with the regulations promulgated under the Riverboat
Gambling Act. An applicant for the approval of a transfer of a riverboat owner's
license must comply with application procedures prescribed by the IGC, present
evidence that it meets or possesses the standards, qualifications and other
criteria under Indiana gaming laws, that it meets all requirements for a
riverboat owner's license, and that it pay an investigative fee in the amount of
$50,000 with the application. If the IGC denies the application to transfer an
ownership interest, it shall issue notice of denial to the applicant, and,
unless specifically stated to the contrary, a notice of denial of an application
for transfer shall not constitute a finding that the applicant is not suitable
for licensure. A person who is served with notice of denial under this rule may
request an administrative hearing.
Control Persons and Operational Matters. The IGC has implemented strict
regulations with respect to the suitability of riverboat owner's licensee, their
key personnel and their employees similar to the CCC Regulations and precedent.
The IGC utilizes a "class-based" licensing structure that subjects all
individuals associated with Trump Indiana to varying degrees of background
investigations. Likewise, comprehensive security measures, including video
surveillance by both random and fixed cameras, are required in the casino and
money counting areas. Additionally, the IGC has delineated procedures for the
reconciliation of the daily revenues and tax remittance to the state as further
detailed below.
Tax. Under Indiana gaming law, a tax is imposed on admissions to gaming
excursions at a rate of three dollars ($3.00) for each person admitted to the
gaming excursion. This admission tax is imposed upon the riverboat owner's
licensee conducting the gaming excursion on a per-person basis without regard to
the actual fee paid by the person using the ticket, with the exception that no
tax shall be paid by admittees who are actual and necessary officials, employees
of the licensee or other persons actually working on the riverboat. The IGC may
suspend or revoke the license of a riverboat owner's licensee that does not
submit the payment or the tax return form regarding admission tax within the
required time established by the IGC.
A tax is imposed on the adjusted gross receipts received from gaming
authorized under the Riverboat Gambling Act at a rate of 20.0% of the amount of
the adjusted gross receipts. Adjusted gross receipts is defined as the total of
all cash and property (including checks received by a licensee), whether
collected or not, received by a licensee from gaming operations less the total
of all cash paid out as winnings to patrons including a provision for
uncollectible gaming receivables as is further set forth in the Riverboat
Gambling Act. The IGC may, from time to time, impose other fees and assessments
on riverboat owner's licensees. In addition, all use, excise and retail taxes
apply to sales aboard riverboats.
In addition to the Indiana tax requirements, a similar payment on adjusted
gross receipts is payable to the City of Gary at a rate of 4.0% pursuant to the
Development Agreement. See "Business; Indiana Riverboat; Business and Marketing
Strategy."
Restricted Contracts. Under proposed IGC rules, no riverboat owner's
licensee or riverboat license applicant may enter into or perform any contract
or transaction in which it transfers or receives consideration which is not
commercially reasonable or which does not reflect the fair market value of the
goods or services rendered or received as determined at the time the contract is
executed. Any contract entered into by a riverboat licensee or riverboat license
applicant that exceeds the total dollar amount of $50,000 shall be a written
contract. A riverboat license applicant means an applicant for a riverboat
owner's license that has been issued a certificate of suitability.
Pursuant to IGC proposed rules, riverboat licensees and riverboat license
applicants must submit an internal control procedure regarding purchasing
transactions which must contain provisions regarding ethical standards,
compliance with state and federal laws, and prohibitions on the acceptance of
gifts and gratuities by purchasing and contracting personnel from suppliers of
goods or services. The proposed rules also require any riverboat licensee or
applicant to submit any contract, transaction, or series of transactions greater
than $500,000 in any twelve-month period to the IGC within 10 days of the
execution, and to submit a summary of all contracts or transactions greater than
$50,000 in any twelve-month period on a quarterly basis. The proposed rules
provide that contracts submitted to the IGC are not submitted for approval by
the IGC, but grant the IGC authority to cancel or terminate any contract not in
compliance with Indiana law and the IGC rules.
Finance. Pursuant to IGC rules, any person (other than an institutional
investor) acquiring 5.0% or more of any class of voting securities of a publicly
traded corporation that owns a riverboat owner's license or 5.0% or more of the
beneficial interest in a riverboat licensee, directly or indirectly, through any
class of the voting securities of any holding or intermediary company of a
riverboat licensee shall apply to the IGC for a finding of suitability within 45
days after acquiring the securities. Each institutional investor who,
individually or in association with others, acquires, directly or indirectly,
5.0% or more of any class of voting securities of a publicly-traded corporation
that owns a riverboat
-29-
owner's license or 5.0% or more of the beneficial interest in a riverboat
licensee through any class of the voting securities of any holding or
intermediary company of a riverboat licensee shall notify the IGC within 10 days
after the institutional investor acquires the securities and shall provide
additional information and may be subject to a finding of suitability as
required by the IGC.
Under IGC rules, an institutional investor who would otherwise be subject
to a suitability finding shall, within 45 days after acquiring the interests,
submit the following information: (i) a description of the institutional
investor's business and a statement as to why the institutional investor
satisfies the definitional requirements of an institutional investor under
Indiana gaming rule requirements; (ii) a certification made under oath that the
voting securities were acquired and are held for investment purposes only and
were acquired and are held in the ordinary course of business as an
institutional investor; (iii) the name, address, telephone number and the social
security number or federal tax identification number of each person who has the
power to direct or control the institutional investor's exercise of its voting
rights as a holder of voting securities of the riverboat licensee; (iv) the name
of each person who beneficially owns 5.0% or more of the institutional
investor's voting securities or equivalent; (v) a list of the institutional
investor's affiliates; (vi) a list of all securities of the riverboat licensee
that are or were beneficially owned by the institutional investor or its
affiliates within the preceding one year; (vii) a disclosure of all criminal and
regulatory sanctions imposed during the preceding 10 years; (viii) a copy of any
filing made under 16 U.S.C. Section 18(a); and (ix) any other additional
information the IGC may request to insure compliance with Indiana gaming laws.
Each institutional investor who, individually or in association with
others, acquires, directly or indirectly, the beneficial ownership of 15.0% or
more of any class of voting securities of a publicly-traded corporation that
owns a riverboat owner's license or 15.0% or more of the beneficial interest in
a riverboat licensee through any class of voting securities of any holding
company or intermediary company of a riverboat licensee shall apply to the IGC
for a finding of suitability within 45 days after acquiring the securities.
The Certificate of Incorporation of THCR provides that THCR may redeem any
shares of THCR's capital stock held by any person or entity whose holding of
shares may cause the loss or nonreinstatement of a governmental license held by
THCR. As defined in THCR's Certificate of Incorporation, such redemption shall
be at the lesser of (x) the market price of the stock or (y) the price at which
the stock was purchased.
Under IGC rules, an institutional investor means any of the following: (i)
a retirement fund administered by a public agency for the exclusive benefit of
federal, state, or local public employees; (ii) an investment company registered
under the Investment Company Act of 1940, as amended; (iii) a collective
investment trust organized by banks under Part 9 of the Rules of the Comptroller
of the Currency; (iv) a closed end investment trust; (v) a chartered or licensed
life insurance company or property and casualty insurance company; (v) a
banking, chartered or licensed lending institution; (vi) an investment adviser
registered under the Investment Advisers Act of 1940, as amended; and (vi) any
other entity the IGC determines constitutes an institutional investor. The IGC
may in the future promulgate regulations with respect to the qualification of
other financial backers, mortgagees, bond holders, holders of indentures, or
other financial contributors.
Minority and Women Business Participation. Indiana gaming laws provide
that the opportunity for full minority and women's business enterprise
participation in the riverboat industry in Indiana is essential to social and
economic parity for minority and women business persons. The IGC has the power
to review compliance with the goals of participation by minority and women
business persons and impose appropriate conditions on licensees to insure that
goals for such business enterprises are met.
Under Indiana gaming laws, a riverboat licensee or a riverboat license
applicant shall designate certain minimum percentages of the value of its
contracts for goods and services to be expended with minority business
enterprises and women's business enterprises such that 10.0% of the dollar value
of the riverboat licensee's or the riverboat license applicant's contracts be
expended with minority business enterprises and 5.0% of the dollar value of the
riverboat licensee's or the riverboat license applicant's contracts be expended
with women's business enterprises. Expenditures with minority and women's
business enterprises are not mutually exclusive.
IGC Action. All licensees subject to the jurisdiction of the IGC have a
continuing duty to maintain suitability for licensure. The IGC may initiate an
investigation or disciplinary action or both against a licensee whom the
commission has reason to believe is not maintaining suitability for licensure,
is not complying with licensure conditions, and/or is not complying with Indiana
gaming laws or regulations. The IGC may suspend, revoke, restrict, or place
conditions on the license of a licensee; require the removal of a licensee or an
employee of a licensee; impose a civil penalty or take any other action deemed
necessary by the IGC to insure compliance with Indiana gaming laws.
Clean Water Regulations
Operation of the Indiana Riverboat must be in compliance with state and
federal clean water requirements, including the Federal Water Pollution Control
Act and the Oil Pollution Act of 1990, as amended (the "OPA"). The
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OPA establishes an extensive regulatory and liability regime for the protection
and cleanup of the environment from oil spills and affects all owners and
operators whose vessels operate in United States waters, which include the Great
Lakes. The OPA requires vessel owners and operators to establish and maintain
with the U.S. Coast Guard evidence of financial responsibility sufficient to
meet their potential liabilities under the OPA. U.S. Coast Guard regulations
also implement the financial responsibility requirements of the Comprehensive
Environmental Response, Compensation and Liability Act by requiring evidence of
financial responsibility in an amount of $300 per gross ton, in addition to any
required under the OPA. THCR and Trump Indiana have obtained insurance coverage
and a Certificate of Financial Responsibility as required by the OPA. However,
in the case of a catastrophic spill or a spill in a sensitive environment, there
can be no assurance that such occurrence would not result in liability in excess
of the insurance coverage.
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
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 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.
The Trump Casino Properties 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.
The Indiana Riverboat site is located near protected wetlands which
subject THCR to obligations or liabilities in connection with wetlands
mitigation or protection.
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 has been obtained for operations in
the States of New Jersey and Indiana.
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.
In addition, the Federal Merchant Marine Act of 1936 and the Federal
Shipping Act of 1916 and the applicable regulations thereunder contain
provisions designed to prevent persons who are not citizens of the United
States, as defined therein, from beneficially owning more than 25.0% of the
capital stock of any entity operating a vessel on the Great Lakes.
ITEM 2. PROPERTIES.
THCR
Administrative Offices. THCR leases office space in Trump Tower located in
midtown Manhattan for general, executive and administrative purposes pursuant to
a lease, dated November 1, 1996, as amended (the "Trump Tower Lease"), by and
between Taj Associates, as tenant, and Trump Tower Commercial LLC, as landlord
("Trump Tower Commercial"),which was assigned to THCR Holdings on August 24,
2000. Trump Tower Commercial is an affiliate of Trump. The Trump Tower Lease
terminates on August 31, 2010. The annual rent, payable in equal monthly
installments, during the three-year period from September 1, 2000 to August 31,
2003 is $64,644.25. The annual rent for the three-year period from September 1,
2003 to August 31, 2006 is $68,458.50. The annual rent during the three- year
period from September 1, 2006 to August 31, 2010 is $72,261.75. Pursuant to the
Trump Tower Lease, THCR Holdings is also obligated to pay a proportionate share
of the imposed property taxes. During the fiscal year ended
-31-
December 31, 2001, an aggregate amount of $67,275, including rent and property
taxes, was paid to Trump Tower Commercial under the Trump Tower Lease. See
"Executive Compensation; Compensation Committee Interlocks and Insider
Participation; Certain Related Party Transactions; THCR."
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. See
"Business; Recent Events"; "-Certain Indebtedness of THCR and Subsidiaries; TAC
I Notes"; "-TAC II Notes"; "-TAC III Notes" and "-Delayed Interest Payments";
"-Competition; New York State Legislation" and "Exhibits, Financial Statement
Schedules and Reports on Form 8-K."
Plaza Casino Parcel. The Trump Plaza Main Tower is located on the
Boardwalk in Atlantic City, New Jersey, next to the Boardwalk Hall. 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.
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 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 adjacent to the Trump Plaza East Tower
from an unrelated third party.
In October 2001, Time Warner Entertainment Company, L.P. ("Time Warner")
terminated its lease with Trump Plaza (the "Time Warner Plaza Lease") of 17,000
square feet of retail space with Boardwalk frontage in the Trump Plaza East
Tower it had used for a Warner Brothers store. The Time Warner Plaza Lease,
entered into by the parties in September 1993, had been for an initial term of
ten years, and required Time Warner to pay Trump Plaza an amount equal to (i)
7.5 percent (7.5%) of gross annual sales up to $15.0 million and (ii) 10 percent
(10.0%) of gross sales in excess of $15.0 million. The Time Warner Plaza Lease
also permitted Time Warner to terminate the Time Warner Plaza Lease before the
expiration of the initial ten-year term in the event that annual gross sales
were less than $5.0 million, as adjusted by the Consumer Price Index for the
Philadelphia-New Jersey area ("CPI"), for any lease year during the third
through ninth years of the initial ten-year term (the "Early Termination
Clause"). In connection with Time Warner's merger with America Online, Inc. in
January 2001 (the "AOL-Time Warner Merger"), Time Warner closed its national
chain of Warner Brothers stores, including the Warner Brothers store in Trump
Plaza, and terminated the Time Warner Plaza Lease in the third quarter of 2001
pursuant to the Early Termination Clause. Management currently intends to lease
the space previously occupied by Time Warner to a comparable retailer or
restaurant franchise.
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 provides 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
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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
those 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 (senior to the liens of the Plaza Mortgages)
having an outstanding principal balance, as of December 31, 2001, of
approximately $1.2 million and is encumbered by the Plaza Mortgages. This
facility is currently being utilized by Taj Associates.
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 (collectively, the "Taj Mortgages") and certain other liens. See
"Business; Recent Events"; "-Certain Indebtedness of THCR and Subsidiaries; TAC
I Notes"; "-TAC II Notes"; "-TAC III Notes" and "-Delayed Interest Payments";
"-Competition; New York State Legislation" and "Exhibits, Financial Statement
Schedules and Reports on Form 8-K."
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.
Taj Entertainment Complex. In connection with the Taj Acquisition in April
1996, 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 persons, which can be used as a theater, concert hall, boxing arena or
exhibition hall.
Steel Pier. Also in April 1996, Taj Associates purchased the approximate
3.6 acre pier and related property located across the Boardwalk from the Taj
Mahal (the "Steel Pier") from Taj Mahal Realty Corp., an affiliate of Trump
("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 (the "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.
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.
Themed Restaurants and Retail Shopping. In February 1996, Hard Rock Cafe
International (N.J.), Inc. ("Hard Rock") entered into a fifteen-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
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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 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 merger of Time Warner
with AOL in January 2001, AOL Time Warner closed its national chain of Warner
Brothers Studio Stores, including the Taj Warner Brothers Store and terminated
the Time Warner Taj Lease in September 2001 pursuant to the early termination
clause. Management currently intends to locate a new retail tenant for this
space.
In October 1999, Taj Mahal expanded 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, 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. 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.
Taj 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 Taj Mortgages.
Trump Marina
Castle 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 the Trump Marina and each of which is subject to the liens of the
mortgages associated with the Castle Mortgage Notes, Castle Senior Notes and the
Castle Working Capital Loan (collectively, the "Castle Mortgages"). See
"Business; Recent Events"; "-Certain Indebtedness of THCR and Subsidiaries;
Castle Associates; Castle Mortgage Notes and Castle PIK Notes" and "-Castle
Senior Notes and Castle Working Capital Loan"; "-Delayed Interest Payments";
"-Competition; New York State Legislation" and "Exhibits, Financial Statement
Schedules and Reports on Form 8-K."
The Casino Parcel. Trump Marina is located in the Marina District on an
approximately 14.7 acre triangular- shaped parcel of land, which is owned by
Castle Associates in fee, located at the intersection of Huron Avenue and
Brigantine Boulevard directly across from the marina, approximately two miles
from the Boardwalk and one-quarter mile from the H-Tract.
Trump Marina has approximately 81,200 square-feet of gaming space which
accommodates 78 table games, approximately 2,500 slot machines and a simulcast
racetrack facility. In addition to the casino, Trump Marina consists of a
27-story hotel with 728 guest rooms, including 153 suites, of which 97 are
"Crystal Tower" luxury suites. The facility also offers seven restaurants, two
clubs for the exclusive use of select patrons, a 540-seat cabaret theater, two
cocktail lounges, 40,000 square-feet of convention, ballroom and meeting space,
a swimming pool, tennis courts and a sports and health club facility. Trump
Marina also has a nine-story garage providing on-site parking for approximately
3,000 vehicles and a roof-top helipad, making Trump Marina the only Atlantic
City casino with access by land, sea and air.
In the second quarter of 2000, Trump Marina completed its slot room
expansion. This expansion project increased Trump Marina's gaming space by
approximately 6,200 square feet (an 8.2% increase) and added approximately 250
slot machines. Between 1994 and 2001, management has replaced substantially all
of Trump Marina's slot machines with newer, more popular models and upgraded its
computerized slot tracking and slot marketing system. Also, management has
increased the number of slot machines offering patrons stools on which to sit
while gaming, which
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has proven to be effective in increasing patrons' comfort and gaming
entertainment experience.
The Marina. Pursuant to an agreement with the New Jersey Division of Parks
and Forestry (the "Marina Agreement"), Castle Associates in 1987 began operating
and renovating the marina at Trump Marina, including docks containing
approximately 645 slips. An elevated pedestrian walkway connecting Trump Marina
to a two-story building at the marina was completed in 1989. Castle Associates
constructed the two-story building, which contains a 240-seat restaurant and
offices as well as a snack bar and a large nautical theme retail store. Pursuant
to the Marina Agreement and a certain lease between the State of New Jersey, as
landlord, and Castle Associates, as tenant, dated as of September 1, 1990 (the
"Marina Lease"), Castle Associates commenced leasing the marina and the
improvements thereon for an initial term of 25 years. The Marina Lease is a net
lease pursuant to which Castle Associates, in addition to the payment of annual
rent equal to the greater of (i) a certain percentage of gross revenues of
Castle Associates from operation of the marina during the lease year and (ii) an
initial minimum base rent of $300,000 annually (increasing every five years to
$500,000 in 2010), is responsible for all costs and expenses related to the
premises, including but not limited to, all maintenance and repair costs,
insurance premiums, real estate taxes, assessments and utility charges. Any
improvements made to the marina (which is owned by the State of New Jersey),
excluding the elevated pedestrian walkway, automatically become the property of
the State of New Jersey upon their completion.
The Parking Parcel. Castle Associates also owns an employee parking lot
located on Route 30, approximately two miles from Trump Marina, which can
accommodate approximately 1,000 cars.
Castle 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 Castle
Mortgages.
Indiana Riverboat
See "Business; Indiana Riverboat."
ITEM 3. LEGAL PROCEEDINGS.
General. From time to time, THCR and certain of its officers, directors,
agents and employees are subject to various legal proceedings against them in
connection with services rendered to THCR or its subsidiaries. Such persons have
vigorously defended all allegations against them and intend to continue to do so
in all pending and future proceedings, if any. In general, pursuant to the terms
of its Certificate of Incorporation, as amended, THCR has undertaken to
indemnify to the fullest extent permitted under and in accordance with the laws
of the State of Delaware such persons against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him or her in connection with such action, suit or proceeding if he
or she acted in good faith and in a manner he or she reasonably believed to be
in or not opposed to the best interests of THCR, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful. See "Business; Recent Events; SEC Investigation; Offer of
Settlement Accepted by SEC."
Castle Acquisition; Settlement Agreement Approved by the Court. As
previously reported, on October 16, 1996, certain stockholders of THCR filed
derivative actions in the United States District Court, Southern District of New
York (96 Civ. 7820), which were subsequently consolidated, against each member
of the Board of Directors of THCR, THCR Holdings, Castle Associates, TCHI, TCI,
TCI-II and Salomon Brothers, Inc. ("Salomon"). As set forth more fully in the
plaintiffs' Fourth Amended Shareholders' Derivative Complaint, the plaintiffs
claimed that certain of the defendants breached their fiduciary duties (or aided
or abetted such breaches) and engaged in wasteful and ultra vires acts in
connection with THCR's and THCR Holdings' acquisition of Castle Associates in
October 1996 (the "Castle Acquisition"), and that Salomon was negligent in the
issuance of its fairness opinion with respect to the Castle Acquisition. The
plaintiffs also alleged that various parties committed 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.
On December 10, 2001, the Court approved a settlement agreement (the
"Castle Settlement Agreement") between the parties as no stockholders objected
to the terms of such agreement. The Castle Settlement Agreement became effective
in January 2002. Pursuant to the Castle Settlement Agreement, without admitting
or denying any wrongdoing, Trump contributed to THCR Holdings one half of each
of his (i) one percent (1.0%) general partnership interest and (ii) forty-nine
percent (49.0%) limited partnership interests in Miss Universe, L.P., LLLP
("Miss Universe"). Also pursuant to the Castle Settlement Agreement, THCR
increased the number of directors on its Board of Directors from four to five
persons, and appointed Robert J. McGuire to fill the newly created vacancy, and
covenanted to nominate Mr. McGuire for election to the Board at the next annual
meeting of stockholders relating to the election of directors. In addition, THCR
covenanted that all future proposed transactions involving THCR or THCR Holdings
in which Trump has a personal interest valued over $200,000 or any transaction
between THCR and any
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officer or director having a value of at least $200,000 (other than transactions
relating to salary or other compensation paid in the ordinary course of
business), shall be reviewed by a Special Committee comprised of Mr. McGuire, so
long as Mr. McGuire shall sit on the Board, or Mr. McGuire's successor who shall
be an independent outside director, and one or more non-employee directors
(other than Trump) of THCR, which shall make findings and recommendations to the
Board with respect to such proposed transactions. At all times, the Special
Committee is required to be comprised of at least two non-employee directors and
no employee directors. In addition, plaintiffs' counsel has applied to the Court
for up to $3.0 million in legal fees and $150,000 in expenses. Such fees are
expected to be paid by THCR's director's and officer's liability insurance
carriers. See "Directors and Executive Officers of the Registrant; Management of
THCR."
Trump Indiana. Commencing in early 1994, Trump Indiana, through its
Indiana legal counsel, had discussions with eight Indiana residents regarding
(i) the potential purchase by such residents of non-voting stock of Trump
Indiana, representing a total of 7.5% of the value of Trump Indiana, and (ii)
the creation and funding of a charitable foundation for the benefit of residents
of the Gary, Indiana area. Subsequent to those discussions, however, management
determined to include Trump Indiana as a wholly-owned subsidiary of THCR
Holdings in connection with the June 1995 Offering. The residents then asserted
a right to purchase stock in Trump Indiana equal to 7.5% of the value of Trump
Indiana, and also asserted that Trump Indiana was required to contribute an
additional 7.5% of its value, represented by shares of its stock, into the
charitable foundation. Trump Indiana and THCR did not agree with the residents'
assertions and so advised them. Such residents then caused a complaint to be
filed in the United States District Court, Southern District of Indiana, against
Trump Indiana, THCR, THCR Holdings, and Trump ("the litigation"). Later, The
Trump Organization, Inc. was added as a defendant. The claims sought (i)
compensatory damages to the eight plaintiffs equal to 7.5% of the value of Trump
Indiana, (ii) funding of the charitable foundation in an amount equal to an
additional 7.5% of the value of Trump Indiana, (iii) transfer of Trump Indiana
stock to the plaintiffs and to the charitable foundation and (iv) punitive
damages in an unspecified amount. Monetary settlements later were reached
between all defendants and six of the eight plaintiffs. Thereafter, the
remaining two plaintiffs voluntarily dismissed their claims for the transfer of
ownership of stock in Trump Indiana but proceeded in the litigation with (i)
their claim for monetary damages against the defendants and (ii) a claim that a
charitable foundation be established and funded with an amount equal to 7.5% of
the value of Trump Indiana. In February 1999, these two remaining plaintiffs
voluntarily dismissed all claims against The Trump Organization, Inc., and the
court entered summary judgment against the plaintiffs and in favor of THCR and
THCR Holdings on all claims in the litigation. The case was then tried in United
States District Court, Indianapolis. On March 3, 1999, the jury assessed damages
against Trump Indiana for breach of contract in the total amount of
approximately $1.3 million and further determined that Trump Indiana had
breached a contract to create and fund a charitable foundation. The jury
assessed no damages against Mr. Trump personally. Punitive damages were not
awarded against either Trump Indiana or Trump. On December 9, 1999, the United
States District Court, sitting in equity, decided the equity claim ruling that
the plaintiffs were not entitled to the equitable relief sought and that Trump
Indiana had met its obligation by establishing and funding another charitable
foundation for the benefit of the residents of the City of Gary. Plaintiffs have
appealed the ruling in equity in favor of Trump Indiana and Trump Indiana has
appealed the jury verdict in favor of plaintiffs. These appeals are currently
pending in the United States Seventh Circuit Court of Appeals.
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, Taj Associates, Castle Associates and
Trump Indiana may be involved in routine administrative proceedings involving
alleged violations of certain provisions of the Casino Control Act and the
Riverboat Gambling Act, as the case may be. 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, Taj Associates, Castle Associates or Trump Indiana to otherwise
retain or renew any casino or other licenses required under the Casino Control
Act or the Indiana Riverboat Act, as the case may be, for the operation of Trump
Plaza, the Taj Mahal, Trump Marina and the Indiana Riverboat, respectively,
although no assurances can be given.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matters were submitted by THCR to its security holders for a vote
during the fourth quarter of 2001.
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PART II
ITEM 5. MARKET FOR REGISTRANTS' COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.
THCR. The Common Stock of THCR is listed on the NYSE under the symbol
"DJT." The initial public offering price of THCR's Common Stock was $14.00 per
share on June 7, 1995. The following table reflects the high and low sales
prices, rounded to the nearest penny, of THCR's Common Stock as reported by the
NYSE for each quarter of the two most recent fiscal years and subsequent interim
period.
High Low
---- ---
2000
----
First Quarter...................................... $4.00 $2.93
Second Quarter..................................... $3.43 $2.06
Third Quarter...................................... $3.12 $2.43
Fourth Quarter..................................... $3.06 $1.75
2001
----
First Quarter...................................... $3.13 $1.81
Second Quarter..................................... $2.35 $1.95
Third Quarter...................................... $2.08 $1.50
Fourth Quarter..................................... $1.65 $0.83
2002
----
First Quarter (through March 14, 2002)............. $2.30 $1.13
As of March 15, 2002, there were 1,110 holders of record of THCR's Common
Stock.
Trump is the sole beneficial owner of all 1,000 outstanding shares of
THCR's Class B common stock, par value $.01 per share (the "Class B Common
Stock"). No established trading market exists for THCR's Class B Common Stock,
and Trump has been the beneficial owner of all THCR's Class B Common Stock since
its issuance. THCR's Class B Common Stock has no right to receive any dividend
or other distribution (other than certain distributions upon liquidation) with
respect to the equity of THCR.
THCR has never paid a dividend on the Common Stock and does not anticipate
paying one in the foreseeable future. The payment of any future dividends will
be at the discretion of the THCR Board of Directors and will depend upon, among
other things, THCR's financial condition and capital needs, legal restrictions
on the payment of dividends, contractual restrictions in financing agreements
and on other factors deemed pertinent by the THCR Board of Directors. It is the
current policy of the THCR Board of Directors to retain earnings, if any, for
use in THCR's subsidiaries' operations (except as set forth in the THCR Holdings
Partnership Agreement). In addition, the TAC I Note Indenture, the TAC II Note
Indenture, the TAC III Note Indenture, the Senior Note Indenture and the
indenture agreements governing the Castle Notes and the terms of the Castle
Working Capital Loan each contain certain covenants, including, without
limitation, limiting the payment of dividends and THCR's ability to obtain funds
from THCR Holdings with which to pay dividends. Pursuant to these indentures,
there are restrictions on the payment of dividends unless, among other things,
(i) no Default or Event of Default (as defined) has occurred and is continuing
under the indenture, (ii) certain entities meet certain consolidated financial
ratios and (iii) the total amount of the dividends does not exceed certain
amounts specified in the indentures. See "Business; Certain Indebtedness of THCR
and Subsidiaries."
The Board of Directors of THCR authorized THCR Holdings to repurchase,
from time to time, up to an aggregate of 2.5 million shares of THCR's Common
Stock either in the open market or through privately negotiated transactions
-37-
(the "Repurchase Program"). The Repurchase Program expired on January 1, 2001
and as of such date, THCR Holdings repurchased an aggregate of 2,196,729 shares
of THCR's Common Stock.
THCR Holdings. THCR Holdings is a limited partnership of which THCR is
currently a 59.87743% general partner. Trump is currently a 27.06457% limited
partner. THCR/LP Corporation, formerly named TM/GP Corporation ("THCR/LP"), is
currently a 3.55096% limited partner. Trump Casinos, Inc., formerly named Trump
Taj Mahal, Inc. and of which Mr. Trump owns 100.0% ("TCI"), is currently a
3.69695% limited partner, and Trump Casinos II, Inc. formerly named TC/GP, Inc.
and of which Mr. Trump owns 100.0% ("TCI-II"), is currently a 5.81009% limited
partner. There currently is no established trading market for the equity
interests of THCR Holdings.
THCR Funding. THCR Holdings owns 100.0% of the outstanding shares of THCR
Funding's common stock. There currently is no established trading market for
THCR Funding's common stock. The Senior Note Indenture restricts the ability of
THCR Funding to declare or pay dividends.
ITEM 6. SELECTED FINANCIAL DATA.
The following table sets forth certain historical consolidated financial
information of THCR for the years ended December 31, 1997, 1998, 1999, 2000 and
2001. All financial information should be read in conjunction with "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
the consolidated financial statements and the related notes thereto included
elsewhere in this Form 10-K.
