-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UqtQkNcrU2B5TSUnsqiOvkv3PkECYEFGkkGjJ+7guW0rKFwT4VFGAHmrsSvtw8ec wfRmUifpG5x+dNSaZCYOfg== 0000898080-03-000323.txt : 20030618 0000898080-03-000323.hdr.sgml : 20030618 20030618151421 ACCESSION NUMBER: 0000898080-03-000323 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20030618 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TRUMP HOTELS & CASINO RESORTS INC CENTRAL INDEX KEY: 0000943320 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 133818402 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-48168 FILM NUMBER: 03748747 BUSINESS ADDRESS: STREET 1: 1000 BOARDWALK CITY: ATLANTIC CITY STATE: NJ ZIP: 08401 BUSINESS PHONE: 6094496515 MAIL ADDRESS: STREET 1: 1000 BOARDWALK CITY: ATLANTIC CITY STATE: NJ ZIP: 08401 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TRUMP DONALD J CENTRAL INDEX KEY: 0000947033 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 725 FIFTH AVENUE STREET 2: 24TH FL CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2128322000 MAIL ADDRESS: STREET 1: 725 FIFTH AVENUE STREET 2: 24TH FL CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 sch13da.txt SCHEDULE 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDED THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 9)* TRUMP HOTELS & CASINO RESORTS, INC. - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - (Name of Issuer) Common Stock, par value $.01 per share - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - (Title of Class of Securities) 898168 10 9 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - (CUSIP Number) Robert M. Pickus Executive Vice President and Secretary Trump Hotels & Casino Resorts, Inc. 1000 Boardwalk at Virginia Avenue Atlantic City, NJ 08401 (609) 449-5570 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 12, 2003 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. [ ] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. - --------------------- *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended ("Act"), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). - --------------------- ----------------- CUSIP No. 898168 10 9 13D Page 2 of 8 Pages - --------------------- ----------------- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 1 Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) Donald J. Trump - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 2 Check the Appropriate Box if a Member of a Group (a) [ ] (b) [X] - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 3 SEC Use Only - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 4 Source of Funds (See Instructions) PF - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 5 Check if Disclosure of Legal Proceeding is Required Pursuant to Items 2(d) or 2(e) [ ] - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 6 Citizenship or Place of Organization United States of America - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - NUMBER OF SHARES 7 Sole Voting Power BENEFICIALLY OWNED BY EACH REPORTING 21,961,343 PERSON WITH - - - - - - - - - - - - - - - - - - - - - 8 Shared Voting Power 3,618,267 - - - - - - - - - - - - - - - - - - - - - 9 Sole Dispositive Power 21,961,343 - - - - - - - - - - - - - - - - - - - - - - 10 Shared Dispositive Power 3,618,267 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 11 Aggregate Amount Beneficially Owned by Each Reporting Person 25,579,610 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 13 Percent of Class Represented by Amount in Row (11) 56.19% - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 14 Type of Reporting Person (See Instructions) IN - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - --------------------- ----------------- CUSIP No. 898168 10 9 13D Page 3 of 8 Pages - --------------------- ----------------- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 1 Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) Trump Casinos, Inc. - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 2 Check the Appropriate Box if a Member of a Group (a) [ ] (b) [X] - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 3 SEC Use Only - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 4 Source of Funds (See Instructions) OO - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 5 Check if Disclosure of Legal Proceeding is Required Pursuant to Items 2(d) or 2(e) [ ] - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 6 Citizenship or Place of Organization New Jersey - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - NUMBER OF SHARES 7 Sole Voting Power BENEFICIALLY OWNED BY EACH REPORTING 0 