Year Ended Year Ended Year Ended Year Ended Year Ended
December 31, December 31, December 31, December 31, December 31,
1997 1998 1999 2000 2001
----------- ----------- ----------- ----------- -----------
(in thousands, except per share data)
Statement of Operations Data:
Revenues:
Gaming ............................. $ 1,281,374 $ 1,288,394 $ 1,275,829 $ 1,245,014 $ 1,239,530
Other (a) .......................... 298,950 285,277 300,054 258,659 250,763
----------- ----------- ----------- ----------- -----------
Gross Revenues ..................... 1,580,324 1,573,671 1,575,883 1,503,673 1,490,293
Less: Promotional Allowances (b) ........ 351,340 301,752 302,925 289,906 286,904
----------- ----------- ----------- ----------- -----------
Net Revenues ....................... 1,228,984 1,271,919 1,272,958 1,213,767 1,203,389
----------- ----------- ----------- ----------- -----------
Costs and Expenses:
Gaming (b) ......................... 639,940 674,736 670,350 632,406 615,843
Other .............................. 81,033 82,971 88,256 78,172 75,229
General and administrative ......... 275,717 274,770 292,288 282,194 258,953
Depreciation and amortization ...... 89,094 83,722 83,323 77,231 73,870
Pre-opening ........................ -- 747 -- -- --
Trump World's Fair closing costs (c) -- -- 123,959 814 --
----------- ----------- ----------- ----------- -----------
Total costs and expenses . 1,085,784 1,116,946 1,258,176 1,070,817 1,023,895
----------- ----------- ----------- ----------- -----------
Income from operations .................. 143,200 154,973 14,782 142,950 179,494
Interest expense, net ................... (205,008) (213,507) (215,566) (212,890) (216,861)
Other non-operating (expense) income (d) (1,028) (1,093) (1,501) (653) 270
Loss in joint venture ................... (3,478) (2,969) (3,008) (3,134) (2,808)
Extraordinary gain (e) .................. -- -- -- 9,453 --
Minority interest (f) ................... 24,186 22,878 75,076 26,962 14,593
Cumulative effect of change in
Accounting principle ............... -- -- (3,565) -- --
----------- ----------- ----------- ----------- -----------
-38-
Year Ended Year Ended Year Ended Year Ended Year Ended
December 31, December 31, December 31, December 31, December 31,
1997 1998 1999 2000 2001
----------- ----------- ------------ ----------- -----------
(in thousands, except per share data)
Net loss ............................. $ (42,128) $ (39,718) $ (133,782) $ (37,312) $ (25,312)
============ ============ ============ ============ ============
Basic loss per common share (g) ...... $ (1.85) (1.79) (6.03) (1.69) $ (1.15)
============ ============ ============ ============ ============
Average Shares Outstanding ........... 22,794,921 22,203,612 22,178,878 22,041,048 22,010,027
============ ============ ============ ============ ============
Balance Sheet Data (at end of period):
Cash and cash equivalents ............ $ 140,328 $ 114,757 $ 104,026 $ 95,429 $ 119,173
Property and equipment, net .......... 2,004,751 1,977,609 1,860,596 1,815,068 1,797,487
Total assets ......................... 2,473,309 2,429,578 2,267,242 2,199,313 2,219,666
Total long-term debt, net of current
maturities ...................... 1,817,569 1,838,492 1,855,327 1,827,023 1,881,636
Minority interest .................... 148,418 125,540 48,409 26,897 12,304
Total capital ........................ 328,885 286,908 152,664 115,149 89,463
----------
(a) On September 15, 1999, an agreement was reached between Taj
Associates, All Star Cafe' 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 property,
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.
(b) Includes, for all years presented, reclassification of certain
amounts in accordance with EITF 00-22 and EITF 01-09.
(c) On October 4, 1999, THCR closed Trump World's Fair. The estimated
cost of closing Trump World's Fair was approximately $124.0 million,
including $97.2 million for the writedown of the net book value of
the assets and $26.7 million of costs incurred in connection with
the closing and demolition of the building. For the year ended
December 31, 2000, an additional $.8 million was charged to
operations.
(d) Other non-operating expense for the years ended December 31, 1997,
1998, 1999 and 2000 includes $1.03 million, $0.7 million, $1.5
million and $0.2 million, respectively, of costs associated with
certain litigation.
(e) The extraordinary gain for the year ended December 31, 2000 relates
to the repurchase by THCR Enterprises of $35.5 million of THCR
Holdings Senior Notes, net of the writedown of unamortized loan
costs and minority interest.
(f) Minority interest represents the approximate 37% interest held by
Trump. THCR expects that the remaining $12.3 million in minority
interest may be offset by operating losses in fiscal 2002.
Thereafter, operating losses of THCR will no longer be reduced by
the minority interest.
(g) Basic loss per share has been calculated for all periods presented
in accordance with Statement of Financial Accounting Standards Board
No. 128 "Earnings per Share." Earnings per share is based upon
average shares outstanding, shares and phantom stock units awarded
to the Chief Executive Officer of THCR under the 1995 Stock Plan (as
defined) and common stock equivalents, if dilutive. Earnings per
share represents net loss divided by such amounts. The shares of
THCR's Class B Common Stock owned by Trump have no economic interest
and, therefore, are not considered.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
In this section, the words "Company," "we," "our," "ours," and "us" refer
to Trump Hotels & Casino Resorts, Inc. ("THCR") and its wholly-owned subsidiary,
Trump Hotels & Casino Resorts Holdings, L.P. ("THCR Holdings") and its
wholly-owned subsidiaries, unless otherwise noted. We, through one or more
wholly-owned subsidiaries, own and operate four casinos. Three of the four
casinos are located in Atlantic City, New Jersey: (i) the Trump Plaza Hotel &
Casino ("Trump Plaza"), (ii) the Trump Taj Mahal Casino Resort (the "Taj Mahal")
and (iii) the Trump Marina Hotel Casino ("Trump Marina," and together with the
Trump Plaza and the Taj Mahal, the "Trump Atlantic City Properties"). The fourth
is a riverboat casino docked in Buffington Harbor on Lake Michigan in Indiana
(the "Indiana
-39-
Riverboat," and together with the Trump Atlantic City Properties, the "Trump
Casino Properties"). Terms not defined in this section shall have the meanings
ascribed to them elsewhere in this Annual Report on Form 10-K.
This section contains forward-looking statements that involve risks and
uncertainties, many of which are beyond the ability of the Company to control or
predict. The Company's actual results may differ substantially from the results
discussed in the forward-looking statements. The following discussion should be
read in conjunction with the Consolidated Financial Statements of the Company
and the related notes thereto.
General
The Company Wants to Refinance or Modify Its Public Debt and Increase
Capital Expenditures to Compete Effectively.
The Company has substantial indebtedness. At December 31, 2001, the
Company's long-term debt was approximately $1.9 billion and its ratio of debt to
capital was 21.3 to 1. Interest expense as a percentage of net revenues was
17.5%, 18.1% and 18.3% for the fiscal years ended December 31, 1999, 2000 and
2001, respectively.
As previously announced, the Company is seeking to refinance or modify the
terms of THCR's and its subsidiaries' public debt issues. Management believes
that, based upon its current cash flow forecasts for 2002, THCR and its
subsidiaries will have sufficient cash flows to meet their respective debt
service and operating expense requirements throughout 2002.
The primary reason to refinance or modify THCR's and its subsidiaries'
public debt issues is to reduce the high levels of interest expense associated
with such indebtedness in order to devote more resources to capital expenditures
at the Trump Atlantic City Properties. Capital expenditures, such as room
refurbishments, amenity upgrades and new gaming equipment, are necessary to
preserve the competitiveness of the Trump Casino Properties. The Atlantic City
market is very competitive. Although the Company was able to reduce its
corporate expenses in 2001 and increase consolidated EBITDA by approximately
$19.5 million on slightly declining net revenues, there is a limit as to how
much further corporate expenses can be reduced and uncertainty as to whether
recent levels of expense reduction can be maintained. Management believes that
the Company must reduce its interest expense substantially and defer the
maturity of principal in order to provide for capital expenditures that it
believes are necessary to compete effectively in the short and long-term. To
this end, management believes that it is preferable to address the Trump
Atlantic City Properties' current and anticipated capital resource needs before
any liquidity problems become acute.
If refinancing or modifying the public debt issues, or certain of them,
cannot be accomplished, THCR and its subsidiaries will consider other options.
There can be no assurances, however, that any of such alternatives could be
successfully completed. See "Business; Competition."
The following public debt issues of THCR and its subsidiaries are
affected: (i) THCR Holdings' and THCR Funding's 15-1/2% Senior Secured Notes due
2005 (the "Senior Notes"); (ii) each of Trump AC's and (A) Trump AC Funding's,
(B) Funding II's, and (C) Funding III's 11-1/4% Mortgage Notes due 2006
(collectively, the "TAC Notes"); (iii) Castle Associates' and Castle Funding's
10-1/4% Senior Notes due 2003 (the "Castle Senior Notes"); (iv) Castle
Associates' and Castle Funding's 11-3/4% Mortgage Notes due 2003 (the "Castle
Mortgage Notes") and (v) TCHI's 10-1/4% Senior Notes due 2003 (the "Castle
Working Capital Loan"). See "Business; Certain Indebtedness of THCR and
Subsidiaries."
THCR has retained financial advisors to provide financial advisory
services to THCR and its subsidiaries in connection with these matters. We have
had discussions with a committee comprised of certain holders of the TAC Notes
(the "TAC Notes Committee"). During such discussions, we apprised the TAC Notes
Committee of our desire to reduce our interest expense and increase capital
expenditures in order to compete effectively in an increasingly competitive
market place. In particular, we suggested modifying the TAC Notes by lowering
the interest rate thereon and extending the maturity date thereof. Modification
of certain covenant restrictions was also suggested. This type of transaction
would reduce interest expense and hopefully allow THCR to finance a capital
improvements program, including the possible construction of additional hotel
rooms at certain of its Atlantic City properties. Discussions to date with the
TAC Notes Committee have not resulted in a transaction. If a proposal for the
TAC Notes is ultimately agreed upon with the TAC Notes Committee, it would
likely require various consents and approvals, including the consent of the
holders of TAC Notes.
In connection with discussions with the TAC Notes Committee, certain
members thereof were provided with confidential information concerning THCR and
certain of its subsidiaries, which is summarized in the preceding paragraph.
We recently met with representatives of certain holders of the Castle
Mortgage Notes to discuss preliminary matters concerning a possible transaction
involving the Castle Mortgage Notes.
If a proposal is ultimately agreed upon with any other bondholder
committee or group, it would also likely require various consents and approvals,
including the consent of other holders of the public debt affected. There are no
assurances as to any of the following:
. That any proposal will be agreed upon with any committee or group of
bondholders;
-40-
. That any proposal that is agreed upon with any committee or group of
bondholders will be approved by other holders of public debt, or
that a proposal will be consummated as proposed;
. That any transaction that is consummated will not adversely affect
the holders of our various debt securities or THCR's Common Stock;
. That any transaction, if agreed to, will be completed by a specific
date and time, if at all; or
. That any transaction, if agreed to, will be approved by the New
Jersey Casino Control Commission and the Indiana Gaming Commission.
The ability of THCR Holdings to pay interest on and principal of the
Senior Notes ($109.5 million principal amount publicly held) and the ability of
its subsidiaries to service the debt on which they are obligated, which includes
an additional $1.6 billion of public debt, depends primarily on the ability of
the Trump Casino Properties to generate cash from operations sufficient for such
purposes. In the case of principal payments at maturity, the ability to
refinance such indebtedness is also important. The Trump Atlantic City
Properties themselves have substantial indebtedness and debt service
requirements. See "Business; Certain Indebtedness of THCR and Subsidiaries." The
future operating performance of the Trump Casino Properties is subject to
general economic conditions, industry conditions, including competition and
regulatory matters, and numerous other factors, many of which are unforeseeable
or are beyond the control of the Trump Casino Properties. There can be no
assurance that the future operating performance of the Trump Casino Properties
will be sufficient to generate the cash flows required to meet the debt service
obligations of the Trump Casino Properties or THCR Holdings. The ability of the
Trump Casino Properties and THCR Holdings to pay the principal amount of their
public debt at maturity (whether scheduled or by acceleration thereof) is
primarily dependent upon their ability to obtain refinancing. There is also no
assurance 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 or to the Company will be conducive to refinancing debt at any given
time.
The ability of the Trump Casino Properties to distribute funds to THCR
Holdings for purposes of THCR Holdings making interest payments on the Senior
Notes is also limited by various covenants that bind such companies, including
financial ratios that require certain levels of cash flow be achieved as a
condition to the distribution of funds to THCR Holdings. Under such
restrictions, there can be no assurances that THCR Holdings will be provided
with funds from its subsidiaries sufficient to pay interest on the Senior Notes
if operating results were to deteriorate.
We Do Not Know How the Borgata, When Opened, Will Affect Us.
In September 2000, Boyd Gaming and MGM Mirage commenced their joint
development of a 25-acre site located in the Marina District of Atlantic City
for the construction of the "Borgata," a proposed Tuscan-style casino expected
to feature a 40-story tower with 2,010 rooms and suites, as well as a 135,000
square-foot casino, restaurants, retail shops, a spa and pool, and entertainment
venues. Construction of the Borgata is scheduled to be completed by the
mid-Summer of 2003, and is estimated to cost approximately $1.0 billion. The
Borgata could have a material adverse effect on the business and operations of
the Trump Atlantic City Properties, especially on the nearby Trump Marina. This
potential adverse effect could include deteriorating net revenues caused by a
loss of gaming patrons.
New York Has Enacted Gaming Legislation Which May Harm Our Trump Atlantic
City Properties and Other States May Do So In The Future.
In October 2001, the New York State legislature passed extensive
legislation that could adversely affect the Company. The legislation permits
three new casinos in western New York, one in Niagara Falls, one in Buffalo and
one on land owned by the Seneca Indian Nation, all of which would be owned by
the Seneca Indian Nation. It is possible that the Niagara Falls and Buffalo
casinos could be open within a year. The legislation also permits up to three
casinos in the Catskills in Ulster and Sullivan counties, also to be owned by
Native American tribes, which could open as early as mid-2005. In addition, slot
machines would be allowed to be placed in Indian-owned casinos. Video lottery
terminals would be installed at five horse racing tracks across the State of New
York and, if local governments approve, at certain other tracks. Finally, the
law provides for New York joining the Powerball lottery that operates in 26
states with large jackpots. The net affect of these facilities and other items,
when operational, on Atlantic City cannot be predicted. The Company believes,
however, that a substantial amount of existing and potential new gaming
customers could patronize such facilities instead of Atlantic City, at least
occasionally. On January 29, 2002, a lawsuit was commenced contesting the above
legislation package on the grounds that certain of its provisions were adopted
in violation of the State's constitution. The likely outcome of this lawsuit
cannot be ascertained at this time.
We also believe that Pennsylvania, Virginia and Delaware are among the
other states currently contemplating some form of gaming legislation. Since our
market is primarily a drive-to market, legalized gambling in one or more
-41-
states neighboring or within close proximity to New Jersey could have a material
adverse affect on the Atlantic City gaming industry overall, including THCR and
the Trump Atlantic City Properties.
Our Business is Subject to a Variety of Other Risks and Uncertainties.
As noted elsewhere, our financial condition and results of operations could
be affected by many events that are beyond our control, such as (i) capital
market conditions which could affect our ability to raise capital or pursue
other alternatives, (ii) future acts of terrorism and their impact on capital
markets and on consumer behavior, (iii) competition from existing and potential
new competitors in Atlantic City and other nearby markets, which is likely to
increase over the next five years, (iv) possible increases in gasoline prices
which could discourage auto travel to Atlantic City, and (v) adverse weather
conditions. Good weather is particularly important to the relative performance
of our Atlantic City Properties in the winter months and our improved
performance in the fourth quarter of 2001 is partially attributable to mild
weather conditions in the Northeast during such period, as well as to expense
reduction. Also, insurance related costs, limitations, deductibles and
availability are expected to be adversely affected in the wake of the September
11, 2001 terrorist attacks. As noted below, there is no assurance that we will
be able to continue to reduce or contain costs in the future. See "Business;
Competition."
Critical Accounting Policies
The preparation of our financial statements in conformity with
generally accepted accounting principles in the United States requires us to
make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Our estimates, judgments and assumptions are
continually evaluated based on available information and experience. Because of
the use of estimates inherent in the financial reporting process, actual results
could differ from those estimates.
Certain of our accounting policies require higher degrees of judgment
than others in their application. See "Notes to Consolidated Financial
Statements" for a discussion of our significant accounting policies.
Recent Accounting Pronouncements
In January 2001, the Emerging Issues Task Force ("EITF") reached a
consensus on certain issues within Issue No. 00-22, "Accounting for Points' and
Certain Other Time Based or Volume-Based Sales Incentive Offers, and Offers for
Free Products or Services to Be Delivered in the Future" ("EITF 00-22").
Application of EITF 00-22 is required for interim and annual periods ending
after February 15, 2001. EITF 00-22 requires volume-based cash rebates to be
classified as a reduction of revenue. Accordingly, such rebates of $138,235,000,
$137,606,000 and $136,902,000 in 1999, 2000 and 2001, respectively, have been
classified as promotional allowances. THCR previously classified these
expenditures as a gaming expense. Prior period amounts have been reclassified to
conform with the current presentation.
In July 2001, the FASB issued Statement No. 141 "Business Combinations"
("SFAS 141") and Statement No. 142 "Goodwill and Other Intangible Assets" ("SFAS
142"). SFAS 141 is effective as follows: a) use of the pooling-of-interest
method is prohibited for business combinations initiated after June 30, 2001;
and b) the provisions of SFAS 141 also apply to all business combinations
accounted for by the purchase method that are completed after June 30, 2001.
SFAS 142 is effective for fiscal years beginning after December 15, 2001 and
applies to all goodwill and other intangible assets recognized in an entity's
statement of financial position at that date, regardless of when those assets
were initially recognized. THCR does not believe that the provisions of SFAS 141
and SFAS 142 will have a material effect on THCR's financial position or results
of operations.
Also in July 2001, the FASB issued SFAS No. 143, "Accounting for Asset
Retirement Obligations". This standard addresses the financial accounting and
reporting for obligations associated with the retirement of tangible long-lived
assets and the associated asset retirement costs. The standard is effective for
fiscal years beginning after June 15, 2002. THCR's management does not expect
the adoption of SFAS No. 143 to have a material impact on THCR's financial
results.
In August 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment of Disposal of Long-Lived Assets". This standard addresses financial
accounting and reporting for the impairment or disposal of long-lived assets.
The standard is effective for fiscal years beginning after June 15, 2002. THCR's
management does not expect the adoption of SFAS No. 144 to have a material
impact on THCR's financial results.
In November 2001, the EITF reached a consensus on Issue No. 01-09,
"Accounting for Consideration Given by a Vendor to a Customer (Including a
Reseller of the Vendor's Products)" ("EITF 01-09"). For a sales incentive
offered voluntarily by a vendor to its patrons, EITF 01-09 requires the vendor
to recognize the cost of the sales incentive at the later of the date at which
the related revenue is recorded by the vendor, or the date at which the sales
incentive is offered. Accordingly, at December 31, 2001, THCR has accrued for
the expected cost of certain cash incentives offered to casino patrons based on
their past levels of play. Application of EITF 01-09 is required in annual or
interim financial statements for periods beginning after December 15, 2001. THCR
elected to adopt EITF 01-09 in the quarter ended December 31, 2001. The adoption
of EITF 01-09 did not have a material impact on THCR's financial results.
Financial Condition
Liquidity and Capital Resources
Cash flows from operating activities of the Trump Casino Properties are
the Company's sole source of liquidity. The Company's ability to borrow funds
for its liquidity needs is severely restricted by covenants in the various
indentures governing its public debt issues and by its already high levels of
indebtedness. Sources of the Company's short-term and long-term liquidity
include primarily: (i) table win, (ii) slot win, (iii) room occupancy, (iv) food
and beverage sales and (v) miscellaneous items, less promotional expenses.
Although we expect the Company to have sufficient liquidity from the operating
activities of the Trump Casino Properties to meet its short-term obligations,
there can be no assurances in this regard. A variety of factors, including a
decrease or change in the demand for our services, could have a material adverse
effect on our liquidity.
The Trump Atlantic City Properties compete with other Atlantic City
casino/hotels on the basis of the quality of their guests' experience. We seek
to provide high-quality service and amenities and a first class casino gaming
experience. In a competitive marketplace like Atlantic City, the ability to
offer a high-quality casino gaming experience is largely dependant upon the
attractiveness of a casino/hotel and on the extent and quality of its
facilities.
Because the Company has substantial indebtedness and related interest
expense, its capital expenditures have been limited. Moreover, the Company has
not been able to pursue various capital expansion plans, such as the addition of
more hotel rooms, that the Company believes are needed to compete effectively.
See "Business; Recent Events"; " --Competition" and "--Certain Indebtedness of
THCR and Subsidiaries."
TRUMP HOTELS & CASINO RESORTS
CONSOLIDATING CAPITAL EXPENDITURES
(IN THOUSANDS)
TAJ PLAZA TRUMP AC TRUMP TRUMP THCR THCR
ASSOCIATES* ASSOCIATES CONSOL. MARINA INDIANA HOLDINGS CONSOL.
---------- ---------- ------- ------ ------- -------- -------
FOR THE YEAR ENDED
DECEMBER 31, 2000
Purchase of Property & Equipment $10,793 $4,332 $15,125 $5,114 $ 365 $138 $20,742
Capital Lease Additions ........ 3,285 874 4,159 1,383 2,773 -- 8,315
------- ------ ------- ------ ------ ---- -------
Total Capital Expenditures ..... $14,078 $5,206 $19,284 $6,497 $3,138 $138 $29,057
======= ====== ======= ====== ====== ==== =======
FOR THE YEAR ENDED
DECEMBER 31, 2001
Purchase of Property & Equipment $ 5,758 $2,006 $ 7,764 $3,979 $2,984 $127 $14,854
Capital Lease Additions ........ 6,460 6,620 13,080 5,340 2,026 -- 20,446
------- ------ ------- ------ ------ ---- -------
Total Capital Expenditures ..... $12,218 $8,626 $20,844 $9,319 $5,010 $127 $35,300
======= ====== ======= ====== ====== ==== =======
------------------
* Includes Trump Administration. See "Business; General; Casino Services
Agreement; Trump Administration."
-42-
Capital lease additions for Trump AC were principally slot machines.
Castle Associates' capital expenditures consisted principally of purchases of
slot machines, hotel room renovations and ongoing property enhancements.
Approximately $14.2 million costs of hotel construction and other infrastructure
improvements at Trump Indiana were applied towards satisfying the economic
development commitment required in connection with the Indiana licensing
process. In September 2000, THCR along with and affiliate of Barden ("Barden"),
the other riverboat licensee and joint owner with Trump Indiana of Buffington
Harbor Riverboats, L.L.C. ("BHR") formed a joint venture, Buffington Harbor
Parking Associates ("BHPA"), for the purpose of constructing and operating a
parking garage.
Summary of the Company's Public Indebtedness
Senior Notes. THCR Holdings' debt consists of the Senior Notes. The Senior
Notes bear interest at the rate of 15- 1/2% per annum, payable on June 15th and
December 15th of each year, and mature on June 15, 2005. The Senior Notes are
redeemable, in whole or in part, at any time upon not less than 30 but not more
than 60 days notice. For the twelve- month period ending June 15, 2002, the
redemption price is 105.167% of the outstanding principal amount, plus accrued
interest. For the twelve-month period ending June 15, 2003, the redemption price
decreases to 102.583% of the outstanding principal amount, plus accrued
interest. If any of the Senior Notes are redeemed on or after June 15, 2003, the
redemption price is 100.0% of the outstanding principal amount, plus accrued
interest. As of December 31, 2001, $109.5 million in principal amount of the
Senior Notes were outstanding and publicly held.
The Senior Notes are secured by (A) all of the capital stock, general
partnership interests or membership interests, as the case may be, of: (i) Plaza
Associates, (ii) Taj Associates, (iii) Plaza Funding, (iv) TACC, (v) Trump AC
Funding, (vi) Trump AC, (vii) Trump AC Holding, (viii) Trump Indiana, (ix) THCR
Funding, (x) Castle Associates, (xi) TCHI and (xii) other equity interests
issued from time to time by THCR Holdings or any of its Subsidiaries (as defined
in the Senior Note Indenture), (B) the Castle PIK Notes held by THCR Holdings
and (C) promissory notes issued by THCR Holdings or any of its Subsidiaries,
excluding Unrestricted Subsidiaries (as defined in the Senior Note Indenture),
directly owned or acquired, from time to time, by THCR Holdings; and (D) certain
proceeds received, receivable or otherwise distributed, from time to time, with
respect to the assets described in clause (A) above (collectively, the "Senior
Note Collateral"). The security interests in the Senior Note Collateral are
first priority security interests and are exclusive. Any equity interests in the
subsidiaries of THCR Holdings which are acquired by THCR Holdings will be
assigned and pledged to the Trustee, and the security interests granted in such
equity interests are, and are to remain, exclusive, first priority security
interests.
The Senior Note Indenture restricts the ability of THCR Holdings and its
subsidiaries to make distributions to partners, including THCR, or pay
dividends, as the case may be, upon the occurrence of a Default or Event of
Default (as those terms are defined in the Senior Note Indenture) under the
Senior Note Indenture and unless certain financial ratios are achieved. In light
of the rapidly changing competitive environment facing the Trump Atlantic City
Properties, including the three casinos which are permitted to be built in the
Catskill region of New York State pursuant to the State's recently approved
gaming package and the expected opening of the Borgata in Atlantic City's Marina
District in the mid-Summer of 2003, THCR's future operating results may be
highly volatile and could decline or fluctuate significantly.
The Senior Notes are obligations of a holding company. As such, they are
effectively subordinated to all indebtedness and other liabilities of its
subsidiaries, including the Trump Casino Properties.
TAC Notes. Trump AC's debt consists primarily of the (i) TAC I Notes, (ii)
TAC II Notes and (iii) TAC III Notes (collectively, the "TAC Notes").
The TAC Notes bear interest at the rate of 11-1/4% per annum, payable on
May 1st and November 1st of each year, and mature on May 1, 2006. The TAC Notes
are redeemable 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
prior to May 1, 2002, the redemption price is 105.625% of the outstanding
principal amount, plus accrued interest. For the twelve-month period commencing
on May 1, 2002, the redemption price decreases to 103.75% of the outstanding
principal amount, plus accrued interest. 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 interest. If any of the TAC Notes are
redeemed on or after May 1, 2004, the redemption price is 100.0% of the
outstanding principal amount of the TAC Notes redeemed, plus accrued interest.
As of December 31, 2001, principal amounts of $1.2 billion, $75.0 million
and $25.0 million of the TAC I Notes, TAC II Notes and TAC III Notes,
respectively, were outstanding.
The TAC 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 Notes are subordinate to liens securing
approximately $1.2 million of senior indebtedness. The obligations evidenced by
the TAC 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).
-43-
Castle Associates. Castle Associates' debt consists primarily of the (i)
Castle Mortgage Notes, (ii) Castle PIK Notes, (iii) Castle Senior Notes and (iv)
the Castle Working Capital Loan.
Castle Mortgage Notes. The Castle Mortgage Notes bear interest at the rate
of 11-3/4% per annum, payable in cash on May 15th and November 15th of each
year, and mature on November 15, 2003. The Castle Mortgage Notes are currently
redeemable by Castle Funding at the rate of 100.0% of the outstanding principal
amount and accrued interest, and are secured by a promissory note of Castle
Associates to Castle Funding (the "Partnership Note") in an amount necessary to
service the Castle Mortgage Notes. The Partnership Note is secured by a mortgage
on Trump Marina and substantially all of the assets of Castle Associates and has
been assigned by Castle Funding to the Trustee to secure repayment of the Castle
Mortgage Notes. Castle Associates has also guaranteed (the "Castle Associates
Guaranty") the payment of the Castle Mortgage Notes, which Guaranty is secured
by a mortgage on Trump Marina. Castle Associates Note and the Castle Associates
Guaranty are expressly subordinated to the indebtedness evidenced by the Castle
Senior Notes and the Castle Working Capital Loan, and the liens on the mortgages
securing the Partnership Note and the Castle Associates Guaranty are subordinate
to the liens securing the Castle Senior Notes and Castle Working Capital Loan.
As of December 31, 2001, $242.1 million principal amount of the Castle Mortgage
Notes was outstanding.
Castle PIK Notes. The Castle PIK Notes bear interest at the rate of
13-7/8% per annum, payable semiannually at Castle Funding's option in whole or
in part in cash and through the issuance of additional PIK Notes through
November 15, 2003. After November 15, 2003, interest on the PIK Notes is payable
only in cash. The PIK Notes mature on November 15, 2005 and are redeemable at
Castle Funding's option at 100.0% of the outstanding principal amount and
accrued interest. Under certain circumstances, a specified percentage is
required to be redeemed from the proceeds of any equity offering of Castle
Associates. Interest payments of $13.3 million, $15.2 million and $17.4 million
were made in the fiscal years ended December 31, 1999, 2000 and 2001,
respectively, through the issuance of additional PIK Notes. THCR Holdings owns
approximately 90.0% of the outstanding PIK Notes. As of December 31, 2001,
$138.3 million principal amount of the Castle PIK Notes was outstanding.
The terms of the Castle Mortgage Notes and the Castle PIK Notes include
limitations on the amounts of additional indebtedness Castle Associates may
incur, distributions, investments and other business activities of Castle
Associates.
Castle Senior Notes. The Castle Senior Notes bear interest at the rate of
10-1/4% per annum, payable semiannually each April 30th and October 30th. The
Castle Senior Notes mature on April 30, 2003 and have a priority mortgage lien
senior to the lien securing the Castle Mortgage Notes and are further secured by
substantially all of Castle Associates' assets. The Castle Senior Notes are
guaranteed by Castle Associates. As of December 31, 2001, a principal amount of
$62.0 million of the Castle Senior Notes was outstanding.
Castle Working Capital Loan. The Castle Working Capital Loan bears
interest at the rate of 10-1/4% per annum, payable semiannually each April 30th
and October 30th. The Castle Working Capital Loan matures on April 30, 2003. The
Castle Working Capital Loan is guaranteed by Castle Associates and the guaranty
is secured by substantially all of Castle Associates' assets. As of December 31,
2001, a principal amount of $5.0 million of the Castle Working Capital Loan was
outstanding.
The ability of THCR Holdings to pay interest on and principal of the
Senior Notes ($109.5 million principal amount) and of its subsidiaries to
service the debt on which they are obligated (including the TAC Notes and the
various Castle notes), which includes an additional $1.8 billion of public debt,
depends primarily on the ability of the Trump Casino Properties to generate cash
from operations sufficient for such purposes. In the case of principal payments
at maturity, the ability to refinance such indebtedness is also important. The
Trump Atlantic City Properties themselves have substantial indebtedness and debt
service requirements. The future operating performance of the Trump Casino
Properties is subject to general economic conditions, industry conditions,
including competition and regulatory matters, and numerous other factors, many
of which are unforeseeable or are beyond the control of the Trump Casino
Properties. There can be no assurance that the future operating performance of
the Trump Casino Properties will be sufficient to generate the cash flows
required to meet the debt service obligations of the Trump Casino Properties or
THCR Holdings. The ability of the Trump Casino Properties and THCR Holdings to
pay the principal amount of their public debt at maturity (whether scheduled or
by acceleration thereof) is primarily dependent upon their ability to obtain
refinancing. There is also no assurance 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 or to the Company will be conducive to
refinancing debt at any given time.