PERSON WITH - - - - - - - - - - - - - - - - - - - - - - - - - - 8 Shared Voting Power 1,407,017 - - - - - - - - - - - - - - - - - - - - - - - - - - 9 Sole Dispositive Power 0 - - - - - - - - - - - - - - - - - - - - - - - - - - 10 Shared Dispositive Power 1,407,017 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,407,017 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 13 Percent of Class Represented by Amount in Row (11) 6.01% - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 14 Type of Reporting Person (See Instructions) CO - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - --------------------- ----------------- CUSIP No. 898168 10 9 13D Page 4 of 8 Pages - --------------------- ----------------- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 1 Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) Trump Casinos II, Inc. - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 2 Check the Appropriate Box if a Member of a Group (a) [ ] (b) [X] - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 3 SEC Use Only - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 4 Source of Funds (See Instructions) OO - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 5 Check if Disclosure of Legal Proceeding is Required Pursuant to Items 2(d) or 2(e) [ ] - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 6 Citizenship or Place of Organization Delaware - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - NUMBER OF SHARES 7 Sole Voting Power BENEFICIALLY OWNED BY EACH REPORTING 0 PERSON WITH - - - - - - - - - - - - - - - - - - - - - - - - - - 8 Shared Voting Power 2,211,250 - - - - - - - - - - - - - - - - - - - - - - - - - - 9 Sole Dispositive Power 0 - - - - - - - - - - - - - - - - - - - - - - - - - - 10 Shared Dispositive Power 2,211,250 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2,211,250 - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 13 Percent of Class Represented by Amount in Row (11) 9.13% - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 14 Type of Reporting Person (See Instructions) CO - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - This Amendment No. 9 amends Amendment No. 8 filed by the Reporting Persons with the Securities and Exchange Commission on April 25, 2002, and is being filed pursuant to Rule 13d-2(a) unde the Act. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in Amendment No. 8. 1. Item 3 is hereby amended by adding the following paragraph to the end thereof: On March 25, 2003, two subsidiaries of Trump Hotels & Casino Resorts, Inc. (the "Company"), Trump Casino Holdings, LLC ("TCH") and Trump Casino Funding, Inc. ("TCF"), issued $475 million aggregate principal amount of two new issues of mortgage notes (the "Note Offerings"), consisting of $425 million first priority mortgage notes due March 15, 2010 (the "First Priority Mortgage Notes"), bearing interest at a rate of 11.625% per year payable quarterly in cash, sold at a price of 94.832% of their face amount, and $50 million second priority mortgage notes due September 15, 2010 (the "Second Priority Mortgage Notes"), bearing interest at a rate of 11.625% per year payable semi-annually in cash, plus 6% per year payable in pay-in-kind notes. Concurrently with the Note Offerings, Mr. Trump purchased $15 million principal amount of Second Priority Mortgage Notes on the same terms as non-affiliated purchasers. In connection with the Note Offerings, Mr. Trump purchased 1,500 shares of Series A Preferred Stock, par value $1.00 per share (the "Series A Preferred Stock"), of the Company pursuant to a Note Purchase Agreement, dated as of March 25, 2003, by and among, the Company, THCR Holdings, Trump Hotels & Casino Resorts Funding, Inc., and Mr. Trump (the "Note Purchase Agreement"). Pursuant to the Note Purchase Agreement, Mr. Trump agreed to sell $16.7 million principal amount of THCR Holdings' Senior Notes to the issuer thereof in exchange for 1,500 shares of Series A Preferred Stock (having an aggregate liquidation preference of $15 million), plus a cash amount equal to $1.7 million, plus the applicable redemption premium of 2.583% (approximately $432,000) and accrued interest of approximately $0.7 million on the entire $16.7 million principal amount of THCR Holdings' Senior Notes sold by Mr. Trump. The Series A Preferred Stock has a liquidation preference of $10,000 per share and pays no dividends. The Company has agreed with Mr. Trump to exchange (at the option of Mr. Trump) the Series A Preferred Stock for Common Stock, par value $.01 per share, of the Company, based on an exchange price of $1.90 per share, such that the 1,500 shares of Series A Preferred Stock is exchangeable in the aggregate for 7,894,737 shares of Common Stock. Pursuant to the rules of the New York Stock Exchange, the Company submitted to a vote of the shareholders on June 12, 2003 issuance of Common Stock to Mr. Trump in exchange for the Series A Preferred Stock. The issuance was duly approved by the stockholders of THCR at the meeting. If the Series A Preferred Stock is exchanged by Mr. Trump for Common Stock, his beneficial ownership of the Company would increase to approximately 56.19 %. 