The indentures governing the public indebtedness of Trump AC and Castle
Associates restrict such entities' ability to make distributions to THCR
Holdings. Therefore, the ability of THCR Holdings to service its debt, including
the Senior Notes, is primarily dependent on the successful operations of the
Indiana Riverboat and other future operations and the permitted distributions
from Trump AC and Castle Associates, if any. In the event the Indiana Riverboat
is unable to make distributions to THCR Holdings sufficient to service the
interest payments on the Senior Notes, it would be reasonably likely that the
Company would default on the Senior Notes.
-44-
In addition, the ability of (i) Plaza Associates and Taj Associates
(through Trump AC) and (ii) Castle Associates to make payments, dividends or
distributions to THCR Holdings may be restricted by the New Jersey Casino
Control Commission ("CCC"). Similarly, the ability of Trump Indiana to make
payments of dividends or distributions to THCR Holdings may be restricted by the
Indiana Gaming Commission.
"Events of Default." Pursuant to each of the indentures governing the
public indebtedness of the Company (collectively, the "Indentures"), if an
"Event of Default" occurs and is continuing, the trustee or the holders of 25.0%
of the aggregate principal amount of the respective debit issue then
outstanding, by notice in writing to the respective issuer or issuers, may, and
the trustee at the request of such holders shall, declare all principal and
accrued interest of such debt issue to be immediately due and payable. An "Event
of Default" under each of the Indentures includes, but is not limited to, the
occurrence of one or more of the following events: (i) a default in an
installment payment of any interest (including any defaulted interest) on a
respective debt issue when due and payable and which continues for 30 days; (ii)
any Indebtedness (as defined) of the respective issuers or any of their
Subsidiaries (as defined) for borrowed money having an outstanding principal
amount of $10.0 million ($20.0 million in the indentures governing the TAC
Notes) in the aggregate becoming by declaration or otherwise, due and payable
prior to its stated maturity; (iii) one or more judgments, orders or decrees for
the payment of money in excess of $10.0 million, either individually or in the
aggregate, being rendered against the respective issuers or any of their
Subsidiaries (as defined) or any of their respective properties and not
discharged, and either an enforcement proceeding shall have been consummated by
any creditor upon such judgment, order or decree or there shall be a period of
60 days during which a stay of enforcement of such judgment or order, by reason
of a pending appeal or otherwise, shall not be in effect; (iv) an entry by a
court having competent jurisdiction in the premises of a decree or order for
relief in an involuntary case or proceeding under any applicable bankruptcy law
or a decree or order adjudging the respective issuers or any of their
Significant Subsidiaries (as defined) bankrupt or insolvent or seeking
reorganization, arrangement, adjustment or composition of or in respect of the
issuers or any of their Significant Subsidiaries (as defined) under any
applicable federal or state law; and (v) the issuers or any of their Significant
Subsidiaries (as defined) commencing a voluntary case or proceeding under any
applicable bankruptcy law or any other case or proceeding to be adjudicated
bankrupt or insolvent or the issuers or any of their Significant Subsidiaries
(as defined) filing a petition, answer or consent seeking reorganization or
relief under any applicable federal or state law.
Twenty-Nine Palms Band of Luiseno Mission Indians of California. In
connection with the Management Loan Agreement between THCR Management and TCW
Lenders, the TCW Lenders loaned $11.0 million to THCR Management to fund its
participation in the Tribe Construction Loan. See "Business; General;
Twenty-Nine Palms Band of Luiseno Mission Indians of California."
Pursuant to the Trump Guaranty, Trump unconditionally and irrevocably
guarantees the full and punctual payment (whether at stated maturity or
acceleration) of THCR Management's obligations to pay principal, accrued
interest, fees and expenses under the Management Loan Agreement (the "Guaranteed
Obligations"). The Guaranteed Obligations, however, shall be proportionally
reduced from and after the date on which THCR Management has made prepayments of
the borrowed sums aggregating $1.0 million or more.
THCR Enterprises has agreed to indemnify and hold harmless Trump, and his
successors, assigns, estate, heirs and personal representatives, against any and
all losses, costs or expenses (including, without limitation, any reasonable
legal, accounting and other expenses) incurred by Trump or any of his
successors, assigns, estate, heirs and/or personal representatives under the
provisions of the Trump Guaranty. The indemnity obligation of THCR Enterprises
is secured by a pledge of 2,127,500 shares of Common Stock and a principal
amount of $35.5 million of Senior Notes held by THCR Enterprises.
Cash flow from operations was sufficient to provide for cash interest
expense in 2001 and in prior years. Capital expenditures, however, were limited
due primarily to the high level of interest expense on THCR's public debt
issues. THCR is seeking to refinance or modify its and its subsidiaries' public
debt in order to devote more resources to capital expenditures which management
believes is important to preserve and increase its competitive position in an
increasingly competitive market. See "Business; Recent Events" and
"--Competition."
-45-
Contractual Obligations and Commercial Commitments.
The following tables set forth summaries of THCR's obligations and
commitments to make future payments under contracts, such as debt and lease
agreements, and under contingent commitments, such as debt guarantees:
--------------------------------------------------------------------------------
Contractual Payments Due by Period
Obligations (In Thousands)
-----------------------------------------------------------
Total 2002 2003-2004 2005-2006 Thereafter
--------------------------------------------------------------------------------
Long-Term Debt $1,894,744 $ 6,747 $322,434 $1,564,796 $ 767
--------------------------------------------------------------------------------
Capital Lease
Obligations $ 26,972 $13,471 $ 12,845 $ 656 --
--------------------------------------------------------------------------------
Operating Leases $ 102,652 $ 5,390 $ 5,034 $ 4,010 $88,218
--------------------------------------------------------------------------------
Other Long-Term
Obligations $ 9,818 $ 6,765 $ 3,053 -- --
--------------------------------------------------------------------------------
Total Contractual
Cash Obligations $2,034,186 $32,373 $343,366 $1,569,462 $88,985
--------------------------------------------------------------------------------
For further information describing provisions of the above contractual
obligations, refer to "Notes to Consolidated Financial Statements--Notes 3 and
5."
Effects of Transactions with Related and Certain Other Parties.
Affiliate party transactions are governed by the provisions of the Senior
Note Indenture, the TAC I Note Indenture, the TAC II Note Indenture and the TAC
III Note Indenture, which 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 THCR for certain
affiliated transactions. Affiliated transactions with respect to Castle
Associates are governed by the indentures under which Castle Associates' Notes
were issued.
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--THCR," "--Plaza Associates," "--Taj
Associates," "--Castle Associates" and "--Other Relationships."
Results of Operations
The following tables include selected data of Plaza Associates, Taj
Associates, Trump Indiana and Castle Associates (d/b/a Trump Marina) for the
years ended December 31, 2001, 2000 and 1999, respectively.
-46-
Year Ended December 31,
-------------------------------------------------------
2001 2001 2001 2001 2001
Plaza Taj Trump Trump THCR
Associates Associates Indiana Marina Consolidated*
---------- ---------- ------- ------ -------------
(In millions)
Revenues:
Gaming $324.3 $525.1 $123.6 $266.5 $1,239.5
Other (a) 72.5 108.7 9.2 60.4 250.8
---- ----- --- ---- -----
Gross Revenue 396.8 633.8 132.8 326.9 1490.3
Less: Promotional Allowance 85.0 118.8 11.9 71.1 286.9
---- ----- ---- ---- -----
Net Revenue 311.8 515.0 120.9 255.8 1203.4
----- ----- ----- ----- ------
Cost and Expenses:
Gaming 170.6 252.7 65.4 127.1 615.8
Other 19.4 35.6 6.6 13.8 75.2
General & Administrative 64.3 97.0 28.1 66.5 259.0
Depreciation & Amortization 15.6 33.8 6.3 17.8 73.9
---- ---- --- ---- ----
Total Costs and Expenses 269.9 419.1 106.4 225.2 1023.9
----- ----- ----- ----- ------
Income from Operations 41.9 95.9 14.5 30.6 179.5
---- ---- ---- ---- -----
Non-Operating Income (Expense) 1.1 1.4 0.7 0.6 4.0
Interest Expense (48.0) (93.3) (5.4) (60.1) (220.6)
------ ------ ----- ------ -------
Total Non-Operating Expense (46.9) (91.9) (4.7) (59.5) (216.6)
------ ------ ----- ------ -------
Loss in Joint Venture -- -- (2.8) -- (2.8)
------ ------ ----- ------ -------
Income (Loss) Before Minority
Interest ($5.0) $4.0 $7.0 ($28.9) ($39.9)
Minority Interest 14.6
====== ==== ==== ======= ------
Net Loss ($25.3)
=======
-------------
* Intercompany eliminations and expenses of THCR and THCR Holdings are not
separately shown.
-47-
Year Ended December 31,
-------------------------------------------------------
2000 2000 2000 2000 2000
Plaza Taj Trump Trump THCR
Associates Associates Indiana Marina Consolidated*
---------- ---------- ------- ------ -------------
(In millions)
Revenues:
Gaming ...................... $ 320.2 $ 538.3 $ 119.2 $ 267.4 $ 1,245.0
Other (a) ................... 75.3 113.1 8.6 61.5 258.7
-------- -------- -------- -------- ----------
Gross Revenue ............. 395.5 651.4 127.8 328.9 1503.7
Less: Promotional Allowance .... 86.5 119.1 19.0 65.2 289.9
-------- -------- -------- -------- ----------
Net Revenue ............... 309.0 532.3 108.8 263.7 1213.8
-------- -------- -------- -------- ----------
Cost and Expenses:
Gaming ...................... 176.2 261.2 62.1 132.9 632.4
Other ....................... 20.5 36.1 6.3 15.1 78.2
General & Administrative .... 72.5 101.6 31.7 68.6 282.2
Depreciation & Amortization . 16.3 35.6 7.8 17.4 77.2
Trump World's Fair closing .. 0.8 -- -- -- 0.8
-------- -------- -------- -------- ----------
Total Costs and Expenses .. 286.3 434.5 107.9 234.0 1070.8
-------- -------- -------- -------- ----------
Income from Operations ......... 22.7 97.8 0.9 29.7 143.0
-------- -------- -------- -------- ----------
Non-Operating Income (Expense) . 1.1 2.2 0.4 1.5 6.7
Interest Expense ............... (47.8) (93.4) (5.7) (56.8) (220.2)
-------- -------- -------- -------- ----------
Total Non-Operating Expense (46.7) (91.2) (5.3) (55.3) (213.5)
-------- -------- -------- -------- ----------
Loss in Joint Venture .......... -- -- (3.2) -- (3.2)
-------- -------- -------- -------- ----------
Loss Before Minority Interest .. $ (24.0) $ 6.6 $ (7.6) $ (25.6) $ (73.7)
======== ======== ======== ========
Minority Interest .............. 27.0
Extraordinary Gain, Net of Minority
Interest 9.4
--------
Net Loss $ ( 37.3)
==========
-------------
* Intercompany eliminations and expenses of THCR and THCR Holdings are not
separately shown.
-48-
Year Ended December 31,
-------------------------------------------------------
1999 1999 1999 1999 1999
Plaza Taj Trump Trump THCR
Associates Associates Indiana Marina Consolidated*
---------- ---------- ------- ------ -------------
(In millions)
Revenues:
Gaming .................... $ 354.5 $ 513.1 $ 139.0 $ 269.3 $ 1,275.8
Other (a) ................. 97.8 132.8 8.2 61.3 300.1
-------- -------- -------- -------- ----------
Gross Revenue ............. 452.3 645.9 147.2 330.6 1575.9
Less: Promotional Allowance ... 98.2 111.7 28.2 64.8 302.9
-------- -------- -------- -------- ----------
Net Revenue ............... 354.1 534.2 119.0 265.8 1273.0
-------- -------- -------- -------- ----------
Cost and Expenses:
Gaming .................... 176.8 288.4 69.7 135.5 670.4
Other ..................... 30.0 36.3 7.0 15.0 88.2
General & Administrative .. 76.4 97.1 33.2 66.4 292.3
Depreciation & Amortization 21.9 36.7 7.0 17.3 83.3
Trump World's Fair closing 124.0 -- -- -- 124.0
-------- -------- -------- -------- ----------
Total Costs and Expenses .. 429.1 458.5 116.9 234.2 1258.2
-------- -------- -------- -------- ----------
Income from Operations ........ (75.0) 75.7 2.1 31.6 14.8
-------- -------- -------- -------- ----------
Non-Operating Income
(Expense) ..................... 1.1 2.1 (1.3) 0.8 5.6
Interest Expense .............. (47.5) (93.6) (7.1) (54.2) (222.7)
-------- -------- -------- -------- ----------
Total Non-Operating
Expense ................. (46.4) (91.5) (8.4) (53.4) (217.1)
-------- -------- -------- -------- ----------
Loss in Joint Venture ......... -- -- (3.0) -- (3.0)
-------- -------- -------- -------- ----------
Loss Before Minority Interest . $ (121.4) $ (15.8) $ (9.3) $ (21.8) $ (205.3)
======== ======== ======== ========
Minority Interest ............. 75.1
Cumulative Effect of Accounting
Change ........................ (3.6)
---------
Net Loss ...................... $ (133.8)
=========
-------------
* Intercompany eliminations and expenses of THCR and THCR Holdings are not
separately shown.
(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 property, improvements, alterations and All Star's
personal property, with the exception of specialty trade fixtures, became
the property of Taj Associates. Taj Associates records 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.
-49-
Trump Hotels & Casino Resorts, Inc.
Results of Operations
Comparison of Years Ended December 31, 2001, 2000 and 1999
(in millions, except statistical data)
2001 2001 2001 2001 2001
Plaza Taj Trump Trump THCR
Associates Associates Indiana Marina Consolidated
---------- ---------- ------- ------ ------------
Table Game Revenues ............. $95.9 $163.8 $24.7 $63.3 $347.7
Incr (Decr) over prior period $2.8 ($18.4) ($2.0) ($9.8) ($27.4)
Table Game Drop ................. $582.1 $999.5 $143.9 $384.7 $2,110.2
Incr (Decr) over prior period ($66.6) ($71.7) ($17.9) ($56.1) ($212.3)
Table Win Percentage ............ 16.5% 16.4% 17.2% 16.5% 16.5%
Incr (Decr) over prior period 2.1 pts. (0.6)pts. 0.7 pts. (0.1)pts. 0.3 pts.
Number of Table Games ........... 96 141 52 78 367
Incr (Decr) over prior period --- (2) 2 2 2
Slot Revenues ................... $228.4 $338.1 $98.9 $202.4 $867.8
Incr (Decr) over prior period $1.4 $4.4 $6.4 $9.5 $21.7
Slot Handle ..................... $2,963.5 $4,450.8 $1,366.4 $2,599.6 $11,380.3
Incr (Decr) over prior period $57.6 $137.6 ($55.9) $140.4 $279.7
Slot Win Percentage ............. 7.7% 7.6% 7.2% 7.8% 7.6%
Incr (Decr) over prior period (0.1)pts. (0.1)pts. 0.7 pts. -- --
Number of Slot Machines ......... 2,836 4,725 1,334 2,526 11,421
Incr (Decr) over prior period (3) 168 96 116 377
Other Gaming Revenues ........... N/A $23.2 N/A $0.8 $24.0
Incr (Decr) over prior period N/A $0.8 N/A ($0.6) $0.2
Total Gaming Revenues ........... $324.3 $525.1 $123.6 $266.5 $1,239.5
Incr (Decr) over prior period $4.2 ($13.2) $4.4 ($0.9) ($5.5)
-50-
2000 2000 2000 2000 2000
Plaza Taj Trump Trump THCR
Associates Associates Indiana Marina Consolidated
---------- ---------- ------- ------ ------------
Table Game Revenues .............. $93.1 $182.2 $26.7 $73.1 $375.1
Incr (Decr) over prior period . $(4.5) $8.9 $(4.2) 0.2 $0.5
Table Game Drop .................. $648.7 $1,071.2 $161.8 $440.8 $2,322.5
Incr (Decr) over prior period . $17.2 $(8.2) $(21.2) $(18.2) $(30.4)
Table Win Percentage ............. 14.4% 17.0% 16.5% 16.6% 16.2%
Incr (Decr) over prior period . (1.0) pts. 0.9 pts. (0.4) pts. 0.7 pts. 0.3 pts.
Number of Table Games ............ 96 143 50 76 365
Incr (Decr) over prior period . (2) --- --- (10) (12)
Slot Revenues .................... $227.0 $333.7 $92.5 $192.9 $846.1
Incr (Decr) over prior period . $(29.9) $16.6 $(15.6) $(1.7) $(30.6)
Slot Handle ...................... $2,905.9 $4,313.2 $1,422.3 $2,459.2 $11,100.6
Incr (Decr) over prior period . $(344.4) $316.3 $(237.6) $(16.8) $(282.5)
Slot Win Percentage .............. 7.8% 7.7% 6.5% 7.8% 7.6%
Incr (Decr) over prior period . (0.1) pts. (0.2) pts. -- (0.1) pts. (0.1) pts.
Number of Slot Machines .......... 2,839 4,557 1,238 2,410 11,044
Incr (Decr) over prior period . (968) 105 (12) 251 (624)
Other Gaming Revenues ............ N/A $22.4 N/A $1.4 $23.8
Incr (Decr) over prior period . N/A $(0.3) N/A $(0.4) $(0.7)
Total Gaming Revenues ............ $320.1 $538.3 $119.2 $267.4 $1,245.0
Incr (Decr) over prior period . $(34.4) $25.2 $(19.8) $(1.9) $(30.8)
-51-
1999 1999 1999 1999 1999
Plaza Taj Trump Trump THCR
Associates Associates Indiana Marina Consolidated
---------- ---------- ------- ------ ------------
Table Game Revenues .... $97.6 $173.3 $30.9 $72.9 $374.6
Table Game Drop ........ $631.5 $1,079.4 $183.0 $459.0 $2,352.9
Table Win Percentage ... 15.4% 16.1% 16.9% 15.9% 15.9%
Number of Table Games .. 98 143 50 86 377
Slot Revenues .......... $256.9 $317.1 $108.1 $194.6 $876.7
Slot Handle ............ $3,250.3 $3,996.9 $1,659.9 $2,476.0 $11,383.1
Slot Win Percentage .... 7.9% 7.9% 6.5% 7.9% 7.7%
Number of Slot Machines 3,807 4,452 1,250 2,159 11,668
Other Gaming Revenues .. N/A $22.7 N/A $1.8 $24.5
Total Gaming Revenues .. $354.5 $513.1 $139.0 $269.3 $1,275.8
Results of Operations for the Years Ended December 31, 2000 and 2001
Gaming revenues are the primary source of THCR's revenues. Table game
revenues represent the amount retained by THCR 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." THCR's table game win percentage was 16.2% and 16.5% for the years
ended December 31, 2000 and 2001, respectively. The Atlantic City industry table
game win percentages were 15.4% and 15.6 % for the years ended December 31, 2000
and 2001, respectively.
Table games revenues decreased $27.4 million or 7.3 % to $347.7 million
for the year ended December 31, 2001 from $375.1 million in the comparable
period in 2000. Decreased table drop at all four properties primarily
contributed to the decrease in revenues. Table drop was negatively affected by
decreased activity from premium international table game customers, a weak
domestic market as well as the negative national economic impacts of the
September 11, 2001 terrorist attacks. The $18.4 million decrease in table games
revenue at the Taj Mahal was also due to a decrease in table win percentage.
Although Trump Plaza's table game drop declined, the 2.1 points increase in
table win percentage contributed to a $2.8 million increase in table games
revenue. Trump Marina's $9.8 million decrease in table games revenue is due to
declines in both table drop and win percentage. Trump Indiana's $2.0 million or
7.5% decrease in table games revenue was partially offset by a .7 point increase
in table win percentage on an 11.0% decrease in table game drop.
Slot revenues increased $21.7 million or 2.6 % to $867.8 million for the
year ended December 31, 2001 from $846.1 million in the comparable period in
2000 primarily due to new slot product, marketing efforts and improved customer
service. Increased slot handle of $335.6 million at the three Atlantic City
casinos primarily contributed to the increase in revenues. Trump Indiana's slot
revenues in 2001 increased $6.4 million or 6.9 % from the comparable period in
2000 due to a .7 point increase in slot win percentage which totally offset a
$55.9 million or 3.9 % decrease in slot handle from the comparable period in
2000. Slot revenues increased due to management's efforts to improve the slot
product at all properties and sustained marketing programs designed specifically
for the slot customer.
Gaming costs and expenses were $615.8 million for the year ended December
31, 2001, a decrease of $16.6 million or 2.6% from $632.4 million for the year
ended December 31, 2000. The Taj Mahal's gaming costs decreased $8.5 million or
3.3% from the year ended December 31, 2000 due to decreased marketing expenses
and gaming taxes associated with decreased table games revenue. Expense
decreases of $5.6 million or 3.1% from the year ended December 31, 2000 at the
Trump Plaza were primarily due to decreased marketing expenses and incentives.
Trump Marina's gaming costs decreased $5.8 million or 4.4% from the year ended
December 31, 2000 primarily due to decreased promotional expenses achieved by
eliminating less profitable programs. Trump Indiana's gaming costs increased
$3.3 million or 5.3% from the year ended December 31, 2000 due to increased
gaming taxes associated with the increase in gaming revenues.
General and administrative expenses were $259.0 million for the year ended
December 31, 2001, a $23.2 million or 8.2 % decrease from $282.2 million in the
comparable period in 2000. Expense decreases at the Taj Mahal were primarily due
to decreased insurance, litigation, entertainment, payroll and CRDA expenses.
Expense decreases at the Trump Plaza were primarily due to decreased
entertainment, insurance, payroll and advertising expenses. Trump Marina's
decrease is due to the additional writeoff of CRDA deposits, which were
necessitated due to additional donation commitments during the year ended
December 31, 2000. Trump Indiana's decrease is primarily due to the $3.0 million
decrease in expense associated with the completion of the five-year license
period accrual in June 2001 for economic development and infrastructure
improvements of the City of Gary. The decrease in corporate general and
administrative expenses is due to an aircraft lease termination in 2000,
decreased payroll, legal and lobbying expense in 2001.
-52-
Management intends to continue its focus on cost containment. There is a
limit, however, as to how far costs can be reduced without adversely affecting
performance.
Results of Operations for the Years Ended December 31, 1999 and 2000
Gaming revenues are the primary source of THCR's revenues. Table game
revenues represent the amount retained by THCR 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." THCR's table game win percentage was 15.9% and 16.2% for the years
ended December 31, 1999 and 2000, respectively. The Atlantic City industry table
game win percentages were 15.3% and 15.4% for the years ended December 31, 1999
and 2000.
An $8.9 million increase in table games revenue at the Taj Mahal, due to
increased volumes and an improved table win percentage (17.0% in 2000 vs. 16.1%
in 1999), was primarily offset by a $4.5 million decrease at Trump Plaza due to
a 1.0 point decrease in table win percentage and a $4.2 million decrease at
Trump Indiana due to lower table drop and win percentage.
Slot revenues declined $30.6 million or 3.5% from the comparable period in
1999 primarily due to the closing of Trump World's Fair at Trump Plaza. A $16.6
million or 5.2% increase at the Taj Mahal was primarily offset by a $15.6
million or 14.4% decrease at Trump Indiana due to the legalization of dockside
gaming competition in Illinois. Trump Marina's slot revenues declined $1.7
million from the comparable period in 1999 due to a slightly decreased slot
handle along with a decreased slot win percentage.
Other non-gaming revenues and their associated expenses, as well as
depreciation and 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 gain of $17.2 million on the
acquisition of the All Star Cafe.
Gaming costs and expenses were $632.4 million for the year ended December
31, 2000, a decrease of $38.0 million or 5.7% from $670.4 million for the
comparable period in 1999. The Taj Mahal's gaming costs decreased $27.2 million
or 9.4% from the comparable period in 1999, primarily due to a decrease in
gaming bad debt expense. Trump Plaza's gaming costs decreased $.6 million
primarily due to the closing of Trump World's Fair. Trump Indiana's gaming costs
decreased $7.6 million or 10.9% due to reduced gaming taxes proportionate to the
reduction in gaming revenues. Trump Marina's gaming costs decreased $2.6 million
as a result of reduced promotional and complimentary expense attributed to the
elimination of less profitable programs.
General and administrative expenses were $282.2 million for the year ended
December 31, 2000, a decrease of $10.1 million or 3.5% from $292.3 million for
the comparable period in 1999. General and administrative expenses at Trump
Plaza decreased $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 $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, increases in regulatory costs, utility expense, real estate taxes
and insurance reserves. The Taj Mahal's costs also increased due to the
increased write-off of CRDA deposits as a result of additional CRDA donations in
2000, which is also the primary reason for the $2.2 million increase in general
and administrative costs at Trump Marina. These increases were offset by a $1.5
million decrease in costs at Trump Indiana and an $11.4 million decrease in
corporate expenses. The decrease in corporate general and administrative
expenses is primarily due to the downsizing in 2000 of the New York corporate
office, an aircraft lease termination, as well as decreased legal and
advertising costs.
During 2000, THCR Enterprises, a wholly-owned subsidiary of THCR Holdings,
purchased Senior Notes having an aggregate principal amount of $35.5 million in
consideration of an aggregate purchase price of $19.0 million, plus accrued and
unpaid interest. The decrease in interest expense is primarily due to the
elimination of interest expense associated with these notes.
Seasonality
Cash flows from the Trump Casino Properties' operating activities are
seasonal in nature, with Spring and Summer traditionally being peak seasons and
Autumn and Winter being non-peak seasons. Consequently, the Company's operating
results during the two quarters ending in March and December are not
historically as profitable as the two quarters ending in June and September. Any
excess cash flow achieved from operations during peak seasons is used to
subsidize non-peak seasons. Performance in non-peak seasons is usually dependent
on favorable weather
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and a long-weekend holiday calendar. In the event that the Trump Casino
Properties are unable to generate excess cash flows in one or more peak seasons,
they may not be able to subsidize non-peak seasons, if necessary.
Inflation
There was no significant impact on operations as a result of inflation
during 1999, 2000 or 2001.
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 their compliance with this disclosure requirement to the
extent applicable.
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.
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANTS.
Management of THCR
The following table sets forth certain information concerning each of
THCR' executive officers and directors:
Name Position
---- --------
Donald J. Trump............. Chairman of the Board, President and
Chief Executive Officer
Mark A. Brown............... Chief Operating Officer
Robert M. Pickus............ Executive Vice President, Secretary and
General Counsel
Francis X. McCarthy, Jr..... Executive Vice President of Corporate Finance and
Chief Financial Officer
John P. Burke............... Executive Vice President and
Corporate Treasurer
Joseph A. Fusco............. Executive Vice President of
Government Relations & Regulatory Affairs
Wallace B. Askins........... Director
Don M. Thomas............... Director
Peter M. Ryan............... Director
Robert J. McGuire........... Director
Donald J. Trump (55 years old) has been serving as the President and Chief
---------------
Executive Officer of each of THCR, THCR Funding and THCR Holdings since June
2000. Also since June 2000, Trump has been serving as the (i) President of each
of Trump AC Holding, Trump AC, Trump AC Funding, Funding II, Funding III, TACC
and THCR Enterprises, Inc.; (ii) President and Chief Executive Officer of each
of Castle Funding and TCHI; (iii) President of Trump Indiana; (iv) President and
Treasurer of THCR/LP; and (v) Chief Executive Officer of Taj Associates. Since
June 1998, Trump has been serving as the President, Treasurer and sole director
of TCI. Until April 1998, Trump served as the President and Treasurer of Castle
Funding. Since November 1997, Trump has been serving as the Chairman of each of
Funding II and Funding III, and as the Chairman of THCR Enterprises, Inc. since
January 1997. Since January 1996, he has been serving as the Chairman of Trump
AC Funding. Since March 1995, Trump has been the Chairman of each of THCR, THCR
Funding and THCR Holdings. Since February 1993, Trump has been the Chairman of
Trump AC Holding. Since December 1992, Trump has been serving as the sole
director of Trump Indiana. Since May 1992, Trump has been the Chairman of the
Board of Partner Representatives of Castle Associates. Since November 1991,
Trump has been serving as the President, Treasurer and sole director of TCI-II.
Since October 1991, he has been the Chairman of each of THCR Holding Corp. and
THCR/LP. Since March 1991, Trump has been the President and Treasurer of THCR
Holding Corp. and the sole director of TACC. Since May 1986, he has been serving
as the President and sole director of Realty Corp. Since March 1986, he has been
the Chairman, President and Treasurer of Plaza Funding. Since March 1985, Trump
has been the Chairman of TCHI. From February 1993 through December 1997, Trump
served as the President of Trump AC Holding. From March 1991 through December
1997, Trump served as the President and Treasurer of TACC. Trump is also
currently the President and Chief Executive Officer 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.
Mark A. Brown (41 years old) has been serving as the Chief Operating
-------------
Officer of each of THCR and Trump AC since June 2000. Also since June 2000, Mr.
Brown has been serving as the Chief Executive Officer of each of Taj Associates,
Plaza Associates, Castle Associates and Trump Indiana. Since January 2000, Mr.
Brown has been serving as the Chief Operating Officer of Taj Associates. Until
January 2000, he served as a Vice President of TCHI. From November 1997 to
January 2000, Mr. Brown served as the President and Chief Operating Officer of
Castle Associates. From July 1995 to November 1997, he served as the Executive
Vice President of Operations of Castle Associates.
Robert M. Pickus (47 years old) has been the Executive Vice President,
----------------
General Counsel and Secretary of THCR since March 1995. Since June 2000, Mr.
Pickus has been the Secretary and Vice President of THCR/LP. Since April
-55-
2000, he has been serving as the Executive Vice President and General Counsel of
each of THCR Holdings and Trump AC. Since April 1998, Mr. Pickus has been the
Secretary of Castle Funding. Since February 1998, he has been serving as the (i)
Secretary of each of TACC and Trump AC Holding and (ii) Assistant Secretary and
a director of TCHI. Until February 1998, Mr. Pickus served as the Assistant
Secretary of TACC. Since January 1997, Mr. Pickus has been serving as the (i)
Secretary of THCR Holding Corp. and (ii) Vice President, Secretary and a
director of THCR Enterprises, Inc. Since November 1997, he has been serving as a
director of each of Funding II and Funding III. Since February 1996, Mr. Pickus
has been serving as the Secretary of Castle Associates. Since January 1996, he
has been serving as the Secretary and a director of Trump AC Funding. Since
October 1995, Mr. Pickus has been serving as a member of the Board of Partner
Representatives of Castle Associates. Since February 1995, he has been serving
as the Executive Vice President of Corporate and Legal Affairs of each of Taj
Associates, Plaza Associates and Castle Associates. Since December 1992, Mr.
Pickus has been serving as the Executive Vice President and Secretary of Trump
Indiana. Since March 1986, Mr. Pickus has been serving as the Vice President and
Secretary of Plaza Funding. From April to December 2000, Mr. Pickus served as
the President of TCS. From June 1996 to April 2000, he served as the Executive
Vice President of TCS. From November 1995 to May 2000, Mr. Pickus served as a
director of each of THCR Holding Corp. and THCR/LP. From April 1994 to February
1998, he served as the Assistant Secretary of Trump AC Holding. 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. (49 years old) has been serving as the Executive
------------------------
Vice President of Corporate Finance and Chief Financial Officer of each of THCR,
THCR Holdings and THCR Funding since September 1998. Since August 2000, Mr.
McCarthy has been the (i) Chief Financial Officer of Castle Associates and (ii)
Chief Financial Officer, Chief Accounting Officer and Assistant Treasurer of
Castle Funding. Since September 1998, he has been the Chief Financial Officer of
each of Trump AC, Trump AC Funding, Funding II and Funding III. From October
1996 to December 2000, Mr. McCarthy served as the Executive Vice President of
Corporate Finance of TCS.
John P. Burke (54 years old) has been serving as the Executive Vice
-------------
President of each of THCR, THCR Holdings, THCR Funding and Trump AC since
January 1999. Since April 1998, he has been serving as the Assistant Treasurer
of TCHI. Since February 1998, Mr. Burke has been the (i) Assistant Treasurer of
each of THCR Holding Corp. and THCR/LP and (ii) Treasurer of TACC. Since
November 1997, he has been serving as the Treasurer of each of Funding II and
Funding III. Since March 1997, Mr. Burke has been serving as a member of the
Board of Partner Representatives of Castle Associates. Since January 1997, he
has been a Vice President and the Treasurer of THCR Enterprises, Inc. Since
January 1996, Mr. Burke has been the Treasurer of Trump AC Funding. Since March
1995, he has been serving as the Corporate Treasurer of each of THCR, THCR
Holdings, THCR Funding and Trump AC. Since December 1993, Mr. Burke has been
serving as a Vice President of each of Castle Associates, Castle Funding, TCI-II
and TCHI. Since December 1992, Mr. Burke has been the Treasurer of Trump
Indiana. Since October 1991, he has been the Corporate Treasurer of each of Taj
Associates, Plaza Associates and Castle Associates. From June 1997 to January
1999, Mr. Burke served as a Senior Vice President of each of THCR, THCR Holdings
and THCR Funding. From January 1996 to June 1997, he served as the Senior Vice
President of Corporate Finance of THCR.
Joseph A. Fusco (57 years old) has been serving as the Executive Vice
---------------
President of Government Relations & Regulatory Affairs of each of THCR, THCR
Holdings and Trump AC since June 1996 and of TCS from July 1996 until December
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. Mr. Fusco has been admitted to practice law in the State of New
Jersey since 1969.
Wallace B. Askins (71 years old) has been serving as a director of each of
-----------------
THCR and THCR Funding since June 1995. Since December 1997, Mr. Askins as been a
director of Funding II and Funding III. Since April 1996, he has been serving as
a director of Trump AC Funding. Since April 1994, Mr. Askins has been serving as
a director of Trump AC Holding.
Don M. Thomas (71 years old) has been serving as a director of each of
-------------
THCR and THCR Funding since June 1995. Since December 1997, Mr. Thomas has been
serving as a director of each of Funding II and Funding III. Since April 1996,
he has been a director of Trump AC Funding. Since 1983, Mr. Thomas has been a
director of Trump AC Holding. Since January 1985, Mr. Thomas has been serving as
the Senior Vice President of Corporate Affairs of the Pepsi-Cola Bottling Co. of
New York. From 1985 through 1987, Mr. Thomas served as a Commissioner and the
acting Chairman of the CRDA, and a Commissioner of the CCC from 1980 through
1984 during a portion of which time Mr. Thomas also served as the acting
Chairman. Mr. Thomas is an attorney licensed to practice law in the State of New
York.
Peter M. Ryan (64 years old) has been serving as a director of each of
-------------
THCR and THCR Funding since June 1995. He has also been the President of each of
The Marlin Group, LLC and The Brookwood Carrington Fund, LLC, real estate
financial advisory groups, since January 1995. Prior to that, Mr. Ryan was the
Senior Vice President of The
-56-
Chase Manhattan Bank for more than five years.
Robert J. McGuire (65 years old) has been a director of THCR and THCR
-----------------
Funding since July 2001. Mr. McGuire has been Counsel to the New York law firm
of Morvillo, Abramowitz, Grand, Iason & Silberberg, P.C. since 1981. As an
Assistant United States Attorney from 1962 through 1966, Mr. McGuire prosecuted
cases in the Southern District of New York. In 1969, he established is own law
firm of McGuire and Lawler where he worked until his appointment as New York
City Police Commissioner. Mr. McGuire served as New York City Police
Commissioner from 1978 to 1983. In 1984, Mr. McGuire was elected Chairman and
Chief Executive Officer of Pinkerton's, Inc. where he remained for four years
before joining Kroll Associates. Mr. McGuire resigned as President of Kroll
Associates in 1997. Mr. McGuire serves on numerous Boards and is the President
of the Police Athletic League.
Messrs. Trump, Brown, Pickus, McCarthy and Fusco have executive employment
agreements pursuant to which such individuals serve as officers of the
Registrants. See "--Employment Agreements, Termination of Employment and
Change-in-Control Arrangements" for a description of certain of these
agreements.
All of the persons listed above are citizens of the United States and have
been qualified or licensed by the CCC.
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.
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 THCR.
Matthew A. Harkness (45 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. Mr. Harkness has served in various Atlantic City casinos in
operational and marketing capacities since 1979.
Theresa Glebocki (40 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.
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.
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 certain individuals who are also directors or executive
officers of the Registrants.
Mark A. Brown--See "--Management of THCR."
-------------
Stephen S. Oskiera (43 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.
All of the persons listed above are citizens of the United States and are
licensed by the CCC.
Management of Trump Marina
All decisions affecting the business and affairs of Castle Associates,
including the operation of Trump Marina, are decided by the general partners
acting by and through a Board of Partner Representatives (the "Board of Partner
Representatives"), including a minority of Representatives elected indirectly by
the holders of the Castle Mortgage
-57-
Notes and the Castle PIK Notes. As currently constituted, the Board of Partner
Representatives consists of Donald J. Trump (Chairman), John P. Burke, Robert M.
Pickus, Walter L. Leib, and Asher O. Pacholder.
Set forth below are the names, ages, positions, and offices held with
Castle Associates, and a brief account of the business experience during the
past five years of each member of the Board of Partner Representatives and the
executive officers of Castle Associates other than those who are also directors
or executive officers of THCR.
Lawrence J. Mullin (39 years old) has been serving as the President and
------------------
Chief Operating Officer of Castle Associates since January 2001. From January to
May 2000, Mr. Mullin served as the President and Chief Operating Officer of
Castle Associates. From June 2000 to December 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 1992 to 1995, Mr. Mullin served as Vice
President of Slot and Casino Marketing at the Taj Mahal. From 1995 to 1998, Mr.
Mullin served as Senior Vice President of Slot and Casino Marketing of Castle
Associates.
Daniel M. McFadden (36 years old) has been serving as the Vice President
------------------
of Finance of Castle Associates since September 2001. Mr. McFadden previously
served as Director of Finance since joining Castle Associates in November 1998.
Prior to joining Castle Associates, Mr. McFadden served Taj Associates and TCS
in various financial positions since December 1989.
Walter L. Leib (72 years old) has been a member of the Board of Partner
------------------
Representatives since October 2000. Since 1972, Mr. Leib has been a senior
partner of Leib, Kraus, Grispin & Roth, PC, a law firm located in Scotch Plains,
New Jersey. Since 1996, Mr. Leib has been a member of the Board of Directors and
Audit Committee of ICO International, Inc., an oil field services and
petrochemicals processing company quoted on the NASDAQ Market System. Since
1998, Mr. Leib has been a Lifetime Trustee Emeritus of Rutgers University,
having served as a trustee from 1992 through 1998. He presently is as a member
of the Board of Overseers and Foundation of Rutgers University and is a member
of the Budget Committee and was Chairman of the Advisory Board of Trustees of
Rutgers University Law School in 1998. Since 1993, Mr. Leib has served on the
Board of Advisors of Rutgers University School of Business Management and
Graduate School of Business.
Asher O. Pacholder (64 years old) has been a member of the Board of
------------------
Partner Representatives since May 1992. Dr. Pacholder served as a director and
the President of TCI-II from May 1992 to December 1993. He has served as the
Chairman of the Board of Directors and Chief Financial Officer of ICO
International, Inc., an oil field services and petrochemicals processing company
quoted on the NASDAQ Market System, since February 1995 and Chief Operating
Officer and a director of Wedco Technology, Inc. since May 1996. Dr. Pacholder
has served as Chairman of the Board and Managing Director of Pacholder
Associates, Inc., an investment advisory firm, since 1983. In addition, Dr.
Pacholder is Chairman of the Board of Directors of USF&G Pacholder Fund, Inc., a
closed-end investment company, and he serves on the Board of Directors of
Southland Corporation, which owns and operates convenience stores.
Thomas F. Leahy (64 years old) had been a member of the Board of Partner
---------------
Representatives from June 1993. Mr. Leahy also served as a director and
Treasurer of TCI-II from May 1992 to December 1993. From 1991 to July 1992, Mr.
Leahy served as Executive Vice President of CBS Broadcast Group, a unit of CBS,
Inc. Mr. Leahy retired from CBS, Inc. in 1992, having served in various
executive capacities over a 30-year period. From November 1992, Mr. Leahy served
as President of The Theater Development Fund, a service organization for the
performing arts and from July 1992, Mr. Leahy served as Chairman of VT
Properties, Inc., a privately held corporation which invests in literary, stage
and film properties. Mr. Leahy passed away in March 2002.
Each member of the Board of Partner Representatives and all of the other
persons listed above have been licensed or found qualified by the CCC.
The employees of Castle Associates serve at the pleasure of the Board of
Partner Representatives subject to any contractual rights contained in any
employment agreement.
Management of Trump Indiana
The sole director of Trump Indiana is Mr. Trump. Set forth below are the
names, ages, positions and offices held with Trump Indiana and a brief account
of the business experience during the past five years of each of the directors
and executive officers of Trump Indiana other than those who are also directors
or executive officers of THCR.
Catherine A. Walker (47 years old) has been the General Manager of Trump
-------------------
Indiana since August 2000. From March to August 2000, Ms. Walker was the Vice
President of Operations and Assistant General Manager of Harrah's East Chicago.
From July 1996 to March 2000, Ms. Walker served as Vice President and General
Manager of Players Lake Charles LLC and Showboat Star Partnership.
-58-
Michael Darley (50 years old) has been Vice President of Operations of
--------------
Trump Indiana since November 5, 2000. Prior to joining Trump Indiana, Mr. Darley
served from September 1998 to November 2000 as Director of Table Games at
Harrah's East Chicago. From September 1993 to September 1998, Mr. Darley served
as Casino Manager and Director of Slot Operations at Harrah's Tunica.
Patrick M. Fox (50 years old) has been Director of Finance and Chief
--------------
Financial Officer of Trump Indina since November 26, 2001. Mr. Fox was
previously employed until September 30, 2001 as the Director of Finance at
Carlson Group. Prior to that, from October 1996 to February 2001, Mr. Fox served
in various positions with Accenture. From July 1975 to October 1996, Mr. Fox
served in the Arthur Andersen Worldwide organization in various positions, which
included Controller-Andersen Worldwide Services.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) promulgated under the Exchange Act requires the directors
and executive officers of THCR, as well as any person who becomes the beneficial
owner of more than 10.0% of a registered class of the Company's equity
securities (collectively, the "Reporting Persons"), to file with the Commission
initial reports of ownership and reports of changes in ownership of Common Stock
and equity securities of the Company. The Reporting Persons are required to
furnish the Company with all Section 16(a) forms they file.
To THCR's knowledge, based solely upon its review of copies of such
reports furnished to THCR by or on behalf of the Reporting Persons, all Section
16(a) filing requirements applicable to the Reporting Persons have been complied
with during the fiscal year ended December 31, 2001.
In addition, Mr. Trump has stated in his Schedule 13D, amendment No. 6,
dated June 28, 2001, filed with the Commission that he may effect, from time to
time, open market and privately negotiated purchases of equity and/or debt
securities of THCR and/or its subsidiaries.
ITEM 11. EXECUTIVE COMPENSATION.
Summary Compensation Table. The following table sets forth information
regarding compensation paid to or accrued by the Chief Executive Officer of
THCR, and any person who served in such or similar capacity during the fiscal
year ended December 31, 2001, and the four most highly compensated executive
officers of THCR whose total annual salary and bonus during the last fiscal year
exceeded $100,000 (collectively, the "Named Executive Officers") for each of the
last three completed fiscal years. Compensation accrued during one year and paid
in another is recorded under the year of accrual. All cash compensation paid to
the Named Executive Officers in consideration for services rendered by such
persons to THCR and its subsidiaries are paid by THCR Holdings in accordance
with the THCR Holdings Partnership Agreement.
Annual Compensation Long-Term Compensation Awards
--------------------------------------------------------------
Securities
Underlying All Other
Name and Principal Position Year Salary($) Bonus($) Options (#) Compensation ($)
/1/
--------------------------- ---- --------- -------- ----------- ---------------
Donald J. Trump ................................. 2001 $1,500,000 -- 500,000 $2,417,541 /2/
---Chairman of the Board, President ............. 2000 1,250,000 -- 500,000 2,414,266 /2/
and Chief Executive Officer ................. 1999 1,000,000 -- -- 2,648,000 /2/
Mark A. Brown ................................... 2001 $1,146,462 -- -- $ 4,500 /3/
---Chief Operating Officer ...................... 2000 807,657 $ 175,036 -- 4,500 /3/
1999 487,762 109,410/4/ -- 4,286 /3/
Robert M. Pickus ................................ 2001 $ 360,175 -- -- $ 4,500 /3/
---Executive Vice President, General ............ 2000 338,790 -- -- 4,500 /3/
Counsel and Secretary ........................ 1999 324,653 $ 50,000 -- 4,800 /3/
Francis X. McCarthy, Jr ......................... 2001 $ 354,186 -- -- $ 5,100 /3/
---Executive Vice President of Corp. ............ 2000 333,120 -- -- 4,800 /3/
Fin. and Chief Financial Officer ............. 1999 320,073 -- -- 4,800
Joseph A. Fusco ................................. 2001 $ 356,700 -- -- $ 5,100 /3/
--- Executive Vice President of 2000 335,639 -- -- 4,800 /3/
Government Relations/Regulatory 1999 324,510 $ 36,470 -- 4,800 /3/
Affairs
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(1) Options granted under THCR's 1995 Stock Plan. Options vest in three
equal installments, one-third on the date of grant and on each of
the first two anniversary dates of the date of grant.
(2) The amounts listed in 2001, 2000 and 1999 include $2.207 million,
$2.306 million and $2.258 million, respectively, recorded pursuant
to the Castle Services Agreement (as defined herein) in addition to
reimbursement of expenses pursuant to the Executive Agreement, as
amended, between Mr. Trump and THCR and THCR Holdings. See
"Compensation Committee Interlocks and Insider Participation;
Certain Related Party Transactions; Castle Associates."
(3) Represents vested and unvested contributions made by Plaza
Associates, Taj Associates, Castle Associates and/or TCS to Trump
Plaza Hotel and Casino Retirement Savings Plan, Trump Taj Mahal
Retirement Savings Plan, Trump's Castle Hotel and Casino 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.
(4) In January 1999, Mr. Brown received a net bonus of $75,000 which
resulted in a before tax bonus of $109,410.
1995 Stock Incentive Plan. The THCR Board of Directors adopted the 1995
Stock Incentive Plan (the "1995 Stock Plan"), pursuant to which directors,
employees and consultants of THCR and certain of its subsidiaries and affiliates
who have been selected as participants are eligible to receive awards of various
forms of equity-based incentive compensation, including stock options which are
intended to qualify as incentive stock options ("ISOs") under Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code"), as well as stock options
not intended to so qualify ("NQSOs"), stock-appreciation rights ("SARs"), stock
bonuses, restricted stock awards, performance units and phantom stock, and
awards consisting of combinations of such incentives. The 1995 Stock Plan is
administered by the Stock Incentive Plan Committee of the Board of Directors of
THCR consisting of Messrs. Trump, Askins, Ryan and Thomas (the "Stock Incentive
Plan Committee"). Subject to the provisions of the 1995 Stock Plan, the Stock
Incentive Plan Committee has sole discretionary authority to interpret the 1995
Stock Plan and to determine the type of awards to grant, when, if and to whom
awards are granted, the number of shares covered by each award and the terms and
conditions of the award.
In 1996, THCR obtained approval from its stockholders to increase the
number of shares of THCR's Common Stock authorized for issuance under the 1995
Stock Plan from one million to four million. In November 1998, THCR canceled all
options previously granted to certain employees and approved a grant of new
options. On November 18, 1998, THCR granted certain employees and its
independent directors approximately 1,166,800 options to purchase THCR's Common
Stock at a price of $4.625 per share. One-third of the options vested on the
date of the grant and on each of the first two anniversaries of the date of the
grant. The options expire 10 years after the date of issuance.
Option Grants in Fiscal 2001. The following table sets forth certain
information with respect to options granted to the Named Executive Officers
during the fiscal year ended December 31, 2001:
OPTION/SAR GRANTS IN LAST FISCAL YEAR
Individual Grants
Number of Percent of Total
Securities Options/SARs Grant
Underlying Granted to Date
Options/SARs Employees in Exercise or Base Present
Name Granted(#) Fiscal Year Price ($/Sh) Expiration Date Value($)
---- ---------- ----------- ----------- --------------- -------
Donald J. Trump
-Chairman of the Board, 500,000(1) 100.0% $2.20 June 18, 2011 $0.90
and Chief Executive Officer
(1) NQSO granted to Trump by the THCR Board of Directors on June 19, 2001,
One-third of option vests on the date of grant and on each of the first
two anniversary dates of the date of grant, provided that with each
installment, Mr. Trump's employment with THCR has not been terminated
prior to the installment date.
(2) Represents a fair value of approximately $0.90 per option, estimated using
the Black-Scholes option-pricing model based upon the weighted average
market price at grant date of $2.00 and the following weighted average
assumptions: risk-free interest rate of 4.39%, expected life of 3.0 years,
volatility of 67.0% and a dividend yield of 0%.
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None of the Named Executive Officers exercised any stock options during
the fiscal year ended December 31, 2001. The following table sets forth
information concerning the fiscal year-end value of unexercised options provided
on an aggregate basis.
Fiscal Year End Option Value (1)
Number of Securities
Underlying Unexercised
Options at Fiscal Year End (#)
Name Exercisable/Unexercisable
---- -------------------------
Donald J. Trump............................ 1,000,000 500,000
Mark A. Brown.............................. 8,000 0
Robert M. Pickus........................... 30,000 0
Francis X. McCarthy, Jr.................... 10,000 0
Joseph A. Fusco............................ 20,000 0
-------------------
(1) Based on a closing sale price of $1.15 per share of THCR's Common Stock on
December 31, 2001, all of the options reflected in the above table were
"out-of-the-money" (i.e., the exercise prices of the options exceeded the
fair market value of the underlying THCR's Common Stock).
Employment Agreements, Termination of Employment and Change-in-Control
Arrangements
Donald J. Trump. Mr. Trump serves as the Chairman of the Board of
---------------
Directors of THCR pursuant to the Executive Agreement dated as of June 12, 1995
(the "Trump Executive Agreement"), by and among Trump, THCR and THCR Holdings.
Pursuant to the Trump Executive Agreement, Trump has agreed to provide THCR,
THCR Holding and subsidiaries, from time to time when reasonably requested and
on a non-exclusive basis, consulting services relating to marketing,
advertising, promotional and other similar related services with respect to the
business and operations of THCR, THCR Holdings and subsidiaries. The initial
term of the Trump Executive Agreement is five years and thereafter for a
three-year rolling term which shall automatically be extended so that the
unexpired term on any date is always three years, until such time during such
rolling term that either party gives written notice to the other of its election
not to continue extending such term, in which case the term shall end three
years from the date on which such notice is given. In consideration for Mr.
Trump's services under the Trump Executive Agreement, Trump received a yearly
fee of $1.0 million through June 30, 2001, plus reimbursement expenses upon
presentation of vouchers, payable in equal monthly installments. Effective July
2000, upon Mr. Trump's appointment as President and Chief Executive Officer of
THCR, the fee payable to Mr. Trump was increased to $1.5 million per year, plus
reimbursement expenses.
Mark A. Brown. Mr. Brown serves as the President and Chief Executive
-------------
Officer of each of Taj Associates, Plaza Associates, Castle Associates and Trump
Indiana (collectively, the "Trump Entities"), pursuant to an Employment
Agreement, dated August 2, 2000 (the "Brown Employment Agreement"), by and among
Mr. Brown and the Trump Entities. The Brown Employment Agreement, the term of
which was effective as of July 1, 2000 and expires on July 31, 2003, provides
for an annual salary of (i) $1.0 million for the 12-month period commencing July
1, 2000, (ii) $1.1 million for the 12-month period commencing July 1, 2001, and
(iii) $1.2 million for the 12-month period commencing January 1, 2002. Upon 180
days notice prior to the expiration date, the Brown Employment Agreement may be
extended at the sole discretion of the Trump Entities to July 31, 2005. If so
extended, Mr. Brown is to receive an annual salary of (i) $1.3 million for the
12-month period commencing August 1, 2003, and (ii) $1.4 million for the
12-month period commencing August 1, 2004. The Brown Employment Agreement may be
terminated by the Trump Entities for "Cause," defined in the Brown Employment
Agreement 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, as the case may
be, will be entitled to a lump sum severance payment equal to six months'
compensation based on Mr. Brown's then current salary. Mr. Brown may terminate
the Brown Employment Agreement at any time following a "Change of Control,"
effective on the 30th day after such effective 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 Employment Agreement. "Change of
Control" is defined in the Brown Employment Agreement 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 may
terminate the Brown Employment Agreement 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 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.
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Robert M. Pickus. On April 17, 2000, THCR, THCR Holdings, and Trump AC
----------------
(collectively, the "Trump Companies") entered into an employment agreement with
Mr. Pickus (the "Pickus Employment Agreement") pursuant to which Mr. Pickus
serves as Executive Vice President and General Counsel of the Trump Companies.
The Pickus Employment Agreement, the term of which expires on April 16, 2003, if
not otherwise extended, provides for annual compensation of not less than his
current salary and a discretionary annual bonus. Mr. Pickus's employment may be
terminated by the Trump Companies for "Cause," defined in the Pickus Employment
Agreement as (i) the revocation of Mr. Pickus's casino key employee license,
(ii) Mr. Pickus's conviction for certain crimes, (iii) Mr. Pickus's disability
or death or (iv) Mr. Pickus's breach of his duty to the Trump Companies. Upon
termination for "Cause," Mr. Pickus is entitled to receive compensation accrued
yet unpaid as of the date of termination. Mr. Pickus may terminate the Pickus
Employment Agreement at any time following a "Change of Control," effective on
the 30th day after such effective notice, and Mr. Pickus shall be entitled to
receive a lump sum payment for the full amount of unpaid compensation for the
full term of the Pickus Employment Agreement. The Pickus Employment Agreement
defines "Change of Control" as (i) the acquisition of (x) the Trump Companies 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 the
Trump Companies. During the term of the Pickus Employment Agreement, Mr. Pickus
has agreed to devote his full time, attention and efforts to the Trump
Companies, and not to accept employment, either as an employee, consultant or
independent contractor, with any other casino hotel located in Atlantic City,
New Jersey. Mr. Pickus has also agreed not to consult with or otherwise engage,
either directly or indirectly, in any other activities of a business nature for
any other person or entity without the Trump Companies' prior written consent.
Francis X. McCarthy, Jr. On April 17, 2000, the Trump Companies entered
-------------------
into an employment agreement with Mr. McCarthy (the "McCarthy Employment
Agreement") pursuant to which Mr. McCarthy serves as Executive Vice President of
Corporate Finance of the Trump Companies. The McCarthy Employment Agreement, the
term of which expires on April 16, 2003, if not otherwise extended, provides for
annual compensation of not less than his current salary and a discretionary
annual bonus. Employment may be terminated for "Cause," defined in the McCarthy
Employment Agreement as (i) the revocation of Mr. McCarthy's casino key employee
license, (ii) Mr. McCarthy's conviction for certain crimes, (iii) Mr. McCarthy's
disability or death or (iv) the breach by Mr. McCarthy of his duty to the Trump
Companies. Upon termination for "Cause," Mr. McCarthy is entitled to receive
compensation accrued yet unpaid as of the date of termination. Mr. McCarthy may
terminate the McCarthy Employment Agreement at any time following a "Change of
Control," effective on the 30th day after such effective notice, and Mr.
McCarthy shall be entitled to receive a lump sum payment of the full amount of
the unpaid compensation for the full term of the McCarthy Employment Agreement.
The McCarthy Employment Agreement defines "Change of Control" as (i) the
acquisition of (x) the Trump Companies 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 the Trump Companies. During the term of
the McCarthy Employment Agreement, Mr. McCarthy has agreed to devote his full
time, attention and efforts to the Trump Companies, and not to accept
employment, either as an employee, consultant or independent contractor, with
any other casino hotel located in Atlantic City, New Jersey. Mr. McCarthy has
also agreed not to consult with or otherwise engage, either directly or
indirectly, in any other activities of a business nature for any other person or
entity without the Trump Companies' prior written consent.
Joseph A. Fusco. On April 17, 2000, the Trump Companies entered into an
---------------
employment agreement with Mr. Fusco (the "Fusco Employment Agreement") pursuant
to which Mr. Fusco serves as Executive Vice President of Government Relations
and Regulatory Affairs of the Trump Companies. The Fusco Employment Agreement,
the term of which expires on April 16, 2003, if not otherwise extended, provides
for annual compensation of not less than his current salary and a discretionary
annual bonus. Employment may be terminated for "Cause," defined in the Fusco
Employment Agreement as (i) the revocation of Mr. Fusco's casino key employee
license, (ii) Mr. Fusco's conviction for certain crimes, (iii) Mr. Fusco's
disability or death or (iv) the breach by Mr. Fusco of his duty to the Trump
Companies. Upon termination for "Cause," Mr. Fusco is entitled to receive
compensation accrued yet unpaid as of the date of termination. Mr. Fusco may
terminate the Fusco Employment Agreement at any time following a "Change of
Control," effective on the 30th day after such notice and Mr. Fusco shall be
entitled to receive a lump sum payment of the full amount of the unpaid
compensation for the full term of the Fusco Employment Agreement. The Fusco
Employment Agreement defines "Change of Control" as (i) the acquisition of (x)
the Trump Companies 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 the Trump Companies. During the term of the Fusco
Employment Agreement, Mr. Fusco has agreed to devote his full time, attention
and efforts to the Trump Companies, and not to accept employment, either as an
employee, consultant or independent contractor, with any other casino hotel
located in Atlantic City, New Jersey. Mr. Fusco has also agreed not to consult
with or otherwise engage, either directly or indirectly, in any other activities
of a business nature for any other person or entity without the Trump Companies'
prior written consent.
Compensation of Directors
Mr. Trump, the Chairman of the Board of Directors, President and Chief
Executive Officer of THCR, received no remuneration for serving on the Board of
Directors of THCR for the fiscal year ended December 31, 2001. Directors of THCR
who are also employees or consultants of THCR and its affiliates receive no
directors' fees. Non-employee
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directors are paid an annual stipend of $50,000, plus $2,000 per meeting
attended and reasonable out-of-pocket expenses incurred in attending these
meetings, provided that directors currently serving on the Board of Directors of
Trump AC Funding or Trump AC Holding receive no additional compensation. All
such fees are paid by THCR Holdings in accordance with the THCR Holdings
Partnership Agreement.
Committees of the Board of Directors
THCR has the following committees: (i) Executive Committee, (ii) Audit
Committee, (iii) Special Committee, (iv) Stock Incentive Plan Committee and (v)
Compensation Committee. The Executive Committee consists of Mr. Trump. Both the
Audit Committee and the Special Committee consist of Messrs. Askins, Ryan,
Thomas and McGuire, each of whom is an "independent director" of THCR, as
defined by the rules and regulations promulgated by the NYSE. The Stock
Incentive Plan Committee consists of Messrs. Trump, Askins, Ryan, Thomas and
McGuire. The Compensation Committee consists of Messrs. Trump, Askins and
Thomas. The Special Committee was established pursuant to the THCR By-laws and
the THCR Holdings Partnership Agreement, and is empowered to vote on any matters
which require approval of a majority of the independent directors of THCR,
including affiliated transactions. All proposed transactions involving THCR or
THCR Holdings in which Trump has a personal interest valued over $200,000 or any
transaction between THCR and any officer or director having a value of at least
$200,000 (other than transactions relating to salary or other compensation paid
in the ordinary course of business), shall be reviewed by the Special Committee,
which shall make findings and recommendations to the Board with respect to such
proposed transactions. At all times, the Special Committee is required to be
comprised of at least two non-employee directors and no employee directors. See
"Legal Proceedings; Castle Acquisition; Settlement Agreement Approved by the
Court."
Compensation Committee Interlocks and Insider Participation
In general, the compensation of executive officers of THCR is determined
by the Compensation Committee of the THCR Board of Directors, which currently
consists of Messrs. Trump, Askins and Thomas. No officer or employee of THCR,
other than Mr. Trump who serves on the THCR Board of Directors, participated in
the deliberations of the THCR Board of Directors concerning executive
compensation.
Certain Related Party Transactions--THCR. THCR leases office space in
Trump Tower located in midtown Manhattan for general, executive and
administrative purposes pursuant to the Trump Tower Lease by and between Taj
Associates, as tenant, and Trump Tower Commercial, as landlord, Trump Tower
Commercial is an affiliate of Trump. The Trump Tower Lease terminates on August
31, 2010. The annual rent, payable in equal monthly installments, during the
three-year period from September 1, 2000 to August 31, 2003 is $64,644.25. The
annual rent for the three- year period from September 1, 2003 to August 31, 2006
is $68,458.50. The annual rent during the three-year period from September 1,
2006 to August 31, 2010 is $72,261.75. Pursuant to the Trump Tower Lease, THCR
Holdings is also obligated to pay a proportionate share of the imposed property
taxes. During the fiscal year ended December 31, 2001, an aggregate amount of
$67,275, including rent and property taxes, was paid to Trump Tower Commercial
LLC under the Trump Tower Lease. See "Properties; THCR."
Beginning in late 1997, the Trump Atlantic City Properties began to
utilize certain facilities owned by Trump to entertain high-end customers.
Management believes that the ability to utilize these facilities enhances THCR's
revenues. During the fiscal year ended December 31, 2001, THCR incurred
approximately $0.6 million in customer costs associated with utilizing these
facilities. In exchange for having Trump's personal airplane available to
customers of the Trump Atlantic City Properties, THCR incurred pilot costs of
approximately $0.3 million for the fiscal year ended December 31, 2001.