2. Item 4 is hereby amended by adding the following paragraph to the end thereof: Mr. Trump acquired the beneficial ownership of the Trump Exchange Shares (as defined in Item 5 below) for investment purposes. As previously reported, none of the Reporting Persons currently has plans or proposals which relate to or would result in the following: (a) the acquisition by any person of additional securities of the Company, or the disposition of securities of the Company; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (d) any change in the present Board of Directors of the Company, including any plans or proposals to change the number or term of Directors or to fill any existing vacancies on the Board of Directors; (e) any material change in the present capitalization or dividend policy of the Company; (f) any other material change in the Company's business or corporate structure; (g) changes in the Company's charter, bylaws or instruments corresponding thereto or any actions which may impede the acquisition or control of the Company by any person; (h) causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) any action similar to any of those enumerated above. As previously reported, the Reporting Persons may, from time to time, effect open market purchases of equity and/or debt securities of the Company. 3. Item 5 is hereby amended by deleting the second full paragraph of Item 5 and replacing it with the following: As of June 18, 2003, there were 22,010,027 shares of Common Stock of the Company issued and outstanding (the "Outstanding Shares"). 4. Item 5 is further amended by deleting the table set forth immediately after the second full paragraph of Item 5 and replacing it with the following table:
Number of Number of Number of Shares with Number of Shares with Aggregate of Adjusted Percent of Shares with Shared Shares with Shared Shares Number of Shares Sole Power to Power to Sole Power to Power to Beneficially Shares Beneficially Reporting Person Vote Vote Dispose Dispose Owned Outstanding(1) Owned (1) ---------------- ---- ---- ------- ------- ----- ------------ --------- Donald J. Trump 21,961,343 (2) 3,618,267(3) 21,961,343 (2) 3,618,267(3) 25,579,610(2)(3)45,523,487 (4) 56.19% Trump Casinos, Inc. 0 1,407,017(5) 0 1,407,017(5) 1,407,017 (5) 23,417,044 (6) 6.01% Trump Casinos II, Inc. 0 2,211,250(7) 0 2,211,250(7) 2,211,250 (7) 24,221,277 (8) 9.13%
- ---------------- (1) Pursuant to Rule 13d-3 promulgated under the Act, any securities not outstanding which are subject to options, warrants, rights or conversion privileges exercisable with 60 days are deemed to be outstanding for purposes of computing the percentage of outstanding securities of the class owned by such person but are not deemed to be outstanding for the purposes of computing the percentage of any other person. (2) Consists of (i) 2,066,000 shares of Common Stock held directly by Mr. Trump, (ii) 150 shares of Common Stock held indirectly by Mr. Trump as custodian for his children, (iii) 500,000 shares of Common Stock issuable upon the exercise of options currently exercisable at an exercise price of $4.625 per share, (iv) 500,000 shares of Common Stock issuable upon the exercise of options currently exercisable at an exercise price of $2.625 per share, (v) 500,000 shares of Common Stock issuable upon the exercise of options currently exercisable at an exercise price of $2.20 per share, (vi) 200,000 shares of Common Stock issuable upon the exercise of options currently exercisable at an exercise price of $2.75 per share, (vii) 10,300,456 shares of Common Stock issuable upon the conversion of limited partnership interests of THCR Holdings of which Mr. Trump is a limited partner (the "Trump Conversion Shares") and (viii) 7,894,737 shares of Common Stock (the "Trump Exchange Shares") issuable upon the exchange of 1,500 shares of Series A Preferred Stock of the Company. See item 3 above. (3) Consists of (i) 1,407,017 shares of Common Stock issuable upon the conversion of limited partnership interests of THCR Holdings