Certain Related Party Transactions--Castle Associates. On December 28,
1993, Castle Associates entered into a Services Agreement (the "Castle Services
Agreement") with TCI-II, an entity wholly-owned by Trump. Pursuant to the Castle
Services Agreement, TCI-II has agreed to provide Castle Associates, from
time-to-time when reasonably requested, consulting services on a non-exclusive
basis, relating to marketing, advertising, promotional and other services (the
"Castle Services") with respect to the business and operations of Castle
Associates, in exchange for certain fees to be paid only in those years in which
EBITDA (EBITDA represents income from operations before depreciation,
amortization, refinancing costs and the non-cash write-down of CRDA
investments) exceeds prescribed amounts, as discussed below.
In consideration for the Castle Services rendered by TCI-II, Castle
Associates is required to pay TCI-II an annual fee (which is identical to the
fee which was payable under the previously existing management agreement) of
$1.5 million for each year in which EBITDA exceeds the following amounts for the
years indicated: (i) 1993--$40.5 million; (ii) 1994--$45.0 million; and (iii)
1995 and thereafter--$50.0 million. If EBITDA in any fiscal year does not exceed
the applicable amount, no annual fee is due. In addition to the annual fee,
TCI-II is entitled to receive an incentive fee, beginning with the fiscal year
ending December 31, 1994, in an amount equal to 10.0% of EBITDA in excess of
$45.0 million for such fiscal year. Castle Associates will also be required to
advance to TCI-II $125,000 per month which will be applied toward the annual
fee, provided, however, that no advances will be made during any year if and for
so long as the Managing Partner (defined in the Castle Services Agreement as
Trump) determines, in his good faith reasonable judgment, that Castle
Associates' budget and year-to-date performance indicate that the
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minimum EBITDA levels (as specified above) for such year will not be met. If for
any year during which annual fee advances have been made it is determined that
the annual fee was not earned, TCI-II is obligated to promptly repay any amounts
previously advanced. For purposes of calculating EBITDA under the Castle
Services Agreement, any incentive fees paid in respect of 1994 or thereafter
shall not be deducted in determining net income. Pursuant to the Castle Services
Agreement, Trump earned approximately $2.258 million, $2.306 million and $2.207
million, based on Castle Associates' EBITDA for the years ended December 31,
1999, 2000 and 2001, respectively. The Castle Services Agreement expires on
December 31, 2005.
Trump has granted Castle Associates a license to use the Marks in
connection with the operations of Trump Marina since June 17, 1985. See
"Business; Trademark/Licensing."
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 THCR, have served on the boards of directors of
other entities in which members of the THCR Board of Directors (namely, Mr.
Trump) served and continue to serve as executive officers. Management believes
that such relationships have not affected the compensation decisions made by the
THCR Board of Directors in the last fiscal year.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
Generally, under the Exchange Act, a person is deemed to "beneficially
own" a security at to which that person has sole or shared voting power or
investment power and also any security as to which that person has the right to
acquire within 60 days (i) through the exercise of any option, warrant or right,
(ii) through the conversion of a security or (iii) pursuant to the power to
revoke, or the automatic termination of, a trust, discretionary account or
similar arrangement. The following table sets forth certain information
regarding the beneficial ownership of THCR's Common Stock and Class B Common
Stock as of March 29, 2002 by (i) each Named Executive Officer, (ii) each
Director of THCR, (iii) each person deemed to be the beneficial owner of more
than 5.0% of any class of THCR's voting securities and (iv) all of the Executive
Officers and Directors of THCR as a group, without naming them. In the case of
persons other than Executive Officers and Directors of THCR, such information is
based solely upon a review of Schedules 13D or 13G, as amended, which have been
filed by such persons with the Commission. Unless otherwise indicated, each
person named in the following table is assumed to have sole voting power and
investment power with respect to all shares of Common Stock and Class B Common
Stock listed as owned by such person.
Common Stock Class B Common Stock
------------------------- --------------------------
Number of Number of
Shares Percent Shares
Beneficially of Beneficially Percent of
Name of Beneficial Owner (1) Owned Class (2) Owned Class(3)
------------------------------------ ------------- --------- ------------ -------------
Donald J. Trump .................... 16,404,473(4) 44.4% 1,000(5) 100.0%
Mark A. Brown ...................... 9,000(6) * -- --
Robert M. Pickus ................... 32,000(7) * -- --
Francis X. McCarthy, Jr ............ 13,648(8) * -- --
Joseph A. Fusco .................... 20,000(9) * -- --
Wallace B. Askins .................. 12,500(10) * -- --
Peter M. Ryan ...................... 12,500(11) * -- --
Don M. Thomas ...................... 5,000(12) * -- --
Robert J. McGuire .................. 0 -- -- --
Conseco, Inc. ...................... 2,010,000(13) 9.1% -- --
Bay Harbour Management, L.C ........ 1,392,000(14) 6.3% -- --
All Executive Officers and Directors
of THCR as a group, without
naming them (10 persons) ........... 16,542,583(15) 44.7% 1,000 100.0%
-------------------------------
* Represents less than 1.0%
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(1) Unless otherwise noted, the address of each beneficial owner is c/o Trump
Hotels & Casino Resorts, Inc., 1000 Boardwalk, Atlantic City, New Jersey
08401.
(2) Based on 22,010,027 shares of THCR's Common Stock issued and outstanding
as of April 1, 2002. Pursuant to Rule 13d-3 promulgated under the Exchange
Act, shares of Common Stock which are issuable upon the exercise of
options, warrants, rights or conversion privileges are deemed to be
outstanding for purposes of computing the percentage of outstanding Common
Stock owned by a person but are not deemed to be outstanding for purposes
of computing the ownership percentage of any other person.
(3) Based on 1,000 shares of THCR's Class B Common Stock issued and
outstanding as of April 1, 2002.
(4) Includes (i) 1,485,600 shares of Common Stock held directly by Mr. Trump,
(ii) 150 shares of Common Stock held 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) 333,334 shares of Common Stock issuable upon the exercise of options
currently exercisable at an exercise price of $2.625 per share, (v)
166,666 shares of Common Stock issuable upon the exercise of options
currently exercisable at an exercise price of $2.20 per share, (vi)
10,300,456 shares of Common Stock issuable upon the conversion of limited
partnership interests of THCR Holdings held directly by Mr. Trump, (vii)
1,407,017 shares of Common Stock issuable upon the conversion of limited
partnership interests of THCR Holdings held by TCI, an entity of which Mr.
Trump owns 100.0%, (viii) 2,211,250 shares of Common Stock issuable upon
the conversion of limited partnership interests of THCR Holdings held by
TCI-II, an entity of which Mr. Trump owns 100.0%. Does not include 500,000
shares of Common Stock issuable upon the exercise of options not
exercisable within 60 days from the date hereof. Also, Mr. Trump has
stated in his Schedule 13D, amendment No. 6, dated June 28, 2001, filed
with the Commission that he may effect, from time to time, open market and
privately negotiated purchases of equity and/or debt securities of THCR
and/or its subsidiaries.
(5) Includes (i) 850 shares of Class B Common Stock held directly by Mr.
Trump, (ii) 50 shares of Class B Common Stock held by TCI, an entity of
which Mr. Trump owns 100.0%, and (iii) 100 shares held by TCI-II, an
entity of which Mr. Trump owns 100.0%.
(6) Includes (i) 3,000 shares of Common Stock and (ii) 6,000 shares of Common
Stock issuable upon the exercise of options currently exercisable at an
exercise price of $4.625 per share.
(7) Includes (i) 2,000 shares of Common Stock and (ii) 30,000 shares of Common
Stock issuable upon the exercise of options currently exercisable at an
exercise price of $4.625 per share.
(8) Includes (i) 3,648 shares of Common Stock in Mr. McCarthy's 401K Plan
account and (ii) 10,000 shares of Common Stock issuable upon the exercise
of options currently exercisable at an exercise price of $4.625 per share.
(9) Includes 20,000 shares of Common Stock issuable upon the exercise of
options currently exercisable at an exercise price of $4.625 per share.
(10) Includes (i) 10,000 shares of Common Stock and (ii) 2,500 shares of Common
Stock issuable upon the exercise of options currently exercisable at an
exercise price of $4.625 per share.
(11) Includes (i) 10,000 shares of Common Stock and (ii) 2,500 shares of Common
Stock issuable upon the exercise of options currently exercisable at an
exercise price of $4.625 per share.
(12) Includes (i) 2,500 shares of Common Stock and (ii) 2,500 shares of Common
Stock issuable upon the exercise of options currently exercisable at an
exercise price of $4.625 per share.
(13) 11825 North Pennsylvania Street, Carmel, Indiana 46032. These shares are
beneficially owned by Bankers Life and Casualty Company, an insurance
company, of which Conseco, Inc. is the parent holding company.
(14) 777 South Harbour Island Boulevard, Suite 270, Tampa, Florida 33602. Bay
Harbour Management, L.C. is an investment advisor formed under the laws of
Florida ("Bay Harbour"), and claims beneficial ownership of these shares
which it holds for the account of investment funds and managed accounts.
Tower Investment Group, Inc. ("Tower") is the majority stockholder of Bay
Harbour. Mr. Steven A. Dyke is a stockholder and President of Tower. Mr.
Douglas A. Teitelbaum is a stockholder of Tower.
(15) Includes (i) 1,520,359 shares of Common Stock, 6,409 of which are held in
certain Reporting Persons' 401K Plan accounts, (ii) 1,103,500 shares of
Common Stock issuable upon the exercise of options currently exercisable
and (iii) 13,918,723 shares of Common Stock issuable upon the conversion
of limited partnership interests of THCR Holdings.
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THCR Holdings. THCR Holdings is a limited partnership of which (i) THCR is
a 59.87743% general partner, (ii) Trump is a 27.06457% limited partner, (iii)
THCR/LP is a 3.55096% limited partner, (iv) TCI is a 3.69695% limited partner
and (v) TCI -II is a 5.81009% limited partner. Trump owns 100.0% of each of TCI
and TCI-II.
THCR Funding. THCR Holdings beneficially owns 100.0% of the issued and
outstanding common stock of THCR Funding.
Changes in Control
As a part of the June 1995 Offering, THCR Holdings and THCR Funding issued
the Senior Notes. Pursuant to the Senior Note Indenture, THCR Holdings pledged
for the benefit of the holders of the Senior Notes, among other things, 100.0%
of the common stock of THCR Funding. A foreclosure on all of such collateral
would result in a change of control of THCR Funding. See "Business; Certain
Indebtedness of THCR and Subsidiaries" and "Management's Discussion and Analysis
of Financial Condition and Results of Operations; Senior Notes."
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Affiliate party transactions are governed by the provisions of the Senior
Note Indenture, 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 THCR for
certain affiliated transactions. Affiliated transactions with respect to Castle
Associates are governed by the indentures under which Castle Associates' Notes
were issued.
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--THCR," "--Plaza Associates," "--Taj
Associates," "--Castle Associates" and "--Other Relationships."
Indemnification Agreements. In addition to the indemnification provisions
in THCR's and its subsidiaries' employment agreements with its officers (see
"Executive Compensation--Employment Agreements"), certain former and current
directors of Plaza Funding have 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
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, 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 has 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.
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In March 2000, the Board of Directors of THCR authorized and directed THCR
to cause Taj Associates, Plaza Associates, Castle Associates and Trump Indiana
to enter into indemnification agreements with each of the Directors of THCR in
connection with the performance of their duties as Directors.
In connection with the Management Loan Agreement between THCR Management
and the TCW Lenders, THCR Enterprises has agreed to indemnify Trump, pursuant to
an indemnification agreement (the "Trump Indemnification Agreement") for any
losses incurred by him pursuant to the Trump Guaranty by Trump in favor of the
TCW Lenders. Pursuant to the Trump Guaranty, Trump unconditionally and
irrevocably guarantees the full and punctual payment (whether as stated maturity
or acceleration) of THCR Management's obligations to pay principal, accrued
interest, fees and expenses under the Management Loan Agreement, including all
reasonable costs of collection and enforcement thereof and interest thereon
which would be owing by THCR Management. The Guaranteed Obligations, however,
shall be proportionally reduced from and after the date on which THCR Management
has made prepayments of the borrowed sums aggregating $1.0 million or more. See
"Business; Twenty-Nine Palms Band of Luiseno Mission Indians of California" and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations; Financial Condition -- Liquidity and Capital Resources; Twenty-Nine
Palms Band of Luiseno Mission Indians of California."
Pursuant to the Trump Indemnification Agreement, THCR Enterprises has
agreed to indemnify and hold harmless Trump, and his successors, assigns,
estate, heirs and personal representatives, against any and all losses, costs or
expenses (including, without limitation, any reasonable legal, accounting and
other expenses) incurred by Trump or any of his successors, assigns, estate,
heirs and/or personal representatives under the provisions of the Trump
Guaranty, including any payments made by Trump thereunder. The indemnity
obligation of THCR Enterprises is secured by a pledge of 2,127,500 shares of
Common Stock and a principal amount of $35.5 million of Senior Notes held by
THCR Enterprises. See "Business; Twenty-Nine Palms Band of Luiseno Mission
Indians of California" and "Management's Discussion and Analysis of Financial
Condition and Results of Operations; Financial Condition -- Liquidity and
Capital Resources; Twenty-Nine Palms Band of Luiseno Mission Indians of
California."
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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.
On October 31, 2001, THCR filed a Current Report on Form 8-K with the
Commission therein announcing that THCR was seeking to negotiate the terms of
THCR's and its subsidiaries' public debt and was withholding interest payments
thereon until such as discussions between THCR and the bondholders had
commenced. The following debt issues of THCR and its subsidiaries have been
affected: (i) the Senior Notes, (ii) The TAC Notes, (iii) the Castle Senior
Notes, (iv) the Castle Mortgage Notes and (v) the Castle Working Capital Loan.
See "Business; Recent Events"; "-Certain Indebtedness of THCR and Subsidiaries"
and "Management's Discussion and Analysis of Financial Condition and Results of
Operations."
THCR subsequently filed a Current Report on Form 8-K with the Commission
on November 28, 2001, therein announcing that THCR was making interest payments
within the applicable grace periods in the aggregate amount of approximately
$91.0 million on the overdue debt issues. See "Business; Recent Events";
"-Certain Indebtedness of THCR and Subsidiaries" and "Management's Discussion
and Analysis of Financial Condition and Results of Operations."
(c) Exhibits.
Exhibit No. Description of Exhibit
----------- ----------------------
2.1(12) Agreement, dated as of June 24, 1996, among Trump Hotels & Casino Resorts, Inc., Trump
Hotels & Casino Resorts Holdings, L.P., TC/GP, Inc., Trump's Castle Hotel & Casino, Inc.
and Donald J. Trump.
3.1(9) Amended and Restated Certificate of Incorporation of Trump Hotels & Casino Resorts, Inc.
3.2(9) Amended and Restated By-laws of Trump Hotels & Casino Resorts, Inc.
3.3(14) Amendment to the Amended and Restated Certificate of Incorporation of Trump Hotels &
Casino Resorts, Inc.
4.1(4) Mortgage Note Indenture, among Trump Plaza Funding, Inc., as issuer, Plaza Associates, as
guarantor, and First Bank National Association, as trustee.
4.2(4) Indenture of Mortgage, between Plaza Associates, as mortgagor, and Trump Plaza Funding,
Inc., as mortgagee.
4.3(4) Assignment Agreement between Trump Plaza Funding, Inc., and First Bank National
Association, as trustee.
4.4(4) Assignment of Operating Assets from Plaza Associates to Trump Plaza Funding, Inc.
4.5(4) Assignment of Leases and Rents from Plaza Associates to Trump Plaza Funding, Inc.
4.6(4) Indenture of Mortgage between Plaza Associates and First Bank National Association, as
trustee.
4.7(4) Assignment of Leases and Rents from Plaza Associates to First Bank National Association,
as trustee.
4.8(4) Assignment of Operating Assets from Plaza Associates to First Bank National Association,
as trustee.
4.9(4) Plaza Associates Note to Trump Plaza Funding, Inc.
4.10(4) Mortgage Note Certificate (included in Exhibit 4.1).
4.11(4) Pledge Agreement of Trump Plaza Funding, Inc., in favor and for the benefit of First Bank
National Association, as trustee.
4.12-4.16 Intentionally omitted.
4.17.1(9) Senior Secured Note Indenture between Trump Hotels & Casino Resorts Holdings, L.P. and
Trump Hotels & Casino Resorts Funding, Inc., as issuers, and First Bank National
Association, as trustee.
4.17.2(11) Supplemental Indenture by Trump Hotels & Casino Resorts Holdings, L.P. and Trump
Hotels & Casino Resorts Funding, Inc. with respect to their 15 1/2% Senior Secured Notes due 2005.
4.17.3(11) Second Supplemental Indenture by Trump Hotels & Casino Resorts Holdings, L.P. and
Trump Hotels & Casino Resorts Funding, Inc. with respect to their 15 1/2% Senior Secured
Notes due 2005.
4.17.4(20) Third Supplemental Indenture, dated August 1, 2000, by Trump Hotels & Casino Resorts
Holdings, L.P. and Trump Hotels & Casino Resorts Funding, Inc. with respect to their
15 1/2% Senior Secured Notes due 2005.
4.18(9) Senior Secured Note Certificate (included in Exhibit 4.17).
4.19.1(9) Pledge Agreement, dated June 12, 1995, from Trump Hotels & Casino Resorts Holdings, L.P. as pledgor to
First Bank National Association as collateral agent, on behalf of First Bank National Association in its
respective capacities as trustees.
4.19.2(9) Pledge Agreement, dated June 12, 1995, from Trump Hotels & Casino Resorts Holdings,
L.P. as pledgor to First Bank National Association as trustee.
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4.19.3(9) Pledge Agreement, dated June 12, 1995, from Trump Plaza Holding
Associates as pledgor to First Bank National Association as collateral
agent, on behalf of First Bank National Association in its respective
capacities as trustees.
4.19.4(9) Pledge Agreement, dated June 12, 1995, from Trump Plaza Holding, Inc.
as pledgor to First Bank National Association as collateral agent, on
behalf of First Bank National Association in its respective capacities
as trustees.
4.19.5(11) Pledge Agreement, dated April 17, 1996, from Trump Hotels & Casino Resorts Holdings,
L.P. as pledgor to First Bank National Association as Senior Note Trustee.
4.19.6(11) Pledge Agreement, dated April 17, 1996, from Trump Atlantic City
Associates as pledgor to First Bank National Association as Senior Note
Trustee.
4.19.7(11) Pledge Agreement, dated April 17, 1996, from Trump Atlantic City Holding, Inc. as pledgor
to First Bank National Association as Senior Note Trustee.
4.19.8(11) Pledge Agreement, dated April 17, 1996, from Trump Atlantic City
Corporation as pledgor to First Bank National Association as Senior
Note Trustee.
4.20(14) Pledge Agreement, dated as of October 7, 1996, by and between Trump Hotels & Casino
Resorts Holdings, L.P. and First Bank National Association, as trustee.
4.21(14) Pledge Agreement, dated as of October 7, 1996, by and between Trump's Castle Hotel &
Casino, Inc. and First Bank National Association, as trustee.
4.22-4.23 Intentionally omitted.
4.24(9) Cash Collateral and Disbursement Agreement, dated June 12, 1995, among First Bank
National Association, as disbursement agent, First Bank National Association, as trustee, and
Trump Hotels & Casino Resorts Holdings, L.P. and Trump Hotels & Casino Resorts
Funding, Inc., as issuers.
4.25(8) Certificate of Common Stock of Trump Hotels & Casino Resorts, Inc.
4.26(11) Indenture, dated April 17, 1996, among Trump Atlantic City Associates
and Trump Atlantic City Funding, Inc., as issuers, Plaza Associates,
Trump Taj Mahal Associates and The Trump Taj Mahal Corporation, as
guarantors, and First Bank National Association as trustee.
4.27(11) First Mortgage Note Certificate (included in Exhibit 4.26.1).
4.28.1(11) 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(11) Indenture of Mortgage and Security Agreement among Plaza Associates, as mortgagor, and
First Bank National Association, as collateral agent, as mortgagee.
4.29.1(11) 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(11) Assignment of Leases and Rents among Plaza Associates, as assignor, and
First Bank National Association, as collateral agent, as mortgagee.
4.30(11) Collateral Agency Agreement among First Bank National Association, as
collateral agent, 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(11) Warrants of Trump Hotels & Casino Resorts, Inc. issued to Donald J. Trump.
4.32(17) 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., Plaza Associates and
Trump Taj Mahal Associates, as guarantors, and U.S. Bank National Association, as trustee.
4.33(16) 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., Plaza Associates and Trump Taj
Mahal Associates as guarantors, and Donaldson, Lufkin & Jenrette
Securities Corporation, as initial purchaser.
4.34(18) 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., Plaza Associates and
Trump Taj Mahal Associates, as guarantors, and U.S. Bank National Association, as
trustee.
4.35(15) 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., Plaza Associates and
Trump Taj Mahal Associates, as guarantors, and Donaldson, Lufkin &
Jenrette Securities Corporation, as initial purchaser.
4.36(18) Indenture of Mortgage and Security Agreement dated as of December 10, 1997, by Plaza
Associates as mortgagor and U.S. Bank National Association (as Collateral Agent) as
mortgagee.
4.37(18) Indenture of Mortgage and Security Agreement dated as of December 10,
1997, by Trump Taj Mahal Associates as mortgagor and U.S. National
Association (as Collateral Agent) as mortgagee.
4.38(18) Assignment of Leases and Rents dated as of December 10, 1997, by Plaza Associates as
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assignor and U.S. Bank National Association (as Collateral Agent) as assignee.
4.39(18) Assignment of Leases and Rents dated as of December 10, 1997, by Trump Taj Mahal
Associates as assignor and U.S. Bank National Association (as Collateral Agent) as
assignee.
10.1-10.6 Intentionally omitted.
10.7(6) Employment Agreement between Plaza Associates and Barry Cregan.
10.8-10.2 Intentionally omitted.
10.28(1) Option Agreement, dated as of February 2, 1993, between Donald J. Trump and Plaza
Associates.
10.29 Intentionally omitted.
10.30(2) Amended and Restated Services Agreement between Plaza Associates and Trump Plaza
Management Corp.
10.31-10. Intentionally omitted.
10.33(3) Mortgage from Donald J. Trump, as nominee, to Albert Rothenberg and
Robert Rothenberg, dated October 3, 1983.
10.34 Intentionally omitted.
10.35.1(3) Mortgage from Plaza Associates to The Mutual Benefit Life Insurance Company, dated
October 5, 1990.
10.35.2(3) Collateral Assignment of Leases from Plaza Associates to The Mutual
Benefit Life Insurance Company, dated October 5, 1990.
10.36-10. Intentionally omitted.
10.38.1(5) Employment Agreement between Plaza Associates and Nicholas L. Ribis.
10.38.2(9) Employment Agreement between Trump Hotels & Casino Resorts Holdings, L.P. and
exhibits).
10.39.1(5) Severance Agreement between Plaza Associates and Robert M. Pickus.
10.39.2(1) Employment Contract, dated July 7, 1995, between Trump Hotels & Casino Resorts
Holdings, L.P. and Robert M. Pickus.
10.40(7) Employment Agreement, dated as of February 7, 1995, between Plaza Associates and
Kevin S. Smith.
10.41(7) Employment Agreement between Plaza Associates and James A. Rigot.
10.42(7) Option and Right of First Offer Agreement between Plaza Associates and Missouri
Boardwalk Inc., dated June 24, 1993.
10.43(7) Lease between Donald J. Trump and Missouri Boardwalk Inc., dated June 24, 1993.
10.44(7) Sublease between Donald J. Trump and Missouri Boardwalk Inc., dated June 24, 1993.
10.45 Intentionally omitted.
10.46.1(9) Executive Agreement among Donald J. Trump, Trump Hotels & Casino Resorts, Inc. and
Trump Hotels & Casino Resorts Holdings, L.P.
10.46.2(1) Amendment to Executive Agreement, dated as of May 16, 1996, by and among Donald J.
Trump, Trump Hotels & Casino Resorts, Inc. and Trump Hotels & Casino Resorts
Holdings, L.P.
10.46.3(2) Second Amendment to Executive Agreement, dated October 2000, by and among Donald
J. Trump, Trump Hotels & Casino Resorts, Inc. and Trump Hotels & Casino Resorts
Holdings, L.P.
10.47.1(9) 1995 Stock Incentive Plan of Trump Hotels & Casino Resorts, Inc.
10.47.2(1) Amendment No. 1 to Trump Hotels & Casino Resorts, Inc. 1995 Stock Incentive Plan.
10.50(8) Acquisition Agreement, dated April 27, 1995, between Trump Oceanview, Inc. and The
New Jersey Sports and Exposition Authority.
10.51.1(8) Amended and Restated Partnership Agreement of Trump Hotels & Casino Resorts
Holdings, L.P.
10.51.2(11) Second Amended and Restated Agreement of Limited Partnership of Trump Hotels &
Casino Resorts Holdings,
10.51.3(1) Third Amended and Restated Agreement of Limited Partnership of Trump Hotels &
Casino Resorts Holdings, L.P., dated as of October 7, 1996.
10.52.1(9) Exchange and Registration Rights Agreement, dated June 12, 1995, between Trump Hotels
& Casino Resorts, Inc. and Donald J. Trump.
10.52.2(11) Amended and Restated Exchange and Registration Rights Agreement, dated April 17, 1996,
among Trump Hotels & Casino Resorts, Inc., Donald J. Trump and Trump Casinos, Inc.
10.52.3(14) Second Amended and Restated Exchange and Registration Rights Agreement among
Donald J. Trump, Trump Casinos, Inc., Trump Casinos II, Inc. and Trump Hotels & Casino
Resorts, Inc., dated as of October 7, 1996.
10.53.1(9) Contribution Agreement, dated June 12, 1995, between Trump Hotels & Casino Resorts
Holdings, L.P. and Donald J. Trump.
10.53.2(11) 1996 Contribution Agreement among Trump Hotels & Casino Resorts Holdings, L.P.,
Donald J. Trump, THCR/LP Corporation (formerly known as TM/GP Corporation) and
Trump Casinos, Inc. (formerly known as Trump Taj Mahal, Inc.).
10.54.1(9) Trademark License Agreement, dated June 12, 1995, between Donald J. Trump and Trump
Hotels & Casino Resorts, Inc.
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10.54.2(11) Amendment to Trademark License Agreement, dated April 17, 1996, between Donald J.
Trump and Trump Hotels & Casino Resorts, Inc.
10.55.1(9) Trademark Security Agreement, dated June 12, 1995, between Trump Hotels & Casino
Resorts, Inc. and Donald J. Trump.
10.55.2(11) Amendment to Trademark Security Agreement, dated April 17, 1996, between Donald J.
Trump and Trump Hotels & Casino Resorts, Inc.
10.56(8) Agreement of Sublease between Donald J. Trump and Time Warner Entertainment
Company, L.P., as amended.
10.57-10. Intentionally omitted.
10.59(10) First Amended and Restated Operating Agreement of Buffington Harbor Riverboat, L.L.C.
by and between Trump Indiana, Inc. and Barden-Davis Casinos, L.L.C., dated as of
October 31, 1995.
10.60.1(10) Loan and Security Agreement, by and between Debis Financial Services, Inc. and Trump
Indiana, Inc., dated August 30, 1995.
10.60.2(10) Amendment Agreement to Loan and Security Agreement, by and between Debis Financial
Services, Inc. and Trump Indiana, Inc., dated as of October 25, 1995.
10.61(10) Voting Agreement between Donald J. Trump and Trump Hotels & Casino Resorts, Inc.,
dated January 8, 1996.
10.63(11) Third Amended and Restated Partnership Agreement of Plaza Associates.
10.64(11) Amended and Restated Partnership Agreement of Trump Atlantic City Associates.
10.65.1(13) Services Agreement, dated as of July 8, 1996, among Plaza Associates, Trump Taj Mahal
Associates and Trump Casino Services, L.L.C.
10.65.2(14) Amended and Restated Services Agreement, dated as of October 23, 1996, by and among
Plaza Associates, Trump Taj Mahal Associates, Trump's Castle Associates, L.P. and
Trump Casino Services, L.L.C.
10.66(13) Thermal Energy Service Agreement, dated as of June 30, 1996, by and between Atlantic
Jersey Thermal Systems, Inc. and Trump Taj Mahal Associates.
10.67.1(14) Amendment to the Second Amended and Restated Partnership Agreement of
Trump's Castle Associates, dated as of October 7,1996.
10.67.2(14) Third Amended and Restated Partnership Agreement of Trump's Castle Associates, L.P.,
dated as of October 7, 1996.
10.68(14) Registration Agreement among Donald J. Trump, Trump Casinos, Inc., Trump Casinos II,
Inc., Trump Hotels & Casino Resorts, Inc. and Donaldson Lufkin & Jenrette, Inc., dated as
of October 7, 1996.
10.69(14) Thermal Energy Service Agreement, dated as of September 26, 1996, by and between
Atlantic Jersey Thermal Systems, Inc. and Plaza Associates.
10.70(19) Employment Agreement, dated May 3, 1996, between Trump Hotels & Casinos Resorts
Holdings, L.P. and Joseph A. Fusco.
10.71(19) Promissory Note of Nicholas L. Ribis in favor of Trump Hotels & Casino Resorts
Holdings, L.P., dated December 4,1996.
10.72(20) 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.
10.73(20) 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.
10.74(20) 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.
10.75(20) 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.
10.76(20) 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.
10.77(21) Term Loan Agreement, dated March 30, 2001, between Trump Indiana, Inc. and Firstar Bank, N.A.
10.78(21) First Preferred Ship Mortgage, dated April 18, 2001, by Trump Indiana, Inc. and Firstar Bank, N.A.
10.79(21) Parking Lease, dated June 19, 2001, between Buffington Harbor Parking Associates, LLC, as lessor,
and Trump Indiana, Inc., as lessee.
10.80 Agreement and Plan of Merger, dated as of December 27, 2000, between
Trump Taj Mahal Associates and Trump Casino Services, L.L.C.
10.81 Loan Agreement, dated as of November 2, 2001, among THCR Management
Services, LLC, TCW Leveraged Income Trust, L.P., TCW Leveraged Income
Trust II, L.P. and TCW Leveraged Income Trust IV, L.P.
10.82 Indemnity Agreement, dated as of November 2, 2001, by THCR Enterprises LLC in favor of Donald J.
Trump.
10.83 Guaranty, dated as of November 2, 2001, by Donald J. Trump in favor of certain lenders.
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10.84 Subordination Agreement, dated as of October 17, 2001, by THCR Management
Services, LLC in favor of certain lenders.
21.1 List of Subsidiaries of Trump Hotels & Casino Resorts, Inc., Trump Hotels
& Casino Resorts Holdings, L.P. and Trump Hotels & Casino Resorts Funding,
Inc.