held by Trump Casinos, Inc., a New Jersey corporation ("TCI") of which Mr. Trump owns 100% (the "TCI Conversion Shares"), and (ii) 2,211,250 shares of Common Stock issuable upon the conversion of limited partnership interests of THCR Holdings held by Trump Casinos II, Inc., a Delaware corporation ("TCI-II") of which Mr. Trump owns 100% ("TCI-II Conversion Shares"). (4) Consists of (i) the Outstanding Shares, (ii) 500,000 shares of Common Stock issuable upon the exercise of options currently exercisable at an exercise price of $4.625 per share, (iii) 500,000 shares of Common Stock issuable upon the exercise of options currently exercisable at an exercise price of $2.625 per share, (iv) 500,000 shares of Common Stock issuable upon the exercise of options currently exercisable at an exercise price of $2.20 per share, (v) 200,000 shares of Common Stock issuable upon the exercise of options currently exercisable at an exercise price of $2.75 per share, (vi) the Trump Conversion Shares, (vii) the TCI Conversion Shares, (viii) the TCI-II Conversion Shares and (ix) the Trump Exchange Shares. (5) Consists of the TCI Conversion Shares. (6) Consists of the (i) Outstanding Shares and (ii) TCI Conversion Shares. (7) Consists of the TCI-II Conversion Shares. (8) Consists of the (i) Outstanding Shares and (ii) TCI-II Conversion Shares. 5. Item 6 is hereby amended by adding the following paragraph to the end thereof: Mr. Trump purchased 1,500 shares of Series A Preferred Stock of the Company pursuant to the Note Purchase Agreement. Pursuant to the Note Purchase Agreement, Mr. Trump agreed to sell $16.7 million principal amount of THCR Holdings' Senior Notes to the issuer thereof in exchange for 1,500 shares of Series A Preferred Stock (having an aggregate liquidation preference of $15 million), plus a cash amount equal to $1.7 million, plus the applicable redemption premium of 2.583% (approximately $432,000) and accrued interest of approximately $0.7 million on the entire $16.7 million principal amount of THCR Holdings' Senior Notes sold by Mr. Trump. Pursuant to the Note Purchase Agreement, the Company has agreed to exchange (at the option of Mr. Trump) the Series A Preferred Stock for the Trump Exchange Shares as described above under Item 3. If the Series A Preferred Stock is exchanged in full, Mr. Trump's beneficial ownership of Company would increase to approximately 56.19%. The Note Purchase Agreement includes anti-dilution provisions that adjust the amount of Common Stock issuable upon the exchange of Series A Preferred Stock in the event of a recapitalization, stock split or similar transaction. A copy of the Note Purchase Agreement is filed as an exhibit to this Amendment No. 9 to Schedule 13D. 6. Item 7 is hereby amended by adding the following Exhibits: Exhibit XI: Note Purchase Agreement, dated as of March 25, 2003, by and among Trump Hotels & Casino Resorts, Inc., Trump Hotels & Casino Resorts Holdings, L.P., Trump Hotels & Casino Resorts Funding, Inc., and Donald J. Trump. Exhibit XII: Certificate of Designations of Series A Preferred Stock of Trump Hotels & Casino Resorts, Inc. filed with the Secretary of State of Delaware on March 24, 2003. SIGNATURE After reasonable inquiry and to the best knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: June 18, 2003 /s/ DONALD J. TRUMP ------------------------------------ Donald J. Trump TRUMP CASINOS, INC. By: /s/ Donald J. Trump --------------------------- Name: Donald J. Trump Title: Sole Director, President and Treasurer TRUMP CASINOS II, INC. By: /s/ Donald J. Trump --------------------------- Name: Donald J. Trump Title: Sole Director, President and Treasurer EX-99.1 3 ex991.txt EXHIBIT XI Exhibit XI NOTE PURCHASE AGREEMENT ----------------------- This Note Purchase Agreement (this "Agreement") is made as of March 25, 2003, by and among Trump Hotels & Casino Resorts, Inc. ("THCR"), Trump Hotels & Casino Resorts Holdings, L.P. ("THCR Holdings") and Trump Hotels & Casino Resorts Funding, Inc. ("THCR Funding," and together with THCR Holdings, the "Issuers"). WHEREAS, THCR Holdings and THCR Funding have heretofore issued a series of 15 1/2% Senior Secured Notes due 2005 (the "Senior Notes") pursuant to a Trust Indenture, dated as of June 12, 1995, between Issuers and First Bank National Association, as Trustee (as supplemented to date, the "Indenture"); WHEREAS, Donald J. Trump ("Trump") is the beneficial owner of $16,700,000 aggregate principal amount of Senior Notes (the "Trump Notes"); and WHEREAS, Issuers desires to acquire the Trump Notes from Trump, and Trump desires to sell the Trump Notes to Issuers as set forth herein; NOW, THEREFORE, the parties hereto agree as follows: Section 1. Purchase and Sale of Trump Notes; Closing Date. (a) Subject to the terms and conditions hereof, Issuers agree, jointly and severally, to purchase from Trump, and Trump agrees to sell to Issuers, on the Closing Date (as defined below), the Trump Notes for the purchase price of $17,131,000 (i.e., 102.583% the aggregate principal amount thereof), plus accrued interest on the entire principal amount of the Trump Notes to the Closing Date. Issuers shall pay for the purchase price on the Closing Date as follows: (i) delivery of certificates representing 1,500 shares of Series A Preferred Stock of THCR (the terms of which Preferred Stock (the "Preferred Stock") are set forth in the proposed certificate of designations thereof attached hereto as Exhibit I); and (ii) $2,882,455 in cash (assuming a Closing Date of March 25, 2003 and otherwise adjusted to reflect the accrued interest on the Trump Notes to the Closing Date). The cash portion of the purchase price shall be made by wire transfer to the account designated by Trump. (b) Subject to the terms and conditions hereof, the closing hereunder shall occur on the date that Trump Casino Holdings, LLC and Trump Casino Funding, Inc., both affiliates of the Issuers, close the issue and sale of a proposed private offering of approximately $425 million aggregate principal amount of their First Priority Mortgage Notes due 2010 and $50 million aggregate principal amount of Second Priority Mortgage Notes due 2010 (the "Notes Offering," and the notes issued therein, the "New Notes"). Issuers agree to notify Trump of the proposed date, time and place of the closing of such offering (the "Notes Offering Closing") at least three business days prior thereto, and the closing hereunder (the "Closing" and the date of the Closing being referred to as the "Closing Date") shall occur concurrently with the Notes Offering Closing. At the Closing, Trump and the registrar for the Senior Notes shall cause the Trump Notes to be cancelled. The Trump Notes shall be transferred to Issuers free and clear of any liens, claims or security interests thereon created by or through Trump. Section 2. Representations and Warranties of Issuers. In connection with the purchase and sale of the Trump Notes hereunder, Issuers (and with respect to (iii) below, THCR) each represent and warrant to Trump now and as of the Closing Date as follows: (i) The Trump Notes to be acquired by Issuers pursuant to this Agreement will be acquired for Issuers' account and not with a view to, or an intention of, further distribution thereof in violation of the Securities Act of 1933, as amended (the "Act"), or any applicable state securities laws, and the Trump Notes will not be disposed of in contravention of the Act or any applicable state securities laws; (ii) The execution, delivery and performance of this Agreement have been duly and validly authorized by the governing bodies of Issuers and this Agreement constitutes the legal, valid and binding obligation of Issuers, enforceable against each of them in accordance with its terms, and the execution, delivery and performance of this Agreement by Issuers does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which either Issuer is a party or any law, regulation judgment, order or decree to which either Issuer is subject and (iii) The Preferred Stock, when issued to Trump hereunder, and the Common Stock issued upon the exchange therefor, shall have been duly authorized and shall constitute duly and validly issued, fully paid and non-assessable capital stock of THCR. Section 3. Representations and Warranties of Trump. In connection with the purchase and sale of the Trump Notes hereunder, Trump represents and warrants to Issuers now and as of the Closing Date as follows: (i) The execution, delivery and performance of this Agreement have been duly and validly authorized by Trump and this Agreement constitutes the legal, valid and binding obligation of Trump, enforceable against him in accordance with its terms, and the execution, delivery and performance of this Agreement by Trump does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which Trump is a party or any law, regulation, judgment, order or decree to which Trump is subject. (ii) Trump owns the Trump Notes free and clear of any liens, claims or security interests. (iii) The Preferred Stock to be acquired by Trump pursuant to this Agreement will be acquired for Trump's account and not with a view to, or an intention of, further distribution thereof