99.1 Letter, dated March 29, 2002, from Trump Hotels & Casino Resorts, Inc. to
the Securities and Exchange Commission pursuant to Temporary Note 3T to
Article 3 of Regulation S-X.
(1) 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.
(2) Previously filed in the Registration Statement on Form S-1, Registration
No. 33-58608, of Trump Atlantic City Associates (formerly Trump Plaza
Holding Associates) and incorporated by reference herein.
(3) 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.
(4) 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).
(5) 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.
(6) Incorporated herein by reference to the identically numbered Exhibit in
the Quarterly Report on Form 1O-Q of Trump Plaza Funding, Inc. for the
quarter ended September 30, 1994.
(7) 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.
(8) Incorporated herein by reference to the identically numbered Exhibit to
the Registration Statement on Form S-1, Registration No. 33-90784, of
Trump Hotels & Casino Resorts, Inc.
(9) 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.
(10) Incorporated by reference to the identically numbered Exhibit in the
Registration Statement on Form S-1, Registration No. 333-639, of Trump
Hotels & Casino Resorts, Inc.
(11) Incorporated herein by reference to the identically numbered Exhibit in
the Quarterly Report on Form 10-Q of Trump Hotels & Casino Resorts, Inc.
for the quarter ended March 31, 1996.
(12) Incorporated herein by reference to the Exhibit to the Current Report on
Form 8-K of Trump Hotels & Casino Resorts, Inc., dated June 25, 1996.
(13) Incorporated herein by reference to the identically numbered Exhibit in
the Quarterly Report on Form 10-Q of Trump Hotels & Casino Resorts, Inc.
for the quarter ended June 30, 1996.
(14) Incorporated herein by reference to the identically numbered Exhibit in
the Quarterly Report on Form 10-Q of Trump Hotels & Casino Resorts, Inc.
for the quarter ended September 30, 1996.
(15) 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.
(16) 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.
(17) 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.
(18) 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.
(19) Incorporated herein by reference to the identically numbered Exhibit to
the Annual Report on Form 10-K of
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Trump Hotels & Casino Resorts, Inc. for the year ended December 31, 1996.
(20) Incorporated herein by reference to the identically numbered Exhibit to
the Annual Report on Form 10-K of Trump Hotels & Casino Resorts, Inc. for
the year ended December 31, 2000.
(21) Incorporated herein by reference to the identically numbered Exhibit to
the Quarterly Report on Form 10-Q of Trump Hotels & Casino Resorts, Inc.
for the quarter ended June 30, 2001.
(d) Financial Statement Schedules. See "Financial Statements and Supplementary
Data; Index to Financial Statements and Financial Statement Schedules" for a
list of the financial statement schedules included in this Annual Report.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
TRUMP HOTELS & CASINO RESORTS, INC.
By: /s/ DONALD J. TRUMP
-------------------
Donald J. Trump
Title: President and Chief Executive Officer
Date: March 29, 2002
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:
Signature Title Date
--------- ----- ----
/S/ DONALD J. TRUMP Chairman of the Board of Directors, March 29, 2002
------------------- President and Chief Executive Officer
Donald J. Trump (principal executive officer)
/S/ FRANCIS X. MCCARTHY, JR. Executive Vice President of Corporate March 29, 2002
----------------------------- Finance and Chief Financial Officer
Francis X. McCarthy, Jr. (principal financial officer)
/S/ WALLACE B. ASKINS Director March 29, 2002
---------------------
Wallace B. Askins
/S/ PETER M. RYAN Director March 29, 2002
-----------------
Peter M. Ryan
/S/ DON M. THOMAS Director March 29, 2002
-----------------
Don M. Thomas
/S/ ROBERT J. MCGUIRE Director March 29, 2002
---------------------
Robert J. McGuire
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
TRUMP HOTELS & CASINO
RESORTS HOLDINGS, L.P.
By: Trump Hotels & Casinos Resorts, Inc.,
as General Partner
By: /S/ DONALD J. TRUMP
----------------------------
Donald J. Trump
Title: President and Chief Executive Officer
Date: March 29, 2002
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:
Signature Title Date
--------- ----- ----
/S/ DONALD J. TRUMP Chairman of the Board of Directors, March 29, 2002
------------------- President and Chief Executive Officer
Donald J. Trump (principal executive officer)
/S/ FRANCIS X. MCCARTHY, JR. Executive Vice President of Corporate March 29, 2002
----------------------------- Finance and Chief Financial Officer
Francis X. McCarthy, Jr. (principal financial officer)
/S/ WALLACE B. ASKINS Director March 29, 2002
---------------------
Wallace B. Askins
/S/ PETER M. RYAN Director March 29, 2002
-----------------
Peter M. Ryan
/S/ DON M. THOMAS Director March 29, 2002
-----------------
Don M. Thomas
/S/ ROBERT J. MCGUIRE Director March 29, 2002
---------------------
Robert J. McGuire
-75-
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
TRUMP HOTELS & CASINO RESORTS
FUNDING, INC.
By: /S/ DONALD J. TRUMP
--------------------------
Donald J. Trump
Title: President and Chief Executive Officer
Date: March 29, 2002
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:
Signature Title Date
--------- ----- ----
/S/ DONALD J. TRUMP Chairman of the Board of Directors, March 29, 2002
------------------- President and Chief Executive Officer
Donald J. Trump (principal executive officer)
/S/ FRANCIS X. MCCARTHY, JR. Executive Vice President of Corporate March 29, 2002
----------------------------- Finance and Chief Financial Officer
Francis X. McCarthy, Jr. (principal financial officer)
/S/ WALLACE B. ASKINS Director March 29, 2002
---------------------
Wallace B. Askins
/S/ PETER M. RYAN Director March 29, 2002
-----------------
Peter M. Ryan
/S/ DON M. THOMAS Director March 29, 2002
-----------------
Don M. Thomas
/S/ ROBERT J. MCGUIRE Director March 29, 2002
---------------------
Robert J. McGuire
-76-
INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
Page
Trump Hotels & Casino Resorts, Inc.
Report of Independent Public Accountants ....................................................................... F-2
Consolidated Balance Sheets as of December 31, 2000 and 2001.................................................... F-3
Consolidated Statements of Operations for the years ended December 31, 1999, 2000 and 2001...................... F-4
Consolidated Statements of Stockholders' Equity for the years ended December 31, 1999, 2000 and 2001............ F-5
Consolidated Statements of Cash Flows for the years ended December 31, 1999, 2000 and 2001...................... F-6
Trump Hotels & Casino Resorts Holdings, L.P.
Report of Independent Public Accountants ....................................................................... F-7
Consolidated Balance Sheets as of December 31, 2000 and 2001 ................................................... F-8
Consolidated Statements of Operations for the years ended December 31, 1999, 2000 and 2001...................... F-9
Consolidated Statements of Partners' Capital for the years ended December 31, 1999, 2000 and 2001...............F-10
Consolidated Statements of Cash Flows for the years ended December 31, 1999, 2000 and 2001......................F-11
Notes to Consolidated Financial Statements of Trump Hotels & Casino Resorts, Inc. and Trump Hotels &
Casino Resorts Holdings, L.P. ..................................................................................F-12
Financial Statement Schedules
Reports of Independent Public Accountants ...................................................................... S-1
Schedule II--Trump Hotels & Casino Resorts, Inc. and Trump Hotels & Casino Resorts Holdings, L.P.
Valuation and Qualifying Accounts for the years ended December 31, 1999, 2000 and 2001.......................... S-3
F-1
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Trump Hotels & Casino Resorts, Inc.:
We have audited the accompanying consolidated balance sheets of Trump Hotels &
Casino Resorts, Inc. and subsidiaries (a Delaware corporation) as of December
31, 2000 and 2001, and the related consolidated statements of operations,
stockholders' equity and cash flows for each of the three years in the period
ended December 31, 2001. These consolidated financial statements are the
responsibility of the management of Trump Hotels & Casino Resorts, Inc. 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 Hotels & Casino Resorts,
Inc. and subsidiaries as of December 31, 2000 and 2001, and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 2001, in conformity with accounting principles generally accepted
in the United States.
ARTHUR ANDERSEN LLP
Roseland, New Jersey
March 13, 2002
F-2
TRUMP HOTELS & CASINO RESORTS, INC.
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2000 and 2001
(in thousands, except share data)
ASSETS 2000 2001
----------- -----------
CURRENT ASSETS:
Cash & cash equivalents ............................................................ $ 95,429 $ 119,173
Trade receivables, net of allowances for doubtful accounts of $15,376 and
$18,589, respectively (Note 2) 42,498 42,454
Accounts receivable, other (Note 2) ................................................ 10,217 4,874
Inventories ........................................................................ 12,324 11,658
Due from Affiliates (Note 7) ....................................................... 2,687 215
Prepaid expenses and other current assets .......................................... 9,941 9,120
----------- -----------
Total current assets ....................................................... 173,096 187,494
----------- -----------
INVESTMENT IN BUFFINGTON HARBOR, L.L.C. (Note 2) .......................................... 36,585 33,889
INVESTMENT IN TRUMP'S CASTLE PIK NOTES (Note 3) ........................................... 90,101 105,940
PROPERTY AND EQUIPMENT (Notes 2 and 3):
Land and land improvements ......................................................... 264,886 264,903
Buildings and building improvements ................................................ 1,699,499 1,716,224
Riverboat .......................................................................... 33,581 33,960
Furniture, fixtures and equipment .................................................. 298,881 327,240
Leasehold improvements ............................................................. 2,524 13,409
Construction in progress ........................................................... 17,483 11,470
----------- -----------
2,316,854 2,367,206
Less--accumulated depreciation and amortization .................................... (501,786) (569,719)
----------- -----------
Net property and equipment ................................................. 1,815,068 1,797,487
----------- -----------
DEFERRED BOND AND LOAN ISSUANCE COSTS, net of accumulated amortization of
$34,227 and $40,539, respectively (Note 2) ......................................... 23,273 21,129
OTHER ASSETS (Note 2) ..................................................................... 61,190 73,727
----------- -----------
Total assets ............................................................... $ 2,199,313 $ 2,219,666
=========== ===========
LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current maturities of long-term debt (Note 3) ......................................... $ 27,021 $ 20,218
Accounts payable ...................................................................... 55,351 56,603
Accrued payroll ....................................................................... 29,630 25,841
Accrued interest payable .............................................................. 29,967 38,580
Due to affiliates (Note 7) ............................................................ 162 232
Other accrued expenses ................................................................ 35,261 31,617
Self insurance reserves (Note 5) ...................................................... 11,968 8,882
Other current liabilities ............................................................. 15,429 21,099
----------- -----------
Total current liabilities ....................................................... 204,789 203,072
NON-CURRENT LIABILITIES:
Long-term debt, net of current maturities (Note 3) .................................... 1,827,023 1,881,636
Other long-term liabilities ........................................................... 25,455 33,191
----------- -----------
Total liabilities ............................................................... 2,057,267 2,117,899
----------- -----------
MINORITY INTEREST ......................................................................... 26,897 12,304
COMMITMENTS AND CONTINGENCIES (Notes 5 and 8)
STOCKHOLDERS' EQUITY
Preferred Stock, $1.00 par value, 1,000,000 shares authorized, none issued
and outstanding in 1999 and 2000, respectively ..................................... -- --
Common Stock, $.01 par value, 75,000,000 shares authorized, 24,206,756
issued; 22,010,027 outstanding in 2000 and 2001 respectively ....................... 242 242
Class B Common Stock, $.01 par value, 1,000 shares authorized, issued and
outstanding in 2000 and 2001, respectively ......................................... -- --
Additional paid-in capital ............................................................ 455,645 455,645
Accumulated deficit ................................................................... (320,538) (345,850)
Accumulated other comprehensive loss (Note 3) ......................................... -- (374)
Less--treasury stock, 2,196,729 shares of THCR common stock at cost (Note 5) ......... (20,200) (20,200)
----------- -----------
Total stockholders' equity ...................................................... 115,149 89,463
----------- -----------
Total liabilities & stockholders' equity ........................................ $ 2,199,313 $ 2,219,666
=========== ===========
The accompanying notes to financial statements are an integral part of these
consolidated balance sheets.
F-3
TRUMP HOTELS & CASINO RESORTS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1999, 2000 and 2001
(in thousands, except share data)
1999 2000 2001
--------------- ---------------- ----------------
REVENUES:
Gaming (Note 2)............................................$ 1,275,829 $ 1,245,014 $ 1,239,530
Rooms ..................................................... 93,491 81,411 82,109
Food and beverage ......................................... 144,103 136,492 130,854
Other (Note 11)............................................ 62,460 40,756 37,800
--------------- ---------------- ----------------
Gross revenues ..................................... 1,575,883 1,503,673 1,490,293
Less--Promotional allowances (Note 2)..................... 302,925) (289,906) (286,904)
--------------- ---------------- ----------------
Net Revenues ....................................... 1,272,958 1,213,767 1,203,389
--------------- ---------------- ----------------
COSTS AND EXPENSES:
Gaming (Note 2)............................................ 670,350 632,406 615,843
Rooms...................................................... 34,916 31,843 30,689
Food and beverage ......................................... 53,340 46,329 44,540
General and administrative ................................ 292,288 282,194 258,953
Depreciation and amortization ............................. 83,323 77,231 73,870
Trump World's Fair closing (Note 12)....................... 123,959 814 --
--------------- ---------------- ----------------
1,258,176 1,070,817 1,023,895
--------------- ---------------- ----------------
Income from operations ............................. 14,782 142,950 179,494
--------------- ---------------- ----------------
NON-OPERATING INCOME AND (EXPENSE): (Note 4)
Interest income............................................ 7,102 7,327 3,772
Interest expense .......................................... (222,668) (220,217) (220,633)
Other non-operating expense, net .......................... (1,501) ( 653) 270
--------------- ---------------- ----------------
(217,067) (213,543) (216,591)
--------------- ---------------- ----------------
Loss before equity in loss from Buffington Harbor, L.L.C.,
minority interest, cumulative effect of change in
accounting principle, and extraordinary item ................. (202,285) (70,593) (37,097)
Equity in loss from Buffington Harbor, L.L.C.................. (3,008) (3,134) (2,808)
Minority interest ............................................ 75,076 26,962 14,593
Cumulative effect of change in accounting principle,
net of minority interest (Note 2) ........................ (3,565) -- --
Extraordinary gain, net of minority interest (Note 3)......... -- 9,453 --
--------------- ---------------- ----------------
Net Loss .....................................................$ (133,782) $ (37,312) $ (25,312)
=============== ================ ================
SHARE DATA:
Basic and diluted loss per share before cumulative effect
of change in accounting principle and extraordinary item $ (5.87) $ (2.12) $ (1.15)
Cumulative effect of change in accounting principle........... (.16) -- --
Extraordinary item............................................ -- .43 --
--------------- ---------------- ----------------
Basic and diluted loss per share .............................$ (6.03) $ (1.69) $ (1.15)
=============== ================ ================
Weighted average number of shares outstanding ................ 22,178,878 22,041,048 22,010,027
=============== ================ ================
The accompanying notes to financial statements are an integral part of these
consolidated balance sheets.
F-4
TRUMP HOTELS & CASINO RESORTS, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1999, 2000 and 2001
(in thousands, except share data)
Accumulated
Common Additional Other
Stock Paid In Accumulated Comprehensive Treasury Stockholders
Amount Capital Deficit Loss Stock Equity
------- ----------- ------------ ----------- ------------ -------------
Balance, December 31, 1998 ...................... $ 242 $ 455,645 $ (149,444) $ -- $ (19,535) $ 286,908
Purchase of treasury stock, 116,000 shares of
THCR Common Stock, at cost .................. -- -- -- -- (462) (462)
Net Loss ........................................ -- -- (133,782) -- -- (133,782)
------- ----------- ------------ ---------- ------------- ------------
Balance, December 31, 1999 ...................... 242 455,645 (283,226) -- (19,997) 152,664
Receipt of treasury stock, 69,229 shares of
THCR Common Stock in satisfaction of
debt ........................................ -- -- -- -- (203) (203)
Net Loss ........................................ -- -- (37,312) -- -- (37,312)
------- ----------- ------------ ---------- ------------- ------------
Balance, December 31, 2000 ...................... 242 455,645 (320,538) -- (20,200) 115,149
Net Loss ........................................ -- -- (25,312) -- -- (25,312)
Change in value of interest rate swap
(Note 3) ................................... -- -- -- (374) -- (374)
------------
Total comprehensive loss .................... (25,686)
------- ----------- ------------ ---------- ------------- ------------
Balance, December 31, 2001 $ 242 $ 455,645 $ (345,850) $ (374) $ (20,200) $ 89,463
======= =========== ============ ========== ============= ============
At December 31, 1998, 1999, 2000 and 2001, there were 24,206,756 shares of
Common Stock issued and 1,000 shares of Class B Common Stock issued.
The accompanying notes to financial statements are an integral part of these
consolidated balance sheets.
F-5
TRUMP HOTELS & CASINO RESORTS, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1999, 2000 and 2001
(in thousands, except share data)
Accumulated
Common Additional Other
Stock Paid In Accumulated Comprehensive Treasury Stockholders
Amount Capital Deficit Loss Stock Equity
------- ----------- ------------ ----------- ------------ -------------
Balance, December 31, 1998 ...................... $ 242 $ 455,645 $ (149,444) $ -- $ (19,535) $ 286,908
Purchase of treasury stock, 116,000 shares of
THCR Common Stock, at cost .................. -- -- -- -- (462) (462)
Net Loss ........................................ -- -- (133,782) -- -- (133,782)
------- ----------- ------------ ---------- ------------- ------------
Balance, December 31, 1999 ...................... 242 455,645 (283,226) -- (19,997) 152,664
Receipt of treasury stock, 69,229 shares of
THCR Common Stock in satisfaction of
debt ........................................ -- -- -- -- (203) (203)
Net Loss ........................................ -- -- (37,312) -- -- (37,312)
------- ----------- ------------ ---------- ------------- ------------
Balance, December 31, 2000 ...................... 242 455,645 (320,538) -- (20,200) 115,149
Net Loss ........................................ -- -- (25,312) -- -- (25,312)
Change in value of interest rate swap
(Note 3) ................................... -- -- -- (374) -- (374)
------------
Total comprehensive loss .................... (25,686)
------- ----------- ------------ ---------- ------------- ------------
Balance, December 31, 2001 $ 242 $ 455,645 $ (345,850) $ (374) $ (20,200) $ 89,463
======= =========== ============ ========== ============= ============
At December 31, 1998, 1999, 2000 and 2001, there were 24,206,756 shares of
Common Stock issued and 1,000 shares of Class B Common Stock issued.
The accompanying notes to financial statements are an integral part of these
consolidated financial statements.
F-5
TRUMP HOTELS & CASINO RESORTS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1999, 2000 AND 2001
(in thousands)
1999 2000 2001
------------- -------------- ---------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss .......................................................$ (133,782) $ ( 37,312) $ (25,312)
Adjustments to reconcile net loss to net cash flows provided
by operating activities:
Non Cash Charges:
Issuance of debt in satisfaction of accrued interest ...... 13,281 15,188 17,368
Interest income Castle-PIK notes ........................ (12,113) (13,851) (15,839)
Extraordinary gain, net of minority interest ............ -- (9,453) --
Cumulative effect of accounting change .................. 3,565 -- --
Depreciation and amortization ........................... 83,323 77,231 73,870
Minority interest in net loss ........................... (75,076) (26,962) (14,593)
Accretion of discount on mortgage notes and
amortization of loan costs ......................... 12,203 12,028 12,833
Provisions for losses on receivables .................... 25,434 6,857 7,490
Equity in loss of Buffington Harbor L.L.C. .............. 3,008 3,134 2,808
Valuation allowance of CRDA investments and
amortization of Indiana gaming costs ............... 9,414 14,275 6,237
(Gain) loss on disposition of fixed assets .............. (460) 1,509 (448)
Gain on property received upon lease termination ........ (17,200) -- --
Write-off net book value of Trump World's Fair .......... 97,221 -- --
Increase in receivables ................................. (2,231) (11,791) (2,103)
(Increase) decrease in inventories ...................... (257) 736 665
(Increase) decrease in due from affiliates .............. (269) 24,640 2,542
Decrease (increase) in other current assets ............. 4,719 (1,166) 1,154
Decrease (increase) in other assets ..................... 5,203 (2,136) (8,242)
Increase (decrease) in accounts payable, accrued
expenses, and other current liabilities ............ 27,830 1,291 (6,047)
(Decrease) increase in accrued interest payable ......... (78) (334) 8,613
(Decrease) increase in other long-term liabilities ..... (6) 17 (7,172)
------------ -------------- ---------------
Net cash flows provided by operating activities ..... 43,729 53,901 53,824
------------ -------------- ---------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment, net ........................ (31,671) (20,742) (14,854)
Restricted cash ................................................ 2,523 -- --
Purchase of CRDA investments, net .............................. (14,328) (14,208) (14,045)
Investment in Buffington Harbor L.L.C. ......................... (428) (1,534) (112)
Proceeds from disposition of property .......................... 4,502 -- --
------------ -------------- ---------------
Net cash flows used in investing activities .......... (39,402) (36,484) (29,011)
------------ -------------- ---------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Purchase of treasury stock ..................................... (462) -- --
Debt issuance costs ............................................ -- (301) (4,168)
Debt payments .................................................. (14,596) (33,691) (35,401)
Proceeds from borrowings ....................................... -- 7,978 38,500
------------ -------------- ---------------
Net cash flows used in financing activities .......... (15,058) (26,014) (1,069)
------------ -------------- ---------------
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS ............... (10,731) (8,597) 23,744
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD ................... 114,757 104,026 95,429
------------ -------------- ---------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD ......................... $ 104,026 $ 95,429 $ 119,173
============ ============== ===============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for interest......................... $ 209,699 $ 209,166 $ 197,324
Equipment purchased under capital leases....................... 14,275 8,315 20,446
Receipt of THCR Common Stock in satisfaction of debt........... -- 203 --
Accumulated other comprehensive loss .......................... -- -- 374
The accompanying notes to financial statements are an integral
part of these consolidated financial statements
F-6
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Trump Hotels & Casino Resorts Holdings, L.P.:
We have audited the accompanying consolidated balance sheets of Trump
Hotels & Casino Resorts Holdings, L.P. and subsidiaries (a Delaware limited
partnership) as of December 31, 2000 and 2001, and the related consolidated
statements of operations, partners' capital and cash flows for each of the three
years in the period ended December 31, 2001. These consolidated financial
statements are the responsibility of the management of Trump Hotels & Casino
Resorts Holdings, L.P. 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 Hotels & Casino
Resorts Holdings, L.P. as of December 31, 2000 and 2001, and the results of
their operations and their cash flows for each of the three years in the period
ended December 31, 2001, in conformity with accounting principles generally
accepted in the United States.
ARTHUR ANDERSEN LLP
Roseland, New Jersey
March 13, 2002
F-7
TRUMP HOTELS & CASINO RESORTS HOLDINGS, L.P.
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2000 and 2001
(in thousands)
ASSETS 2000 2001
----------- -----------
CURRENT ASSETS:
Cash & cash equivalents .......................................................... $ 95,425 $ 119,169
Trade receivables, net of allowances for doubtful accounts of $15,376 and $18,589,
respectively (Note 2) ......................................................... 42,498 42,454
Accounts receivable, other (Note 2) .............................................. 10,217 4,874
Inventories ...................................................................... 12,324 11,658
Due from affiliates (Note 7) ..................................................... 2,687 215
Prepaid expenses and other current assets ........................................ 9,941 9,120
----------- -----------
Total current assets ....................................................... 173,092 187,490
----------- -----------
INVESTMENT IN BUFFINGTON HARBOR L.L.C. (Note 2) ...................................... 36,585 33,889
INVESTMENT IN TRUMP'S CASTLE PIK NOTES (Note 3) ...................................... 90,101 105,940
PROPERTY AND EQUIPMENT (Notes 2 and 3):
Land and land improvements ....................................................... 264,886 264,903
Buildings and building improvements .............................................. 1,699,499 1,716,224
Riverboat ........................................................................ 33,581 33,960
Furniture, fixtures and equipment ................................................ 298,881 327,240
Leasehold improvements ........................................................... 2,524 13,409
Construction in progress ......................................................... 17,483 11,470
----------- -----------
2,316,854 2,367,206
Less--accumulated depreciation and amortization .................................. (501,786) (569,719)
----------- -----------
Net property and equipment ................................................. 1,815,068 1,797,487
----------- -----------
DEFERRED BOND AND LOAN ISSUANCE COSTS, net of accumulated amortization of $34,227 and
$40,539, respectively (Note 2) ................................................... 23,273 21,129
OTHER ASSETS (Note 2) ................................................................ 61,190 73,727
----------- -----------
Total assets ............................................................... $ 2,199,309 2,219,662
=========== ===========
LIABILITIES & PARTNERS' CAPITAL
CURRENT LIABILITIES:
Current maturities of long-term debt (Note 3) .................................... $ 27,021 $ 20,218
Accounts payable ................................................................. 55,351 56,603
Accrued payroll .................................................................. 29,630 25,841
Accrued interest payable ......................................................... 29,967 38,580
Due to affiliates (Note 7) ....................................................... 162 232
Other accrued expenses ........................................................... 35,261 31,617
Self insurance reserves (Note 5) ................................................. 11,968 8,882
Other current liabilities ........................................................ 15,429 21,099
----------- -----------
Total current liabilities .................................................. 204,789 203,072
NON-CURRENT LIABILITIES:
Long-term debt, net of current maturities (Note 3) ............................... 1,827,023 1,881,636
Other long-term liabilities ...................................................... 25,455 33,191
----------- -----------
Total liabilities .......................................................... 2,057,267 2,117,899
----------- -----------
COMMITMENTS AND CONTINGENCIES (Notes 5 and 8)
PARTNERS' CAPITAL
Partners' capital ................................................................ 652,503 652,503
Accumulated deficit .............................................................. (490,261) (530,166)
Accumulated other comprehensive loss (Note 3) .................................... -- (374)
Less--stock of THCR .............................................................. (20,200) (20,200)
----------- -----------
Total partners' capital .................................................... 142,042 101,763
----------- -----------
Total liabilities & partners' capital ...................................... $ 2,199,309 $ 2,219,662
=========== ===========
The accompanying notes to financial statements are an integral
part of these consolidated balance sheets
F-8
TRUMP HOTELS & CASINO RESORTS HOLDINGS, L.P.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1999, 2000 and 2001
(in thousands)
1999 2000 2001
REVENUES:
Gaming (Note 2) ..................................................... $ 1,275,829 $ 1,245,014 $ 1,239,530
Rooms ............................................................... 93,491 81,411 82,109
Food and beverage ................................................... 144,103 136,492 130,854
Other (Note 11) ..................................................... 62,460 40,756 37,800
----------- ----------- -----------
Gross revenues ............................................... 1,575,883 1,503,673 1,490,293
Less--Promotional allowances (Note 2) ............................... (302,925) (289,906) (286,904)
----------- ----------- -----------
Net revenues ................................................. 1,272,958 1,213,767 1,203,389
----------- ----------- -----------
COSTS AND EXPENSES:
Gaming (Note2) ...................................................... 670,350 632,406 615,843
Rooms ............................................................... 34,916 31,843 30,689
Food and beverage ................................................... 53,340 46,329 44,540
General and administrative .......................................... 292,288 282,194 258,953
Depreciation and amortization ....................................... 83,323 77,231 73,870
Trump World's Fair closing (Note 12) ................................ 123,959 814 --
----------- ----------- -----------
1,258,176 1,070,817 1,023,895
----------- ----------- -----------
Income from operations ....................................... 14,782 142,950 179,494
----------- ----------- -----------
NON-OPERATING INCOME (EXPENSE): (NOTE 4)
Interest income ..................................................... 7,102 7,327 3,772
Interest expense .................................................... (222,668) (220,217) (220,633)
Other non-operating expense, net .................................... (1,501) (653) 270
----------- ----------- -----------
(217,067) (213,543) (216,591)
----------- ----------- -----------
Loss before equity in loss from Buffington Harbor, L.L.C., cumulative
effect of change in accounting principle and extraordinary item . (202,285) (70,593) (37,097)
Equity in loss from Buffington Harbor, L.L.C. ....................... (3,008) (3,134) (2,808)
Cumulative effect of change in accounting principle (Note 2) ........ (5,620) -- --
Extraordinary item (Note 3) ......................................... -- 14,903 --
----------- ----------- -----------
Net Loss ............................................................ $ (210,913) $ (58,824) $ (39,905)
=========== =========== ===========
The accompanying notes to financial statements are an integral
part of these consolidated financial statements
F-9
TRUMP HOTELS & CASINO RESORTS HOLDINGS, L.P.
CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL
FOR THE YEARS ENDED DECEMBER 31, 1998, 1999 and 2000
(in thousands)
Accumulated
Other THCR
Partners' Accumulated Comprehensive Common
Capital Deficit Loss Stock Total
--------- ----------- ----------- -------------- -------------
Balance, December 31, 1998 ................................ $ 652,503 $ (220,524) $ -- $ (19,535) $ 412,444
Purchase of 116,000 shares of THCR Common Stock, at cost .. -- -- -- (462) (462)
Net Loss .................................................. -- (210,913) -- -- (210,913)
--------- ----------- ----------- -------------- -------------
Balance, December 31, 1999 ................................ 652,503 (431,437) -- (19,997) 201,069
Receipt of 69,229 shares of THCR Common Stock in --
satisfaction of debt (Note 5) ......................... -- -- (203) (203)
Net Loss .................................................. -- (58,824) -- -- (58,824)
--------- ----------- ----------- -------------- -------------
Balance, December 31, 2000 ................................ 652,503 (490,261) -- (20,200) 142,042
Net Loss .................................................. -- (39,905) -- -- (39,905)
Change in value of interest rate swap (Note 3) ............ -- -- (374) -- (374)
-------------
Total comprehensive loss .............................. -- -- -- -- (40,279)
--------- ----------- ----------- -------------- -------------
Balance, December 31, 2001 ................................ $ 652,503 $ (530,166) $ (374) $ (20,200) $ 101,763
========= =========== =========== ============== =============
The accompanying notes to financial statements are an integral
part of these consolidated financial statements
F-10
TRUMP HOTELS & CASINO RESORTS HOLDINGS, L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1999, 2000 AND 2001
(in thousands)
1999 2000 2001
--------- --------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss..................................................................................$ (210,913) $ (58,824) $ (39,905)
Adjustments to reconcile net loss to net cash flows provided by
operating activities:
Non Cash Charges:
Issuance of debt in satisfaction of accrued interest ................................ 13,281 15,188 17,368
Interest income Castle-PIK notes .................................................... (12,113) (13,851) (15,839)
Extraordinary gain .................................................................. -- (14,903) --
Cumulative effect of accounting change .............................................. 5,620 -- --
Depreciation and amortization ....................................................... 83,323 77,231 73,870
Accretion of discount on mortgage notes and amortization of loan costs .............. 12,203 12,028 12,833
Provisions for losses on receivables ................................................ 25,434 6,857 7,490
Equity in loss of Buffington Harbor L.L.C. .......................................... 3,008 3,134 2,808
Valuation allowance of CRDA investments and amortization of Indiana gaming costs .... 9,414 14,275 6,237
(Gain) loss on disposition of fixed assets .......................................... (460) 1,509 (448)
Gain on property received upon lease termination .................................... (17,200) -- --
Write-off net book value of Trump World's Fair ...................................... 97,221 -- --
Increase in receivables ............................................................. (2,231) (11,791) (2,103)
(Increase) decrease in inventories .................................................. (257) 736 665
(Increase) decrease in due from affiliates .......................................... (269) 24,640 2,542
Decrease (increase) in other current assets ......................................... 4,719 (1,166) 1,154
Decrease (increase) in other assets ................................................. 5,203 (2,136) (8,242)
Increase (decrease) in accounts payable, accrued expenses, and other
current liabilities ........................................................... 27,830 1,291 (6,047)
(Decrease) increase in accrued interest payable ..................................... (78) (334) 8,613
(Decrease) increase in other long-term liabilities .................................. (6) 17 (7,172)
--------- --------- ---------
Net cash flows provided by operating activities ................................. 43,729 53,901 53,824
--------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment, net ................................................... (31,671) (20,742) (14,854)
Restricted cash ........................................................................... 2,523 -- --
Purchase of CRDA investments, net ......................................................... (14,328) (14,208) (14,045)
Investment in Buffington Harbor L.L.C. ....................................................... (428) (1,534) (112)
Proceeds from disposition of property ..................................................... 4,502 -- --
--------- --------- ---------
Net cash flows used in investing activities ..................................... (39,402) (36,484) (29,011)
--------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Purchase of THCR Common Stock ............................................................. (462) -- --
Debt issuance costs ....................................................................... -- (301) (4,168)
Debt payments ............................................................................. (14,596) (33,691) (35,401)
Proceeds from borrowings .................................................................. -- 7,978 38,500
--------- --------- ---------
Net cash flows provided by used in financing activities ......................... (15,058) (26,014) (1,069)
--------- --------- ---------
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS .......................................... (10,731) (8,597) 23,744
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD .............................................. 114,753 104,022 95,425
--------- --------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD .................................................... $ 104,022 $ 95,425 $ 119,169
========= ========= =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the year for interest .................................................... $ 209,699 $ 209,166 $ 197,324
Equipment purchased under capital leases .................................................. 14,275 8,315 20,446
Receipt of THCR Common Stock in satisfaction of debt ...................................... -- 203 --
Accumulated other comprehensive loss ...................................................... -- -- 374
The accompanying notes to financial statements are an integral
part of these consolidated financial statements
F-11
TRUMP HOTELS & CASINO RESORTS, INC.
TRUMP HOTELS & CASINO RESORTS HOLDINGS, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2001
(1) Organization and Operations
The accompanying consolidated financial statements include those of Trump
Hotels & Casino Resorts, Inc. ("THCR"), a Delaware corporation, and Trump Hotels
& Casino Resorts Holdings, L.P., a Delaware limited partnership ("THCR
Holdings"), and Subsidiaries. THCR Holdings is an entity which is currently
owned approximately 63.4% by THCR as both a general and limited partner, and
approximately 36.6% by Donald J. Trump ("Trump"), as a limited partner. Trump's
limited partnership interest in THCR Holdings represents his economic interests
in the assets and operations of THCR Holdings. Such limited partnership interest
is convertible at Trump's option into 13,918,723 shares of THCR's common stock,
par value $.01 per share (the "THCR Common Stock") (subject to certain
adjustments), and if converted, would give Mr. Trump ownership of 42.9% of the
THCR Common Stock (including his current share ownership) or 44.4% (assuming
currently exercisable options held by Mr. Trump were exercised). Accordingly,
the accompanying consolidated financial statements include those of (i) THCR and
its 63.4% owned subsidiary, THCR Holdings, and (ii) THCR Holdings and its wholly
owned subsidiaries:
. Trump Atlantic City Associates ("Trump AC") and its subsidiaries:
Trump Plaza Associates ("Plaza Associates"), Trump Taj Mahal
Associates ("Taj Associates"), Trump Atlantic City Funding, Inc.
("Trump AC Funding"), Trump Atlantic City Funding II, Inc. ("Trump
AC Funding II"), Trump Atlantic City Funding III, Inc. ("Trump AC
III"), Trump Atlantic City Corporation ("TACC"), and Trump Casino
Services, L.L.C. ("Trump Services"),which discontinued operations on
December 31,2000. Plaza Associates owns and operates the Trump Plaza
Hotel and Casino ("Trump Plaza") located in Atlantic City, New
Jersey. Taj Associates owns and operates the Trump Taj Mahal Casino
Resort (the "Taj Mahal"), located in Atlantic City, New Jersey. Taj
Associates was acquired on April 17, 1996.
. Trump Indiana, Inc. ("Trump Indiana") owns and operates a riverboat
gaming facility at Buffington Harbor, on Lake Michigan, Indiana (the
"Indiana Riverboat").
. Trump's Castle Associates, L.P. ("Castle Associates") owns and
operates Trump Marina Hotel Casino ("Trump Marina") located in
Atlantic City, New Jersey.
. Trump Hotels & Casino Resorts Funding, Inc. ("THCR Funding").
. THCR Enterprises, LLC ("THCR Enterprises")
. THCR Management Services, L.L.C. ("THCR Management") will be the
manager of Trump 29 Casino.
THCR, THCR Holdings and THCR Funding have no operations and their ability
to service their debt is dependent on the successful operations of Trump AC,
Trump Indiana and Castle Associates. THCR, through THCR Holdings and its
subsidiaries, is the exclusive vehicle through which Trump engages in new gaming
activities in emerging or established gaming jurisdictions.
As discussed in Note 3, THCR and its subsidiaries are seeking to refinance
or modify their respective public debt issues as shown in the accompanying
Consolidated Statements of Cash Flows, THCR has consistently generated
sufficient cash for debt service and operating requirements. Management believes
that, based upon its cash flow forecast for 2002, THCR and its consolidated
subsidiaries will have sufficient cash flows to meet their respective debt
service and operating requirements throughout 2002.
All significant intercompany balances and transactions have been
eliminated in the accompanying consolidated financial statements.
F-12
TRUMP HOTELS & CASINO RESORTS, INC.
TRUMP HOTELS & CASINO RESORTS HOLDINGS, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2001
(2) Summary of Significant Accounting Policies
Organization and Basis of Presentation
THCR has no operations, except for its ownership of Plaza Associates, Taj
Associates, Castle Associates and Trump Indiana. A substantial portion of THCR's
revenues are derived from its gaming operations. Competition in the Atlantic
City and Indiana casino markets 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.
THCR 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.
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 Year Ended Year Ended
December 31, 1999 December 31, 2000 December 31,2001
------------------ ----------------- ------------------
Rooms................... $ 29,816,000 $ 29,094,000 $ 29,703,000
Food and beverage....... 78,211,000 80,984,000 78,452,000
Other................... 18,931,000 12,263,000 8,972,000
------------------ ----------------- ------------------
$ 126,958,000 $ 122,341,000 $ 117,127,000
================== ================= ==================
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
Riverboat.................................. 30 years
Furniture, fixtures and equipment.......... 3-10 years
Leasehold improvements..................... 4-40 years
Interest associated with borrowings used to finance construction projects
has been capitalized and is being amortized over the estimated useful lives of
the assets. Interest of approximately $378,000 was capitalized in 1999. No
interest was capitalized in 2000 and 2001.
F-13
TRUMP HOTELS & CASINO RESORTS, INC.
TRUMP HOTELS & CASINO RESORTS HOLDINGS, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2001
Investment in Buffington Harbor Riverboats, L.L.C.
THCR accounts for its investment in the Buffington Harbor Riverboats,
L.L.C. ("BHR") (a 50% joint venture between Trump Indiana and the Majestic Star
Casino, L.L.C. ("Barden")) under the equity method of accounting. Trump Indiana
and Barden formed BHR and have entered into an agreement (the "BHR Agreement")
relating to the joint ownership, development and operation of all common
land-based and waterside operations in support of each of Trump Indiana's and
Barden's separate riverboat casinos at Buffington Harbor. Trump Indiana and
Barden are equally responsible for the operating expenses of the common
land-based facilities at the site. There can be no assurance that Trump Indiana
and/or Barden will be able to fund their respective share of future capital
contributions or operating expenses. In accordance with the BHR Agreement, Trump
Indiana and Barden pay berthing and other fees in an amount to cover the
operating expenses of BHR. Berthing fees and other fees paid are included in
general and administrative expenses in the accompanying statement of operations.
In September 2000, Buffington Harbor Parking Associates ("BHPA") was
formed as a 50/50 joint venture between Trump Indiana and an affiliate of Barden
for the purpose of constructing and operating a parking garage. The estimated
cost of the parking garage, including the land, is approximately $25,000,000.
BHPA separately leases the parking garage to each of (i) Trump Indiana
pursuant to a parking lease, dated June 19, 2001 (the "Trump Indiana Garage
Lease"), and (ii) Barden under a substantially identical lease agreement. The
term of the Trump Indiana Garage Lease is until December 31, 2018. The initial
rent installment, paid by Trump Indiana upon the execution of the Trump Indiana
Garage Lease, was approximately $8.4 million. In addition, Trump Indiana is
obligated to pay BHPA a monthly rent equal to (i) 50% of BHPA's debt service on
the $17.1 million financing (the "Financing") to build the parking garage and
(ii) 50% of any construction costs incurred by BHPA in excess of the net
proceeds of the Financing. In the event either party defaults on its rental
obligation under its garage lease with BHPA, the other party will be obligated
to pay rent in an amount sufficient to satisfy 100% of BHPA's debt service
obligations on the Financing.
Long-Lived Assets
The provisions of Statement of Financial Accounting Standards 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. Except as discussed in Note 12, THCR
does not believe that any such changes have occurred.
Income Taxes
The provisions of Statement of Financial Accounting Standards No. 109,
"Accounting for Income Taxes" ("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 financial statements do not include a provision for
federal income taxes since (i) THCR has net operating loss carryforwards of
approximately $325,000,000 for which a valuation allowance has been provided due
to the uncertainty of its realization, (ii) Plaza Associates', Taj Associates'
and Castle Associates' income or losses are allocated to the partners and are
reportable for federal income tax purposes by the partners, and (iii) Trump
Indiana, which is a C Corporation, had no taxable income for financial reporting
purposes for the year ended December 31, 2000. For the year ended December 31,
2001, Trump Indiana had taxable income for financial reporting purposes of
$7,039,000, for which a $150,000 provision for income taxes has been provided,
and which is included in "Other non-operating expense, net" of the Consolidated
Statements of Operations.
Under the New Jersey Casino Control Act (the "Casino Control Act"), Plaza
Associates, Taj Associates and Castle Associates are required to file a New
Jersey corporation business tax return. As of December 31, 2001, Plaza
Associates, Taj Associates and Castle Associates had net operating loss
carryforwards of approximately $191,300,000, $118,900,000 and $115,000,000
respectively, for New Jersey State Income Tax purposes. No tax benefits have
been reflected in the accompanying financial statements for Plaza Associates',
Taj Associates' and Castle Associates' operating loss carryforwards as
utilization of such carryforwards is not considered to be likely.
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.
F-14
TRUMP HOTELS & CASINO RESORTS, INC.
TRUMP HOTELS & CASINO RESORTS HOLDINGS, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2001
Basic and Diluted Loss Per Share
Basic loss per share is based on the weighted average number of shares of
THCR common stock outstanding. Diluted earnings per share are the same as basic
earnings per share as common stock equivalents have not been included as the
result would have been anti-dilutive. The shares of THCR Class B Common Stock
owned by Trump have no economic interest and therefore are not considered in the
calculation of weighted average shares outstanding.
Recent Accounting Pronouncements
In January 2001, the Emerging Issues Task Force ("EITF") reached a
consensus on certain issues within Issue No. 00-22, "Accounting for Points' and
Certain Other Time Based or Volume-Based Sales Incentive Offers, and Offers for
Free Products or Services to Be Delivered in the Future" ("EITF 00-22").
Application of EITF 00-22 is required for interim and annual periods ending
after February 15, 2001. EITF 00-22 requires volume-based cash rebates to be
classified as a reduction of revenue. Accordingly, such rebates of $138,235,000,
$137,606,000 and $136,902,000 in 1999, 2000 and 2001, respectively, have been
classified as promotional allowances. THCR previously classified these
expenditures as a gaming expense. Prior period amounts have been reclassified to
conform with the current presentation.
In July 2001, the FASB issued Statement No. 141 "Business Combinations"
("SFAS 141") and Statement No. 142 "Goodwill and Other Intangible Assets" ("SFAS
142"). SFAS 141 is effective as follows: a) use of the pooling-of-interest
method is prohibited for business combinations initiated after June 30, 2001;
and b) the provisions of SFAS 141 also apply to all business combinations
accounted for by the purchase method that are completed after June 30, 2001.
SFAS 142 is effective for fiscal years beginning after December 15, 2001 and
applies to all goodwill and other intangible assets recognized in an entity's
statement of financial position at that date, regardless of when those assets
were initially recognized. THCR does not believe that the provisions of SFAS 141
and SFAS 142 will have a material effect on THCR's financial position or results
of operations.
Also in July 2001, the FASB issued SFAS No. 143, "Accounting for Asset
Retirement Obligations". This standard addresses the financial accounting and
reporting for obligations associated with the retirement of tangible long-lived
assets and the associated asset retirement costs. The standard is effective for
fiscal years beginning after June 15, 2002. THCR's management does not expect
the adoption of SFAS No. 143 to have a material impact on THCR's financial
results.
In August 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment of Disposal of Long-Lived Assets". This standard addresses financial
accounting and reporting for the impairment or disposal of long-lived assets.
The standard is effective for fiscal years beginning after June 15, 2002. THCR's
management does not expect the adoption of SFAS No. 144 to have a material
impact on THCR's financial results.
In November 2001, the EITF reached a consensus on Issue No. 01-09,
"Accounting for Consideration Given by a Vendor to a Customer (Including a
Reseller of the Vendor's Products)" ("EITF 01-09"). For a sales incentive
offered voluntarily by a vendor to its patrons, EITF 01-09 requires the vendor
to recognize the cost of the sales incentive at the later of the date at which
the related revenue is recorded by the vendor, or the date at which the sales
incentive is offered. Accordingly, at December 31, 2001, THCR has accrued for
the expected cost of certain cash incentives offered to casino patrons based on
their past levels of play. Application of EITF 01-09 is required in annual or
interim financial statements for periods beginning after December 15, 2001. THCR
elected to adopt EITF 01-09 in the quarter ended December 31, 2001. The
adoption of EITF 01-09 did not have a material impact on THCR's financial
results.
Deferred Financing Costs
Deferred financing costs associated with the issuance of debt are being
amortized using the effective interest method over the terms of the related
debt. During 2001, additional financing costs were incurred by THCR Management
and Trump Indiana of $2,250,000 and $1,918,000, respectively.
Change in Accounting Policy
On April 9, 1998, the American Institute of Certified Public Accountants
("AICPA") issued Statement of Position ("SOP") 98-5 "Reporting on the Costs of
Start-Up Activities". THCR adopted the new standard in the first quarter of 1999
and wrote off development costs of $5,620,000 as a change in accounting policy.
The cumulative effect after minority interest of $2,055,000 was $3,565,000.
F-15
TRUMP HOTELS & CASINO RESORTS, INC.
TRUMP HOTELS & CASINO RESORTS HOLDINGS, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2001
Other Assets
Plaza Associates is appealing a real estate tax assessment by the City of
Atlantic City. As of December 31, 2000 and 2001, other assets include
$8,014,000, which Plaza Associates believes will be recoverable on the
settlement of the appeal.
Minority Interest
Minority interest represents the approximate 37% interest held by Trump
(See Note 1). THCR expects that the remaining $12,304,000 in minority interest
will be offset by operating losses in Fiscal 2002. Thereafter, THCR's operating
losses will no longer be reduced by minority interest.
Reclassifications
Certain reclassifications have been made to prior year financial
statements to conform to the current year presentation.
(3) Long-Term Debt
Long-term debt consists of the following:
December 31, 2000 December 31, 2001
----------------- -----------------
Trump AC Funding 11 1/4% First Mortgage Notes, due 2006 (a)...............................$ 1,200,000,000 $ 1,200,000,000
Trump AC Funding II 11 1/4% First Mortgage Notes, due 2006, net of unamortized discount
of $1,525,000 and $1,163,000 respectively (b)........................................... 73,475,000 73,837,000
Trump AC Funding III 11 1/4% First Mortgage Notes due 2006, net of unamortized discount
of $749,000 and $571,000, respectively (b)................................................ 24,251,000 24,429,000
THCR Holdings 15 1/2% Senior Secured Notes due 2005 (c)................................... 109,500,000 109,500,000
Castle Associates 11 3/4% Mortgage Notes due 2003, net of unamortized discount of
$18,383,000 and $13,137,000, respectively (d)......................................... 223,758,000 229,004,000
Castle Associates Pay-In-Kind 13 7/8% Notes (Castle PIK Notes) due 2005, net of
unamortized discount of $5,726,000 and $4,991,000, respectively (e)................... 115,253,000 133,356,000
Castle Associates Working Capital Loan (f) ............................................... 5,000,000 5,000,000
Castle Associates Senior Notes (g)........................................................ 62,000,000 62,000,000
Trump Indiana Notes (h)................................................................... 23,563,000 25,208,000
Other notes payable (i)................................................................... 17,244,000 39,520,000
---------------- ---------------
1,854,044,000 1,901,854,000
Less - current maturities (27,021,000) (20,218,000)
---------------- ---------------
$ 1,827,023,000 $ 1,881,636,000
================ ===============
(a) Trump AC together with Trump AC Funding issued the Trump AC Mortgage Notes
in the aggregate principal amount of $1,200,000,000 which bear interest at
11 1/4% and are due May 1, 2006. Interest on the Trump AC Mortgage Notes
is due semi- annually. 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 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
(the "CCC").
(b) Trump AC together with Trump AC Funding II and Trump AC Funding III issued
the Trump AC Mortgage Notes in an aggregate principal amount of
$75,000,000 and $25,000,000, respectively, which bear interest at 11 1/4%
and are due May 1, 2006. Interest on the Trump AC Mortgage Notes is due
semi-annually. 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
F-16
TRUMP HOTELS & CASINO RESORTS, INC.
TRUMP HOTELS & CASINO RESORTS HOLDINGS, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2001
AC Funding, Trump AC Funding II and Trump AC Funding III). 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.
(c) THCR Holdings and THCR Funding issued $155,000,000 principal amount of
Senior Notes (the "Senior Notes"). The Senior Notes are redeemable in cash
at the option of THCR Holdings and THCR Funding, in whole or in part, at
any time on or after June 15, 2000 at redemption prices as defined, and
mature in 2005. Interest on these notes is payable semi-annually at
15 1/2%, and is secured by substantially all of the assets of THCR
Holdings.
During 2000, THCR Enterprises repurchased $35,500,000 of THCR Holdings'
Senior Notes for $19,030,000 plus accrued interest. The gain of
$16,470,000 was partially offset by the write-down of unamortized loan
costs of $1,567,000, resulting in an extraordinary gain of $14,903,000,
($9,453,000 net of minority interest).
(d) The Castle Associates' Mortgage Notes (the "Castle Mortgage Notes") bear
interest, payable in cash, semi-annually, at 11 3/4% and mature on
November 15, 2003. The Castle Mortgage Notes may be redeemed at Castle
Funding's option at a specified percentage of the principal amount. The
Castle Mortgage Notes are secured by a mortgage on Trump's Castle and
substantially all of the other assets of Castle Associates. The Castle
Mortgage Notes are expressly subordinated to the indebtedness described in
notes (f) and (g) below (the Working Capital Loan and Castle Associates'
Senior Notes, respectively) and the liens or the mortgages securing the
Castle Mortgage Notes are subordinate to the liens securing the Castle
Associates' Senior Notes and the Working Capital Loan. The terms of the
Castle Mortgage Notes include limitations on the amount of additional
indebtedness Castle Associates may incur, distributions of Partnership
capital, investments, and other business activities.
(e) The Castle Associates PIK Notes (the "Castle PIK Notes") bear interest,
payable at Castle Funding's option, in whole or in part in cash and
through the issuance of additional Castle PIK Notes, semiannually at the
rate of 13 7/8% through November 15, 2003. After November 15, 2003,
interest on the Castle PIK Notes is payable in cash at the rate of
13 7/8%. The Castle PIK Notes mature on November 15, 2005 and may be
redeemed at Castle Funding's option at 100% of the principal amount under
certain conditions, as defined in the PIK Note Indenture, and are
required to be redeemed from a specified percentage of any equity offering
which includes Castle Associates.
On May 21, 1996, THCR Holdings acquired approximately 90% of the
outstanding Castle PIK Notes for approximately $38,700,000, in exchange
for which THCR Holdings received an aggregate of approximately $59,300,000
of Castle PIK Notes.
The terms of the Castle PIK Notes include limitations on the amount of
additional indebtedness Castle Associates may incur, distributions of
Partnership capital, investments, and other business activities. The
Castle PIK Notes are expressly subordinated to the Castle Associates'
Senior Notes and the Working Capital Loan. THCR Holdings has recorded its
investment in Castle Associates PIK Notes at cost, plus accrued interest,
in the accompanying balance sheet, as THCR Holdings investment in the
Castle PIK Notes has been pledged as collateral to the Senior Notes.
(f) The Working Capital Loan has an outstanding principal amount of
$5,000,000, bears interest at the rate of 10 1/4% per annum, payable
semi-annually and matures on April 30, 2003.
(g) The Castle Associates' Senior Notes (the "Castle Senior Notes") have a
priority mortgage lien ahead of the Castle Mortgage Notes and are
further secured by virtually all of Castle Associates' assets. The Castle
Senior Notes have an outstanding principal amount of $62,000,000 and bear
interest at the rate of 10 1/4% per annum, payable semi-annually each
April and October. The Castle Senior Notes mature on April 30, 2003.
(h) On April 27, 2001, Trump Indiana entered into a loan agreement with a bank
group for $27,500,000. Proceeds from the loan were used to pay off
maturing debt for the vessel, the hotel, a $5,000,000 bridge loan and
provide working capital. As a result of an interest rate swap arrangement
entered into contemporaneously with the bank loan, the new debt bears
fixed rate of interest of 8.85% on $10,000,000 of principal, and a
floating rate applies to the balance of the loan. At December 31, 2001,
the rate on the floating portion was a blended 5.44%. The loan amortizes
based upon an assumed 84 month term and matures with a balloon payment
payable at the end of 60 months.
In June 1998, the Financial Accounting Standards Board issued SFAS No.
133., "Accounting for Derivative Instruments and Hedging Activities," as
amended by SFAS No. 137 and No. 138, which specifies the accounting and
disclosure requirements for such instruments. At December 31, 2001, Trump
Indiana's derivative financial instruments consisted of an interest rate
swap with a notional amount of $10,000,000 that effectively converts an
equal portion of its debt from a floating rate to a fixed rate. An
unrealized loss of $374,000 attributable to the change in the fair value
of the interest rate swap has been recorded as "Accumulated other
comprehensive loss" in the equity sections of the respective balance
sheets.
F-17
TRUMP HOTELS & CASINO RESORTS, INC.
TRUMP HOTELS & CASINO RESORTS HOLDINGS, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2001
Various notes payable, prior to April 27, 2001 included:
-- $17,500,000 loan payable over 10 years, with a call at the lender's
option at the end of the fifth year (June 2001). Interest on this
note is payable monthly in arrears based on a fixed rate of 9.75%.
The Note is secured by the Indiana Riverboat. At December 31, 2000,
$11,655,000 was outstanding on this note.
-- $13,000,000 note is payable in monthly installments based on a ten
year amortization schedule, until June 1, 2001, at which time all
remaining principal and interest is due in full. The interest rate
as defined in the agreement is equal to the bank's reference rate
plus 1.5% (11% at December 31, 2000). The note is secured by the
hotel at Trump Indiana. At December 31, 2000, $6,908,000 was
outstanding on this note.
-- $5,000,000 bridge loan providing temporary financing was obtained
for the riverboat, hotel loans and new parking garage. Loan is
payable over a two-year period with interest only due during the
first six months based on prime rate plus 125 basis points (10.4% at
December 31, 2000). The note is secured by Trump Indiana's ownership
interest in BHPA and a Second Position Leasehold Real Estate
Mortgage with Trump Indiana Realty, L.L.C.
(i) Mortgage notes payable and capitalized lease obligations with
interest rates ranging from 6.5% to 13.00%. The notes and lease
obligations are due at various dates between 2002 and 2012 and are
secured by underlying real property or equipment.
As discussed in Note 13, THCR Management, an unrestricted subsidiary of
THCR Holdings, has entered into a management agreement with the Twenty-Nine
Palms Band of Luiseno Mission Indians, a federally recognized Native American
tribe (the "Tribe"), which, subject to the approval of the National Indian
Gaming Commission, provides that THCR Management will manage and direct all
business and affairs in connection with the day-to-day operation, management and
maintenance of the Tribe's expanded and renovated casino located in the Palm
Springs, California resort area. The construction and renovation of the Tribe's
casino is currently in progress and is anticipated to be completed in the second
quarter of 2002. To enable the Tribe to complete the construction, THCR
Management agreed to act as a participant in the Tribe's construction loan and
to provide to the Tribe a portion of the financing for the project. The loan
agreement, whereby the lenders have agreed to loan up to $18,800,000 to THCR
Management which will, in turn, use the net proceeds to fund its participation
in the Tribe's construction loan. THCR Management's financing from the lenders
bears interest at the rate of 9% per annum and matures in November 2006. The
financing is secured by (i) a pledge of the promissory note from the Tribe, (ii)
a pledge of management fees and (iii) a limited guaranty of Trump. The Tribe's
construction financing bears interest at the prime rate plus 1%, and matures in
August 2007. THCR Holdings, through its subsidiary THCR Enterprises, has agreed
to indemnify Trump against any losses incurred by Trump in connection with such
guaranty. The indemnity obligation of THCR Enterprises is secured by a pledge of
certain securities held by THCR Enterprises. As of December 31, 2001 $11,000,000
(the "Tranche A Loan") of the $18,800,000 was drawn down by THCR Management.
Subsequent to December 31, 2001, additional lenders have been added to the
lending group and as a result, THCR Management's participation has been reduced
to the Tranche A Loan. The Tranche A Loan is payable at a rate of $220,000 per
month commencing September 2002.
Future minimum payments under capital leases (principal portion included in the
table below of debt maturities) are as follows:
2002............................................. $ 16,269,000
2003............................................. 10,195,000
2004............................................. 4,468,000
2005............................................. 656,000
2006............................................. 8,000
-----------------
Total Minimum Payments........................... 31,596,000
Less - Amount representing interest ............. (4,624,000)
-----------------
Present Value of minimum lease payments ......... $ 26,972,000
=================
F-18
TRUMP HOTELS & CASINO RESORTS, INC.
TRUMP HOTELS & CASINO RESORTS HOLDINGS, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2001
The aggregate maturities of long-term debt as of December 31, 2001 are as
follows:
2002................................ $ 20,218,000
2003................................ 324,569,000
2004................................ 10,710,000
2005................................ 255,151,000
2006 ............................... 1,310,301,000
Thereafter.......................... 767,000
------------------------------
$ 1,921,716,000
==============================
The ability of THCR to repay its long-term debt when due will depend on
the ability of Plaza Associates, Taj Associates, Castle Associates and Trump
Indiana to generate cash from operations sufficient for such purposes or on the
ability of THCR to refinance such indebtedness. Cash flow from operations may
not be sufficient to repay a substantial portion of the principal amount of the
indebtedness upon maturity. 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 THCR. There can be no assurance
that the future operating performance of Plaza Associates, Taj Associates,
Castle Associates or Trump Indiana 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.
THCR and its subsidiaries are seeking to refinance or modify its public
debt. Management believes that, based upon its cash forecast for 2002, THCR
and its subsidiaries will have sufficient cash to meet their respective debt
obligations and operating requirements throughout 2002. (See Note 1)
The various debt agreements restrict the ability of THCR Holdings and its
subsidiaries to make distributions or pay dividends unless certain financial
ratios are achieved. In addition, the ability of Plaza Associates, Taj
Associates or Castle Associates to make payments to THCR Holdings may be
restricted by the CCC. Similarly, the ability of Trump Indiana to make
distributions or pay dividends to THCR Holdings may be restricted by the Indiana
Gaming Commission ("IGC").
(4) Non-Operating Income (Expense)
Non-operating income (expense) in 1999, 2000 and 2001 includes $1,501,000,
$202,000,and $34,000 respectively, of settlement costs incurred in connection
with the assertion by certain Indiana residents of rights to purchase stock in
Trump Indiana.
(5) Commitments and Contingencies
Leases
THCR has entered into leases for certain property (primarily land),
office, warehouse space, certain parking space, and various equipment under
operating leases. Rent expense for the years ended December 31, 1999, 2000 and
2001 was $11,740,000, $10,026,000 and $11,372,000 respectively, of which
$275,000, $136,000 and $67,000 respectively, relates to affiliates.
Future minimum lease payments under the noncancellable commitments as of
December 31, 2001 are as follows:
2002................... $ 5,390,000
2003................... 2,769,000
2004................... 2,265,000
2005................... 2,015,000
2006 .................. 1,995,000
Thereafter............. 88,218,000
-----------------------------
$ 102,652,000
=============================
Certain of these leases contain options to purchase the leased properties at
various prices throughout the leased terms.
F-19
TRUMP HOTELS & CASINO RESORTS, INC.
TRUMP HOTELS & CASINO RESORTS HOLDINGS, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2001
Employment Agreements
THCR has entered into employment agreements with certain key employees. As
of December 31, 2001, THCR had approximately $9,818,000 of annual commitments
under employment agreements. These commitments mature at various dates through
2004.
CAFRA Agreement
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 to 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.
New Jersey 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, Taj Associates and Castle
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', Taj Associates' and
Castle Associates' licenses to operate Trump Plaza, Trump Taj Mahal, Trump
Marina and Trump Services. The CCC renewed each casino license for a period of
four years through 2003. Upon revocation, suspension for more than 120 days, or
failure to renew a 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.