in violation of the Securities Act of 1933, as amended (the "Act"), or any applicable state securities laws, and the Preferred Stock will not be disposed of in contravention of the Act or any applicable state securities laws. Section 4. Conditions to Closing. (a) The obligations of Issuers hereunder are subject to the satisfaction of the following conditions: (i) Certain affiliates of Issuers shall have entered into a Purchase Agreement for the New Notes with the initial purchasers thereof and the Notes Offering Closing shall have occurred simultaneously with the Closing; (ii) Consummation of the transactions contemplated hereby shall not have been enjoined; and (iii) The representations and warranties of Trump shall be true and correct as if made on the Closing Date. (b) The obligations of Trump hereunder are subject to the satisfaction of the following conditions: (i) The Issuers shall tender to Trump the purchase price of the Trump Notes at the Closing; (ii) The Trustee for the Senior Notes shall have executed and delivered the Supplemental Indenture; (iii) Consummation of the transactions contemplated hereby shall not have been enjoined; (iv) The representations and warranties of Issuers shall be true and correct as if made on the Closing Date; (v) The Closing shall occur on or before April 30, 2003; and (vi) The Notes Offering Closing shall have occurred simultaneously with the Closing. Section 5. Agreements Pending Closing. The parties hereto agree to cooperate in the preparation of such other items as may be necessary for the purposes contemplated hereby as promptly as possible. Section 6. Exchange of Preferred Stock (a) THCR agrees that it will issue shares of its authorized Common Stock to Trump in exchange for shares of Preferred Stock on the following basis: Right to Exchange. Each share of the Preferred Stock shall be exchangeable, at the option of Trump, at any time after the Approval Date (as defined in this Section 6(h)), at the office of THCR or any transfer agent for such stock, into such number of fully paid and non-assessable shares of Common Stock as is determined by dividing the Liquidation Value per share of Series A Preferred Stock by the Exchange Price, determined as hereafter provided, in effect on the date the Preferred Stock is surrendered for exchange. The Exchange Price per share for shares of Series A Preferred Stock shall be $1.90 per share (the "Exchange Price"). Based on this Exchange Price, the 1,500 shares of Series A Preferred Stock will be exchangeable for a total of 7,894,737 shares of Common Stock. The Exchange Price for the Series A Preferred Stock shall be subject to adjustment as set forth below. (b) Mechanics of Exchange. Before Trump shall be entitled to exchange the Preferred Stock same into shares of Common Stock, Trump shall surrender the certificate or certificates therefor, duly endorsed, at the office of THCR or of any transfer agent for the Preferred Stock, and shall give written notice to THCR at its principal corporate office, of the election to exchange the same and shall state therein the name or names in which the certificate or certificates for shares of Common Stock are to be issued. THCR shall thereupon issue and deliver at such office to Trump, or to the nominee or nominees of Trump, a certificate or certificates for the number of shares of Common Stock to which Trump shall be entitled as aforesaid. Such Exchange shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the shares of Preferred Stock to be exchanged, and the person or persons entitled to receive the shares of Common Stock issuable upon such exchange shall be treated for all purposes as the record holder or holders of such shares of Common Stock as of such date. (c) Exchange Price Adjustments of Preferred Stock for Splits and Combinations. The Exchange Price of the Series A Preferred Stock shall be subject to adjustment from time to time as follows: In the event THCR should at any time or from time to time after the date or dates upon which any shares of Series A Preferred Stock were first issued (a "Purchase Date") fix a record date for the effectuation of a split or subdivision of the outstanding shares of Common Stock or the determination of holders of Common Stock entitled to receive a dividend or other distribution payable in additional shares of Common Stock or other securities or rights convertible into, or entitling the holder thereof to receive directly or indirectly, additional shares of Common Stock (hereinafter referred to as "Common Stock Equivalents") without payment of any consideration by such holder