Indiana Gaming Regulations
The ownership and operation of riverboat gaming operations in Indiana are
subject to strict state regulation under the Riverboat Gambling Act (the "Act")
and the administrative rules promulgated thereunder. In June 1996, the IGC
granted Trump Indiana a riverboat owner's license, which was renewed until June
2002. The IGC may place restrictions, conditions or requirements on the
permanent riverboat owner's license. An owner's initial license expires five
years after the effective date of the license, and unless the owner's license is
terminated, expires or is revoked, the owner's license may be renewed annually
by the IGC upon satisfaction of certain conditions contained in the Act. The IGC
has adopted certain rules and has published others in proposed or draft form
which are proceeding through the review and final adoption process. The IGC has
broad rule making power, and it is impossible to predict what effect, if any,
the amendment of existing rules or the finalization of currently new rules might
have on the operations of Trump Indiana.
Trump Indiana Certificate of Suitability and City of Gary Development
Agreement
As a condition to the Certificate of Suitability, Trump Indiana has
committed to invest approximately $153,000,000 in the Indiana Riverboat,
including certain related projects of the City of Gary, Indiana. Failure to
comply with the foregoing conditions and/or failure to commence riverboat
excursions as required by the IGC may result in revocation of the Certificate of
Suitability. There can be no assurance that Trump Indiana will be able to comply
with the terms of the Certificate of Suitability. As part of the $153,000,000
commitment discussed above, Trump Indiana is obligated to fund $21,000,000 of
specific economic development and infrastructure projects of the City of Gary.
This obligation has been fully accrued over the five-year license period and
approximately $3,700,000 and $667,000 has been charged to expense in the years
2000 and 2001, respectively. As of December 31, 2001, $9,768,000 remains to be
paid to the City of Gary. In 1998, Trump Indiana paid $10,000,000 for a surety
bond which guarantees these mandated infrastructure payments. This amount has
been reduced as improvements have been made. As of December 31, 2001, Other
Assets includes $6,436,000 related to the surety bond and Accounts Receivable
includes Interest Receivable on the surety bond of $1,384,000. These amounts
will be used to fund the remaining payments to the City of Gary. Trump Indiana
will provide additional funding of $1,948,000 to complete the remaining
commitment to the City of Gary. Trump Indiana anticipates that this commitment
will be completed in 2002.
F-20
TRUMP HOTELS & CASINO RESORTS, INC.
TRUMP HOTELS & CASINO RESORTS HOLDINGS, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2001
In addition, Trump Indiana established the Trump Indiana Foundation
("Foundation"), a private foundation founded for charitable purposes primarily
within the City of Gary and Lake County, Indiana. Trump Indiana initially funded
$1,000,000 to the Foundation and is required to make annual contributions of
$100,000.
Indiana Wagering Tax Add-back
In July 1999, the Indiana Department of Revenue ("Department") issued a
Letter of Findings to an Indiana gaming company that the Riverboat Wagering Tax
("RWT"), a tax deducted in computing Federal taxable income is not deductible
when computing Indiana adjusted gross income because the RWT represents a tax
that is "based on or measured by income." The Indiana gaming company, with the
assistance of the Indiana Casino Association, of which Trump Indiana is a
member, is vigorously contesting this finding in the Indiana Tax Court on the
basis that the RWT is an excise tax, which is excluded from Indiana's add-back
requirements. The Department has issued proposed assessments of $3,720,000 plus
interest for the 1996, 1997 and 1998 calendar years to Trump Indiana. The effect
of an assessment, if any, for 1999, 2000 and 2001 has not been determined. Trump
Indiana filed a written protest of such assessments with the Department in
November 2000. The Department has agreed to stay further proceedings with the
Trump Indiana proposed assessments until the Indiana Tax Court case noted above
is resolved. A summary judgment motion hearing of the Tax Court was held in
April 2001, and the findings of the Tax Court are pending. Accordingly, no
provision has been made in these financial statements for additional Indiana
state taxes.
Legal Proceedings
THCR and its subsidiaries, certain members of its former Executive
Committee, and certain of its employees have been involved in various legal
proceedings. In general, THCR 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.
Various legal proceedings are now pending against THCR and its
subsidiaries. THCR considers all such proceedings to be ordinary litigation
incident to the character of its business. THCR 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.
Plaza Associates, Taj Associates and Castle Associates are also a party to
various administrative proceedings involving allegations that they have violated
certain provisions of the Casino Control Act. Plaza Associates, Taj Associates
and Castle 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 their ability to
otherwise retain or renew any casino or other licenses required under the Casino
Control Act for the operation of the respective properties.
Commencing in early 1994, THCR, through its Indiana counsel, had
discussions with eight Indiana residents regarding the potential purchase by
such residents of 7.5% of the nonvoting stock of Trump Indiana. These residents
have asserted a right to purchase 7.5% of the stock of Trump Indiana. During
1997, Trump Indiana settled with four of the eight plaintiffs for a total of
$1,047,000. The final settlement amount of $150,000 was paid in 2001. During
1998, Trump Indiana settled with two of the remaining four plaintiffs for a
total of $810,000, of which $290,000 was paid in 1998 and $130,000 was paid per
year in 1999, 2000 and 2001. A final payment of $130,000 is payable in 2002.
During 1999, the remaining two plaintiffs commenced a litigation. On March
3, 1999 consequential damages were assessed against Trump Indiana for breach of
contract in the total amount of $1,334,000. In addition, it was further
determined that Trump Indiana had breached a contract to create and fund a
charitable foundation. The United State District Court determined that Trump
Indiana had satisfied its obligation by previously establishing and funding a
separate charitable foundation. Cross-appeals of that determination were filed
and are currently pending before the United States Circuit Court of Appeals.
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. Actual results may differ from these reserve amounts.
F-21
TRUMP HOTELS & CASINO RESORTS, INC.
TRUMP HOTELS & CASINO RESORTS HOLDINGS, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2001
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 tax years 1993 through 1996 and Taj
Associates' federal partnership income tax returns for the tax years 1994 and
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,
Taj Associates and Castle 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, Taj Associates and Castle Associates intend on
satisfying their obligations primarily by depositing funds and donations of
funds deposited. Plaza Associates, Taj Associates and Castle Associates are
required to make quarterly deposits with the CRDA based on 1.25% of their gross
revenue. For the years ended December 31, 1999, 2000 and 2001, THCR charged to
operations $5,567,000, $5,970,000 and $5,276,000 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, Taj Associates and Castle Associates have elected to donate
funds they have on deposit with the CRDA for various projects. Donations in the
amounts of $243,000, $9,689,000 and $1,275,000 were made during the years ended
December 31, 1999, 2000 and 2001, respectively. As a result of these donations,
THCR charged the carrying value to operations of $147,000, $4,605,000 and
$596,000 during the years ended December 31, 1999, 2000 and 2001, respectively.
Concentrations of Credit Risk
In accordance with casino industry practice, THCR extends credit to a
limited number of casino patrons, after background checks and investigations of
credit worthiness. As of both December 31, 2000 and 2001, approximately 13% and
11% respectively, of THCR casino receivables (before allowances) were from
customers whose primary residence is outside the United States, and
approximately 5% and 4% represent credit extended to patrons from the Far East
in 2000 and 2001, respectively.
(6) Employee Benefit Plans
THCR has 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 20% of their earnings to the Plan in 1999, 2000 and 2001. THCR
will match 50% of the first 6% of an eligible employee's contributions in 1999,
2000 and 2001. In connection with this Plan, THCR recorded charges of
$4,868,000, $4,856,000 and $4,654,000 for the years ended December 31, 1999,
2000 and 2001, respectively.
Plaza Associates, Taj Associates and Castle Associates make payments to
various trusteed multiemployer pension plans under industry-wide union
agreements. Under the Employee Retirement Income Security Act, THCR may be
liable for its share of unfunded liabilities, if any, if the plans are
terminated. Pension expense for the years ended December 31, 1999, 2000 and 2001
was $2,817,000, $3,960,000 and $4,699,000 respectively.
THCR provides no other material, post-retirement or post-employment
benefits.
F-22
TRUMP HOTELS & CASINO RESORTS, INC.
TRUMP HOTELS & CASINO RESORTS HOLDINGS, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2001
(7) Transactions with Affiliates
Amounts due from (owed to) affiliates at December 31, consists of:
2000 2001
--------------- -------------
Due from affiliates:
Officers(a)......................................... $ 1,896,000 $ --
Trump Organization(b)............................... 791,000 --
Buffington Harbor Riverboats, L.L.C.(Note 2)........ -- 215,000
--------------- -------------
Total Current Assets............................ 2,687,000 215,000
=============== =============
Due to affiliates:
Buffington Harbor Riverboats, L.L.C................. (162,000) --
Trump Organization ................................. -- (232,000)
--------------- -------------
Total Liabilities............................... $ (162,000) $ (232,000)
=============== =============
(a) During 2000, Trump repaid loans of $24,336,031, plus interest. As of
December 31, 2000, $1,416,047 was due from Ribis under his
employment agreement. During 2001, Ribis repaid the outstanding
balance plus interest.
(b) In the normal course of business, THCR engages in various
transactions with the other entities owned by Trump. Beginning in
late 1997, THCR's Atlantic City properties began to utilize certain
facilities owned by Trump to entertain high-end customers.
Management believes that the ability to utilize these facilities has
enhanced THCR revenues. In 1999, 2000 and 2001, THCR incurred
approximately $2,209,000, $559,000 and $628,000 respectively, for
customer costs associated with such utilization. In exchange for
having Trump's plane available to customers of the Atlantic City
properties, THCR has incurred pilot costs of approximately $298,000,
$301,000 and $302,000 for the years ended December 31, 1999, 2000
and 2001, respectively.
Trump Management Fee
Castle Associates has a Services Agreement with TCI-II, a corporation
wholly owned by Trump. Pursuant to the terms of the Services Agreement, TCI-II
is obligated to provide Castle Associates from time to time, when reasonably
requested, consulting services on a non-exclusive basis, relating to marketing,
advertising, promotional and other similar and related services with respect to
the business and operations of Castle Associates, including such other services
as the Managing Partner may reasonably request.
Pursuant to the Services Agreement, Castle Associates is required to pay
an annual fee in the amount of $1,500,000 to TCI-II for each year in which
Earnings Before Interest, Taxes, Depreciation and Amortization ("EBITDA"), as
defined, exceeds certain levels. In addition, TCI-II is to receive an incentive
fee equal to 10% of the excess EBITDA over $45,000,000 for such fiscal year.
For the years ended December 31, 1999, 2000 and 2001 Castle Associates
incurred fees and expenses of $2,258,000 $2,306,000 and $2,207,000 respectively,
under the Services Agreement. The Services Agreement expires on December 31,
2005.
Partnership Agreement
Under the terms of a Partnership Agreement between Castle Associates and
TCI- II, Castle Associates is required to pay all costs incurred by TCI-II. For
the years ended December 31, 1999, 2000 and 2001, Castle Associates paid no
expenses on behalf of TCI-II.
Executive Agreement
Trump serves as the Chairman of the Board of Directors pursuant to an
Executive Agreement entered into between Trump, THCR and THCR Holdings (the
"Executive Agreement"). In consideration for Trump's services under the
Executive Agreement, Trump received a fee of $1,000,000 per year through June
30, 2000, plus reimbursement for expenses. Effective July 1, 2000, the fee was
increased to $1,500,000.
F-23
TRUMP HOTELS & CASINO RESORTS, INC.
TRUMP HOTELS & CASINO RESORTS HOLDINGS, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2001
(8) Stock Incentive Plan
In connection with the June 1995 Offerings, the Board of Directors of THCR
(the "Board of Directors") adopted the 1995 Stock Incentive Plan (the "1995
Stock Plan"). Pursuant to the 1995 Stock Plan, directors, employees and
consultants of THCR and certain of its subsidiaries and affiliates who have been
selected as participants are eligible to receive awards of various forms of
equity-based incentive compensation, including stock options, stock appreciation
rights, stock bonuses, restricted stock awards, performance units and phantom
stock, and awards consisting of combinations of such incentives. The 1995 Stock
Plan is administered by a committee appointed by the Board of Directors (the
"Stock Incentive Plan Committee").
Options granted under the 1995 Stock Plan may be incentive stock options
("ISOs"), within the meaning of Section 422 of the Internal Revenue Code of
1986, as amended (the "Code"), or nonqualified stock options ("NQSOs"). The
vesting, exercisability and exercise price of the options are determined by the
Stock Incentive Plan Committee when the options are granted, subject to a
minimum price, in the case of ISOs, of the Fair Market Value (as defined in the
1995 Stock Plan) of THCR Common Stock on the date of the grant and a minimum
price, in the case of NQSOs, of the par value of the THCR Common Stock.
The 1995 Stock Plan permits the Stock Incentive Plan Committee to grant
stock appreciation rights ("SARs") either alone or in connection with an option.
A SAR granted as an alternative or a supplement to a related stock option will
entitle its holder to be paid an amount equal to the fair market value of THCR
Common Stock subject to the SAR on the date of exercise of the SAR, less the
exercise price of the related stock option or such other price as the Stock
Incentive Plan Committee may determine at the time of the grant of the SAR
(which may not be less than the lowest price which the Stock Incentive Plan
Committee may determine under the 1995 Stock Plan for such stock option).
The 1995 Stock Plan also provides that phantom stock and performance unit
awards may be settled in cash, at the discretion of the Stock Incentive Plan
Committee and if indicated by the applicable award agreement, on each date on
which the shares of THCR Common Stock covered by the awards would otherwise have
been delivered or become restricted, in an amount equal to the fair market value
of the shares on such date.
Subject to adjustment in the event of changes in the outstanding stock or
the capital structure of THCR, THCR has reserved 4,000,000 shares of THCR Common
Stock for issuance under the 1995 Stock Plan.
In 1998, THCR granted certain employees and its independent directors
approximately 1,166,800 options to purchase THCR Common Stock at a price of
$4.625 per share. One-third of the options vested on the date of the grant and
on each of the first two anniversaries of the date of the grant. The options
expire ten (10) years after the date of issuance.
On September 20, 2000, the Board of Directors granted Trump 500,000
options to purchase THCR Common Stock at a price of $2.625 per share. On June
19, 2001, the Board of Directors granted Trump 500,000 options to purchase THCR
Common Stock at a price of $2.20 per share. The options expire ten (10) years
after the date of issuance.
F-24
TRUMP HOTELS & CASINO RESORTS, INC.
TRUMP HOTELS & CASINO RESORTS HOLDINGS, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2001
A summary of the option plan is as follows:
Year Ended 12/31
1999 2000 2001
--------------------------------- ---------------------------- -------------------------------
Weighted Weighted Weighted
Average Average Average
Shares Exercise Price Shares Exercise Price Shares Exercise Price
------------- ----------------- ------------ -------------- ------------- ----------------
Employee Stock Options
Outstanding, beginning of year $ 4.63 1,134,833 $ 4.63 1,260,500 $ 3.83
1,166,833
Granted 500,000 2.63 500,000 2.20
Exercised --
Forfeited (32,000) 4.63 (374,333) 4.63 (23,000) 4.63
------------- ----------- ------------ ------- ----------- --------
Outstanding, end of year 1,134,833 $ 4.63 1,260,500 $ 3.83 1,737,500 $ 3.35
============= =========== ============ ======= ----------- ========
Options exerciseable at year end 777,888 $ 4.63 927,166 $ 4.27 1,237,500 $ 3.76
============= =========== ============ ======= =========== ========
Weighted average fair value of
options granted during the period N/A $ 2.63 $ 2.20
=========== ======= ========
The following table summarizes information about stock options outstanding at
December 31, 2001.
Options Outstanding Options Exercisable
----------------------------------------------------------- ------------------------------------------------------------------
Range of Number Weighted Average
Exercise Outstanding At Remaining Exercise Number Exercisable at Exercise
Prices December 31, 2001 Contractual Life Price December 31, 2001 Price
-------------- --------------------- -------------------- ---------------- ----------------------------- -------------
$2.20-$4.63 1,737,500 1.5 years $3.35 1,237,500 $3.76
Under the provisions of Statement No. 123, Accounting for Stock-Based
Compensation, THCR has chosen to continue to account for stock-based
compensation using the intrinsic value method. Accordingly, no compensation
expense has been recognized for its stock-based compensation plans other than
for awards described above. Had the fair value method of accounting been applied
to the THCR's stock option plans, which required recognition of compensation
cost ratably over the vesting period of the underlying equity instruments, net
loss would have been increased by $787,000 or $(.04) per share in 1999, $728,000
or $(.03) per share in 2000 and $558,000 or $(.03) in 2001. This pro forma
impact only takes into account options granted since the date of inception, June
12, 1995, and is likely to increase in future years as additional options are
granted and amortized ratably over the vesting period . The average fair value
of options granted during 2000 was $1.20 per option, estimated using the
Black-Scholes option-pricing model based upon the weighted average market price
at grant date of $2.625 in 2000 and the following weighted average assumptions:
risk-free interest rate of 6%, expected life of 3 years, volatility of 30% and
dividend yield of 0%. The average fair value of options granted during 2001 was
$0.90 per option, estimated using the Black-Scholes option - pricing model based
upon the weighted average market price at grant date of $2.00 in 2001 and the
following weighted average assumptions: risk - free interest rate of 4.39%,
expected life of 3 years, volatility of 67% and dividend yield of 0%.
F-25
TRUMP HOTELS & CASINO RESORTS, INC.
TRUMP HOTELS & CASINO RESORTS HOLDINGS, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2001
(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, 2001
-------------------------------------------------------------------------
Carrying Amount Fair Value
-------------------------------- -------------------------------
11 1/4% First Mortgage Notes.................. $ 1,200,000,000 $ 780,000,000
Trump AC Funding II Mortgage Notes............ 73,837,000 47,250,000
Trump AC Funding III Mortgage Notes........... 24,429,000 15,500,000
15 1/2% Senior Secured Notes.................. 109,500,000 82,125,000
11 3/4% Castle Associates Notes............... 229,004,000 186,449,000
13 7/8% Castle Associates Pay-In-Kind Notes... 133,356,000 74,707,000
The fair values of the above instruments are based on quoted market prices
as of December 31, 2001.
There are no quoted market prices for bank borrowings, Castle Associates
Senior Notes, and other notes payable and a reasonable estimate could not be
made without incurring excessive costs.
(10) Financial Information - THCR Funding
Financial information relating to THCR Funding is as follows:
1999 2000 2001
------------ ------------ ------------
Total Assets (including Senior Secured Notes receivable of
$145,000,000 at December 31, 2000 and 2001) (a) ...... $145,936,000 $145,936,000 $154,252,000
============ ============ ============
Total Liabilities and Capital (including $145,000,000 of
Senior Secured Notes Due 2005) ....................... $145,936,000 $145,936,000 $154,252,000
============ ============ ============
Interest Income from THCR Holdings ....................... $ 22,475,000 $ 22,475,000 $ 22,475,000
============ ============ ============
Interest Expense ......................................... $ 22,475,000 $ 22,475,000 $ 22,475,000
============ ============ ============
Net income ............................................... $ -- $ -- $ --
(a) THCR Enterprises, a wholly owned subsidiary of THCR Holdings,
purchased $35,500,000 of these Senior Secured Notes during 2000
having an aggregate principal amount of $35,500,000.
(11) 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 for an All Star Cafe. The basic rent under the All Star Cafe Lease was
$1,000,000 per year, paid in equal monthly installments plus 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. Upon termination of the All Star Cafe Lease, all property, improvements,
alterations and All Star's personal property with the exception of Specialty
Trade Fixtures became the property of Taj Associates. Specialty Trade Fixtures,
which included signs, emblems, logos, memorabilia and other material with logos
of the Official All Star Cafe presently displayed at the premises, could be
continued to be used by Taj Associates for a period of up to 120 days without
charge. Taj Associates recorded the estimated fair market value of these assets
in other revenue based on an independent appraisal in the amount of $17,200,000.
F-26
TRUMP HOTELS & CASINO RESORTS, INC.
TRUMP HOTELS & CASINO RESORTS HOLDINGS, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2001
(12) Trump World's Fair Closing
On October 4, 1999, THCR closed Trump World's Fair. The estimated cost of
closing Trump World's Fair was $123,959,000 which includes $97,221,000 for the
writedown of the assets and $26,738,000 of costs incurred and estimated 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.
(13) Twenty-Nine Palms Development
On April 27, 2000, THCR Management entered into a management agreement with
the Twenty-Nine Palms Band of Luiseno Mission Indians of California, a sovereign
Native American nation (the "Tribe"). Following submission of the management
agreement to the National Indian Gaming Commission ( the "NIGC"), THCR
Management, the Tribe and the Twenty-Nine Palms Enterprises Corporation, a
Federal corporation chartered by the Tribe (the "Palms Enterprise") prepared an
amended and restated management agreement (the "Management Agreement"), which is
subject to the currently pending approval of the NIGC.
The Management Agreement provides that THCR Management will manage and
direct all business and affairs in connection with the day-to-day operation,
management and maintenance (the "Management Services") of the Tribe's expanded
and expanded Spotlight 29 casino, which will be renamed Trump 29 Casino, located
in the city of Coachella, California, 20 miles east of Palm Springs and 140
miles east of Los Angeles. As proposed, the term of the Management Agreement is
five years, commencing from the first date that the renovated casino is
completed and opened to the public for gaming, subject to NIGC approval of the
Management Agreement. Pursuant to the Management Agreement, as proposed, in
consideration for the Management Services. THCR Management shall be entitled to
an annual fee equal to 30.0% of the Net Revenues (as defined in the Management
Agreement) for each year of the term (the "Management Fee"). The Management Fee
shall be payable monthly in amounts equal to the accrued Management Fee for the
preceding month plus any accrued, unpaid amounts.
To assist the Tribe in the renovation of Trump 29 Casino, Trump Hotels &
Casino Resorts Development Company, LLC a subsidiary of THCR Holdings ("THCR
Development"), entered into a Gaming Facility Construction and Development
Agreement, dated April 27, 2000 (the "Development Agreement"), with the Tribe.
Pursuant to the Development Agreement, THCR Development and the Palms Enterprise
is constructing and intends to furnish and equip a Class III gaming resort on
the Tribe's existing 75,000 square-foot casino with a 125,000 square-foot casino
wing, and will also include a renovated theatre-type showroom, an enlarged cafe,
a fine-dining steakhouse and a food court. The construction and opening of the
Trump 29 Casino is anticipated to be completed in the second quarter of 2002,
with the remaining renovation anticipated to be completed in the third quarter
of 2002.
To enable the Tribe to complete the construction and renovation of the
Tribe's casino, THCR Management agreed to act as a participant in the Tribe's
construction loan (the "Tribe Construction Loan") committing to provide the
Tribe with up to $15,800,000 of the $58,000,000 total financing for the project.
The Tribe Construction Loan bears interest at the prime rate plus one percent
(1.0%) and matures in August 2007, and is secured by a security interest in the
Tribe's Equipment (as defined in the related security agreement) and the cash
flow of the casino which is deposited in a "lockbox" type account.
THCR Management has agreed to subordinate its right to receive Management
Fees to the payment by the Tribe of the Tribe Construction Loan. As a result of
such subordination, until the Tribe Construction Loan is paid in full, THCR
Management may not accept or receive any prepayment of its Management Fee or
accept or receive any payment from the Tribe in respect of the Management Fee if
a default has occurred and is continuing under the Tribe Construction Loan or if
such payment of the Management Fee would result in a default under the Tribe
Construction Loan.
On November 2, 2001, THCR Management entered into a loan agreement with
the Trust Company of the West and certain affiliates thereof (the "TCW
Lenders"), pursuant to which the TCW Lenders agreed to loan up to $18,800,000 to
THCR Management to enable THCR Management to fund its participation in the Tribe
Construction Loan and to pay related expenses (the "Management Loan"). The
Management Loan bears interest at the rate of nine percent (9.0%) per annum and
matures in November 2006. The Management Loan is secured by (i) a pledge of the
promissory note to THCR Management from the Tribe, (ii) a pledge of all
accounts, general intangibles and instruments of THCR Management, (iii) a pledge
of the Management Fee, (iv) a collateral assignment of the Management Agreement
and (v) a limited guaranty of Trump (the "Trump Guaranty"). THCR Holdings,
through its subsidiary, THCR Enterprises, LLC. ("THCR Enterprises") agreed to
indemnify Trump against any losses incurred by him in connection with the Trump
Guaranty, including any payments made by Trump thereunder. The indemnity
obligation of THCR Enterprises is secured by a pledge of 2,127,500 shares of
Common Stock and a principal amount of $35,500,000 of Senior Notes held by THCR
Enterprises.
F-27
TRUMP HOTELS & CASINO RESORTS, INC.
TRUMP HOTELS & CASINO RESORTS HOLDINGS, L.P.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2001
On November 2, 2001, $11,000,000 of the $18,800,000 commitment under the
Management Loan was advanced to THCR Management, of which approximately
$8,300,000 was escrowed to fund the participation of THCR Management in the
Tribe Construction Loan, and approximately $2,800,000 was allocated to pay fees,
expenses and to make required escrow deposits in connection with the Management
Loan. As of December 31, 2001, $3,535,000 of the $8,300,000 has been funded to
the Tribe. Subsequent to year end, additional lender participants were added to
the lending group funding the Tribe Construction Loan and consequently, THCR
Management's participation in the Tribe Construction Loan has been reduced from
$15,800,000 to $8,300,000.
(14) Quarterly Financial Data (unaudited)
2000
-------------------------------------------------------------------------
First Quarter Second Quarter Third Quarter Fourth Quarter
--------------- ----------------- ---------------- -------------------
Net Revenues ....................................... $ 285,291,000 $ 304,722,000 $ 345,754,000 $ 278,000,000
Income from Operations ............................... 26,335,000 36,746,000 66,579,000 13,290,000
THCR Net Loss (a) .................................... (18,473,000) (2,873,000) 8,956,000 (24,922,000)
Basic and Diluted Earnings (Loss) per
Share ............................................. (0.84) (0.13) 0.41 (1.13)
THCR Holdings Net Income (Loss) ...................... (29,123,000) (4,530,000) 14,119,000 (39,290,000)
2001
-------------------------------------------------------------------------
First Quarter Second Quarter Third Quarter Fourth Quarter
--------------- ----------------- ---------------- -------------------
Net Revenues ......................................... $ 281,493,000 $ 301,354,000 $ 334,612,000 $ 285,930,000
Income from Operations ............................... 27,372,000 42,184,000 70,179,000 39,759,000
THCR Net Income (Loss) .............................. (16,852,000) (7,762,000) 9,522,000 (10,220,000)
Basic and Diluted Earnings (Loss) per (0.77) (0.35) 0.43 (0.46)
Share .............................................
THCR Holdings Net Income (Loss) ...................... (26,568,000) (12,237,000) 15,012,000 (16,112,000)
Note: Net Revenues and Income from Operations are the same for both THCR and
THCR Holdings.
a) An extraordinary gain of $8,288,000 and $1,165,000, net of minority interest,
was recorded in the second and third quarters 2000, respectively.
(15) Industry Segment Information
THCR's primary business activity is gaming. It operates three casinos in
the Atlantic City market: Trump Taj Mahal Casino Resort, Trump Plaza Hotel and
Casino and Trump Marina Hotel Casino. It also operates a riverboat casino, Trump
Casino, at Buffington Harbor, Indiana on Lake Michigan.
F-28
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Trump Hotels & Casino Resorts, Inc.:
We have audited in accordance with auditing standards generally accepted
in the United States, the consolidated financial statements of Trump Hotels &
Casino Resorts, Inc. ("THCR") and subsidiary included in this Form 10-K and have
issued our report thereon dated March 13, 2002. Our audit was made for the
purpose of forming an opinion on the basic financial statements taken as a
whole. The accompanying schedule is the responsibility of the management of THCR
and is presented for the purpose of complying with the Securities and Exchange
Commission's rules and is not part of the basic 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
March 13, 2002
S-1
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Trump Hotels & Casino Resorts Holdings, L.P.:
We have audited in accordance with auditing standards generally accepted
in the United States, the consolidated financial statements of Trump Hotels &
Casino Resorts Holdings, L.P. and subsidiaries included in this Form 10-K and
have issued our report thereon dated March 13, 2002. Our audit was made for the
purpose of forming an opinion on the basic financial statements taken as a
whole. The accompanying schedule is the responsibility of the management of
Trump Hotels & Casino Resorts Holdings, L.P. and is presented for the purpose of
complying with the Securities and Exchange Commission's rules and is not part of
the basic 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
March 13, 2002
S-2
SCHEDULE II
TRUMP HOTELS & CASINO RESORTS, INC.
AND TRUMP HOTELS & CASINO RESORTS HOLDINGS, L.P.
VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 1999, 2000 AND 2001
Balance at Charged to Other Balance
Beginning of Costs and Changes at End
Period Expenses (Deductions) of Period
----------- ----------- ------------ -----------
YEAR ENDED DECEMBER 31, 1999
Allowances for doubtful accounts ....... $27,721,000 $25,434,000 $(41,205,000)(a) $11,950,000
Valuation allowance for CRDA investments $15,356,000 $ 5,714,000 $ (2,301,000)(b) $18,769,000
YEAR ENDED DECEMBER 31, 2000
Allowances for doubtful accounts ....... $11,950,000 $ 6,857,000 $ (3,431,000)(a) $15,376,000
Valuation allowance for CRDA investments $18,769,000 $10,575,000 $(12,470,000)(c) $16,874,000
YEAR ENDED DECEMBER 31, 2001
Allowances for doubtful accounts ....... $15,376,000 $ 7,490,000 $ (4,277,000)(a) $18,589,000
Valuation allowance for CRDA investments $16,874,000 $ 5,569,000 $ (3,501,000)(d) $18,942,000
(a) Write-off uncollectible accounts.
(b) Includes the reclassification of approximately $5,792,000 of previous CRDA
deposits to property and equipment, the carrying value of which was
$2,497,000.
(c) Includes the reclassification of approximately $7,237,000 of previous CRDA
deposits to property and equipment, the carrying value of which was
$4,642,000
(d) Includes the reclassification of approximately $8,286,000 of previous CRDA
deposits to property and equipment, the carrying value of which was
$2,921,000
S-3
Exhibit Index
-------------
Exhibit No. Description Page No.
----------- ----------- --------
10.80 Agreement and Plan of Merger, dated as of December 27, 2000, between
Trump Taj Mahal Associates and Trump Casino Services, L.L.C.
10.81 Loan Agreement, dated as of November 2, 2001, among THCR Management
Services, LLC, TCW Leveraged Income Trust, L.P., TCW Leveraged Income
Trust II, L.P. and TCW Leveraged Income Trust IV, L.P.
10.82 Indemnity Agreement, dated as of November 2, 2001, by THCR Enterprises
LLC in favor of Donald J. Trump.
10.83 Guaranty, dated as of November 2, 2001, by Donald J. Trump in favor of
certain lenders.
10.84 Subordination Agreement, dated as of October 17, 2001, by THCR
Management Services, LLC in favor of certain lenders.
21.1 List of Subsidiaries of the Registrants.
99.1 Letter, dated March 29, 2002, from Trump Hotels & Casino
Resorts, Inc. to the Securities and Exchange Commission
pursuant to Temporary Note 3T to Article 3 of
Regulation S-X.