for the additional shares of Common Stock or the Common Stock Equivalents (including the additional shares of Common Stock issuable upon exchange or exercise thereof), then, as of such record date (or the date of such dividend distribution, split or subdivision if no record date is fixed), the Exchange Price of the Series A Preferred Stock shall be appropriately decreased so that the number of shares of Common Stock issuable on exchange of each share shall be increased in proportion to such increase of the aggregate of shares of Common Stock outstanding and those issuable with respect to such Common Stock Equivalents. If the number of shares of Common Stock outstanding at any time after a Purchase Date is decreased by a combination of the outstanding shares of Common Stock, then, following the record date of such combination, the Exchange Prices for the Series A Preferred Stock shall be appropriately increased so that the number of shares of Common Stock issuable on exchange of each share of each such series shall be decreased in proportion to such decrease in outstanding shares. (d) Recapitalizations. If at any time or from time to time there shall be a recapitalization of the Common Stock (other than a subdivision or combination provided for elsewhere herein) provision shall be made so that Trump shall thereafter be entitled to receive upon exchange of his shares of Series A Preferred Stock the number of shares of stock or other securities or property of THCR or otherwise, to which a holder of Common Stock deliverable upon exchange would have been entitled on such recapitalization. In any such case, appropriate adjustment shall be made in the application of the provisions of this Section 6 with respect to the rights of Trump after the recapitalization to the end that the provisions of this Section 6 (including adjustment of the Exchange Prices then in effect and the number of shares purchasable upon exchange of the Series A Preferred Stock) shall be applicable after that event as nearly equivalent as may be practicable. (e) No Impairment. THCR will not, by amendment of its Amended and Restated Certificate of Incorporation or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by THCR, but will at all times in good faith assist in the carrying out of all the provisions of this Section 4 and in the taking of all such action as may be necessary or appropriate in order to protect the exchange rights of Trump against impairment. (f) Reservation of Stock Issuable Upon Exchange. THCR shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of effecting the exchange of the shares of the Series A Preferred Stock, such number of its shares of Common Stock as shall from time to time be sufficient to effect the exchange of all outstanding shares of the Series A Preferred Stock; and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the exchange of all then outstanding shares of the Series A Preferred Stock, in addition to such other remedies as shall be available to Trump, THCR shall take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes, including, without limitation, engaging in best efforts to obtain the requisite shareholder approval of any necessary amendment to its Certificate of THCR. (g) Notices. Any notice required by the provisions of this Section 6 be given to Trump shall be deemed given if deposited in the United States mail, postage prepaid, and addressed to each holder of record at his address appearing on the books of THCR. (h) Approval. The parties hereto agree that no shares of Series A Preferred Stock may be exchanged for Common Stock until such time as the stockholders of THCR shall have first approved of the issuance thereof (the "Approval Date"). THCR agrees to seek and solicit such stockholder approval at its 2003 annual meeting of stockholders and, if necessary, at successive annual meetings of stockholders until such issuance is approved by the requisite stockholder vote. Section 7. General Provisions. (a) Counterparts. This Agreement may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one and the same agreement. (b) Successors and Assigns. Except as otherwise provided herein, this Agreement shall bind and inure to the benefit of and be enforceable by the Issuers and Trump and their respective successors and assigns. (c) Choice of Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York applicable to agreements made and to be performed entirely within such State. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first written above. TRUMP HOTELS & CASINO RESORTS HOLDINGS, L.P., as buyer By: Trump Hotels & Casino Resorts, Inc., its General Partner By: /s/ Robert M. Pickus ------------------------------------------------------- Robert M. Pickus Executive Vice President, Secretary and General Counsel TRUMP HOTELS & CASINO RESORTS FUNDING, INC., as buyer By: /s/ Robert M. Pickus ------------------------------------------------------- Robert M. Pickus Executive Vice President, Secretary and General Counsel TRUMP HOTELS & CASINO RESORTS, INC. By: /s/ Robert M. Pickus ------------------------------------------------------- Robert M. Pickus Executive Vice President, Secretary and General Counsel /s/ Donald J. Trump ----------------------------------------------------------- Donald J. Trump, as Seller EX-99.2 4 ex992.txt EXHIBIT XII Exhibit XII CERTIFICATE OF DESIGNATIONS OF Series A Preferred Stock of Trump Hotels & Casino Resorts, Inc. (a Delaware corporation) Pursuant to authority given by the Amended and Restated Certificate of Incorporation of Trump Hotels & Casino Resorts, Inc., a Delaware corporation (the "Corporation"), and Section 151 of the Delaware Corporation Law, the Board of Directors of the Corporation duly adopted the following recitals and resolutions on March 19, 2003: "WHEREAS, Article IV of the Amended and Restated Certificate of Incorporation of this Corporation provides for a class of its authorized shares known as "Preferred Stock," consisting of 1,000,000 shares, par value $1.00 per share, issuable from time to time in one or more series; and WHEREAS, the Board of Directors of the Corporation (the "Board") is expressly authorized in Article IV of the Amended and Restated Certificate of Incorporation of the Corporation to provide by resolution for the issuance of shares of Preferred Stock in one or more series, and to designate the powers and the relative rights and preferences of any such series; and WHEREAS, pursuant to its authority as aforesaid, this Corporation desires to create and provide for 1,500 shares of "Series A Preferred Stock" and to fix the powers and the relative rights and preferences of such Preferred Stock; NOW, THEREFORE, BE IT RESOLVED, as follows: 1. Designation. A total of 1,500 shares of the Corporation's authorized Preferred Stock shall be designated as Series A Preferred Stock, $1.00 par value per share (the "Series A Preferred Stock"). 2. Dividends. The holders of Series A Preferred Stock shall not be entitled to any dividends and shall not participate in any dividends declared and paid on any other shares of capital stock of the Corporation. 3. Liquidation Preference.(a) (i) In the event of any liquidation, dissolution or winding up of this Corporation, either voluntary or involuntary, the holders of Series A Preferred Stock shall be entitled to receive, prior and in preference to any distribution of any of the assets of this Corporation to the holders of Common Stock by reason of their ownership thereof, an amount per share equal to the sum of $10,000 for each outstanding share of Series A Preferred Stock (the "Liquidation Value"). (ii) If upon the occurrence of such event, the assets and funds thus distributed among the holders of the Series A Preferred Stock shall be insufficient to permit the payment to such holders of the full aforesaid preferential Liquidation Value then payable to such holders, then the entire assets and funds of this Corporation legally available for distribution to such holders shall be distributed ratably among the holders of the Series A Preferred Stock in proportion to the full preferential Liquidation Value each such holder is otherwise entitled to receive under this subsection. 4. Voting Rights. The holder of each share of Series A Preferred Stock shall not have the right to vote, except where such right is required by law. 5. Restrictive Legends. Certificates representing shares of Series A Preferred Stock shall include a legend to the effect that the transfer of such securities is restricted by applicable securities laws, and that further transfer thereof may not be made, other than pursuant to a registration statement under the Securities Act of 1933, as amended, unless, in the opinion of counsel to the Corporation, such transfer is permitted by such laws. Legends required by applicable casino gaming laws shall also be reflected on such stock certificates." IN WITNESS WHEREOF, I have executed this Certificate of Designations on behalf of the Corporation this 24th day of March, 2003. TRUMP HOTELS & CASINO RESORTS, INC. BY: /s/ Robert M. Pickus -------------------------------- Name: Robert M. Pickus Title: Executive Vice President -----END PRIVACY-ENHANCED MESSAGE-----